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Table of Contents

As filed with the Securities and Exchange Commission on December 1, 2003

Registration No. 333 -109965


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Amendment No. 1
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933


DYNAVAX TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in its Charter)


         
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  2836
(Primary Standard Industrial
Classification Code Number)
  94-3378733
(I.R.S. Employer
Identification Number)

717 Potter Street, Suite 100
Berkeley, CA 94710-2722
(510) 848-5100

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)


Dino Dina, M.D.
President and Chief Executive Officer
Dynavax Technologies Corporation
717 Potter Street, Suite 100
Berkeley, CA 94710-2722
(510) 848-5100

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)


Copies to:

     
John W. Campbell, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105
  Alan C. Mendelson, Esq.
Patrick A. Pohlen, Esq.
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park, California 94025


     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [  ]

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]    

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]    

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]    

     If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [  ]


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.



 


TABLE OF CONTENTS

Explanatory Note
PART II
Item 16. Exhibits and Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
Exhibit 10.7
Exhibit 10.8
Exhibit 10.9
Exhibit 10.10


Table of Contents

Explanatory Note

     This Amendment No. 1 is being filed solely for the purpose of filing Exhibits 10.7, 10.8, 10.9 and 10.10 to the Registration Statement. No changes have been made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15 or 17 of Part II of the Registration Statement.

 


Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

     (a) Exhibits

     The exhibits are as set forth in the Exhibit Index.

     (b) Financial Statement Schedules.

     All schedules have been omitted because they are not required or are not applicable or the required information is shown in the financial statements or related notes.

II-1


Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on the 1st day of December, 2003.

         
    DYNAVAX TECHNOLOGIES CORPORATION
         
    By:   /s/ DINO DINA, M.D.
Dino Dina, M.D.
President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

         
Signature   Title   Date

 
 
         
/s/ DINO DINA, M.D.

Dino Dina
  President, Chief Executive
Officer and Director
(Principal Executive Officer)
  December 1, 2003
         
*

William J. Dawson
  Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
  December 1, 2003
         
*

Daniel S. Janney
  Chairman of the Board   December 1, 2003
         
*

Louis C. Bock
  Director   December 1, 2003
         
*

Dennis Carson, M.D.
  Director   December 1, 2003
         
*

Jan Leschly
  Director   December 1, 2003
         
*

Arnold L. Oronsky, Ph.D.
  Director   December 1, 2003
         
* Pursuant to Power of Attorney        
         
/s/ DINO DINA, M.D.

Attorney-in-fact
      December 1, 2003

II-2


Table of Contents

EXHIBIT INDEX

     
Exhibit    
Number   Document

 
1.1*   Form of Underwriting Agreement
     
3.1*   Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon the closing of this offering
     
3.2*   Form of Bylaws of the Registrant to be in effect upon the closing of this offering
     
4.1   Reference is made to Exhibits 3.1 and 3.2
     
4.2*   Specimen Stock Certificate of the Registrant
     
4.3*   Fourth Amended Investors’ Rights Agreement, dated as of October 20, 2003, between the Registrant and certain holders of the Registrant’s preferred stock
     
5.1*   Opinion of Morrison & Foerster LLP as to the legality of the common stock
     
10.1**   Form of Indemnification Agreement between the Registrant and each of its executive officers and directors
     
10.2*   Registrant’s 1997 Equity Incentive Plan, as amended
     
10.3*   2003 Stock Incentive Plan, including forms of agreements thereunder
     
10.4*   2003 Employee Stock Purchase Plan, including forms of agreements thereunder
     
10.5**   Triple Net Laboratory Lease, dated as of January 30, 1998, between the Registrant and Fifth & Potter Street Associates, LLC, including an amendment thereof
     
10.6*   Standard Industrial/Commercial Multi-Tenant Lease — Gross, dated January 31, 2001, between the Registrant and Neil Goldberg and Hagit Cohen
     
10.7+   Development Collaboration Agreement, dated June 10, 2003, between the Registrant and BioSeek, Inc.
     
10.8+   License and Supply Agreement, dated October 28, 2003, between the Registrant and Berna Biotech AG
     
10.9+   Exclusive License Agreement, dated March 26, 1997, between the Registrant and the Regents of the University of California, for Method, Composition and Devices for Administration of Naked Nucleotides which Express Biologically Active Peptides and Immunostimulatory Oligonucleotide Conjugates, including three amendments thereof.
     
10.10+   Exclusive License Agreement, dated October 2, 1998, between the Registrant and the Regents of the University of California, for Compounds for Inhibition of Ceramide-Mediated Signal Transduction and New Anti-Inflammatory Inhibitors:
    Inhibitors of Stress Activated Protein Kinase Pathways, including one amendment thereof.
     
10.11**   Management Continuity Agreement, dated as of October 15, 2003, between the Registrant and Dino Dina
     
10.12**   Management Continuity Agreement, dated as of September 2, 2003, between the Registrant and Daniel Levitt
     
10.13**   Management Continuity and Severance Agreement, dated as of August 1, 2003, between the Registrant and William J. Dawson
     
10.14**   Management Continuity and Severance Agreement, dated as of August 1, 2003, between the Registrant and Stephen Tuck
     
10.15**   Management Continuity and Severance Agreement, dated as of August 1, 2003, between the Registrant and Robert Lee Coffman
     
10.16**   Management Continuity and Severance Agreement, dated as of August 1, 2003, between the Registrant and Gary Van Nest
     
16.1**   Letter from PricewaterhouseCoopers LLP, regarding change in certifying accountants
     
23.1*   Consent of Morrison & Foerster LLP (see Exhibit 5.1)
     
23.2**   Consent of Ernst & Young LLP, Independent Auditors
     
23.3**   Consent of PricewaterhouseCoopers LLP, Independent Accountants
     
24.1**   Power of Attorney. Reference is made to the signature page included with the initial filing of the registration statement on Form S-1 with the SEC on October 24, 2003


*   To be filed by amendment
**   Previously filed
+   Confidential treatment has been requested with regard to certain portions of this document.

 

<PAGE>
[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                                                    EXHIBIT 10.7

                       DEVELOPMENT COLLABORATION AGREEMENT

         This Development Collaboration Agreement ("AGREEMENT") is made and
effective as of June 10, 2003 (the "EFFECTIVE DATE"), by and between BioSeek,
Inc., a California corporation, having a place of business at 863-C Mitten Road,
Burlingame, California 94010 ("BIOSEEK") and Dynavax Technologies Corporation, a
Delaware corporation, having a place of business at 717 Potter Street, Suite
100, Berkeley, California 94710 ("DYNAVAX").

                                   BACKGROUND

         A.       BioSeek has developed certain technology known as BioMAP
Technology (as defined below) that is used to perform, among other things,
biofunctional characterization of genes and potential therapeutic compounds, as
further described in this Agreement;

         B.       Dynavax is engaged in research and development of certain
proprietary compounds for potential human therapeutic use, as further described
in this Agreement;

         C.       Dynavax and BioSeek desire that BioSeek apply the BioMAP
Technology to analyze and
 characterize the activity of certain compounds with
the objective of advancing the development of such compounds, and the parties
desire to enter into this Agreement to enable them to engage in such activities.

         Now, therefore, in consideration of the mutual covenants and conditions
contained herein, and intending to be legally bound, the parties agree as
follows:

         1. DEFINITIONS.

                  (a) "AFFILIATE" means, with respect to a particular party,
another person that controls, is controlled by or is under common control with
such party. For the purposes of the definition in this Section 1(a), the word
"control" (including, with correlative meaning, the terms "controlled by" or
"under the common control with") means the actual power, either directly or
indirectly through one or more intermediaries, to direct or cause the direction
of the management and policies of such entity, whether by the ownership of at
least fifty percent (50%) of the voting stock of such entity, or by contract or
otherwise.

                  (b) "BioMAP TECHNOLOGY" means BioSeek's proprietary human
cell-based model systems technology as more fully described in Exhibit 1(b).

                  (c) "CONFIDENTIAL INFORMATION" means, in the case of Dynavax,
information disclosed by Dynavax to BioSeek concerning the identity of the
Provided TZP Compounds, their development status, results of preclinical assays
and requirements for their handling and safety ("DYNAVAX CONFIDENTIAL
INFORMATION"), and in the case of BioSeek, information disclosed to Dynavax
concerning the BioMAP Technology or otherwise related to BioSeek's performance
of the Program ("BioSEEK CONFIDENTIAL INFORMATION"), that, in either case, if
disclosed in tangible form is marked "Confidential" or with other similar
designation to indicate its confidential or proprietary nature, or if disclosed
orally is indicated orally to be confidential or proprietary by the disclosing
party at the time of disclosure and is confirmed in writing as confidential or
proprietary by the disclosing party within a reasonable time after such
disclosure.

                  (d) "DERIVATIVE" means any compound that is derived from
another compound. As used in this Section 1(d), a compound shall be considered a
"Derivative" of a precursor compound if it either:

                           (1) is actually synthesized in a chemical synthesis
                               program based on the precursor compound; or

                                       1

<PAGE>

                           (2) is actually synthesized based on
                               structure-activity data relating to the precursor
                               compound; or

                           (3) was made in the course of further advancing one
                               or more precursor compounds toward
                               commercialization; or

                           (4) is included within the scope of any claim of a
                               patent application or patent which also claims
                               one or more precursor compounds and/or compounds
                               described in (1) through (3) above.

                  (e) "DYNAVAX PARTNER" means a third party with whom Dynavax
has entered into a Partnering Agreement.

                  (f) "FDA" means the United States Food and Drug
Administration.

                  (g) "IND" means an Investigational New Drug application, as
defined in the U.S. Food, Drug and Cosmetic Act and the regulations promulgated
thereunder, for initiating clinical trials in the United States.

                  (h) "NET SALES" means the total amount invoiced to
non-Affiliate third parties on sales of TZP Products by Dynavax, Dynavax's
Partners, and the Affiliates and sublicensees of each, less the following
reasonable and customary deductions allowed to the buyer against the invoiced
amount: (i) trade, cash and quantity discounts; (ii) amounts for claims,
allowances or credits for returns; and (iii) prepaid freight, sales taxes,
duties and other governmental charges (including value added tax) on particular
sales, but excluding what is commonly known as income taxes, in each case if
charged separately on the invoice and paid by the customer. For the removal of
doubt, Net Sales shall not include sales to Dynavax, Dynavax's Partners, and the
Affiliates and sublicensees of each for resale; however, sales to such entities
shall be treated as Net Sales at list price. A "sale" shall also include a
transfer or other disposition for consideration other than cash, in which case
such consideration shall be valued at the fair market value thereof.

                  (i) "NOVEL MARKER" means a measurement or profile of a
biological or biochemical analyte that indicates the activity of one or more of
the TZP Compounds in a manner that is relevant to a mechanism of action of such
TZP Compound in a particular disease state, which measurement or profile has not
been, as of the date it is identified by BioSeek, or by Dynavax based on the
Profiling Results, (i) disclosed as a marker for such purpose in the public
domain as a result of prior publication or use, or (ii) identified as a marker
for such purpose by Dynavax without use of any Profiling Results, which Dynavax
shall have the burden of demonstrating with competent evidence.

                  (j) "PARTNERING AGREEMENT" means any agreement, arrangement or
understanding between Dynavax and a third party under which Dynavax grants to
the third party, directly or indirectly, any right or option to market, sell,
distribute or otherwise commercialize a TZP Product in any geographic territory.

                  (k) "PHASE III TRIAL" means that portion of the clinical
studies for the FDA submission and approval process which provides for trials of
a product on sufficient numbers of patients to establish the safety and efficacy
of such product to support regulatory approval in the proposed therapeutic
indication as more fully defined in 21 C.F.R. Section 312.21(c).

                  (l) "PROFILING RESULTS" means the profiling information
regarding the Provided TZP Compounds obtained as a result of BioSeek's
performance of the Program.

                                                                             -2-

<PAGE>

                  (m) "PROGRAM" means the activities conducted or to be
conducted by BioSeek under Section 2 of this Agreement in analyzing the Provided
Compounds using the BioMAP Technology, with the objective of achieving the
Target Milestone.

                  (n) "PROVIDED TZP COMPOUNDS" means those TZP Compounds
specified in Exhibit 1(n) or otherwise provided by Dynavax to BioSeek in
connection with the Program.

                  (o) "TARGET MILESTONE" means the accomplishment by BioSeek of
[***].

                  (p) "THIRD-PARTY FINANCING" means Dynavax's closing of its
first financing after the Effective Date in which Dynavax receives cash through
the sale of its debt or equity securities, other than (i) the sale of its equity
or debt securities to a corporate partner in connection with and as part of a
product licensing transaction for other than a TZP Product, to the extent the
amount invested is to be applied to support development of such product by
Dynavax, or (ii) the sale of shares through exercise of options granted to
employees or consultants under stock option plans or exercise of warrants
outstanding on the Effective Date.

                  (q) "TZP COMPOUND" means any compound within the scope of one
or more of the following clauses (i) or (ii): (i) any compound within the scope
of any claim, as published 23 November 2000, of PCT publication No. WO 00/69861,
and any Derivative thereof; or (ii) any compound provided by Dynavax pursuant to
this Agreement, and any Derivative thereof.

                  (r) TZP PRODUCT" means a product that incorporates or utilizes
one or more TZP Compounds.

                  (s) "UC AGREEMENT" means that certain Exclusive License
Agreement between The Regents of the University of California and Dynavax, dated
October 2, 1998, as amended September 22, 1999.

         2. THE PROGRAM.

                  (a) Within ten (10) days after the Effective Date, Dynavax
will provide to BioSeek, at no charge to BioSeek, such reasonable quantities of
the TZP Compounds specified in Exhibit 1(n) as BioSeek may require under this
Section 2. BioSeek shall in its discretion perform such research and development
activities as it deems appropriate in its efforts to achieve the Target
Milestone. Dynavax shall also provide BioSeek, within fifteen (15) days after
the Effective Date, information specified in Exhibit 2(a), and Dynavax shall
provide technical advice concerning the handling and preparation of the Provided
Compounds. BioSeek and Dynavax shall each appoint a project leader to coordinate
activities under this Agreement and to act as the primary contact and source of
information on the Provided Compounds and the Program. Either party may change
its designated project leader by written notice to the other party.

                  (b) Dynavax will provide BioSeek with a Material Safety Data
Sheet for the Provided TZP Compounds and any additional available information
concerning the safety, handling, use, disposal and environmental effects of the
Provided TZP Compounds as may be necessary to conduct the Program. BioSeek shall
use the Provided TZP Compounds solely for the limited and express purpose of
conducting the Program. Without limiting the foregoing, the Provided TZP
Compounds will not be used in humans. Upon


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                                                             -3-

<PAGE>

completion or termination of the Program, at Dynavax's request, BioSeek shall
return any unused portions of the Provided TZP Compound.

         3. MILESTONE PAYMENT.

            As compensation for performance of the Program, Dynavax shall [***]
within 30 days after receiving notice from BioSeek of its achievement of the
Target Milestone (the "MILESTONE PAYMENT"), subject to the following:

If the Target Milestone is first achieved at a time at which Dynavax has neither
(i) entered into a Partnering Agreement with a third party for a TZP Product,
nor (ii) filed an IND for a TZP Product, nor (iii) closed a Third Party
Financing, then Dynavax's obligation to pay the Milestone Payment shall be
considered deferred until 30 days following the first to occur of (i), (ii) or
(iii).

         4. PARTNER INCOME AND OTHER PAYMENTS.

            If BioSeek achieves the Target Milestone, then as further
compensation for the performance of the Program Dynavax shall pay to BioSeek the
following:

                  (a) If the first Partnering Agreement is entered into before
the filing of an IND(s) for a TZP Product, Dynavax shall pay BioSeek:

                           (i)      [***], up to a maximum aggregate payment of
                                    [***]; and

                           (ii)     A royalty of [***].

                  (b) If the first Partnering Agreement is entered into after
the filing of an IND(s) and before the initiation of Phase III Trial(s) for a
TZP Product, Dynavax shall pay BioSeek:

                           (i)      [***], up to a maximum aggregate payment of
                                    [***]; and

                           (ii)     A royalty of [***].

                  (c) If Dynavax does not enter into a Partnering Agreement
prior to the initiation of Phase III clinical studies of a TZP Compound, then
Dynavax shall pay BioSeek:

                           (i)      [***] upon the initiation of a Phase III
                                    Trial for such TZP Product;


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                                                             -4-

<PAGE>

                           (ii)     [***] upon the first commercial sale of such
                                    TZP Product; and

                           (iii)    A royalty of [***].

                  (d) For purposes of this Section 4, the "initiation of Phase
III clinical studies" shall mean the enrollment of patients and commencement of
treatment of patients in such studies. Notwithstanding the foregoing provisions
of this Section 4, if Dynavax initially enters into a Partnering Agreement
during the time period specified in Section 4(a) or 4(b), and such Partnering
Agreement does not include the grant of rights in the United States, and Dynavax
subsequently enters into a Partnering Agreement granting rights to the United
States during the time specified in Section 4(b), or initiates Phase III
clinical trials prior to entering into a Partnering Agreement granting rights to
the United States, then at the time such subsequent Partnering Agreement is
entered into, [***].

                  (e) If Dynavax enters into any Partnering Agreement that
either party believes is not contemplated or reasonably addressed by the
provisions of this Section 4, the parties shall confer in good faith to
determine whether any adjustment to the provisions of this Agreement is
appropriate to address such Partnering Agreement and achieve the intent of the
parties. If after the date of this Agreement, Dynavax enters into a Partnering
Agreement with a third party for a new research and development program, the
objective of which is to develop products incorporating TZP Compounds for new
therapeutic indications that function by different mechanisms of action than
those identified by BioSeek in accomplishing the Target Milestone ("New Use
Compounds"), Dynavax shall so notify BioSeek in writing. Any payments made to
Dynavax under such a Partnering Agreement that are reasonably allocable to such
new research and development or to commercialization rights to any resulting New
Use Compounds [***].

         5. PAYMENTS AND REPORTS.

                  (a) NET PARTNERING INCOME AND NET REPORTS; PAYMENTS. Dynavax
shall forward to BioSeek a copy of any and all Partnering Agreements within 15
days after execution by the parties. Until such time as the aggregate amounts
specified in Sections 4(a) and 4(b), as applicable, have been paid to BioSeek,
Dynavax shall make quarterly written reports to BioSeek within sixty (60) days
after the end of each calendar quarter, stating in each such report the amounts
of and basis for any payments or other consideration received under each
Partnering Agreement, and including the number, description, and aggregate Net
Sales of each TZP Product sold during the calendar quarter; provided however,
that Dynavax's reporting of Net Sales during such quarter may be extended to
coincide with any longer reporting period included in the terms of the relevant
Partnering Agreement, and provided further that Dynavax shall use best efforts
to obtain such reports during such 60-day period. Simultaneously with the
delivery of each such report, Dynavax shall pay to BioSeek the total Net
Partnering Income and share of Net Sales, if any, due to BioSeek for the period
of such report.

                  (b) PAYMENT METHOD. All amounts payable under this Agreement
shall be made by bank-wire transfer in immediately available funds to an account
designated by BioSeek. All payments hereunder shall be made in U.S. dollars. Any
payments or portions thereof due hereunder which are not paid by the date such
payments are due under this Agreement shall bear interest equal to the lesser
one and one half percent (1 1/2%) per month, or the maximum rate permitted by
law, calculated on the number of days such payment is delinquent. This Section
5(b) shall in no way limit any other remedies available to BioSeek.


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                                                             -5-

<PAGE>

                  (c) CURRENCY CONVERSION. If any currency conversion is
required in connection with the calculation of any amounts payable under this
Agreement, such conversion shall be made using the standard procedure adopted
and consistently applied by Dynavax in accordance with U.S. generally accepted
accounting practices. In the absence of such a standard Dynavax procedure, such
conversion shall be made using the selling exchange rate for conversion of the
foreign currency into U.S. Dollars, quoted for current transactions reported in
The Wall Street Journal for the last business day of the calendar quarter or
calendar year, as the case may be, to which such payment pertains.

                  (d) RECORDS; INSPECTION. Dynavax, Dynavax's Partners, and the
Affiliates and sublicensees of each shall keep complete, true and accurate books
of account and records for the purpose of determining the amounts payable under
this Agreement. Such books and records shall be kept reasonably accessible for
five (5) years following the end of the calendar quarter to which they pertain.
Dynavax shall make all such records available for inspection during such five
(5)-year period by a representative or agent of BioSeek for the purpose of
verifying amounts payable hereunder (including royalty statements). To the
extent that Dynavax does not have the right to grant BioSeek the right to audit
the books and records of Dynavax's Partners, the Affiliates of Dynavax's
Partners, or the sublicensees of Dynavax or Dynavax's Partners, hereunder,
Dynavax shall use best efforts to obtain for itself such rights and, at the
request of BioSeek, shall exercise such audit rights and provide the results of
such audit for inspection by BioSeek pursuant to this Section 5(d). BioSeek
shall bear the costs and expenses of inspections conducted under this Section
5(d), unless a variation or error producing an underpayment in royalties payable
exceeding five percent (5%) of the amount paid for any period covered by the
inspection is established in the course of any such inspection, whereupon all
reasonable out-of-pocket costs paid to third parties relating to the inspection
and any unpaid amounts that are discovered will be paid by BioSeek, together
with interest on such unpaid amounts at the rate specified in Section 5(b)
above.

         6. CONFIDENTIALITY.

                  (a) CONFIDENTIALITY. BioSeek agrees that it shall maintain in
strict confidence all Dynavax Confidential Information, and Dynavax agrees that
it shall maintain in strict confidence all BioSeek Confidential Information,
using efforts no less diligent than such party uses to maintain the
confidentiality of its own proprietary or confidential information. In addition
to the foregoing, except to the extent expressly permitted by this Agreement,
each party (i) agrees not to disclose, use, or grant the right to use
Confidential Information of the other party to any third party without the prior
written consent of such other party, and (ii) will only disclose, use or grant
the use of such Confidential Information of the other party to those personnel,
collaborators, consultants, or Affiliates of such party who are bound by similar
obligations of confidentiality as those set forth herein and only to the extent
they require access thereto to perform the activities contemplated herein. In
addition to the foregoing, provided Dynavax gives BioSeek reasonable advance
written notice and BioSeek provides its written consent, which shall not be
unreasonably withheld, Dynavax may disclose to parties with whom Dynavax is
considering granting commercial rights to TZP Compounds, the following BioSeek
Confidential Information: cell types and disease-related pathways activated in
the BioMAP Technology to produce Profiling Results, mechanisms of action
disclosed within the Profiling Results (but not the methodology of how the
experiments were run using such experimental conditions, the informatics and
analytical tools used to generate results, and the generation of resulting
data); provided that such collaborators or potential Partners are under similar
obligations of confidentiality as those set forth herein for such Confidential
Information.

                  (b) Notwithstanding anything to the contrary in this
Agreement, Confidential Information shall not include information which the
receiving party can demonstrate by competent written proof: (i) is now, or
hereafter becomes, through no act or failure to act on the part of the receiving
party, generally known or available in the public domain; (ii) is known by the
receiving party at the time of receiving such information, or is hereafter
furnished to the receiving party by a third party, in each case, as a matter of
right and without restriction on disclosure, as evidenced by its records; (iii)
is generated by the receiving party

                                                                             -6-

<PAGE>

independent of any information disclosed by the disclosing party by persons who
have not had access to or knowledge of the Confidential Information of the
disclosing party; or (iv) is the subject of a written permission to disclose
provided by the disclosing party.

                  (c) Notwithstanding any other provision of this Agreement,
disclosure of Confidential Information shall not be precluded to the extent such
disclosure:

                           (i)      is in response to a valid order of a court
or other governmental body of a country or any political subdivision thereof;
provided however, that the receiving party shall give reasonable advance notice
to the disclosing party and shall have made a reasonable effort to obtain a
protective order requiring that the Confidential Information so disclosed be
used only for the purposes for which the order was issued; or

                           (ii)     is otherwise required by law or regulation;
provided that receiving party shall give reasonable advance notice to the other
party so that reasonable efforts can be made to obtain a protective order
requiring that the Confidential Information so disclosed be used only for
purposes required under the law or regulation.

                  (d) Except to the extent otherwise contemplated by this
Agreement, within thirty (30) days after the expiration or termination of this
Agreement for any reason, and in the absence of a further written agreement of
the parties, each party shall destroy or return to the other party, as directed
by such party, any and all materials containing Confidential Information
received from such other party.

         7. OWNERSHIP AND RIGHTS.

                  (a) TZP COMPOUNDS. As between the parties, all right, title
and interest in and to the Provided TZP Compounds and other TZP Compounds within
the scope of patent rights owned or exclusively licensed to Dynavax is, and will
at all times, remain the sole and exclusive property of Dynavax.

                  (b) BIOMAP TECHNOLOGY AND DATA. As between the parties, all
right, title, and interest in and to the BioMAP Technology and the results of
the Program is, and will at all times remain, the sole and exclusive property of
BioSeek, subject to the rights granted under Section 7(c) respecting the
Profiling Results. The parties acknowledge and agree that data included in the
Profiling Results will maintain and reside in BioSeek's database and that
BioSeek may maintain and utilize such data as part of its database provided that
(i) such data are coded in the database so that the identity of the Provided TZP
Compounds and Dynavax are not disclosed, and (ii) BioSeek will not provide such
data to other collaboration partners.

                  (c) PROFILING RESULTS. Upon completion of the Target
Milestone, and subject to the terms and conditions of this Agreement (including
the payment of all amounts due under this Agreement), BioSeek will grant to
Dynavax the right and license to use the Profiling Results solely for the
further research, development and commercialization of TZP Compounds and TZP
Products.

                  (d) NOVEL MARKERS. Notwithstanding anything to the contrary
herein, if Dynavax or a Dynavax Partner desires to use or commercialize a Novel
Marker identified by BioSeek in clinical trials for TZP Compounds or as a
diagnostic test, the right to use such Novel Marker shall not be considered
granted under Section 7(c), but Dynavax and BioSeek shall negotiate in good
faith an agreement providing for the use of such Novel Marker and providing for
additional consideration to BioSeek for the use of such Novel Marker.

                  (e) COOPERATION; RESTRICTION OF RIGHTS. Each party shall
cooperate with the other party, and shall obtain the cooperation of its
employees and agents, to provide, as necessary, rights set forth in this

                                                                             -7-

<PAGE>

Section 7. Nothing in this Agreement is to be construed as granting a right or
license to either party to use Confidential Information of the other party,
except as expressly provided herein.

         8. INDEPENDENT CONTRACTOR. Nothing herein shall be construed to create
any relationship of employer and employee, agent and principal, partnership or
joint venture between the parties. Each party is an independent contractor.
Neither party shall assume, either directly or indirectly, any liability of or
for the other party. Neither party shall have the authority to bind or obligate
the other party and neither party shall represent that it has such authority.

         9. USE OF TZP COMPOUNDS AND TECHNOLOGIES.

                  (a) Each party agrees to comply with all federal and state
government regulations, guidelines, laws, policies, and internal policies that
are applicable to such party's use of the TZP Compounds that are the subject of
this Agreement or the other party's Confidential Information.

                  (b) Each party reserves the right to distribute or disclose
compounds and Confidential Information owned by such party to others and to use
such compounds and Confidential Information owned by such party for its own
purposes.

         10. DILIGENCE.

                  (a) Subject to continued technical feasibility and
availability of internal resources, Dynavax shall diligently endeavor, either on
its own or with a Dynavax Partner, to develop, manufacture, market, sell and
meet commercial demand for TZP Products within a commercially reasonable time
after the achievement of the Target Milestone, and to otherwise perform as
required under Section 8 of the UC Agreement. As BioSeek may request from time
to time after the achievement of the Target Milestone, Dynavax shall keep
BioSeek informed as to Dynavax's progress in meeting its obligations under this
Section 10(a). Without limiting the foregoing, Dynavax shall use commercially
reasonable efforts to perform its obligations under the UC Agreement and to
maintain the UC Agreement in full force and effect.

                  (b) If Dynavax determines for any reason that it will not or
cannot pursue development of TZP Products, Dynavax shall promptly notify BioSeek
of such intention in writing, and in such event, or in the event this Agreement
is terminated pursuant to Section 14(c), without limiting any rights or remedies
otherwise available to BioSeek, the parties shall, at BioSeek's request and at
its option, negotiate in good faith on a non-exclusive basis for the grant to
BioSeek of the right to develop, manufacture, market, sell, distribute and
otherwise commercialize TZP Compounds, on reasonable terms and conditions which
shall take into account the value to TZP Compound development contributed by
both Dynavax and BioSeek.

                  (c) Subject to continued technical feasibility and
availability of internal resources and without limiting any other provisions of
this Agreement, BioSeek shall use commercially reasonable efforts to conduct the
Program in a manner that is consistent with its goals and objectives. As Dynavax
may request from time to time, BioSeek shall keep Dynavax informed as to
Dynavax's progress in performing the work in the Program.

         11. REPRESENTATION AND WARRANTY; DISCLAIMERS.

                  (a) REPRESENTATIONS AND WARRANTIES. Each party represents and
warrants that it has the power to enter into this Agreement and to the best of
its knowledge has the right to grant the rights granted herein to the other
party. In addition, Dynavax represents and warrants that (i) Dynavax has not
previously granted and will not grant any rights in any TZP Compounds
(including, without limitation, any intellectual property rights) that are
inconsistent with the rights and licenses granted to BioSeek herein; (ii)
subject to the UC Agreement, Dynavax is the exclusive owner of the entire right,
title, and interest in and to all TZP

                                                                             -8-

<PAGE>

Compounds (including, without limitation, all intellectual property rights
therein); (iii) Dynavax has the right to provide the Provided TZP Compounds to
BioSeek as set forth in this Agreement; (iv) Dynavax has performed as required
under the UC Agreement; and (v) the UC Agreement has not terminated, expired, or
in any way been limited, in any manner that would affect Dynavax's ability to
diligently develop, obtain market approvals for, and market any TZP Products.
BioSeek represents and warrants that it has the right to apply its BioMAP
Technology for the purposes contemplated under this Agreement.

                  (b) DISCLAIMERS.

         DYNAVAX AND BIOSEEK MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES
WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, AND
EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF NON-INFRINGEMENT OF ANY PATENT,
COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT, MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE.

Dynavax acknowledges and agrees that (i) BioSeek shall not be responsible for
any claims arising from use of the Provided TZP Compounds by Dynavax or third
parties in human clinical trials, for commercial sale, or otherwise, (ii)
Dynavax assumes sole responsibility for such use, and (iii) Dynavax indemnifies
and holds harmless BioSeek for any claims or liabilities, including but not
limited to attorneys' fees, arising from such use.

         12. PUBLICATION.

                  (a) Each party acknowledges the other party's interest in
publishing the results of the Program to obtain recognition within the
scientific community and to advance the state of scientific knowledge. Each
party also recognizes the mutual interest in obtaining valid patent protection
and in protecting business interests and trade secrets. Consequently, if (i)
BioSeek, its employees, agents or consultants wish to make a publication
regarding the use of the Profiling Results (it is understood that BioSeek will
not disclose Dynavax Confidential Information or the identity of the Provided
TZP Compounds or of Dynavax without Dynavax's prior written consent), or (ii)
Dynavax, its employees, agents or consultants wish to make a publication
regarding the use of the BioMAP Technology in connection with the TZP Compounds
(it is understood that Dynavax will not disclose any BioSeek Confidential
Information without BioSeek's prior written consent), in each case, such party
shall deliver to the other party a copy of the proposed written publication or
an outline of an oral disclosure at least thirty (30) days prior to submission
for publication or presentation. The reviewing party shall have the right (a) to
propose in good faith modifications to the publication for patent reasons, trade
secret reasons, or business reasons or (b) to request a reasonable delay in
publication or presentation to protect know-how and patentable subject matter.

                  (b) If the reviewing party requests a delay, the publishing
party shall delay submission or presentation for up to ninety (90) days to
enable patent applications to be filed. Upon expiration of such time period, the
publishing party shall be free to proceed with the publication or presentation.
If the reviewing party requests modifications to the publication, the publishing
party shall edit such publication to prevent disclosure of trade secrets or
proprietary business information (including Confidential Information) prior to
submission of the publication or presentation.

                  (c) Once a particular disclosure has been approved, either
party may disclose the information contained therein in subsequent disclosures,
including without limitation, promotions, press releases, public relations,
advertisements, or sales and marketing materials, without the need for further
approval by the other party, but may not use the other party's name or logo in
connection with such information except as expressly provided in Section 13.

         13. PRESS RELEASES; PUBLICITY.

                                                                             -9-

<PAGE>

                  (a) The parties agree that BioSeek and/or Dynavax may issue a
press release announcing the collaboration under this Agreement, which release
shall be subject to the reasonable approval of both parties. Dynavax also
acknowledges BioSeek's interest in disclosing certain limited information
concerning its research collaborations in order to promote and develop the
BioMAP Technology. Accordingly, Dynavax agrees that BioSeek may reference
Dynavax's name in conjunction with the promotion of its technologies, and refer
to Dynavax as a research collaboration partner in BioSeek's promotions and other
communications with prospective customers or investors, solely where such
reference to Dynavax's name would not associate Dynavax with any particular
compound or product.

                  (b) BioSeek may disclose in summary form data from the Program
in a manner that does not reveal directly or indirectly the specific identity of
any Provided TZP Compound or the identity of Dynavax. In addition to the
foregoing, within thirty (30) days after disclosure of the Profiling Results to
Dynavax, the parties shall in good faith discuss and mutually agree upon the
particular data and information within such Profiling Results that BioSeek shall
have the right to directly reference in conjunction with Dynavax's name or logo;
it being understood that objections by a party shall be based upon their
reasonable concerns regarding disclosure of (a) information that would provide a
competitive advantage to any third party's competitors, (b) information that
would adversely reflect on the goodwill of a party and or its business, (c)
information that constitutes a trade secret or a patentable invention, (d)
information that would constitute a violation of an agreement with a third party
in existence as of the Effective Date, or (e) Confidential Information owned by
the objecting party, and not otherwise permitted to be disclosed under this
Agreement.

         14. TERM; TERMINATION.

                  (a) The term of this Agreement begins on the Effective Date
and will continue in effect until this Agreement is terminated as provided in
this Section 14.

                  (b) BioSeek may terminate this Agreement, in its entirety or
solely with respect to the Program or particular portions of the Program, at any
time before BioSeek achieves the Target Milestone, upon not less than thirty
(30) days' written notice to Dynavax, due solely to BioSeek's determination,
which shall be made in good faith, that it is not technically feasible to
complete the Program (or such portion of the Program) on a commercially
reasonable basis. Dynavax may terminate this Agreement upon ninety (90) days'
written notice to BioSeek if BioSeek has not achieved the Target Milestone
within nine (9) months after the Effective Date, provided that such termination
shall not be effective if BioSeek achieves the Target Milestone during such
90-day notice period. Except as provided in this Section 14(b) or Section 14(c),
neither party shall have the right to terminate the Agreement unless the parties
mutually agree to do so in writing.

                  (c) Without limiting any other rights or remedies under this
Agreement, if within four years after the Effective Date, Dynavax has not (i)
entered into a Partnering Agreement respecting any TZP Compound or (ii)
initiated any clinical studies of any TZP Compound, then either BioSeek or
Dynavax may terminate this Agreement upon written notice to the other party.
Upon such termination, any rights of Dynavax to use any information or results
provided hereunder shall terminate, and BioSeek's right of negotiation under
Section 10(b) shall be triggered and shall continue in effect after such
termination.

                  (d) Termination of this Agreement for any reason shall not
release either party to this Agreement from any liability that, at the time of
the termination, has already accrued to the other party. In addition, the
provisions of Sections 1, 3, 4, 5, 6, 7(a), 7(b), 7(e), 10(b), 11(b), 12, 13, 14
and 15 shall survive any termination of this Agreement. Any rights and licenses
granted under Section 7(c) shall terminate upon any termination of this
Agreement.

         15. MISCELLANEOUS.

                                                                            -10-

<PAGE>

                  (a) GOVERNING LAW. This Agreement shall be construed and
enforced in accordance with the law of the State of California without regard to
principles of conflicts of law.

                  (b) GENERAL. This Agreement constitutes the entire
understanding and agreement of the parties respecting the subject matter hereof
and supersedes any and all prior agreements or arrangements, written or oral,
between the parties relating thereto. This Agreement may not be amended or
supplemented in any way except by a written document signed by the party against
whom such amendment or supplement is sought to be enforced. The failure on the
part of either party to enforce, or any delay in enforcing, any right, power or
remedy that such party may have under this Agreement shall not constitute a
waiver of any such right, power or remedy, or release the other party from any
obligations under this Agreement, except by a written document signed by the
party against whom such waiver or release is sought to be enforced.

                  (c) ASSIGNMENT. Neither party shall assign its rights or
obligations under this Agreement, in whole or in part, by operation of law or
otherwise, without the prior express written consent of the other party;
provided, however, that either party may, without such consent, assign this
Agreement and its rights and obligations hereunder to an Affiliate or in
connection with (i) the transfer or sale of all or substantially all of its
business to which this Agreement pertains, or (ii) a merger, consolidation,
change in control or similar transaction. Any permitted assignee shall assume
all obligations of its assignor under this Agreement. Any purported assignment
or transfer in violation of this Section 15(c) shall be void.

                  (d) NOTICES. All notices required or permitted to be given
under this Agreement will be in writing, and may be given by (i) personal
delivery, (ii) registered first-class United States mail, postage prepaid by the
sender, return receipt requested, (iii) overnight delivery service, charges
prepaid by the sender, or (iv) via facsimile, and, in each case, addressed to
the other party at the address for such party as set forth below, and will be
effective upon receipt in the case of (i), (iii) or (iv) above, and five days
after mailing in the case of (ii) above.

         If to BioSeek:             BioSeek, Inc.
                                    863-C Mitten Rd.
                                    Burlingame, CA 94010
                                    Fax #: 650.552.0725
                                    Attention: Chief Executive Officer

         If to Dynavax:             Dynavax Technologies Corporation
                                    717 Potter Street
                                    Suite 100
                                    Berkeley, CA 94710-2722
                                    Fax #510.450.7740
                                    Attention: Chief Executive Officer

                  (e) SEVERABILITY. In the event that any term of this Agreement
is held to be invalid, illegal, or unenforceable, such invalidity, illegality,
or unenforceability shall not affect any other portion of this Agreement, and
there shall be deemed substituted for such invalid, illegal or unenforceable
term an alternative term as will most fully realize the intent of the parties as
expressed in this Agreement to the fullest extent permitted by applicable law.
The parties hereby declare their intent that this Agreement is to be construed
in such fashion as to maintain its existence, validity and enforceability to the
greatest extent possible.

                  (f) INJUNCTIVE RELIEF. Each of BioSeek and Dynavax
acknowledges that the limitations and restrictions on its possession and use of
the Confidential Information of the other party are necessary and reasonable to
protect the other party, and each party acknowledges that monetary damages could
be inadequate to compensate the other party for any violation by such party of
any such limitations or

                                                                            -11-

<PAGE>

restrictions, and that any such violation could cause irreparable injury to the
other party. BioSeek and Dynavax agree that, in addition to any other remedies
that may be available in law, in equity or otherwise, each party shall be
entitled to seek temporary and permanent injunctive relief against any
threatened violation of such limitations or restrictions or the continuation of
any such violation in any court of competent jurisdiction, without the necessity
of proving actual damages.

         In witness whereof, the parties have by duly authorized persons,
executed this Agreement, as of the date first above written.

         BIOSEEK                                    DYNAVAX

         By:      /s/ Peter D. Staple               By:      /s/ Dino Dina
            --------------------------------           -------------------------

         Title: Chief Executive Officer             Title:______________________

                                                                            -12-

<PAGE>

                                  EXHIBIT 1(b)

                          BioMAP TECHNOLOGY DESCRIPTION

         BioMAP Technology includes; (i) the compositions (cell types, gene
products, proteins, carbohydrates, lipids, compounds) of assays for the testing
and analysis of compounds, genes, or biological samples ("BioMAP(TM) ASSAYS");
(ii) methods of measurement, instrumentation, techniques, materials, and
concepts related to the above; (iii) drug/compound effects related to the above;
(iv) drug/compound development to specific targets; (v) SDI(TM) animal model
design, testing and compound efficacy in such models; (vi) composition,
architecture and development of data, software and informatics tools regarding
the analysis of BioMap(TM) and SDI(TM) data; (vii) methods and uses of
combinatorial biology/BioMAP(TM) systems; and (viii) any improvements made of
any of the foregoing.

                                                                            -13-

<PAGE>

                                  EXHIBIT 1(n)

             TZP COMPOUNDS TO BE PROVIDED TO BIOSEEK FOR THE PROGRAM

As of the Effective Date, Dynavax shall provide the following TZP Compounds to
BioSeek for use in the Program:


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.


                                                                            -14-

<PAGE>

                                  EXHIBIT 2(a)

                INFORMATION TO BE PROVIDED BY DYNAVAX TO BIOSEEK

1.  Structures of the Provided TZP Compounds

2.  Data corresponding to metabolism and stability tests performed on the
    Provided TZP Compounds

3.  Data on biochemical assays performed on the Provided TZP Compounds

4.  Summary of data corresponding to previous tests on candidate targets of the
    Provided TZP Compounds including:

        a.  RNA

        b.  Cytokines

        c.  In vitro cellular assays

        d.  Responses in animal models

                                                                            -15-


<PAGE>
[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                                                    EXHIBIT 10.8

                          LICENSE AND SUPPLY AGREEMENT

         This License and Supply Agreement (this "Agreement") is entered into as
of the last signature hereunder (the "Effective Date") by and between Berna
Biotech AG, a Swiss corporation having its principal place of business at
Rehhagstrasse 79, CH-3018 Berne, Switzerland ("Berna"), and Dynavax Technologies
Corporation, a USA corporation having its offices at 717 Potter Street,
Berkeley, California 94710, USA ("Dynavax"). Berna and Dynavax may be referred
to in the Agreement individually as a "Party", and collectively as the
"Parties".

                                    RECITALS

         A.       Berna is the inventor of, and possesses certain information,
technology, patents and other intellectual property rights regarding its
proprietary yeast expression system based on the methyltrophic yeast Hansenula
polymorpha (Hansenula Expression System) which are protected as intellectual
property rights owned by Berna's affiliate Rhein Biotech N.V., Maastricht, The
Netherlands. Based on its proprietary
 Hansenula Expression System, Berna's
affiliates Rhein Biotech GmbH, Dusseldorf, Germany and Green Cross Vaccine
Corporation, Yongin City, Korea ("GCVC") have developed processes for the
production of adr-HBsAg, a component of vaccines for hepatitis B.

         B.       Dynavax is developing a prophylactic hepatitis B vaccine
comprising an ISS-1018 oligonucleotide and HBsAg. Dynavax desires to license
from Berna adr-HBsAg for use in such vaccine.

         C.       Dynavax is also developing a therapeutic hepatitis B vaccine
comprising an ISS oligonucleotide and HBsAg. Dynavax desires to license from
Berna adr-HBsAg for use in such vaccine.

         D.       Berna is willing to provide Dynavax access to adr-HBsAg,
including the supply thereof by GCVC, and to grant Dynavax a license under such
intellectual property rights of Rhein Biotech N.V., in accordance with the terms
and conditions set forth in this Agreement.

                                    AGREEMENT

For good and valuable consideration, including the covenants and obligations
expressed herein, receipt of which is hereby acknowledged, intending to be
legally bound, the parties hereto agree as follows:

1. DEFINITIONS.

         1.1      "adr-HBsAg" shall mean the hepatitis B surface antigen of the
subtype adr produced with the Hansenula polymorpha Expression System.

         1.2      "adr-HBsAg Technology" shall mean (a) the technology with
which adr-HBsAg in bulk can be produced and with which quality analysis is being
performed, and (b) all patents, know-how and other intellectual property owned
or controlled by Berna that claims or covers adr-HBsAg or its manufacture or
use, including but not limited to the patents listed in Appendix C.


<PAGE>

         1.3      "Affiliate" shall mean any business entity that controls, is
controlled by, or is under common control with another corporation or business
entity. As used in this definition, the direct or indirect ownership of at least
fifty percent (50%) or, if smaller, the maximum allowed by applicable law, of
the voting securities or an interest in the assets, profits or earnings of a
business entity shall be deemed to constitute "control" of the business entity.
Rhein Biotech N.V., Rhein Biotech GmbH and GCVC are Affiliates of Berna in the
sense of this definition.

         1.4      "Berna" shall mean Berna and/or its affiliates mentioned
above, as is appropriate in view of the rights and obligations under this
Agreement.

         1.5      "cGMP" shall mean current good manufacturing practices as
defined by relevant Pharmaceutical Law and Pharmaceutical, Control Authority and
Regulatory guidance in the country of Manufacturing.

         1.6      "Confidential Information" shall have the meaning assigned
thereto in Section 14.1.

         1.7      "Disease Field" shall mean the field of inducing an active,
long term prophylactic response or therapeutic immune response against Hepatitis
B (including chronic status) in humans.

         1.8      "Dynavax" shall mean Dynavax as defined above as well as its
affiliates, as is appropriate in view of the rights and obligations under this
Agreement.

         1.9      "Fill and Finish Manufacturer" shall have the meaning assigned
thereto in Section 2.3(c).

         1.10     "Government Approval" shall mean any approvals, licenses,
registrations or authorisations of any Regulatory Authorities, necessary for the
use, development, testing, production, marketing, sale or distribution of the
Vaccines in a regulatory jurisdiction.

         1.11     "ISS" shall mean ISS 1018 (5'-TGACT GTGAA CGTTC GAGAT GA-3')
or ISS 295 (5'-TCGTCGA-HEG-ACGTTCG-HEG-AGATGAT-3').

         1.12     "Manufacturing and Supply" shall mean the commercial
manufacture, processing, packing, holding, all required labelling, testing,
storage, release and supply to Dynavax or its designee of adr-HBsAg in
accordance with the terms and conditions set forth in this Agreement.

         1.13     "Net Sales" shall mean the gross amount invoiced by Dynavax or
Sublicensee (if applicable) for the sale or other disposition to an unaffiliated
third party of Vaccines, less the following deductions for amounts actually
incurred or allowed related to the sale or other disposition:

                           (a) trade, cash and quantity discounts (including
                  volume discounts), credits and rebates, and credits, rebates
                  and allowances and adjustments for rejections, recalls or
                  returns (not in excess of the selling price of the Vaccine);
                  and

                           (b) freight, insurance, sales, use, excise,
                  value-added and similar taxes or duties imposed on the sale
                  and included in the gross amount invoiced; and

                                       2

<PAGE>

                           (c) reasonable and customary rebates actually granted
                  to managed health care organizations, federal, state, or local
                  governments (or their agencies), and managed health
                  organizations (including Medicaid rebates); and

                           (d) amounts debited on account of specific bad debts
                  with respect to Net Sales previously invoiced, determined in
                  accordance with the selling Party's normal accounting
                  procedures consistently applied within and across its
                  pharmaceutical or biopharmaceutical operating unit.

         1.14     "Prophylactic Vaccine" shall mean a prophylactic Hepatitis B
vaccine developed by Dynavax or its sublicensee and comprised of an ISS and
adr-HBsAg, and that potentially utilises additional delivery or adjuvant
technology, in pharmaceutical dosage forms suitable for human use.

         1.15     "Proposed Publication" shall have the meaning assigned thereto
in Section 8.1.

         1.16     "Regulatory Authorities" shall mean those government agencies
or authorities responsible for the regulation of Vaccines and/or adr-HBsAg
(including without limitation the manufacture, supply and sale thereof) in the
Territories.

         1.17     "Specifications" shall mean those specifications set forth in
Appendix A

         1.18     "Sublicensee" shall mean any permitted sublicensee of the
license granted to Dynavax under this Agreement as further described in Section
2.3.

         1.19     "Territory A" shall mean Europe and North America.

         1.20     "Territory B" shall mean all countries of the world except
Japan and those named in the definition of Territory A.

         1.21     "Territories" shall mean Territory A and Territory B.

         1.22     "Therapeutic Vaccine" shall mean a therapeutic hepatitis B
vaccine developed by Dynavax or its sublicensee and comprised of an ISS and
adr-HBsAg, and that potentially utilises additional delivery or adjuvant
technology, in pharmaceutical dosage forms suitable for human use.

         1.23     "Vaccines" shall mean Prophylactic Vaccine and Therapeutic
Vaccine.

2. LICENSE GRANT.

         2.1      Subject to the terms and conditions of this Agreement, Berna
hereby grants to Dynavax for the term of this Agreement, unless earlier
terminated in accordance with Section 15, a non-exclusive license under the
adr-HBsAg Technology, with the right to sublicense solely in accordance with
Sections 2.3, to research, develop, manufacture, have manufactured, market,
distribute, import, use, offer for sale and sell Vaccines in the Territories for
use solely in the Disease Field. Such license grant does not permit the transfer
by Dynavax to any third party of adr-HBsAg other than as part of assembled
Vaccines (including, without limitation, transfer of Vaccines to third parties
for preclinical testing, toxicology, or clinical trials) or in accordance with
Section 2.3, without the prior written approval of Berna, such approval not to
be unreasonably withheld.

         2.2      The license granted in Section 2.1 is specific to the Disease
Field. For the purpose of clarification, Dynavax shall have no right to include
the adr-HBsAg in any other

                                       3

<PAGE>


product intended for therapeutic or prophylactic use in any field outside of the
Disease Field, whether such other product is formulated as part of the Vaccines
or sold in bundled package together with the Vaccines, unless a separate license
for such other product and other disease field is expressly granted in writing
by Berna to Dynavax.

         2.3      Berna hereby grants to Dynavax for the term of this Agreement,
unless earlier terminated in accordance with Section 15, the right to sublicense
the right to research, develop, manufacture, have manufactured, market,
distribute, import, use, offer for sale and sell Vaccines in the Territories
under the adr-HBsAg Technology in the Disease Field as follows:

                           (a) Prior to the grant of a sublicense, Dynavax shall
                  notify Berna in writing of the identity of the intended
                  Sublicensee, and Berna shall have thirty (30) days to consent
                  to the Sublicensee, such consent not to be unreasonably
                  withheld. If Berna does not notify Dynavax in writing within
                  such thirty (30) day period that Berna does not consent to
                  such Sublicensee, Berna shall be deemed to have consented. All
                  sublicense agreements shall be consistent with the terms of
                  this Agreement and shall expressly bind the Sublicensee to the
                  applicable terms of this Agreement and shall provide for the
                  automatic assignment of the sublicense agreement to Berna if
                  this Agreement is terminated by Berna. Dynavax shall promptly
                  furnish Berna with a fully executed copy of any sublicense
                  agreement.

                           (b) For the avoidance of doubt, either Dynavax or its
                  Sublicensee may develop, manufacture, have manufactured, use,
                  market, distribute, import, use, offer for sale and sell
                  Vaccines in any part of the Territories.

                           (c) For purposes of clarity, `manufacture' and `have
                  manufactured' includes the combining of the adr-HBsAg and the
                  ISS to create the Vaccines, but does not include the
                  manufacture of adr-HBsAg itself. For further clarity, the use
                  of a third party (the "Fill and Finish Manufacturer") for the
                  combining of the adr-HBsAg and the ISS and related formulation
                  work to create the Vaccines, and related fill and finish work
                  (including labelling and packaging), which will then be given
                  to Dynavax or its Sublicensee for sale or other distribution,
                  shall not be considered a sublicensing per se.

3. SUPPLY OF ADR-HBsAg.

         3.1      SUPPLY COMMITMENT. Berna agrees to provide Dynavax on a
non-exclusive basis, under the terms and condictions of this Article 3
(including supply prices) with the quantities of adr-HBsAg meeting the
Specifications as required by Dynavax for use in making Vaccines for sale by
Dynavax and/or its Sublicensees, whether as Prophylactic Vaccine and/or
Therapeutic Vaccine.

         3.2      SUPPLY PRICE

                  3.2.1    PROPHYLACTIC VACCINE. Berna will provide to Dynavax
adr-HBsAg meeting Specifications on a bulk basis for incorporation into
Prophylactic Vaccine, at the following prices:

                           (a) For pre-clinical and clinical development, [***].
                  For all subsequent orders for pre-clinical


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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                  and clinical development purposes the price will be [***].

                           (b) For commercialisation in Territory A, [***].

                           (c) For commercialisation in Territory B, [***].

                  3.2.2    THERAPEUTIC VACCINE. Berna will provide to Dynavax
adr-HBsAg meeting Specifications on a bulk basis for incorporation into
Therapeutic Vaccine, at the following prices:

                           (a) For pre-clinical and clinical development, [***].

                           (b) For commercialisation in all Territories, [***].

                  3.2.3    If Berna's manufacturing costs increase due to
Dynavax's requirements for new or modified Specifications or formulations of
adr-HBsAg, the Parties shall negotiate in good faith a new pricing system. Berna
shall not be obligated to manufacture in accordance with any such new or
modified Specifications or formulations until the Parties have agreed to a
price.

         3.3      In all cases, sales to Dynavax will be EXW (ex works;Incoterms
2000). To control the shipment conditions, Berna will pack the quantities of
adr-HBsAg suitable for delivery to the destination selected by Dynavax.
Notwithstanding above mentioned EXW, Berna will arrange the shipping. All costs
for freight and insurance will be charged to Dynavax separately with the invoice
for each delivery. Thus the shipping terms on the invoice will show CIP `airport
of destination'.

         3.4      TITLE TO ADR-HBsAg. Berna shall retain all title and interest
in and to any and all adr-HBsAg manufactured by Berna hereunder until such
adr-HBsAg is supplied by Berna to Dynavax and paid for by Dynavax as provided in
Section 3.2. Transfer of ownership shall not in any way relieve Dynavax of the
covenants under Section 2.2, which shall continue to apply to all adr-HBsAg
purchased by Dynavax from Berna.

         3.5      FORECASTS. Within [***] after the Effective Date and [***],
Dynavax shall provide Berna with a rolling forecast for the amount of adr-HBsAg
required for the [***] period that commences [***] following the date of the
forecast. The amounts for the [***] shall be by [***]. The amounts for the
following [***] months shall be by [***]. The amounts forecasted for the [***]
of the forecast (the "Ordered Amount") shall be automatically [***] firm and
binding; [***] of the amounts forecasted for the following [***] of the forecast
shall be automatically firm and binding; and the amounts forecasted for the
[***] shall be non-binding.

                           (a) Berna shall fill each Ordered Amount within [***]
                  from receipt of such order from Dynavax; provided, however, in
                  the event a given order exceeds the requirements estimated in
                  Dynavax's latest [***] rolling forecast for the [***] in
                  question, Berna shall have up to [***] from receipt of such
                  order to fill such excess requirements.


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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                           (b) Notwithstanding any other provision of this
                  Agreement, unless otherwise agreed to in writing by Berna,
                  Berna shall not be obligated to supply to Dynavax in a given
                  [***] more adr-HBsAg than [***] above the amount estimated in
                  Dynavax's latest [***] rolling forecast for the [***] in
                  question, even if such quantity falls within production
                  capacities, but Berna shall use commercially reasonable
                  efforts to supply any such excess amounts.

         3.6      CONFORMANCE TO SPECIFICATIONS. The adr-HBsAg supplied by Berna
or its manufacturing designee hereunder shall conform at the time of delivery to
Dynavax to the applicable Specifications. Dynavax may test any adr-HBsAg
delivered hereunder to determine conformance of such adr-HBsAg with the
applicable Specifications. If Dynavax determines that such adr-HBsAg does not
meet such Specifications, Dynavax, shall within [***] of receipt of the
nonconforming adr-HBsAg, notify Berna in writing of such nonconformance,
including test results supporting Dynavax's determination. Berna shall, at no
charge to Dynavax, replace nonconforming adr-HBsAg with adr-HBsAg that meet such
Specifications. If Berna disagrees with the alleged nonconformity of the
adr-HBsAg with the specifications, an independent laboratory, mutually agreed
upon in writing by the Parties, shall analyse samples of the alleged
nonconforming adr-HBsAg to determine compliance with the Specifications. Dynavax
and Berna shall be bound by the laboratory analysis of such adr-HBsAg. The cost
incurred in connection with retaining the independent laboratory shall be borne
by Dynavax if the adr-HBsAg in question is found to conform to the
Specifications and by Berna if it is found to not conform to the Specifications.

         3.7      PERMITTED USES. Dynavax shall use the adr-HBsAg supplied by
Berna hereunder only for purposes of research, development (including
pre-clinical testing and toxicology), manufacturing, marketing, distribution and
sale of Vaccines. Dynavax shall use the adr-HBsAg in compliance with this
Agreement and with all applicable federal, state and local laws and regulations.
Dynavax shall not transfer the adr-HBsAg or any related information to any
person who is not under the immediate and direct supervision of Dynavax, except
as may otherwise expressly be provided in this Agreement.

         3.8      ACCESS TO FACILITIES. At Dynavax cost, Berna shall permit
Dynavax and the Regulatory Authorities and their respective agents and
representatives reasonable access to the facilities where the Manufacturing and
Supply is being carried out at times mutually agreed to by Berna and Dynavax.

         3.9      SHIPPING. Delivery shall be to Dynavax, C.I.P, named place of
destination (Incoterms 2000), this place being outside the geographical region
of Europe, with costs of insurance and freight invoiced to Dynavax, or its
Sublicensee, as mentioned in Section 3.3. Risk for adr-HBsAg shall pass to
Dynavax after delivery. Title shall pass to Dynavax after full payment of the
invoiced price only.

         3.10     MAINTENANCE OF RECORDS. Berna shall keep or cause to be kept
complete, accurate and current records relating to all of its Manufacturing and
Supply activities in accordance with all applicable laws, cGMP and the
requirements of the Regulatory Authorities in the European Union.

         3.11     ACCESS TO RECORDS. Berna shall provide Dynavax, at Dynavax's
cost, with copies of all documentation under Berna's control relating to its
Manufacturing and Supply of adr-HBsAg to the extent such documentation is
required by any Regulatory Authority to be included in any Vaccines regulatory
approval submission to such Regulatory Authority and to the extent this is
economically reasonable. Berna hereby grants Dynavax and its Sublicensees


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


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<PAGE>

the right to reference Berna's regulatory approvals, if any, for adr-HBsAg and
the drug master file for each adr-HBsAg on file with any regulatory agency. Upon
Dynavax's request, Berna shall execute letters of authorisation evidencing
Dynavax' and its Sublicensees' reference rights as set forth above. While Berna
grants the above rights to the adr-HBsAg Technology and the use of the related
documention, it is Dynavax's and its Sublicensees' obligation to comply with all
relevant laws and regulations in the Territories.

         3.12     COMPLIANCE WITH GMP STANDARDS. Berna is producing the
adr-HBsAg under local cGMP requirements and is involved in the process of
increasing the cGMP standards towards the level which will be compliant with
European standards. Berna agrees to use reasonable commercial efforts to provide
adr-HBsAg that complies with European and Canadian standards if so required by
Dynavax.

4. PAYMENTS AND REPORTS

         4.1      LICENSE FEE. As partial consideration for the rights and
licenses granted hereunder, Dynavax shall pay Berna a non-refundable,
non-creditable license fee of [***] within ten (10) days of the Effective Date
of this Agreement.

         4.2      PROPHYLACTIC VACCINE

                  4.2.1    MILESTONES. As partial consideration for the rights
and licenses granted hereunder, Dynavax shall pay Berna the following
non-refundable, non-creditable milestone payments:

                           (a) [***] within thirty (30) days of submission of
                  the first application for licensure of Prophylactic Vaccine
                  anywhere in the Territories.

                  Such payment shall only be due if payment for the
                  corresponding milestone for the Therapeutic Vaccine has not
                  been made (Section 4.3.1(a)(i)).

                           (b) [***] within thirty (30) days following the first
                  licensure of Prophylactic Vaccine anywhere in the Territories.

                  Such payment shall only be due if payment for the
                  corresponding milestone for the Therapeutic Vaccine has not
                  been made (Section 4.3.1 (a)(ii)).

                  4.2.2    ROYALTY. As partial consideration for the rights and
licenses granted hereunder, Dynavax shall pay Berna a [***] royalty on annual
Net Sales made by Dynavax or its Sublicensee of Prophylactic Vaccine, commencing
with the first commercial sale of Prophylactic Vaccine by Dynavax or its
Sublicensee anywhere in the Territories.

         4.3      THERAPEUTIC VACCINE

                  4.3.1    IN CASE OF COMPLETION OF DEVELOPMENT AND
COMMERCIALISATION BY DYNAVAX, Dynavax shall pay Berna the following:


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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<PAGE>

                           (a) MILESTONES. As partial consideration for the
                  rights and licenses granted hereunder, Dynavax shall pay Berna
                  the following non-refundable, non-creditable milestone
                  payments based on achievement of the milestone events by
                  Dynavax:

                                    (i)      [***] within thirty (30) days of
                                    submission of the first application for
                                    licensure of Therapeutic Vaccine anywhere in
                                    the Territories.

                                    Such payment shall only be due if payment
                                    for the corresponding milestone for
                                    Prophylactic Vaccine has not been made
                                    (Section 4.2.1(a)).

                                    (ii)     [***] within thirty (30) days
                                    following the first licensure of Therapeutic
                                    Vaccine anywhere in the Territories.

                                    Such payment shall only be due if payment
                                    for the corresponding milestone for
                                    Prophylactic Vaccine has not been made
                                    (Section 4.2.1(b)).

                           (b) ROYALTY. As partial consideration for the rights
                  and licenses granted hereunder, Dynavax shall pay Berna a
                  [***] royalty on annual Net Sales made by Dynavax of
                  Therapeutic Vaccine, commencing with the first commercial sale
                  of Therapeutic Vaccine by Dynavax anywhere in the Territories.

                           (c) SALES BONUS PAYMENTS. As partial consideration
                  for the rights and licenses granted hereunder, Dynavax shall
                  pay Berna the following one-time milestone payments if the
                  applicable milestone event is achieved:

                                    (iii)    [***] upon achievement of [***] in
                                    cumulative Net Sales of Therapeutic Vaccine
                                    anywhere in the Territories.

                                    (iv)     [***] upon achievement of [***] in
                                    cumulative Net Sales of Therapeutic Vaccine
                                    anywhere in the Territories.

                  4.3.2    IN CASE DYNAVAX ELECTS TO SUBLICENSE DEVELOPMENT AND/
OR COMMERCIAL RIGHTS TO THE THERAPEUTIC VACCINE, Dynavax shall pay Berna the
following in lieu of payment under 4.3.1:

                           (a) [***] of all revenues, in any form (including,
                  but not restricted to, upfront, milestones, royalty and sales
                  bonus payments), it receives in consideration of having
                  granted such sublicense.

                           (b) For clarity, the following amounts received by
                  Dynavax shall not be deemed to be revenues in consideration of
                  the sublicense: equity investment in Dynavax, loans (if
                  repaid), and R&D funding.


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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         4.4      PAYMENT TERM. Royalties, if due, shall be paid for 15 years
from the first commercial sale of Vaccines in each country.

         4.5      PAYMENT SCHEDULE. Royalties shall be calculated on a
semi-annual basis, specifically, the periods January 1 through June 30 and July
1 through December 31, ("Semi-Annual Period") and shall be due and payable
within forty-five (45) days after the end of such Semi-Annual Period, commencing
upon the completion of the first Semi-Annual Period during which the first
commercial sale occurs.
Should Dynavax elect to sublicense development and/ or commercial rights to
Therapeutic Vaccine, payment of Berna share of the proceeds as defined in
Section 4.3.2 shall be due and payable within forty-five (45) days after the end
of the Semi-Annual Period, commencing upon completion of the Semi-Annual Period
during which signature of the sublicensing agreement occurs.

         4.6      PAYMENT REPORTS. Forty-five (45) days following the end of
each Semi-Annual Period, Dynavax shall furnish to Berna a written report that
includes (a) the identity of the countries in which sales of Vaccines have been
made and (b) the Net Sales of each Vaccine by Dynavax and the number thereof
sold in each such country. Such reports shall be due together with the royalty
and sales bonus payments under Sections 4.2.2, 4.3.1(b) and 4.3.1(c) subsequent
to launch of the Vaccines. Such reports shall be made whether or not Dynavax has
engaged in any sales of Vaccines during the Semi-Annual Period.
Should Dynavax elect to sublicense development and/ or commercial rights to
Therapeutic Vaccine, forty-five (45) days following the completion of the
Semi-Annual Period during which signature of the sublicensing agreement occurs,
Dynavax shall furnish to Berna a written report that includes details of
proceeds due to Dynavax under that agreement. At the end of each Semi-Annual
Period thereafter, Dynavax shall furnish to Berna a written report that details
any proceeds received by Dynavax from the Sublicensee. Such reports shall be due
together with payments under Section 4.3.2. Such report shall be made whether or
not Dynavax has received any proceeds from the Sublicensee during the
Semi-Annual Period.
All information provided by Dynavax pursuant to this Section 4.6 shall be
Confidential Information and subject to the terms of Section 14 hereto.

         4.7      AUDITS. Dynavax shall keep, and shall cause its Sublicensee to
keep, full, complete and accurate records and accounts of Net Sales of each
Vaccine and of other proceeds from Sublicensee in sufficient detail to enable
the royalty, sales bonus and other payments payable to Berna to be determined.
Upon reasonable notice to Dynavax, Berna shall have the right to have an
independent certified public accountant audit Dynavax's records pertaining to
Vaccines during normal business hours to verify the royalty, sales bonus and
other payments payable pursuant to this Agreement; provided, however that (a)
such audit shall not take place more frequently than once a year, and (b) shall
not cover such records for more than the preceding three (3) years. Such audits
shall be at Berna's expense unless such audit determines that Dynavax has paid
Berna less than ninety-five percent (95%) of the amount determined to be due for
a given time period, in which case such audit shall be at Dynavax's expense and
Dynavax shall pay to Berna the reasonable cost of such audit and any shortfall
in payments due to Berna within thirty (30) days following Berna's invoice to
Dynavax therefor. Dynavax shall preserve and maintain all such records and
accounts required for audit for a period of three (3) years after the calendar
year to which such records and accounts apply.

         4.8      PAYMENT INSTRUCTIONS. All payments due hereunder shall be made
in Swiss Francs (CHF) by wire transfer of immediately available funds to the
following account:

                  Account No.       [***]
                  Bank:             [***]


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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                  Swift Code:       [***]
                  Clearing No.      [***]

or to such other account as Berna may designate from time to time.

         4.9      PAST DUE AMOUNTS. Any past due payments under this Agreement
shall accrue interest until paid at [***] per annum, or the maximum rate
permitted by law, whichever is less.

5. DEVELOPMENT AND COMMERCIALISATION

As partial consideration for the rights and licenses granted hereunder, Dynavax
and Berna agree to the following terms for development and commercialisation, as
follows:

         5.1      PROPHYLACTIC VACCINE

                  5.1.1    BERNA TO COMMERCIALISE. As partial consideration for
the rights and licenses granted hereunder, Dynavax grants Berna the exclusive
right to commercialise Prophylactic Vaccine in the Territories on the following
terms:

                           (a) Within two (2) months after availability to
                  Berna, in at least a written overview form, of clinical
                  results from the first pivotal phase III trial of Prophylactic
                  Vaccine, Berna will negotiate and enter into a
                  commercialisation agreement with Dynavax for Prophylactic
                  Vaccine on commercially-reasonable terms as are negotiated by
                  the Parties, by providing, on a country-by-country basis, an
                  acceptable sales and marketing plan.

                           (b) The commercialisation agreement shall be
                  structured in the form of a distribution agreement under which
                  Berna shall have [***].

                           (c) Based on its review of the phase III trial
                  results and evaluation of the commercial opportunity, Berna
                  may exercise an option out of such commercialisation agreement
                  with Dynavax for Prophylactic Vaccine (if entered into) on a
                  country-by-country basis at its sole discretion. If so,
                  Dynavax may choose to commercialise Prophylactic Vaccine
                  alone, subject to the payment provisions of Section 4.2.

         5.2      THERAPEUTIC VACCINE

                  5.2.1    OPTION TO COLLABORATE. As partial consideration for
the rights and licenses granted hereunder, Dynavax grants Berna an exclusive
option to negotiate and enter into a joint development agreement for the
Therapeutic Vaccine on commercially reasonable terms as are negotiated by the
Parties, on the following terms:

                           (a) This option shall be valid from the Effective
                  Date and shall expire [***] after availability to Berna, in at
                  least a written overview form, of phase II proof-of-concept
                  data showing statistically significant impact on markers of
                  viral replication or histological markers of liver damage.

                           (b) Should Berna exercise the option and the Parties
                  enter into a joint development agreement with Dynavax. [***].
                  This sum shall be


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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                  payable in semi-annual instalments of one third. The first
                  payment shall be made within 30 days of expiry of the option
                  period, with the remaining payments to be made on the two
                  subsequent six-month anniversaries of this date.

                           (c) Should Berna exercise the option to enter into a
                  joint development agreement with Dynavax, [***].

                           (d) Should Berna exercise the option to enter into a
                  joint development agreement with Dynavax, the terms of this
                  Agreement, as applicable to Therapeutic Vaccine according to
                  Sections 2, 3.2, 4 and 6, become void from the date of
                  signature of the joint development agreement. The option to
                  commercialise (Section 5.2.2) becomes void also.

                  5.2.2    OPTION TO COMMERCIALISE. If Berna does not exercise
its option under Section 5.2.1, and Dynavax has not sublicensed commercial
rights to the Therapeutic Vaccine as part of a combined development and
commercialisation agreement, then Dynavax grants Berna an exclusive option to
commercialise Therapeutic Vaccine on the following terms:

                           (a) This option shall be valid from the Effective
                  Date and shall expire [***] after availability of clinical
                  results to Berna, in at least a written overview form, from
                  the first pivotal phase III trial, during which time Berna
                  will be entitled to negotiate and enter into a
                  commercialisation agreement with Dynavax for the Therapeutic
                  Vaccine on commercially-reasonable terms as are negotiated by
                  the Parties, by providing, on a country-by-country basis, an
                  acceptable sales and marketing plan.

                           (b) The commercialisation agreement shall be
                  structured in the form of a distribution agreement under which
                  Berna shall have [***].

                           (c) Should Berna exercise the option and the Parties
                  enter into a commercialisation agreement with Dynavax for
                  Therapeutic Vaccine, the terms of this Agreement as applicable
                  to Therapeutic Vaccine become void from the date of signature
                  of the commercialisation agreement.

6. PERFORMANCE OBLIGATIONS.

         6.1      COMMERCIAL DEVELOPMENT. Dynavax shall use its commercially
reasonable diligent efforts to meet the development schedule attached hereto as
Appendix B. Dynavax shall at all times keep Berna generally informed of
Dynavax's updated development plans, which Dynavax shall provide to Berna in
writing [***], for Vaccines, including Dynavax's planned timing for Vaccines
commercial launch dates on a country-by-country basis. All dates and other
information provided by Dynavax in such plan shall be used for planning purposes
only, and shall be subject to reasonable modification by Dynavax based on its
actual progress in the development process. Berna and Dynavax shall meet
annually regarding Dynavax's efforts under this Agreement. Not more than two
representatives from each Dynavax and Berna shall attend such meeting, which may
take place either in person in a mutually agreed-upon location or via
teleconference. At least thirty (30) days prior to each such meeting, Dynavax
shall submit an annual written report to Berna that summarises Dynavax's efforts
toward development and commercialisation of Vaccines.


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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         6.2      MARKETING DOCUMENTATION. At all times during the term of this
Agreement, Dynavax agrees to furnish reasonably promptly to Berna upon request
all documentation and data that is or may hereafter be in Dynavax's possession
relating to Dynavax's marketing of Vaccines, including, but not limited to,
marketing support data. All such information and data shall be Confidential
Information subject to Section 14 hereof.

7. GOVERNMENTAL APPROVALS.

         7.1      A Party shall be responsible at its own expense for obtaining
all Government Approvals for a Vaccine in any country where that Vaccine shall
be sold or otherwise distributed by that Party. Each Party, at its own expense,
agrees to provide the other Party with any assistance reasonably requested by it
in obtaining such Governmental Approvals. While Berna grants the above rights to
the adr-HBsAg Technology and the use of the related documention, it is Dynavax's
and its Sublicensees' obligation to comply with all relevant laws and
regulations in the Territories.

         7.2      Within sixty (60) days following receipt by a Party, it shall
promptly provide the other Party with notice of all Government Approvals
received by it regarding Vaccines.

8. PUBLICATIONS.

         8.1      IN GENERAL. Dynavax shall not publish or present, orally or in
writing, including without limitation at symposia, national or regional
professional meetings, or to publish in journals or other publications, any
Confidential Information of Berna in any way relating to any aspect of the
adr-HBsAg, whether separately or as part of Vaccines, including, but not limited
to, the development or manufacture of the adr-HBsAg, whether separately or as
part of Vaccines (the "Proposed Publication"), without providing Berna the
opportunity for prior review. The Proposed Publication will be submitted to
Berna at least [***] prior to the date on which it is to be submitted or
disclosed to any person or entity not a party to this Agreement. During the
[***] period, Berna will review the Proposed Publication for accuracy,
disclosure of patentable material or disclosure of its Confidential Information.
If, in Berna's sole opinion, a Proposed Publication contains patentable
material, Berna will so notify Dynavax before the expiration of the [***] review
period. After such notice, Berna may delay publishing for a period of up to
[***], to permit filing of appropriate patent applications. Berna shall have the
right to remove its Confidential Information from any Proposed Publication.

         8.2      PUBLIC ANNOUNCEMENTS.

                  8.2.1    Within 7 days of the execution of this Agreement, the
Parties agree to issue a joint press release on the same date. This press
release must receive the prior written approval of each party prior to issuance,
which approval shall not be unreasonably withheld

                  8.2.2    During the term of this Agreement, the Parties agree
to consult with each other before issuing any press release or making any public
statement based on new or previously undisclosed information with respect to
this Agreement or any other transaction contemplated herein and, except as may
be required by applicable law or any listing agreement with any national
securities exchange, shall not issue any such press release or make any such
public statement prior to obtaining the written consent of the other Party, such
consent not to be unreasonably withheld.


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

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<PAGE>

9. REPRESENTATIONS AND WARRANTIES.

         9.1      NONTRANSFER. Dynavax represents and warrants that it will not
transfer the adr-HBsAg, other than as part of the Vaccines, to any third party
without the prior written consent of Berna, save for Dynavax's transfer of
adr-HBsAg to its Sublicensee or Fill and Finish Manufacturer as stipulated in
Section 2.3, or as a Permitted Use under Section 3.7.

         9.2      COMPLIANCE WITH LAW. Dynavax warrants that Vaccines
manufactured and/or sold or distributed by Dynavax will be manufactured, sold
and distributed in accordance with all applicable laws, rules and regulations of
the country of manufacture, sale or distribution of such Vaccines. Berna
warrants that all adr-HBsAg manufactured and sold to Dynavax will be
manufactured, sold and distributed in accordance with all applicable laws, rules
and regulations of the country of manufacture.

         9.3      NO CONFLICT. Each Party hereby represents and warrants that it
is authorised to enter into this Agreement and that this Agreement does not
create a conflict with any other right or obligation provided under any other
agreement or obligation that such Party has with any third party.

10. INDEMNIFICATION.

         10.1     Dynavax hereby agrees to indemnify, defend and hold harmless
Berna, its Affiliates and their officers, agents and employees from and against
any and all claims, actions, proceedings, liabilities or losses, including
reasonable legal expenses and costs, including attorney fees (collectively,
"Losses"), that arise from (a) any material breach of this Agreement, including
a breach of any representation, warranty or covenant made by Dynavax hereunder,
by Dynavax, (b) the negligence or wilful misconduct of Dynavax, its Affiliates
or Sublicensee(s) and the employees, agents and contractors thereof, (c) any
manufacturing of Vaccines, (d) the Vaccines infringing upon or violating any
third party's patent or other proprietary rights , or (e) any handling,
possession, use, marketing, distribution or sales of Vaccines by Dynavax or its
Sublicensee(s); provided, however, that Dynavax shall have no obligation to
indemnify Berna to the extent that such losses are the result of Berna's gross
negligence or wilful misconduct or supply of defective adr-HBsAg.

         10.2     Berna hereby agrees to indemnify, defend and hold harmless
Dynavax, its Affiliates and their officers, agents and employees from and
against any and all claims, actions, proceedings, liabilities or losses,
including reasonable legal expenses and costs, including attorney fees
(collectively, "Losses"), that arise from (a) any material breach of this
Agreement, including a breach of any representation, warranty or covenant made
by Berna hereunder, by Berna, (b) the negligence or wilful misconduct of Berna,
its Affiliates or Sublicensee(s) and the employees, agents and contractors
thereof, (c) any manufacturing of adr-HBsAg, (d) the adr-HBsAg infringing upon
or violating any third party's patent or other proprietary rights in the country
of manufacturing, or (e) any handling, possession, use, marketing, distribution
or sales of Vaccines by Berna or its sublicensees; provided, however, that Berna
shall have no obligation to indemnify Dynavax to the extent that such Losses are
the result of Dynavax's gross negligence or wilful misconduct.

11. INSURANCE.

         11.1     Dynavax shall obtain and maintain in effect during the term of
this Agreement and for five (5) year thereafter, with financially strong
insurance carriers, commercial general liability insurance covering bodily
injury and property damage necessary to meet its liability obligations under
this Agreement or amounts comparable to other companies of the same size

                                       13

<PAGE>

and having the same business as Dynavax. Dynavax shall provide a statement to
Berna in which Dynavax identifies its insurer and warrants that its coverage is
sufficient to meet its obligations set forth herein. The insurance limits will
be increased as a function of increasing sales levels. There shall be a thirty
(30) day notice of cancellation with respect to the insurance coverage, and
Berna shall be notified in the event of any material change directly affecting
Berna in the insurance contract or coverages afforded. Dynavax shall be solely
responsible for the payment of any deductible. Berna shall maintain similar
insurance levels as the above.

12. LIMITATION OF LIABILITY

In no event will either Party hereto be liable for any special, incidental,
consequential or indirect damages suffered by the other Party arising in any way
out of this Agreement, however caused and on any theory of liability. This
limitation will apply even if the Party has been advised of the possibility of
such damage.

13. DISCLAIMER OF WARRANTIES.

All adr-HBsAg are licensed and supplied hereunder "as is," and Berna hereby
disclaims any and all representations and warranties with regard to the
adr-HBsAg and Vaccines, express or implied, and specifically disclaims any other
express or implied warranties, including any implied warranties of
merchantability or fitness for a particular purpose or use and any other
statutory warranties or any warranty of patentability or noninfringement.

14. CONFIDENTIALITY.

         14.1     CONFIDENTIAL INFORMATION. "Confidential Information" shall
mean any proprietary information of a Party that is specifically designated as
"confidential" and that is disclosed by such Party to the other Party in any
form in connection with this Agreement. For the term of this Agreement and five
(5) years from the date of expiration or termination, each party (a) shall treat
as confidential all Confidential Information provided by the other Party, (b)
shall not use such Confidential Information except as expressly permitted under
the terms of this Agreement or otherwise authorised in writing by the disclosing
party, (c) shall implement reasonable procedures to prohibit the disclosure,
unauthorised duplication, misuse or removal of such Confidential Information,
and (d) shall not disclose such Confidential Information to any third party
except as permitted under the Agreement. Without limiting the foregoing, each of
the Parties shall use at least the same procedures and degree of care to prevent
the disclosure of Confidential Information as it uses to prevent the disclosure
of its own confidential information of like importance, and shall in any event
use no less than reasonable procedures and a reasonable degree of care.

         14.2     EXCEPTIONS. Notwithstanding the above, a Party shall have no
obligation under Section 14.1 with regard to any Confidential Information of the
other Party that such Party can demonstrate by competent evidence:

                           (a) was generally known and available to the public
                  domain at the time it was disclosed, or becomes generally
                  known and available to the public domain through no fault of
                  the receiver;

                           (b) was known to the receiver at the time of
                  disclosure as shown by the written records in existence at the
                  time of disclosure;

                           (c) is disclosed with the prior written approval of
                  the disclosing Party;

                                       14

<PAGE>

                           (d) becomes known to the receiving Party from a
                  source other than the disclosing Party without breach of this
                  Agreement by the receiving party and in a manner which is
                  otherwise not in violation of the disclosing party's rights;
                  or

                           (e) was independently developed by receiving Party
                  without any use of Confidential Information of the disclosing
                  Party.

                  14.2.2   REQUIRED DISCLOSURE. Notwithstanding the foregoing, a
Party may disclose specific Confidential Information of the other Party solely
to the extent such disclosure is required pursuant to the order or requirement
of a court, administrative agency, or other governmental body; provided, that
the disclosing Party shall provide reasonable advance notice to enable the other
Party to seek a protective order or otherwise prevent such disclosure.

15. TERM AND TERMINATION.

         15.1     TERM. The term of this Agreement shall be from the Effective
Date until expiration of Dynavax obligations to pay royalties pursuant to
Section 4.4.

         15.2     TERMINATION BY AGREEMENT. This Agreement may be earlier
terminated by either party upon mutual written agreement.

         15.3     TERMINATION BY DYNAVAX.

                  15.3.1   TERMINATION. This Agreement may be earlier terminated
by Dynavax upon twelve (12) months written notice to Berna. If Dynavax
terminates under this provision, Berna may continue to manufacture the amounts
of adr-HBsAg that are then considered "firm and binding" pursuant to Section 3.5
above, and, if Berna provides or has provided adr-HBsAg to Dynavax, then Dynavax
shall make all payments later due to Berna pursuant to Sections 3.2 and 4.

                  15.3.2   PARTIAL TERMINATION. If Berna does not exercise its
option to collaborate under Section 5.2.1 above, then Dynavax may terminate this
Agreement solely as to the Therapeutic Vaccine if, in its sole discretion, it
determines based on technical and commercial considerations that further
development of the Therapeutic Vaccine is not feasible.

         15.4     TERMINATION FOR BREACH. Upon any material breach of this
Agreement by a Party, the non-breaching Party may terminate this Agreement upon
sixty (60) days written notice to the breaching party, provided that such notice
shall become effective at the end of the sixty (60) day period only if the
breaching party shall not have cured such breach within such period. For
purposes of this Agreement, breach shall be deemed to "material" if it includes,
but not be limited to, (a) the promotion and sale of Vaccines for use outside of
the Disease Field, (b) distribution of adr-HBsAg other than as allowed under
this Agreement, (c) failure to pay the royalties and other payments due under
Section 4, (d) failure to comply with the publication obligations specifically
related to adr-HBsAg under Section 8.1, and (e) failure to comply with the
insurance requirements under Section 11.

         15.5     BANKRUPTCY. Either Party may terminate this Agreement by
giving thirty (30) days written notice to the other Party if such other Party
(a) files a petition of bankruptcy or has any such petition filed against such
other Party; (b) goes into compulsory liquidation; (c) has its business placed
in the possession of a receiver, a government or a government agency; (d) makes
an assignment for the benefit of creditors; or (e) is subject to a dissolution
or winding up.

                                       15

<PAGE>

         15.6     EFFECTS OF TERMINATION. Neither expiration nor termination
shall relieve either party of its obligations under Sections 4.4 through 4.9, 8,
9 through 14 and 16. Further, Dynavax shall make all reports and payments as are
required for the final quarter. Upon expiration or termination hereof, at
Berna's option, Dynavax shall return or destroy, and certify destruction of, any
adr-HBsAg in Dynavax's possession or control.

16. MARCH-IN RIGHTS

In the event that Berna is unable to manufacture and/or to supply to Dynavax the
forecasted and ordered amount of adr-HBsAg requested by Dynavax (subject to the
exceptions of Section 3.5(a) and 3.5(b) above) for any reason whatsoever
(including, but not limited to, bankruptcy, reorganization or merger), and does
not cure such failure within one hundred and twenty (120) days of written notice
by Dynavax, then Berna grants Dynavax a non-exclusive, non-sublicensable, right
and license under the adr-HBsAg Technology in the Territories to make or have
made by a third party adr-HBsAg for purposes solely of satisfying Dynavax's
requirements for making Vaccines. The choice of such third party will require
the explicit consent of Berna, the declaration of which should not be
unreasonably withheld.

Dynavax shall thereafter be entitled to access to all material and proprietary
rights owned or licensed by Berna necessary to make adr-HBsAg. Such access
includes, but is not limited to:

                           (a) access to Berna's Manufacturing Working Cell
                  Bank, and manufacturing process for adr-HbsAg and the relevant
                  analytical procedures.

                           (b) reasonable technical assistance by Berna to
                  enable such manufacturing technology transfer.

All information provided by Berna pursuant to this Section 16 shall be
Confidential Information and subject to the terms of Section 14. Dynavax shall
use its best efforts to enter into any such manufacturing agreement on customary
commercial terms that will allow for termination upon Berna's ability to again
supply adr-HBsAg. If Dynavax does enter into such a manufacturing agreement,
then such right and license shall not be revoked until such time as Berna is
once again in a position to meet its supply obligations under this Agreement, at
which time Dynavax's agreement with any third-party manufacturer will be
terminated in accordance with the terms therein.

To prevent above mentioned inability to manufacture and/or to supply, Berna has
the right to supply to Dynavax, observing reasonable lead times for change,
adr-HbsAg from a different manufacturing site that meets the specifications of
Annex 2 and is accompanied by documentation satisfying Article 3.12 of this
Agreement.

17. GENERAL PROVISIONS.

17.1 INDEPENDENT CONTRACTORS. Berna and Dynavax shall be independent contractors
and shall not be deemed to be partners, joint venturers or each other's agents,
and neither party shall have the right to act on behalf of the other except as
is expressly set forth in this Agreement.

17.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement sets forth the entire agreement
and understanding between the parties and supersedes all previous agreements,
promises, representations, understandings, and negotiations, whether written or
oral between the parties with respect to the subject matter hereof. There shall
be no amendments or modifications to

                                       16

<PAGE>

this Agreement, except by a written document signed by both parties.

17.3 ASSIGNMENT. This Agreement shall be binding upon and shall inure to the
benefit of any successor or successors of Berna and Dynavax by reorganisation,
merger, consolidation or otherwise, and any assignee that has acquired all of
substantially all of the business and properties of either. Berna and Dynavax
shall not otherwise assign their rights and obligations hereunder unless having
obtained the prior written consent of the other party hereto, which consent will
not be unreasonably withheld or delayed.

17.4 GOVERNING LAW; INJUNCTIVE RELIEF. This Agreement shall be construed and
enforced in accordance with the laws of Switzerland. It is understood that the
application of the United Nations Convention on Contracts for the International
Sales of Goods (CISG, Vienna 1980) shall be excluded.Berna shall have the right
to such injunctive relief or other legal or equitable relief as is reasonable to
ensure that Dynavax does not transfer the adr-HBsAg to a third party, except as
allowed under this Agreement, without Berna's prior written consent

17.5 DISPUTE RESOLUTION. Any dispute or claim arising out of or in
connection with this Agreement shall be resolved as follows: (a) for a period of
thirty (30) days after a dispute arises the respective chief executive officers
of the parties or their designees shall negotiate in good faith in an effort to
resolve the dispute, and (b) if the dispute has not been resolved at the close
of such thirty (30) day period, the matter will be finally settled by binding
arbitration. The arbitration proceedings shall be governed by the procedural
rules of Chapter 12 of the Swiss Private International Law Act of December18,
1987 (SPIL;SR 291) and by any further rules subsequently agreed upon by the
PARTIES or fixed by the arbitration tribunal.

17.6 SEVERABILITY. If any provision of this Agreement is finally held to be
invalid, illegal or unenforceable by a court of competent jurisdiction, the
validity, legality and enforceability of the remaining provisions shall not be
affected or impaired in any way.

17.7 WAIVER. Any delay or failure in enforcing a party's rights under this
Agreement or any waiver as to a particular default or other matter shall not
constitute a waiver of a party's right to the future enforcement of its rights
under this Agreement.

17.8 NOTICE. Any notice required or permitted by this Agreement to be given to
either party shall be in writing and shall be deemed given when delivered
personally, by confirmed telecopy to a fax number designated in writing by the
party to whom notice is given, or by registered, recorded or certified mail,
return receipt requested, and addressed to the party to whom such notice is
directed, at:

If to Berna:      Berna Biotech AG.
                  Rehhagstrasse 79
                  CH-3018 Berne
                  Switzerland
                  Attention:  CEO
                  Fax: +41 31 980 62 29

                                       17

<PAGE>


with a copy to:   Berna Biotech Ltd.
                  Rehhagstrasse 79
                  CH-3018 Berne
                  Switzerland
                  Attention: VP Legal/Regulatory Affairs
                  Fax: + 41 31 980 6312

If to Dynavax:    Dynavax Technologies Corporation
                  717 Potter Street, Suite #100
                  Berkeley, California 94710, USA
                  Attention: President
                  Fax: (510) 450-7740

with a copy to:   Cooley Godward LLP
                  Five Palo Alto Square
                  3000 El Camino Real
                  Palo Alto, CA 94306
                  Attention: Barclay James Kamb, Esq.
                  Fax: (650) 849-7400

or at such other address or telecopy number as such party to whom notice is
directed may designate to the other party in writing.

17.9     FORCE MAJEURE. If the performance of this Agreement or any obligations
hereunder is prevented, restricted or interfered with by reason of fire or other
casualty or accident, strikes or labour disputes, war or other violence, any
law, order, proclamation, ordinance, demand or requirement of any government
agency, or any other act or condition beyond the control of the parties hereto,
the party so affected, upon giving prompt notice to the other party shall be
excused from such performance (other than the obligation to pay money) during
such prevention, restriction or interference.

17.10    HEADINGS. The section headings appearing in this Agreement are inserted
only as a matter of convenience and in no way define, limit, construe or
describe the scope or extent of such section or in any way affect such section.

17.11    COUNTERPARTS. This Agreement may be signed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one
instrument.

18. LIST OF APPENDICES

Appendix A: Specification of adr-HBsAg, extra highly concentrated

Appendix B: Commercial Development schedules of Prophylactic Vaccine and of
Therapeutic Vaccine.

Appendix C: Berna Biotech List of relevant Patents

                                       18

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date last written below.

DYNAVAX,                                       717 Potter Street, Suite #100

                                               Berkeley, California 94710 U.S.A.

/s/ Dino Dina                                  October 28, 03
---------------------------                    --------------

Dr. Dino Dina                                  Date:

President and Chief Executive Officer

BERNA BIOTECH AG,                              Rehhagstrasse 79

                                               CH-3018 Berne, Switzerland

/s/ Daan Ellens
---------------------------

[Name] DAAN ELLENS                             Date: 28 October 2003

[Title]  CHIEF OPERATION OFFICER
         CEO, Rhein Biotech N.V.

/s/ Illegible
---------------------------

[Name] Illegible                               Date: 28 October 2003

[Title] Director Rhein Biotech NV

/s/ J. v. Manger - Koenig                      28 October 2003
---------------------------

Jorg von Manger - Koenig
Executive Vice President
Legal/Regulatory Affairs
Intellectual Property Rights

                                       19

<PAGE>


APPENDIX A

SPECIFICATION OF adr-HBsAg, EXTRA HIGHLY CONCENTRATED BULK

-   Not formaldehyde treated

-   No preservative (thimerosal) has been added.


<TABLE>
<CAPTION>
NR.           TEST-ITEM               METHOD                  DIMENSIONS                    SPECIFICATIONS
--------------------------------------------------------------------------------------------------------------------
<S>      <C>                     <C>                    <C>                       <C>
1.       Protein content         Lowry method           (Mu)g/mL                  1.8x10(3) < or = X < or = 2.6x10(3)
--------------------------------------------------------------------------------------------------------------------
2.       HBsAg protein content   ELISA                  % on protein              > or = 95
--------------------------------------------------------------------------------------------------------------------
3.       Polysaccharide content  Anthrone method        (Mu)g/100 (Mu)g protein   < or = 10
--------------------------------------------------------------------------------------------------------------------
4.       Lipid content           Sulfphospho            (Mu)g/100 (Mu)g protein   < or = 100
                                 vanillin method
--------------------------------------------------------------------------------------------------------------------
5.       Agents used for         determination by       (Mu)g/100 (Mu)g protein   < or =  50
         purification process:   spectrophotometer
         Tween 20 content
--------------------------------------------------------------------------------------------------------------------
6.       Agents used for         detection of           (Mu)g/20 (Mu)g protein    < or =  5
         purification process:   residual Cesium by
         CsCl content            ion chromatography
--------------------------------------------------------------------------------------------------------------------
7.       Endotoxin               LAL                    E.U./ 100 (Mu)g           < or = 10
                                                        protein
--------------------------------------------------------------------------------------------------------------------
8.       Sterility               Direct method or                                 Sterile
                                 Membrane filter
                                 method
--------------------------------------------------------------------------------------------------------------------
9.       Conclusion release      Pass
--------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       20

<PAGE>

APPENDIX B

COMMERCIAL DEVELOPMENT SCHEDULES: PROPHYLACTIC VACCINE AND THERAPEUTIC VACCINE

                   HEPATITIS B PROPHYLACTIC DEVELOPMENT PLAN

[***]

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.


                                       21

<PAGE>

APPENDIX B

COMMERCIAL DEVELOPMENT SCHEDULES: PROPHYLACTIC VACCINE AND THERAPEUTIC VACCINE

                    HEPATITIS B THERAPEUTIC DEVELOPMENT PLAN

[***]

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.


                                       22

<PAGE>

APPENDIX C

Licensed Patents


<TABLE>
<CAPTION>
Docket           Title                         Country         Serial No/Filing Date    Status
Number
<S>              <C>                           <C>             <C>                      <C>
Rhein Biotech    Process for preparing a         EP            Filed 25.07.1985         Granted 12.06.1991 as EP
                                                                                        173 378

                 Polypeptide by culturing a                                             Granted 31.08.1993 as US
                 transformed                     US            Filed 24.09.1990         5,240,838

                 Microorganism suitable          US            Filed 07.06.1995         Granted 21.04.1998 as US
                                                                                        5,741,672

                 Therefore and DNA sequences
                 suitable for preparing such     JP                                     Granted as JP 2 592 444
                 microorganism
                                                 JP                                     Granted as JP 2 675 202

                                                 JP                                     Granted as JP 2 575 284

                                                 DK                                     Pending

                                                 CA                                     pending
</TABLE>


                                       23

<PAGE>


<TABLE>
<S>              <C>                             <C>           <C>                      <C>
Rhein Biotech    DNA molecules coding for        EP            Filed 17.07.1987         Granted 18.05.1994 as
                 FMDH control regions and                                               EP 299 108       Granted
                 structured gene for a           US            Filed 03.03.1992         14.02.1995 as US
                 protein having FMDH                                                    5,389,525        Granted
                 activity and their uses         CA            Filed 28.10.1988         25.03.1997 as CA
                                                                                        1,339,012        Granted

                                                 JP            Filed 01.11.1988         02.06.2000 as JP 307 299
                                                                                        3         Granted
                                                 BR            Filed 17.10.1996         01.08.2000 as BR PI
                                                                                        1100065-1
                                                 CL            Filed 24.09.1996         Pending

                                                 DK            Filed 26.10.1988         Pending
</TABLE>


                                       24


<PAGE>
[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                                                    EXHIBIT 10.9

                           EXCLUSIVE LICENSE AGREEMENT

                                     between

                   THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

                                       and

                        DYNAVAX TECHNOLOGIES CORPORATION

                                       for

                         UC Case Nos. 92-296 and 97-138

 Method, Compositions and Devices For Administration of Naked Nucleotides Which
                      Express Biologically Active Peptides,

                                       and

                  Immunostimulatory Oligonucleotide Conjugates


<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
Article No./Title                                                                                              Page
-----------------                                                                                              ----
<S>                                                                                                            <C>
BACKGROUND ...............................................................................................       1
1. DEFINITIONS ...........................................................................................       2
2. LIFE OF PATENT EXCLUSIVE GRANT ........................................................................       5
3. SUBLICENSES ...........................................................................................       5
4. PAYMENT TERMS .........................................................................................       6
5. LICENSE-ISSUE FEE .....................................................................................       8
6. LICENSE MAINTENANCE FEE ...............................................................................       8
7. EARNED ROYALTIES AND MINIMUM ANNUAL ROYALTIES .........................................................       9
8. ADDITIONAL PAYMENTS ...................................................................................       9
9. DUE DILIGENCE .........................................................................................      10
10. OPTION ON FUTURE TECHNOLOGY ..........................................................................      12
11. PROGRESS AND ROYALTY REPORTS .........................................................................      12
12. BOOKS AND RECORDS ....................................................................................      13
13. LIFE OF THE AGREEMENT ................................................................................      14
14. TERMINATION BY THE REGENTS ...........................................................................      14
15. TERMINATION BY THE LICENSEE ..........................................................................      15
16. DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION ............................................      15
17. USE OF NAMES AND TRADEMARKS ..........................................................................      15
18. LIMITED WARRANTY .....................................................................................      15
19. PATENT PROSECUTION AND
 MAINTENANCE ...................................................................      16
20. PATENT MARKING .......................................................................................      19
21. PATENT INFRINGMENT ...................................................................................      19
22. INDEMNIFICATION ......................................................................................      20
23. NOTICES ..............................................................................................      21
24. ASSIGNABILITY ........................................................................................      22
25. NO WAIVER ............................................................................................      22
26. GOVERNING LAWS .......................................................................................      22
27. PREFERENCE FOR UNITED STATES INDUSTRY ................................................................      23
28. GOVERNMENT APPROVAL OR REGISTRATION ..................................................................      23
29. EXPORT CONTROL LAWS ..................................................................................      23
30. SECRECY ..............................................................................................      23
31. MISCELLANEOUS ........................................................................................      25
</TABLE>



<PAGE>

CASE NOS. 92-296 & 97-138

                           EXCLUSIVE LICENSE AGREEMENT

                                       for

 Method, Compositions and Devices For Administration of Naked Nucleotides Which

                      Express Biologically Active Peptides

                                       and

                  Immunostimulatory Oligonucleotide Conjugates

         This license agreement (the "Agreement") is made effective this 26th
day of March, 1997 (the "Effective Date") between THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA, a California corporation having its statewide administrative
offices at 300 Lakeside Drive, 22nd Floor, Oakland, California 94612-3550, ("The
Regents"), and Dynavax Technologies Corporation, a California corporation having
a principal place of business at Alta Partners, One Embarcadero Center, San
Francisco, CA 94111, (the "Licensee").

                                   BACKGROUND

         A.       Certain inventions, generally characterized in the patent
applications entitled "Method, Compositions and Devices For Administration of
Naked Nucleotides Which Express Biologically Active Peptides" UC Case No. 92-296
and "Immunostimulatory Nucleotide Sequences" UC Case No. 97-138 (collectively
the "Invention"), were made in the course of research at the University of
California, San Diego by Drs. Dennis A. Carson, Eyal Raz and Meredith Howell and
are covered by Regents' Patent Rights as defined below;

                                       1


<PAGE>

         B.       The development of the Invention was sponsored in part by the
National Institutes of Health and as a consequence this license is subject to
overriding obligations to the Federal Government under 35 U.S.C. Sections
200-212 and applicable regulations;

         C.       The development of the Invention was sponsored also in part by
Ciba-Geigy Ltd., which has waived its rights to the Invention in a letter to The
Regents dated May 14, 1996;

         D.       The Licensee has evaluated the Invention under a Secrecy
Agreement with The Regents dated July 15, 1996 (U.C. Control No. 97-20-0023);

         E.       The Licensee wished to obtain rights from The Regents for the
commercial development, use, and sale of products from the Invention, and The
Regents is willing to grant those rights so that the Invention may be developed
to its fullest and the benefits enjoyed by the general public;

         F.       The Licensee is a "`small business concern" as defined
pursuant to 15 U.S.C. Section 632; and

         G.       Both parties recognize and agree that royalties due under this
Agreement will be paid on both pending patent applications and issued patents.

                                 - - oo 0 oo - -

         In view of the foregoing, the parties agree:

1.       DEFINITIONS

         1.1      "Regent's Patent Rights" means any subject matter claimed or
disclosed in any of the following:


<TABLE>
<CAPTION>
 CASE NUMBER      U.S. PATENT APPLICATION             FILING DATE
                       SERIAL NUMBER
--------------------------------------------------------------------------------
<S>               <C>                           <C>
92-296-1                08/112,440              August 26, 1993 - (now
                                                abandoned)

92-296-2                08/464,878                   June 7, 1995
</TABLE>


                                       2


<PAGE>


<TABLE>
<S>                     <C>                        <C>
92-296-3                08/333,068                  November 1, 1994

92-296-4                08/334,260                  November 3, 1994

92-296-5                [***]                       [***]

92-296-6                [***]                       [***]

92-296-7                [***]                       [***]

92-296-8                [***]                       [***]

92-296-9                [***]                       [***]

92-296-A                08/593,554                  January 30, 1996

92-296-B                08/725,968                  October 4, 1996

97-138-1                60/028,118                  October 11, 1996
</TABLE>


         by Drs. Dennis A. Carson, Eyal Raz and Meredith Howell and assigned to
The Regents; and continuation applications thereof, and divisions,
substitutions, and continuation-in-part applications, but only to the extent
claims in any such continuation-in-part application contain subject matter
included in the foregoing listed applications as originally filed in the U.S.
Patent and Trademark Office ("USPTO"); any patents issuing on said applications
including reissues, reexaminations and extensions; and any corresponding foreign
applications or patents (including inventor's certificates).

         1.2      "Licensed Product" means any machine, manufacture or
composition of matter that is either claimed or disclosed in Regents' Patent
Rights, or that is produced by the Licensed Method or, the use of which would
constitute, but for the license granted to the Licensee under this Agreement, an
infringement of any pending or issued claim within Regents' Patent Rights.

         1.3      "Licensed Method" means any method that is claimed or
disclosed in Regents' Patent Rights, the use of which would constitute, but for
the license granted to the Licensee under this Agreement, an infringement of any
pending or issued claim within Regents' Patent Rights.

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       3


<PAGE>

         1.4      "Net Sales" means the total of the gross invoice prices of
Licensed Products sold or Licensed Methods performed by the Licensee, or an
Affiliate or a sublicensee of Licensee, less the sum of the following actual and
customary deductions where applicable: cash, trade, or quantity discounts;
sales, use, tariff, import/export duties or other excise taxes imposed on
particular sales; transportation charges and allowances; credits to customers
because of rejections or returns or discounts actually allowed. For purposes of
calculating Net Sales, transfers to an Affiliate or sublicensee for end use for
purposes other than performing research and development of Licensed Products by
the Affiliate or sublicensee will be treated as sales at list price.

         1.5      "Affiliate" means any corporation or other business entity
which the Licensee owns or controls, directly or indirectly, at least fifty
percent (50%) of the outstanding stock or other voting rights entitled to elect
directors, or by which the Licensee is owned or controlled directly or
indirectly by at least fifty percent (50%) of the outstanding stock or other
voting rights entitled to elect directors; but in any country where the local
law does not permit foreign equity participation of at least fifty percent
(50%), then an "Affiliate" includes any company in which the Licensee owns or
controls or is owned or controlled by, directly or indirectly, the maximum
percentage of outstanding stock or voting rights permitted by local law.

         1.6      "Attributed Income" means the following types of income
received by Licensee which is attributable to the Invention licensed hereunder:
upfront licensing fees paid to Licensee by third parties (e.g. corporate
partners and sublicensees of Licensee) and licensing and/or research and
development (R&D) milestone payments made to Licensee for the development of
Licensed Products which milestone payments are payable prior to (but not after)
the commencement of clinical trials for a Licensed Product to which the income
is attributable. Attributed Income does not include amounts received by Licensee
from third parties for the purchase of an equity interest in Licensee (except
amounts in excess of the fair market value of Licensee's stock at the time such
purchase is made), amounts received to fund Licensee's research and development
efforts (charged at cost), amounts received by Licensee

                                       4


<PAGE>

as a loan subject to repayment, or reimbursement of patent costs, or amounts
received by Licensee for research and development and/or licensing of technology
not covered by Regents' Patent Rights.

2.       LIFE OF PATENT EXCLUSIVE GRANT

         2.1      Subject to the limitations set forth in this Agreement, The
Regents grants to the Licensee a world-wide license under Regents' Patent Rights
to make, have made, use and sell Licensed Product and to practice Licensed
Method.

         2.2      Except as otherwise provided in this Agreement, the license
granted in Paragraph 2.1 is exclusive for the life of this Agreement.

         2.3      The license granted in Paragraphs 2.1 and 2.2 is subject to
all the applicable provisions of any license to the United States Government
executed by The Regents and is subject to the overriding obligations to the U.S.
Government under 35 U.S.C. section 200-212 and applicable governmental
implementing regulations.

         2.4      The Regents reserves the right to use the Invention and
associated technology for its own noncommercial educational and research
purposes.

3.       SUBLICENSES

         3.1      The Regents also grants to the Licensee the right to issue
sublicenses to third parties to make, have made, use and sell Licensed Product
and to practice Licensed Method, as long as the Licensee has current exclusive
rights thereto under this Agreement. To the extent applicable, sublicenses must
include all of the rights of and obligations due to The Regents (and, if
applicable, the United States Government) contained in this Agreement.

         3.2      The Licensee shall promptly provide The Regents with a copy of
each sublicense issued; collect and guarantee payment of all payments due The
Regents from sublicensees; and summarize and deliver all reports due The Regents
from sublicensees. All information provided pursuant to this Paragraph 3.2 shall
be deemed Confidential Information of Licensee for the purposes of Article 30
(Secrecy).

                                       5


<PAGE>

         3.3      Upon termination of this Agreement for any reason, The Regents
shall allow sublicensees to become direct licensees of the rights granted
herein, to the extent that it is not unreasonable for The Regents to do so as a
public entity and provided that:

                  3.3.1    The Licensee was not in breach of this Agreement when
                           entering into the sublicense;

                  3.3.2    The sublicensee is not in breach of its sublicense
                           agreement at the time of termination of this
                           Agreement; and

                  3.3.3    The sublicensee acquires no rights from or
                           obligations on the part of The Regents other than
                           those that are specifically granted in this
                           Agreement, and the sublicensee assumes all
                           obligations to The Regents required of Licensee by
                           this Agreement, including past due obligations
                           existing at the time of assumption of this
                           sublicense, as well as any additional payments
                           required by the sublicense.

4.       PAYMENT TERMS

         4.1      Paragraphs 1.1, 1.2, and 1.3 define Regents' Patent Rights,
Licensed Products and Licensed Methods so that royalties are payable on products
and methods covered by both pending patent applications and issued patents.
However, if no patent has issued on a particular U.S. or national-phase filed
foreign patent application within [***] after such application was so filed,
then all obligation to pay royalties on sales of Licensed Products which are
solely claimed by that patent application will be suspended until the patent has
issued. When such patent does issue, Licensee shall resume paying royalties
based on the issued patent as of the date of issuance. Licensee shall also pay
to The Regents, within sixty (60) days of issuance all back royalties which
accrued during the period of suspended royalties. Royalties will accrue in each
country for the duration of Regents' Patent Rights in that country and are
payable to The Regents when Licensed Products are invoiced, or if not invoiced,
when delivered to a third party.


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       6


<PAGE>

         4.2      Licensee shall pay earned royalties quarterly within sixty
(60) days after each calendar quarter. Each payment will be for earned royalties
accrued within the Licensee's most recently completed calendar quarter.

         4.3      All monies due The Regents are payable in United States
dollars. When Licensed Products are sold for monies other than United States
dollars, the Licensee shall first determine the earned royalty in the currency
of the country in which Licensed Products were sold and then convert the amount
into equivalent United States funds, using the exchange rate quoted in the Wall
Street Journal on the last business day of the reporting period.

         4.4      Royalties earned on sales occurring in any country outside the
United States may not be reduced by any taxes, fees, or other charges imposed by
the government of such country on the payment of royalty income. The Licensee is
also responsible for all bank transfer charges. Notwithstanding this, all
payments made by the Licensee in fulfillment of The Regents' tax liability in
any particular country will be credited against earned royalties or fees due The
Regents for that country.

         4.5      If legal restrictions prevent the prompt remittance of
royalties by the Licensee from any country where a Licensed Product is sold, the
Licensee shall deposit the amount owed to The Regents into an interest bearing
account in the applicable country in the name of The Regents until the
restrictions are removed. However, if these restrictions persist for longer than
a year, the Licensee shall calculate the amount owed United States funds and
shall pay The Regents that amount and all subsequent royalties owed to The
Regents directly from its U.S. source of funds.

         4.6      If any patent or patent claim within Regents' Patent Rights is
held invalid in a final decision by a court of competent jurisdiction and last
resort and from which no appeal has or can be taken, all obligation to pay
royalties based on that patent or claim or any claim patentably indistinct
therefrom will cease as of the date of final decision. The Licensee will not,
however, be relieved from paying any royalties that accrued before the final
decision or that are based on another patent or claim not involved in the final
decision.

                                       7


<PAGE>

         4.7      No royalties may be collected or paid on Licensed Products
sold to the account of the U.S. Government, any agency thereof, state or
domestic municipal government as provided for in the License to the Government.

         In the event payments, rebillings or fees are not received by The
Regents when due, the Licensee shall pay to The Regents interest charges at a
rate of [***]. Interest is calculated from the date payment was due until the
day payment is actually received by The Regents.

5.       LICENSE-ISSUE FEE

         The Licensee shall pay to The Regents a license issue fee of [***] in
two installments as follows: the first payment of [***] shall be paid within
seven (7) days of the Effective Date and the second payment of [***] shall be
paid on the first anniversary of the Effective Date. The license issue fee is
non-refundable, non-cancelable and is not an advance against royalties.

6.       LICENSE MAINTENANCE FEE

         The Licensee shall also pay to The Regents a license maintenance fee of
[***] beginning on the second anniversary of the Effective Date and continuing
annually on each anniversary of the Effective Date, provided, however, that the
maintenance fee is not due on any anniversary of this Agreement if on that date
the Licensee is commercially selling a Licensed Product and paying an earned
royalty or a minimum annual royalty to The Regents on the sales of that Licensed
Product exceeding such maintenance fee amount of [***] for the preceding year.
License maintenance fees are non-refundable and are not an advance against
earned royalties.

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       8


<PAGE>

7.       EARNED ROYALTIES AND MINIMUM ANNUAL ROYALTIES

         7.1      The Licensee shall also pay to The Regents an earned royalty
of [***] of the Net Sales of any Licensed Product by the Licensee or any
sublicensee. Licensee shall pay such earned royalty at the time it submits the
relevant quarterly royalty report pursuant to Paragraph 11.5.

         7.2      The Licensee shall pay to The Regents a minimum annual royalty
of [***] per year for human therapeutic Licensed Products, and [***] per year
for all other Licensed Products for the term of Regents' Patent Rights,
beginning with the year of the first year of commercial sales for each Licensed
Product. For the first year of commercial sales, the Licensee's obligation to
pay the minimum annual royalty will be pro-rated for the number of months
remaining in that calendar year when commercial sales commence, and the minimum
annual royalty will be due the following February 28, to allow for crediting of
the pro-rated year's earned royalties. For subsequent years, the minimum annual
royalty will be paid to The Regents by February 28 of each year and will be
credited against the earned royalty due for the calendar year in which the
minimum payment was made.

8.       ADDITIONAL PAYMENTS

         8.1      Clinical Milestone Payment: Licensee shall pay to The Regents
[***] within thirty (30) days of the commencement of a clinical [***]. Such
payment shall be made for [***]. Additionally, Licensee shall pay to The Regents
[***] within thirty (30) days after [***], and [***] within thirty (30) days
after [***].


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       9


<PAGE>

         8.2      Patent Milestone Payment: Within thirty (30) days of
notification by the USPTO of the allowance of any claim included within Regents'
Patent Rights claiming any one of the following technologies: [***], the
Licensee shall pay The Regents a one-time cash payment of [***].

         8.3      Indexed Milestone Payment: Within sixty (60) days of either
(a) the closing of a public offering of the common stock pursuant to a
registration statement filed with the Securities and Exchange Commission or (b)
any consolidation or merger of Licensee with any other entity, or any other
corporate reorganization following which the shareholders of Licensee
immediately prior thereto own less than sixty percent (60%) of Licensee's voting
power, or any transaction or series of transactions in which greater than forty
percent (40%) of Licensee's voting power is transferred to a third party not
previously a share holder of Licensee; Licensee shall make to The Regents a cash
payment equal to [***].

         8.4      Income: Within sixty (60) days of Licensee's receipt of
Attributed Income, Licensee shall pay to The Regents [***]. These payments by
Licensee shall continue until the earlier to occur of (i) an aggregate of [***]
has been paid under this Paragraph 8.4, or (ii) [***].

9.       DUE DILIGENCE

         9.1      The Licensee shall sponsor research in the laboratory of Dr.
Augusto Lois at the University of California San Diego, and such sponsored
research will be for a two (2) year period of not less than [***], pursuant to
the research agreement between The Regents of the University


[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       10


<PAGE>

of California and Licensee dated November 22, 1996, which is attached as Exhibit
"A" ("Research Agreement").

         9.2      The Licensee must make commercially reasonable efforts to
execute at least one agreement with a corporate partner within [***].

         9.3      Furthermore, within one hundred eighty (180) days of the
Effective Date, the Licensee must submit a formal business plan outlining the
full operations including recruitment of key staff and implementation of the
research and development plan. This plan must include a clear strategy for
financing the Licensee until (1) the Licensee concludes a successful initial
public offering, or (2) the Licensee is acquired by another corporate entity.

         9.4      The Licensee, on execution of this Agreement, shall diligently
proceed with the development, manufacture and sale of Licensed Products, either
on its own or with a sublicensee, and shall diligently endeavor to market the
same within a commercially reasonable time after execution of this Agreement.

         9.5      The Licensee or its sublicensee shall:

                  9.5.1    submit an IND covering Licensed Products to the
                           United States FDA [***];

                  9.5.2    demonstrate the efficacy of a Licensed Product in a
                           scientifically valid animal model [***];

                  9.5.3    market Licensed Products [***];

                  9.5.4    market Licensed Products in the United States [***];
                           and reasonably fill the market demand for Licensed
                           Products following commencement of marketing at any
                           time during the exclusive period of this Agreement.

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       11


<PAGE>

         If the Licensee is unable to perform any of the provisions in this
Article 9, then The Regents has the right and option either to terminate this
Agreement or convert the exclusive license granted to Licensee in Paragraphs 2.1
and 2.2 to a nonexclusive license.

10.      OPTION ON FUTURE TECHNOLOGY

         Subject to the terms of the Research Agreement, attached hereto as
Exhibit "A," the Licensee shall have an option to obtain an exclusive license to
The Regents' rights in inventions conceived and reduced to practice during the
term of the Research Agreement and as a result of research fully funded by the
Licensee in the laboratory of Dr. Augusto Lois at the University of California,
San Diego. The terms of such license shall be agreed upon by the parties
pursuant to good faith negotiations conducted within a reasonable time after any
invention is disclosed to Licensee, as provided for in the terms of the Research
Agreement.

11.      PROGRESS AND ROYALTY REPORTS

         11.1     Beginning August 28, 1997 and semi-annually thereafter, the
Licensee shall submit to The Regents a written progress report covering the
Licensee's (and any Affiliate or sublicensee's) activities related to the
development and testing of all Licensed Products and the obtaining of the
governmental approvals necessary for marketing. Progress reports are required
for each Licensed Product until the first commercial sale of that Licensed
Product occurs in the United States and shall be again required if commercial
sales of such Licensed Product are suspended or discontinued.

         11.2     Progress reports submitted under Paragraph 11.1 shall include,
but are not limited to, the following topics:

                  -        summary of work completed

                  -        key scientific discoveries

                  -        summary of work in progress

                  -        current schedule of anticipated events or milestones

                                       12


<PAGE>

                  -        market plans for introduction of Licensed Products,
                           and

                  -        a summary of resources (dollar value) spent in the
                           reporting period.

         11.3     The Licensee has a continuing responsibility to keep The
Regents informed of the large/small business entity status (as defined by the
USPTO) of itself and its sublicensees and Affiliates.

         11.4     The Licensee shall promptly report to The Regents in its
progress report the date of first commercial sale of a Licensed Product in each
country.

         11.5     After the first commercial sale of a Licensed Product anywhere
in the world, the Licensee shall make quarterly royalty reports to The Regents
within sixty (60) days after each calendar quarter of each year. Each royalty
report will cover the Licensee's most recently completed calendar quarter and
will show (a) the gross sales and Net Sales of Licensed Products sold during the
most recently completed calendar quarter; (b) the number of each type of
Licensed Product sold; (c) the royalties, in U.S. dollars, payable with respect
to sales of Licensed Products; (d) the method used to calculate the royalty; and
(e) the exchange rates used.

         11.6     If no sales of Licensed Products have been made during any
reporting period, the royalty report shall include a statement to this effect.

12.      BOOKS AND RECORDS

         12.1     The Licensee shall keep accurate books and records showing all
Licensed Products manufactured, used, and/or sold under the terms of this
Agreement. Books and records must be preserved for at least five (5) years from
the date of the royalty payment to which they pertain.

         12.2     Books and records must be open to inspection by
representatives or agents of The Regents at reasonable times. The Regents shall
bear the fees and expenses of examination but if an error in royalties of more
than [***] is discovered in any examination then the Licensee shall bear the
fees and expenses of that examination.

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       13


<PAGE>

13.      LIFE OF THE AGREEMENT

         13.1     Unless otherwise terminated by operation of law or by acts of
the parties in accordance with the terms of this Agreement, this Agreement will
be in force from the Effective Date until either the expiration date of the
last-to-expire patent licensed under this Agreement, or if no patent included in
Regents' Patent Rights has issued, until the date upon which the last patent
application licensed under this Agreement is abandoned.

         13.2     Any termination of this Agreement will not affect the rights
and obligations set forth in the following Articles:


<TABLE>
<S>                        <C>
Paragraph 8.3              Indexed Milestone Payment

Article 12                 Books and Records

Article 16                 Disposition of Licensed Products on Hand on Termination

Article 17                 Use of Names and Trademarks

Article 22                 Indemnification

Article 30                 Secrecy
</TABLE>


14.      TERMINATION BY THE REGENTS

         If the Licensee fails to perform or violates any term of this
Agreement, including failure to sponsor research for at least two (2) years
pursuant to the Research Agreement attached hereto as Exhibit "A" (as provided
for in Article 10), then The Regents may give written notice of default (Notice
of Default) to the Licensee. If the Licensee fails to repair the default within
sixty (60) days of the effective date of Notice of Default, The Regents may
terminate this Agreement and its licenses by a second written notice (Notice of
Termination). If a Notice of Termination is sent to the Licensee, this Agreement
will automatically terminate on the effective date of that notice. Termination
will not relieve the Licensee of its obligation to pay any fees owing at the
time of termination and will not impair any accrued right of The Regents. These
notices are subject to Article 23 (Notices).

                                       14


<PAGE>

15.      TERMINATION BY LICENSEE

         15.1     The Licensee has the right at any time to terminate this
Agreement in whole or as to any portion of Regents' Patent Rights by giving
notice in writing to The Regents. Notice of termination will be subject to
Article 23 (Notices) and termination of this Agreement will be effective sixty
(60) days from the date such notice is received by The Regents.

         15.2     Any termination under the above Paragraph does not relieve the
Licensee of any obligation or liability accrued under this Agreement prior to
termination or rescind any payment made to The Regents or anything done by
Licensee prior to the time termination becomes effective. Termination does not
affect in any manner any rights of The Regents arising under this Agreement
prior to termination.

16.      DISPOSITION OF LICENSED PRODUCTS ON HAND UPON TERMINATION

         Upon termination of this Agreement the Licensee is entitled to dispose
of all previously made or partially made Licensed Products, but no more, within
a period of one hundred and twenty (120) days provided that the sale of those
Licensed Products is subject to the terms of this Agreement, including but not
limited to the rendering of reports and payment of royalties required under this
Agreement.

17.      USE OF NAMES AND TRADEMARKS

         Nothing contained in this Agreement confers any right to use in
advertising, publicity, or other promotional activities any name, trade name,
trademark, or other designation of either party hereto (including contraction,
abbreviation or simulation of any of the foregoing). Unless required by law, the
use by the Licensee of the name "The Regents of the University of California" or
the name of any campus of the University of California is prohibited.

18.      LIMITED WARRANTY

         18.1     The Regents warrants to the Licensee that it has the lawful
right to grant the rights The Regents purports to grant to Licensee under this
license.

                                       15


<PAGE>

         18.2     This license and the associated Invention are provided WITHOUT
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY
THAT THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR IMPORT OF THE LICENSED
PRODUCTS OR LICENSED METHODS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY
RIGHT.

         18.3     IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE
USE OF THE INVENTION OR LICENSED PRODUCTS.

         18.4     This Agreement does not:

                  18.4.1   express or imply a warranty or representation as to
                           the validity or scope of any of Regents' Patent
                           Rights;

                  18.4.2   express or imply a warranty or representation that
                           anything made, used, sold, offered for sale or
                           imported or otherwise disposed of under any license
                           granted in this Agreement is or will be free from
                           infringement of patents of third parties;

                  18.4.3   obligate The Regents to bring or prosecute actions or
                           suits against third parties for patent infringement
                           except as provided in Article 21;

                  18.4.4   confer by implication, estoppel or otherwise any
                           license or rights under any patents of The Regents
                           other than Regents' Patent Rights as defined in this
                           Agreement, regardless of whether those patents are
                           dominant or subordinate to Regents' Patent Rights; or

                  18.4.5   obligate The Regents to furnish any know-how not
                           provided in Regents' Patent Rights.

19.      PATENT PROSECUTION AND MAINTENANCE

         19.1     As long as the Licensee has paid patent costs as provided for
in this Article, The Regents shall diligently endeavor to prosecute and maintain
the United States and foreign

                                       16


<PAGE>

patents comprising Regents' Patent Rights using counsel of its choice. The
Regents shall provide the Licensee with copies of all documentation relevant to
any filings relating to The Regents' Patent Rights to be made with the USPTO
reasonably in advance of the anticipated submission date thereof, so that the
Licensee may be informed of and comment upon such filings. The Licensee agrees
to keep this documentation confidential. The Regents will incorporate Licensee's
comments into the proposed filing where reasonably practicable, provided
however, that The Regents' counsel will take instructions only from The Regents,
and all patents and patent applications under this Agreement will be assigned
solely to The Regents.

         19.2     The Regents shall use all reasonable efforts to amend any
patent application to include claims reasonably requested by the Licensee to
protect the products contemplated to be sold under this Agreement.

         19.3     The Licensee shall apply for an extension of the term of any
patent included within Regents' Patent Rights which may be available under the
Drug Price Competition and Patent Term Restoration Act of 1984 and/or European,
Japanese and other foreign counterparts of this Law. The Licensee shall prepare
all documents, and The Regents agrees to execute the documents and to take
additional action as the Licensee reasonably requests in connection therewith.

         19.4     If either party receives notice pertaining to infringement or
potential infringement of any issued patent included within Regents' Patent
Rights under the Drug Price Competition and Patent Term Restoration Act of 1984
(and/or foreign counterparts of this Law), that party shall notify the other
party within ten (10) days after receipt of notice of infringement.

         19.5     The Regents shall file, prosecute and maintain all US and
foreign patent applications and patents included within Regents' Patent rights.

         19.6     The Licensee shall bear the costs of preparing, filing,
prosecuting and maintaining all United States and foreign patents and patent
applications contemplated by this Agreement. Costs billed by The Regents' patent
counsel relating to such patents and patent applications will be rebilled to the
Licensee and are due within thirty (30) days of rebilling by

                                       17


<PAGE>

The Regents. These costs include patent prosecution costs for the Invention
incurred by The Regents prior to the execution of this Agreement and any patent
prosecution costs that may be incurred for patentability opinions,
re-examination, re-issue, interferences, or inventorship determinations.

         19.7     The Licensee may request The Regents to obtain patent
protection on the Invention in foreign countries if available and if it so
desires. The Licensee shall notify The Regents of its decision to obtain or
maintain foreign patents not less than sixty (60) days prior to the deadline for
any payment, filing, or action to be taken in connection therewith, provided
that The Regents will use reasonable efforts to inform Licensee of impending
deadlines as soon as it becomes aware thereof this notice concerning foreign
filing must be in writing, must identify the countries desired, and must
reaffirm the Licensee's obligation to underwrite the costs thereof. The absence
of such a notice from the Licensee to The Regents will be considered an election
not to obtain or maintain foreign rights, provided that The Regents have
notified Licensee of the relevant deadline as provided herein.

         19.8     The Licensee's obligation to underwrite and to pay patent
prosecution costs will continue for so long as this Agreement remains in effect,
but the Licensee may terminate its obligations with respect to any given patent
application or patent upon three (3) months' prior written notice to The
Regents. The Regents will use its best efforts to curtail patent costs when a
notice of termination is received from the Licensee. The Regents may prosecute
and maintain such application(s) or patent(s) at its sole discretion and
expense, but the Licensee will have no further right or licenses thereunder.
Non-payment of patent costs may be deemed by The Regents as an election by the
Licensee not to maintain application(s) or patent(s).

         19.9     The Regents may file, prosecute or maintain patent
applications at its own expense in any country in which the Licensee has not
elected to file, prosecute, or maintain patent applications in accordance with
this Article, and those applications and resultant patents will not be subject
to this Agreement.

                                       18


<PAGE>

20.      PATENT MARKING

         The Licensee shall mark all Licensed Products made, used or sold under
the terms of this Agreement, or their containers, in accordance with the
applicable patent marking laws.

21.      PATENT INFRINGEMENT

         21.1     If the Licensee learns of the material infringement of any
patent licensed under this Agreement, the Licensee shall call The Regents'
attention thereto in writing and provide The Regents with reasonable evidence of
infringement. Neither party will notify a third party of the infringement of any
of Regents' Patent Rights without first obtaining consent of the other party,
which consent will not be unreasonably denied. Both parties shall use reasonable
efforts in cooperation with each other to terminate infringement without
litigation.

         21.2     The Licensee may request that The Regents take legal action
against the infringement of Regents' Patent Rights. Request must be in writing
and must include reasonable evidence of infringement and damage to the Licensee.
If the infringing activity has not abated within ninety (90) days following the
effective date of request, The Regents then has the right to:

                  21.2.1   commence suit on its own account; or 21.2.2 refuse to
                           participate in the suit,

         and The Regents shall give notice of its election in writing to the
Licensee by the end of the one-hundredth (100th) day after receiving notice of
written request from the Licensee. The Licensee may thereafter bring suit for
patent infringement, at its own expense, if, and only if, The Regents elects not
to commence suit and if the infringement occurred during the period and in a
jurisdiction where the Licensee had exclusive rights under this Agreement. The
Licensee elects to bring suit in accordance with this paragraph, The Regents may
thereafter join that suit at its own expense.

         21.3     Any suit brought pursuant to this Paragraph 21.3 will be at
the expense of the party bringing suit and all damages recovered thereby will
belong to the party bringing suit. Any legal action brought jointly by The
Regents and the Licensee will be at the joint expense

                                       19

<PAGE>

of the parties and all recoveries will be shared jointly by them in proportion
to the share of expenses paid by each party.

         21.4     Each party shall cooperate with the other party in litigation
proceedings instituted hereunder at the expense of the party bringing suit.
Litigation will be controlled by the party bringing the suit, provided, however
that The Regents may be represented by counsel of its choice in any suit brought
by the Licensee.

22.      INDEMNIFICATION

         22.1     The Licensee shall indemnify, hold harmless and defend The
Regents, its officers, employees, and agents; the sponsors of the research that
led to the Invention; and the inventors of the patents and patent applications
in Regents' Patent Rights and their employers against any and all claims, suits,
losses, liabilities, damages, costs, fees, and expenses resulting from or
arising out of exercise of this license or any sublicense, except to the extent
any claims result from or arise out of the gross negligence, recklessness or
willful misconduct of The Regents, its officers, employees, and agents; the
sponsors of the research that led to the Invention; and the inventors of the
patents and patent applications in Regents' Patent Rights and their employers.
This indemnification includes, but is not limited to, any product liability
claims.

         22.2     The Licensee, at its sole cost and expense, shall insure its
activities in connection with the work under this Agreement and obtain, keep in
force and maintain insurance as follows, or an equivalent program of self
insurance:

         22.3     Comprehensive or commercial form general liability insurance
(contractual liability included) with limits as follows:

         -        Each Occurrence $1,000,000

         -        Products/Completed Operations Aggregate $5,000,000 (upon the
                  initiation of Phase I clinical trials)

         -        Personal and Advertising Injury $1,000,000

                                       20

<PAGE>

         -        General Aggregate (commercial form only) $3,000,000 until the
                  commencement of Phase I clinical trials, at which point such
                  coverage shall be for $5,000,000

         The coverage and limits referred to under the above do not in any way
limit the liability of the Licensee. The Licensee shall furnish The Regents with
certificates of insurance showing compliance with all requirements under this
Paragraph 22.3. Certificates must:

         -        Provide for thirty (30) days' advance written notice to The
                  Regents of any modification.

         -        Indicate that The Regents has been endorsed as an additional
                  insured under the policy.

         -        Include a provision specifying that the coverage will be
                  primary and will not participate with nor will be excess over
                  any valid and collectable insurance or program of
                  self-insurance carried or maintained by The Regents.

         22.4     The Regents shall notify the Licensee in writing of any claim
or suit brought against The Regents with respect to which The Regents intends to
invoke the provisions of this Article. The Licensee shall keep The Regents
informed on a current basis of its defense of any claims under this Article.

23.      NOTICES

         Any notice or payment required to be given to either party is properly
given and effective (a) on the date of delivery if delivered in person or (b)
five (5) days after mailing if mailed by first-class certified mail, postage
paid, to the respective addresses given below, or (c) on the date of
transmission by facsimile, as evidenced by a written confirmation thereof, or to
another address or facsimile number as is designated by written notice given to
the other party.

                                       21

<PAGE>
         In the case of the Licensee: DYNAVAX TECHNOLOGIES CORPORATION

                                      717 Potter Street, Suite 100
                                      Berkeley, CA 94710-2722
                                      Attention: Ken Goldman
                                      Fax: (510) 848-5694

         In the case of The Regents: THE REGENTS OF THE UNIVERSITY OF
                                     CALIFORNIA

                                     Office of Technology Transfer
                                     1320 Harbor Bay Parkway, Suite 150
                                     Alameda, California 94502
                                     Attention: Executive Director
                                            Research Administration and
                                            Technology Transfer
                                     Referring to: UC Case Nos. 92-296 & 97-138
                                     FAX: (510) 748-6639

24.      ASSIGNABILITY

         This Agreement may be assigned by The Regents, but is personal to the
Licensee and assignable by the Licensee only with the written consent of The
Regents, which consent will not be unreasonably withheld.

25.      NO WAIVER

         No waiver by either party of any default of this Agreement may be
deemed a waiver of any subsequent or similar default.

26.      GOVERNING LAWS

         THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA, but the scope and validity of any patent or
patent application will be governed by the applicable laws of the country which
granted such patent or in which country such patent application was filed.

                                       22

<PAGE>

27.      PREFERENCE FOR UNITED STATES INDUSTRY

         Because this Agreement grants the exclusive right to use or sell the
Invention in the United States, the Licensee agrees that any products sold in
the U.S. embodying this Invention or produced through the use thereof will be
manufactured substantially in the United States.

28.      GOVERNMENT APPROVAL OR REGISTRATION

         Licensee shall notify The Regents if it becomes aware that this
Agreement is subject to any U.S. or foreign government reporting or approval
requirement. Licensee shall make all necessary filings and pay all costs
including fees, penalties, and all other out-of-pocket costs associated with
such reporting or approval process.

29.      EXPORT CONTROL LAWS

         The Licensee shall observe all applicable United States and foreign
laws with respect to the transfer of Licensed Products and related technical
data to foreign countries, including, without limitation, the International
Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.

30.      SECRECY

         30.1     With regard to confidential information ("Confidential
Information"), whether in oral, written or electronic form, received from a
party regarding this Invention or this Agreement, the receiving party agrees:

                  30.1.1   not to use the Confidential Information except for
                           the sole purpose of performing under the terms of
                           this Agreement;

                  30.1.2   to safeguard Confidential Information against
                           disclosure to others with the same degree of care as
                           it exercises with its own data of a similar nature;

                  30.1.3   not to disclose Confidential Information to others
                           (except to its employees, agents or consultants who
                           are bound to the receiving party

                                       23

<PAGE>

                           by a like obligation of confidentiality) without the
                           express written permission of the disclosing party,
                           except that the receiving party is not prevented from
                           using or disclosing any of the Confidential
                           Information that:

                           30.1.3.1 the receiving party can demonstrate by
                                    written records was previously known to it
                                    or independently developed by it;

                           30.1.3.2 is now, or becomes in the future, public
                                    knowledge other than through acts or
                                    omissions of the receiving party; or

                           30.1.3.3 is lawfully obtained by the receiving party
                                    from sources independent of the disclosing
                                    party; and

                  30.1.4   that the secrecy obligations of the receiving party
                           with respect to Confidential Information will
                           continue for a period ending five (5) years from the
                           termination date of this Agreement.

         30.2     With regard to biological material received by Licensee from
The Regents, if any, including any cell lines, vectors, genetic material,
derivatives, products progeny or material derived therefrom ("Biological
Material"), the Licensee agrees:

                  30.2.1   not to use Biological Material except for the sole
                           purpose of performing under the terms of this
                           Agreement;

                  30.2.2   not to transfer Biological Material to others (except
                           to its employees, agents or consultants who are bound
                           to the Licensee by like obligations restricting
                           access to and use of Biological Material) without the
                           express written permission of The Regents, except
                           that the Licensee is not prevented from transferring
                           Biological Material that:

                           30.2.2.1 becomes publicly available other than
                                    through acts or omissions of the Licensee;
                                    or

                           30.2.2.2 is lawfully obtained by the Licensee from
                                    sources independent of The Regents;

                                       24

<PAGE>

                  30.2.3   to safeguard Biological Material against disclosure
                           and transmission to others with the same degree of
                           care as it exercises with its own biological
                           materials of a similar nature;

                  30.2.4   to destroy all copies of Biological Material at the
                           termination of this Agreement.

31.      MISCELLANEOUS

         31.1     The headings of the several sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

         31.2     This Agreement is not binding on the parties until it has been
signed below on behalf of each party. It is then effective as of the Effective
Date.

         31.3     No amendment or modification of this Agreement is valid or
binding on the parties unless made in writing and signed on behalf of each
party.

         31.4     This Agreement including Exhibit A embodies the entire
understanding of the parties and supersedes all previous communications,
representations or understandings, either oral or written, between the parties
relating to the subject matter hereof, including the Secrecy Agreement dated
July 15, 1996.

                  This Agreement does not supersede, alter or amend the Research
                  Agreement attached hereto as Exhibit A. However, in the event
                  of any conflict between the terms of this Agreement and the
                  Research Agreement, the terms of this Agreement will control
                  for purpose of interpreting this Agreement.

         31.5     In case any of the provisions contained in this Agreement is
held to be invalid, illegal, or unenforceable in any respect, that invalidity,
illegality or unenforceability will not affect any other provisions of this
Agreement, and this Agreement will be construed as if the invalid, illegal, or
unenforceable provisions had never been contained in it.

                                       25

<PAGE>

         IN WITNESS WHEREOF, both The Regents and the Licensee have executed
this Agreement, in duplicate originals, by their respective and duly authorized
officers on the day and year written.

DYNAVAX TECHNOLOGIES                 THE REGENTS OF THE UNIVERSITY OF
CORPORATION                          CALIFORNIA

By: /s/ Daniel S. Janney             By: /s/ Terence A. Feuerborn
   ----------------------------          --------------------------
       (Signature)                              (Signature)

Name: Daniel S. Janney               Name: Terence A. Feuerborn
       (Please Print)

Title: President                     Title: Executive Director
                                            Research Administration and
                                            Technology Transfer

Date: 3/14/97                        Date: 3/26/97

                      Approved as to legal form: /s/ Edwin H. Baker  3/19/97
                                                 ----------------------------
                                         Edwin H. Baker              Date
                                         University Counsel
                                         Office of General Counsel

                                       26

<PAGE>

                                   EXHIBIT "A"

                               RESEARCH AGREEMENT

         This Agreement is made by and between Dynavax Technologies Corporation
("Sponsor") with offices at Alta Partners, One Embarcadero Center, Suite 4050,
San Francisco, California, 94111, and The Regents of the University of
California, a California Corporation having its principal office at 300 Lakeside
Drive, Oakland, CA 94612-3550, on behalf of the University of California, San
Diego campus ("University").

         WHEREAS, it is in the mutual interest of Sponsor and University that
research be conducted on a Biotechnology Star Project by Dr. Eyal Raz and Dr.
Dennis Carson entitled "Inhibition of Allergic Responses by Gene Immunotherapy"
(Project);

         WHEREAS, Sponsor desires to financially support said research at
University;

         NOW, THEREFORE, the parties agree as follows:

1.       SCHEDULE - The Project shall be conducted in accordance with the
statement of work attached hereto as Exhibit "A" and incorporated into this
Agreement by this reference solely for the purpose of describing the scope of
work to be performed under this Agreement. The term of this Agreement shall be 1
January 1997 through 31 December 1998, unless sooner terminated as herein
provided.

                                       1

<PAGE>

2.       BUDGET - Sponsor shall support the Project by a grant of [***] and the
University shall support the project with a match of [***]. The grant amount
shall cover all direct and indirect costs of the Project, as set forth in the
budget attached hereto as part of the grant proposal set forth in Exhibit "A"
and incorporated into this Agreement and the Sponsor grant amount shall be paid
as set forth in Section 3. If at any time University has reason to believe that
the cost of the Project will be greater than the amount budgeted, University
shall notify Sponsor in writing to that effect, giving a revised budget of the
cost of completion of the Project. Sponsor shall not be obligated to reimburse
University for the costs incurred in excess of the Budget unless and until
Sponsor has notified University in writing that the revised budget is accepted.
Upon expenditure of the accepted budget amount, University's obligation to
continue performance of the Project shall cease. If the Project period is more
than one year, the balance of any funds remaining at the end of any Project year
may be carried over to subsequent years during the period of the Agreement to
support the Project.

3.       PAYMENT - Upon execution of this agreement, Sponsor will provide
payment in the amount of [***].

         Payment shall be made to "The Regents of the University of California"
and sent to the following:

[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                       2

<PAGE>

                 The Regents of the University of California
                 c/o Emma Reyes
                 Manager, Extramural Funds Accounting
                 University of California, San Diego
                 9500 Gilman Drive
                 La Jolla, CA  92093-0954

         At least thirty (30) days prior to the beginning of each quarter
thereafter, Sponsor will make a payment to the University in an amount equal to
one-quarter of the annual budget amount. Upon request by Sponsor, the University
will provide to Sponsor a report of expenditures shown by major cost categories
for the prior annual accounting period.

4.       PRINCIPAL INVESTIGATOR - The research is to be conducted by University
under the direction of Dr. Eyal Raz ("Principal Investigator") who will be
responsible for the direction of the Project, including all budgeting and
revisions to the Budget, in accordance with applicable University policies. The
Principal Investigator is considered essential to the work being performed and
no substitution may be made without the prior written concurrence of the
Sponsor.

         Principal Investigator shall keep Sponsor regularly informed of
progress under this Agreement and shall deliver summary quarterly reports and a
detailed final report upon conclusion of this project.

5.       CONFIDENTIALITY - Subject to Paragraph 9 of this Agreement, it

                                       3

<PAGE>

is the intent of the parties that neither party shall furnish any information
considered confidential and/or proprietary by it and/or one or more third
parties to the other party in connection with this Agreement.

         Should Sponsor deem it necessary to disclose information considered
confidential and/or proprietary by it to University, it will be clearly marked
by Sponsor, in writing, as "Confidential Information". Except as required by
law, University will not disclose confidential information for a period of five
years from the end of this Agreement, and shall use such Confidential
Information solely to perform its obligations under this Agreement. This
obligation does not apply to information that was known to University prior to
its receipt from Sponsor (as evidenced by the University's written records),
that is independently developed by the University, or becomes known at any time
to third parties without any breach of confidential obligations by the
University.

         University will use its best efforts to protect the confidentiality of
such information while in its possession, and may disclose such information only
to University employees, agents or consultants who require access to such
information for the purpose of performing under this Agreement, and who are
bound to keep such information confidential.

6.       RIGHTS IN DATA - Subject to Paragraph 5 and 8 of this

                                       4

<PAGE>

Agreement, University shall have the right to copyright, publish, disclose,
disseminate and use, in whole and in part, any data and information received or
developed under the Project. Subject to Paragraphs 8 and 9 of this Agreement,
Sponsor shall have the right to disclose, publish and use the technical reports,
data and information delivered under the Project to Sponsor by University.

7.       USE OF NAME/PUBLICITY - It is agreed by each party that it will not
under any circumstance use the name of the other party or its employees in any
advertisement, press release or publicity with reference to this Agreement,
without prior written approval of the other party, except as required by law.

8.       PUBLICATION - University shall have the right to publish the results of
the work conducted by University under this Agreement to the extent such results
do not contain Confidential Information of Sponsor, provided Sponsor has the
opportunity to review and comment on any proposed manuscripts describing said
work thirty (30) days prior to their submission to a third party for publication
and the University agrees to consider Sponsor's comments prior to publication.
However, if submission of such manuscript for publication would cause the loss
of significant foreign patent rights, University will, at its option, either
delete the enabling portion of the proposed publication, or withhold publication
for an additional sixty (60) days until U.S. patent filings are completed, but
only to the extent that Sponsor agrees to reimburse University

                                       5

<PAGE>
for costs associated with filing, prosecuting and maintaining such patent
applications.

9.       PATENT RIGHTS

         A.       Sole Sponsor Inventions - All rights to inventions or
discoveries conceived solely by Sponsor shall belong to Sponsor.

         B.       Sole University Inventions - All rights to inventions or
discoveries conceived solely by University and arising from research conducted
under this Research Agreement shall belong to the University.

         C.       Joint Inventions - All rights to inventions or discoveries
conceived jointly by University and Sponsor arising from research conducted
under this Research Agreement shall be jointly-owned in accordance with the U.S.
laws of inventorship.

         The University shall offer to the Sponsor, in accordance with the
provisions of the following paragraph, a time-limited right to negotiate an
exclusive, worldwide, sublicensable, royalty-bearing license under the
University's interest in Sole University Inventions and Joint Inventions, to
make, use, sell, offer for sale and import products incorporating or using any
Sole University or Joint Invention conceived and first actually reduced to
practice in the performance of research under this Research Agreement, for the
term of any patent thereon.

                                       6

<PAGE>

         In the event that an invention is conceived, but not sufficiently
reduced to practice for patent application filing during the term of this
Agreement, Sponsor is hereby granted (I)the right to fund any additional
research that may be necessary or appropriate to develop the invention
sufficiently for patent filing, exercisable as provided in paragraph 9 of this
Agreement, and (ii)if Sponsor provides such funding, the exclusive option,
exercisable as provided in paragraph 9 of this Agreement, to obtain an
exclusive, worldwide, sublicensable, royalty-bearing license to make, use, sell,
offer for sale and import products incorporating or using such invention.

         The University shall promptly disclose to the Sponsor any Sole
University or Joint inventions arising under this Research Agreement. The
Sponsor shall hold such disclosure on a confidential basis and will not disclose
the information to any third party without consent of the University. The
Sponsor shall advise the University in writing within sixty (60) days of
disclosure to the Sponsor whether or not it wishes to secure an exclusive,
worldwide, sublicensable, royalty-bearing license under such invention. If the
Sponsor elects to secure a license, the University shall not offer such
opportunity to license such invention to any third party while the University
and Sponsor are negotiating such license. The Sponsor shall have six (6) months
from the date of election to conclude a license or option agreement with the
University. Such period may be extended by mutual agreement. Said license shall
contain commercially reasonable terms typically contained in license agreements
pertaining to

                                       7

<PAGE>

inventions of similar nature and market potential, shall require diligent
performance by the Sponsor for the timely commercial development and marketing
of such inventions and shall require the Sponsor to reimburse the University all
costs of filing, prosecuting and maintaining patent applications and patents
claiming such inventions, whether or not patents issue from such applications.

         If the University and Sponsor do not conclude a license agreement prior
to the expiration of the foregoing six (6) month negotiation period, the
University may then offer to third parties the opportunity to obtain a license
to such inversion. If, within one year after the expiration of the negotiation
period, the University and a third party negotiate terms of a license which are
acceptable to the University, then the University shall, before executing such
license agreement with such third party, first offer Sponsor a license on the
same terms, provided such terms are more favorable to such third party than
those last offered to Sponsor. Sponsor may review such terms for thirty (30)
days after receiving such offer, during which time University shall not conclude
such license with such third party. If Sponsor notifies the University that it
desires to obtain a license on such terms, the University shall grant such
license to Sponsor and not to such third party. If Sponsor elects not to secure
such license(s) during such thirty (30) day period, all rights to the
Invention(s) disclosed hereunder shall be disposed of in accordance with
University policies, with no further obligation to Sponsor.

                                       8

<PAGE>

         The University shall file, prosecute and maintain all patent
applications and patents claiming Sole University Inventions or Joint
Inventions, using counsel mutually agreed upon by the parties for so long as the
Sponsor reimburses the University for costs thereof. The University shall
provide copies of any documents filed with the U.S. Patent and Trademark Office
(or the foreign equivalent thereof) to Sponsor in advance of the filing of such
documents with the appropriate authority, and agrees to consult with and
consider the comments of Sponsor regarding the contents of such filings. The
University shall also reasonably cooperate with Sponsor in obtaining patent
protection for Sole University Inventions or Joint Inventions in all foreign
countries designated by Sponsor. Sponsor may notify the University if it intends
to cease reimbursing the University for patent-related expenses by providing at
least ninety (90) days prior written notice, in which case the University shall
have the right, but not the obligation to continue to file, prosecute and
maintain such patent protection at the University's expense.

10.      INDEMNIFICATION - Sponsor agrees to defend, indemnify and hold
University harmless from and against any and all liability, loss, expense,
reasonable attorneys' fees, or claims for injury or damages arising out of the
performance of this Agreement, but only in proportion to and to the extent such
liability, loss, expense, attorneys' fees, or claims for injury or damages are
caused by or result from the negligent or intentional acts or omissions of
Sponsor, its officers, agents or employees. If human subjects are

                                       9

<PAGE>

involved, subject to University policy regarding care of such human subjects,
Sponsor also agrees to be responsible for the costs of providing medical care to
any subject injured as a result of his or her participation in the research
conducted under this Agreement.

         University agrees to defend, indemnify and hold Sponsor harmless from
any claim, liability, loss, expense, reasonable attorneys' fees, or claims for
injury or damages arising out of the performance of this Agreement, but only in
proportion to and to the extent such liability, loss, expense, attorneys' fees,
or claims for injury or damages are caused by or result from the negligent or
intentional acts or omissions of University, its officers, agents, or employees.

11.      SUPPLIES AND EQUIPMENT - In the event that University purchases
equipment hereunder, title to such equipment shall vest in University.

12.      EXCUSABLE DELAYS - In the event of a delay caused by inclement weather,
fire, flood, strike or other labor dispute, act of God, act of governmental
officials or agencies, or any other cause beyond the control of University,
University shall be excused from performance hereunder for the period of time
attributable to such delay, which may extend beyond the time lost due to one or
more of the causes mentioned above for a reasonable period of time, provided
that the University uses reasonable efforts to overcome the cause of any such
delay. In the event of any such delay, this

                                       10

<PAGE>

Agreement may be revised by changing the Budget, performance period and other
provisions, as appropriate, by mutual agreement of the parties.

13.      NOTICE - Whenever any notice is to be given hereunder, it shall be in
writing and sent to the following address, or such other address as a party may
designate from time to time by written notice to the other party:

        University:                  Pamela J.  Tiffany
                                     Contract and Grant Officer
                                     Office of Contract and Grant Admin., 9034
                                     University of California, San Diego
                                     9500 Gilman Drive
                                     La Jolla, CA  92093-0934

        (for express mail:

                                     UCSD Contracts and Grants
                                     10300 N. Torrey Pines Road, 2nd Floor
                                     La Jolla, CA  92037)

        Sponsor:                     Dynavax Technologies Corporation
                                     717 Potter Street, Suite 100
                                     Berkeley, CA 94710-2722
                                     Attention: Ken Goldman
                                     Fax: (510) 848-5694

14.      TERMINATION - Either party may terminate this Agreement for material
breach by the other party, if such breach remains uncured for sixty (60) days
after the breaching party receives notice of such breach from the nonbreaching
party. Written notice shall be directed to the appropriate individual named in
Article 13 ("NOTICE") of this Agreement. Upon the giving of notice of
termination by either party, the University shall exert its best efforts to
limit or terminate any outstanding commitments. Sponsor

                                       11

<PAGE>

shall reimburse University for all costs incurred by it for all work performed
through the effective termination date, and for all outstanding obligations
which cannot be canceled. Such obligations may include salary and fringe
benefits (including vacation accrual) of personnel engaged on the project during
their severance period; purchase orders and other agreements with outside
vendors which cannot be canceled; inventory storage and disposition costs for
items produced under this Agreement; and indirect costs associated with these
obligations. In addition, in the event of termination by Sponsor, University
shall also be reimbursed for additional costs which may be incurred as a result
of termination, including reasonable clerical and accounting costs. Support for
any graduate students employed by the project are noncancellable. University
shall furnish, within ninety (90) days of the effective date of termination, a
final invoice for settlement of all costs to be reimbursed.

15.      GOVERNING LAW. - This Agreement is made in accordance with, and shall
be governed and construed under the laws of the State of California, excluding
its choice of law rules.

16.      SEVERABILITY, - In the event any provision of this Agreement is held to
be invalid or unenforceable, the valid or enforceable portion thereof and the
remaining provisions of this Agreement will remain in full force and effect.

17.      ENTIRE AGREEMENT. - This Agreement and the exhibit attached

                                       12

<PAGE>

hereto constitute the entire, final, complete and exclusive agreement between
the parties and supersede all previous agreements or representations, written or
oral, with respect to the subject matter of this Agreement. This Agreement may
not be modified or amended except in a writing signed by a duly authorized
representative of each party.

THE REGENTS OF THE UNIVERSITY OF                DYNAVAX TECHNOLOGIES
CALIFORNIA                                      CORPORATION

By: /s/ Pamela J. Tiffany                       By: /s/ Daniel S. Janney
   ----------------------------                   ------------------------
          (Signature)                                    (Signature)

Name: Pamela J. Tiffany                         Name: Daniel S. Janney

Title: Contract & Grant Officer                 Title: President

Date: November 15, 1996                         Date: 11/22/96

                                       13

<PAGE>

                         AMENDMENT TO LICENSE AGREEMENT

                  THIS AMENDMENT TO LICENSE AGREEMENT is made this 23rd day of
July, 1997, between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California
corporation, having statewide administrative headquarters at 300 Lakeside Drive,
22nd Floor, Oakland, California, 94612-3550, hereinafter referred to as "The
Regents," and Dynavax Technologies Corporation, a California corporation, having
an address at 3099 Science Park Road, Suite 500, San Diego, California 92121,
hereinafter referred to as the "Licensee."

                  WHEREAS, The Regents and the Licensee entered into a License
Agreement, dated the 26th day of March 1997, (UC Control No. 97-04-0493) for
Method, Compositions and Devices for Administration of Naked Nucleotides Which
Express Biologically Active Peptides (UC Case No. 92-296) and Immunostimulatory
Oligonucleotide Conjugates (UC Case No. 97-138-1), owned by The Regents;

                  NOW, THEREFORE, upon execution of this Agreement, it is agreed
between the parties to amend the License Agreement.

         I. Paragraph 9.1 is amended to read as follows:

            9.1 The Licensee shall sponsor research in the laboratory of Elena
            Martin Orozco, Ph.D., at the University of California San Diego, and
            such sponsored research will be for a two (2) year period of not
            less than [***] (including direct and indirect costs), pursuant to
            the research agreement between The Regents of the University of
            California and Licensee dated November 22, 1996, which is attached
            as Exhibit "A" ("Research Agreement").

                               * * * * * * * * * *

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by their respective officers hereunto duly authorized, the day and
year hereinafter written.

DYNAVAX TECHNOLOGIES                      THE REGENTS OF THE
CORPORATION:                              UNIVERSITY OF CALIFORNIA:

By: /s/ Dino Dina                         By: /s/ Julie E. Bishop
   ---------------------------------         -------------------------
       (signature)

Name: Dino Dina, M.D.                     Name: Julie E. Bishop

Title: President                          Title: Licensing Associate
                                                 Office of Technology Transfer

Date: July 17, 1997                       Date:  7-23-97

Approved as to legal form: /s/ Sandy Schultz           7/10/97
                            ------------------------------------
                 Sandra S. Schultz                     Date
                 University Counsel
                 Office of General Counsel



[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

<PAGE>

                      FIRST AMENDMENT TO LICENSE AGREEMENT

                  This amendment ("Amendment") is effective this 2nd day of
October, 1998, between The Regents Of The University Of California, a California
corporation, having statewide administrative headquarters at 1111 Franklin
Street, 12th Floor, Oakland, California, 94607-5200, hereinafter referred to as
"The Regents," and Dynavax Technologies Corporation, a California corporation,
having an address at 717 Potter Street, Suite 100, Berkeley, California 94710,
hereinafter referred to as the "Licensee."

         WHEREAS, The Regents and the Licensee entered into a license agreement,
dated the 26th day of March, 1997 (UC Control No. 97-04-0493) for Method,
Compositions and Devices For Administration of Naked Nucleotides Which Express
Biologically Active Peptides, for certain patent applications covered by UC Case
No. 92-296, and owned by The Regents and for Immunostimulatory Oligonucleotide
Conjugates, UC Case No. 97-138 and owned by The Regents ("License Agreement"),

         WHEREAS, The parties wish to include additional patent applications
filed since the date of the License Agreement in the License Agreement,

         NOW, THEREFORE, upon execution of this Amendment, it is agreed between
the parties to amend the License Agreement.

I.       Paragraph 1.1 is deleted in its entirety and replaced with the
following:

         1.1      "Regents' Patent Rights" means any subject matter claimed or
disclosed in any of the following:


<TABLE>
<CAPTION>
               U.S. Patent Application Serial           
Case Number                Number                        Filing Date  
-----------    ------------------------------    ----------------------------
<S>            <C>                               <C>
92-296-1       Serial No. 08/112,440             August 26, 1993 (now
                                                 abandoned)

92-296-2       Serial No. 08/464,878             June 7, 1995; claims allowed
                                                 September 16, 1997

92-296-3       Serial No. 08/333,068             November 1, 1994

92-296-4       Serial No. 08/334,260             November 3, 1994

92-296-5       [***]                             [***]

92-296-6       [***]                             [***]

92-296-7       [***]                             [***]

92-296-8       [***]                             [***]
</TABLE>


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>


<TABLE>
<S>            <C>                               <C>
92-296-9       [***]                             [***]

92-296-A       Serial No. 08/593,554             January 30, 1996

92-296-B       Serial No. 08/725,968             October 4, 1996

92-296-C       Serial No. 08/927,120             September 5, 1997

92-296-D       Serial No. 08/928,412             September 12, 1997

92-296-E       Application authorized            September 30, 1997

92-296-F       Application authorized            September 29, 1997

97-138-1       Serial No. 60/028,118             October 11, 1996

97-138-2       Serial No. 08/927,120             September 5, 1997
</TABLE>


by Drs. Dennis A. Carson, Eyal Raz and Meredith Howell and assigned to The
Regents; and continuing applications thereof, divisions, substitutions, and
continuation-in-part applications, but only to the extent claims in any such
continuation-in-part application contain subject matter included in the
foregoing listed applications as originally filed in the U.S. Patent and
Trademark Office ("USPTO"); any patents issuing on said applications including
reissues, reexaminations and extensions; and any corresponding foreign
applications or patents (including inventor's certificates)."

                               * * * * * * * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their
respective officers hereunto duly authorized, the day and year hereinafter
written.

DYNAVAX TECHNOLOGIES                     THE REGENTS OF THE
CORPORATION                              UNIVERSITY OF CALIFORNIA

By: /s/ Dino Dina                        By: /s/ Terence A. Feuerborn
   -------------------------               ----------------------------
           (Signature)                             (Signature)

Name: Dino Dina, M.D.                    Name: Terence A. Feuerborn

Title: President & CEO                   Title: Executive Director
                                                Office of Technology Transfer

Date: September 25, 1998                 Date: 10-2-98

                        Approved as to legal form: /s/ Edwin H. Baker  9/8/99
                                                  -----------------------------
                                                  Edwin H. Baker        Date
                                                  University Counsel
                                                  Office of General Counsel

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

<PAGE>

UC Case Nos. 92-296 and 97-138

                 THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT

         This third amendment (the "Third Amendment") is effective this 22nd day
of September, 1999 (the "Effective Date") between The Regents of the University
of California, a California corporation with administrative headquarters at 1111
Franklin Street, 12th Floor, Oakland, California 94607-5200 ("The Regents"), and
Dynavax Technologies Corporation, a California corporation, having an address at
717 Potter Street, Suite 100, Berkeley, California 94710, ("Dynavax").

                                   BACKGROUND

         A. The Regents and Dynavax entered into an exclusive license agreement
(UC Control No. 97-04-0493) dated March 26, 1997 ("the Agreement") which covers
"Methods, Compositions, and Devices for Administration of Naked Nucleotides
Which Express Biologically Active Peptides" and "Immunostimulatory
Oligonucleotide Conjugates".

         B. The Regents and Dynavax entered into other exclusive license
agreements. These are UC Agreement Control Nos. 99-04-0166 and 99-04-0321, dated
October 2, 1998 (the "UC 94-029 Agreement" and "UC 97-287 Agreement",
respectively) which cover "Compounds for Inhibition of Ceramide-mediated Signal
Transduction" and "New Anti-inflammatory Inhibitors: Inhibitors of Stress
Activated Protein Kinase Pathways"; and "Inhibitors of DNA Immunostimulatory
Sequence Activity," respectively.

         C. This Agreement was amended July 23, 1997, to change the Principle
Investigator listed in the Research Agreement dated November 22, 1996.

         D. This Agreement was amended October 2, 1998, to include additional
patent applications in the definition of Regents' Patent Rights.

                                       1

<PAGE>

         E. The Regents and Dynavax wish to further amend this Agreement to
include additional patent applications filed since the Effective Date in the
definition of Regents' Patent Rights.

         F. The Regents and Dynavax wish to further amend this Agreement to
amend the Index Milestone Payment, and

         G. The Regents and Dynavax wish to further amend this Agreement to
amend the Attributed Income Payment to take into consideration amounts which may
be or have been paid under the UC 94-029 Agreement and the UC 97-287 Agreement.

         NOW, THEREFORE, the parties agree to amend the Agreement as set forth
herein.

Paragraph 1.1 is deleted in its entirety and replaced with the following:

         1.1 "Regents' Patent Rights" means any subject matter claimed or
disclosed in any of the following:


<TABLE>
<CAPTION>
           Case Number              U.S. Patent Application Serial    Filing Date or Issue Date
                                    Number or U.S. Patent Number
--------------------------------    ------------------------------    -------------------------
<S>                                 <C>                               <C>
92-296-1                            Serial No. 08/112,440]            August 26, 1993

92-296-2                            Patent No. 5,830,877              November 3, 1998

92-296-3                            Patent No. 5,804,566              September 8, 1998

92-296-4                            Patent No. 5,679,647              October 21, 1997

92-296-5                            [***]                             [***]

92-296-6                            [***]                             [***]

92-296-7                            [***]                             [***]

92-296-8                            [***]                             [***]

92-296-9                            [***]                             [***]

92-296-A                            Serial No. 08/593,554             January 30, 1996

92-296-B                            Patent No. 5,849,719              December 15, 1998

92-296-C                            Serial No. 08/927,120             September 5, 1997

92-296-D                            Serial No. 08/928,412             September 12, 1997

92-296-G                            Serial No. 09/212,064             September 15, 1998

92-296-H                            Serial No. 09/235,742             January 21, 1999

97-138-1                            Serial No. 60/028,118             October 11, 1996

97-138-2 - incorp. into 92-296-C    Serial No. 08/927,120             September 5, 1997

97-138-3                            Serial No. PCT/US97/19004         October 9, 1997
</TABLE>


[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       2

<PAGE>

by Drs. Dennis A. Carson, Eyal Raz and Meredith Howell and assigned to The
Regents; and continuing applications thereof, divisions, substitutions, and
continuation-in-part applications, but only to the extent claims in any such
continuation-in-part application contain subject matter included in the
foregoing listed applications as originally filed in the U.S. Patent and
Trademark Office ("USPTO"); any patents issuing on said applications including
reissues, reexaminations and extensions; and any corresponding foreign
applications or patents (including inventor's certificates).

Paragraph 8.3 is deleted in its entirety and replaced with the following:

         8.3      Indexed Milestone Payment: Within sixty (60) days of either
(a) the closing of a public offering of the common stock pursuant to a
registration statement filed with the Securities and Exchange Commission or (b)
any consolidation or merger of Dynavax with any other entity, or any other
corporate reorganization following which the shareholders of Dynavax immediately
prior thereto own less than sixty percent (60%) of Dynavax's voting power, or
any transaction or series of transactions in which greater than forty percent
(40%) of Dynavax's voting power is transferred to a third party not previously a
shareholder of Dynavax; Dynavax shall make to The Regents a cash payment equal
to [***]. This Indexed Milestone Payment shall be a one-time payment by Dynavax
under any one of the three (3) license agreements between The Regents and
Dynavax. One third (1/3) of this amount will be attributed to this Agreement,
one third (1/3) to the UC 94-029 Agreement, and one third (1/3) to the UC 97-287
Agreement.

Paragraph 8.4 is deleted in its entirety and replaced with the following:

         8.4      Attributed Income: Within sixty (60) days of Dynavax's receipt
of Attributed Income, Dynavax shall pay to The Regents [***]. Such Attributed
Income shall be allocated to the license agreement that generated the Attributed
Income. These payments by Dynavax shall continue until an aggregate of [***] has
been paid by Dynavax under the three (3) license agreements between The Regents
and Dynavax.

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       3

<PAGE>

Paragraph 9.5.3 is deleted in its entirety and replaced with the following:

         9.5.3    market Licensed Products [***];

The following Paragraph 9.6 is added:

         9.6      If Dynavax is unable to meet any of the dates set forth in
Paragraph 9.5, Dynavax shall be entitled to a one-time extension of each of the
dates (which have not been met) by [***] upon payment of [***] to The Regents,
provided that such payments is received by The Regents within sixty (60) days of
receipt of written notice by The Regents that Dynavax has not met a due
diligence date. The [***] payment has the effect of extending the subject date
and all subsequent dates by [***]. The Regents shall not exercise its rights to
terminate this Agreement unless a re-established date is not met.

         The remaining provisions of the Agreement remain in full force and
effect.

         The parties have executed this Third Amendment in duplicate by their
respective and duly authorized officers, as evidenced by the signatures below.

DYNAVAX TECHNOLOGIES                THE REGENTS OF THE
CORPORATION:                        UNIVERSITY OF CALIFORNIA:

By: /s/ Dino Dina                   By: /s/ Terence A. Feuerborn
   -----------------------------       ---------------------------
             (signature)                        (signature)

Name: Dino Dina, M.D.               Name: Terence A. Feuerborn

Title: President & CEO              Title: Executive Director
                                           Research Administration and
                                                Technology Transfer

Date: Sept. 17 1999                 Date: 9-22-99

                    Approved as to legal form: /s/ Edwin H. Baker     9/8/99
                                              -------------------------------
                                             Edwin H. Baker           Date
                                             University Counsel
                                             Office of General Counsel

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       4


<PAGE>
[***]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH 
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND 
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS 
AMENDED.

                                                                   EXHIBIT 10.10

                           EXCLUSIVE LICENSE AGREEMENT

                                     BETWEEN

                   THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

                                       AND

                        DYNAVAX TECHNOLOGIES CORPORATION

                                       FOR

        COMPOUNDS FOR INHIBITION OF CERAMIDE-MEDIATED SIGNAL TRANSDUCTION
                                       AND
 NEW ANTI-INFLAMMATORY INHIBITORS: INHIBITORS OF STRESS ACTIVATED PROTEIN KINASE
                                    PATHWAYS

                    UC CASE NO. 94-029-2, 94-029-3, 94-029-4


<PAGE>

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
ARTICLE NO.         TITLE                                                            PAGE
<S>              <C>                                                                 <C>
BACKGROUND.......................................................................      1

1.               DEFINITIONS.....................................................      2

2.               LIFE OF PATENT EXCLUSIVE GRANT..................................      4

3.               SUBLICENSES.....................................................      4

4.               PAYMENT TERMS...................................................      5

5.               LICENSE-ISSUE FEE...............................................      6

6.               EARNED ROYALTIES AND MINIMUM ANNUAL ROYALTIES...................      6

7.               ADDITIONAL PAYMENTS.............................................      7

8.               DUE DILIGENCE...................................................      7

9.               PROGRESS AND ROYALTY REPORTS....................................      8

10.              BOOKS AND RECORDS...............................................      9

11.              LIFE OF THE AGREEMENT...........................................      9

12.              TERMINATION BY THE REGENTS......................................     10

13.              TERMINATION BY LICENSEE.........................................     10

14.              DISPOSITION OF LICENSED PRODUCT ON HAND UPON TERMINATION........     10

15.              USE OF NAMES AND TRADEMARKS.....................................     11

16.              LIMITED WARRANTY................................................     11

17.              PATENT PROSECUTION AND MAINTENANCE..............................     12

18.              PATENT MARKING..................................................     13

19.              PATENT INFRINGEMENT.............................................     13

20.              INDEMNIFICATION.................................................
     15

21.              NOTICES.........................................................     16

22.              ASSIGNABILITY...................................................     16

23.              NO WAIVER.......................................................     16

24.              FAILURE TO PERFORM..............................................     16

25.              GOVERNING LAWS..................................................     17

26.              PREFERENCE FOR U.S. INDUSTRY....................................     17

27.              GOVERNMENT APPROVAL OR REGISTRATION.............................     17

28.              EXPORT CONTROL LAWS.............................................     17

29.              SECRECY.........................................................     17

30.              MISCELLANEOUS...................................................     19
</TABLE>



<PAGE>


UC Case No. 94-029

                           EXCLUSIVE LICENSE AGREEMENT

                                       For

        Compounds for Inhibition of Ceramide-Mediated Signal Transduction

                                       And

    New Anti-Inflammatory Inhibitors: Inhibitors of Stress Activated Protein
                                 Kinase Pathways

         This License Agreement (the "Agreement") is made effective this 2nd day
of October, 1998 (the "Effective Date"), between THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA, a California corporation, having its statewide administrative
offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200
("The Regents"), and Dynavax Technologies Corporation, a California corporation,
having a principal place of business at 717 Potter Street, Suite 100, Berkeley,
CA 94710 (the "Licensee").

                                   BACKGROUND

         A.       Certain inventions, generally characterized as Compounds for
Inhibition of Ceramide-Mediated Signal Transduction and New Anti-Inflammatory
Inhibitors: Inhibitors of Stress Activated Protein Kinase Pathways for certain
patent applications covered by UC Case No. 94-029 (collectively the
"Invention"), were made in the course of research at the University of
California, San Diego by Drs. Dennis A. Carson, Howard Cottam, and D. Bruce
Wasson, and are covered by Regents' Patent Rights as defined below.

         B.       The development of the Invention was sponsored in part by
National Institutes of Health and, as a consequence, this license is subject to
overriding obligations to the United States ("U.S.") Federal Government under 35
U.S.C. Sections 200-212 and applicable regulations.

         C.       Licensee has evaluated the Invention under a Secrecy Agreement
with The Regents (U.C. Control No. 98-20-0041) dated July 23, 1997.

                                       1

<PAGE>

         D.       Licensee and The Regents have executed a Letter of Intent
(U.C. Control No. 98-30-0042) dated July 11, 1997.

         E.       Licensee wishes to obtain rights from The Regents for the
exclusive commercial development, use and sale of products from the Invention,
and The Regents is willing to grant those rights so that the Invention may be
developed to its fullest and the benefits enjoyed by the general public.

         F.       Licensee is a "small business firm" as defined in 15
U.S.C. Section 632.

         G.       Both parties recognize and agree that royalties due under this
Agreement on products and methods will be paid by Licensee on both pending
patent applications and issued patents.

         H.       The Regents and The Licensee understand and agree that The
Invention licensed hereunder embodies significant know-how and, accordingly,
royalties due under this Agreement will be paid on products developed through
the use of Technology Rights and The Licensee is willing to pay such royalties
in exchange for the Technology Rights granted by, and used under, this license,
regardless of whether or not some or all of the Technology Rights may have been
published or may become published.

         I.       The Regents gratefully acknowledge the gift of [***].

                                    --00000--

         In view of the foregoing, the parties agree:

1.       DEFINITIONS

         1.1      "Affiliate" means any corporation or other business entity in
which Licensee owns or controls, directly or indirectly, at least fifty percent
(50%) of the outstanding stock or other voting rights entitled to elect
directors or in which Licensee is owned or controlled directly or indirectly by
at least fifty percent (50%) of the outstanding stock or other voting rights
entitled to elect directors; but in any country where the local law does not
permit foreign equity participation of at least fifty percent (50%), then an
"Affiliate" includes any company in which Licensee owns or controls, or is owned
or controlled by, directly or indirectly, the maximum percentage of outstanding
stock or voting rights permitted by local law.

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       2

<PAGE>

         1.2      "Licensed Method" means any method that is covered by Regents'
Technology Rights or Regents' Patent Rights, or the use of which would
constitute, but for the license granted to Licensee under this Agreement, an
infringement of any pending or issued claim within Regents' Patent Rights.

         1.3      "Licensed Product" means any material that is either covered
by Regents' Technology Rights, or Regents' Patent Rights, that is produced by
the Licensed Method or that the use of which would constitute, but for the
license granted to Licensee under this Agreement, an infringement of any pending
or issued claim within Regents' Patent Rights, or a misuse or misappropriation
of Regents' Technology Rights.

         1.4      "Technology Rights" means know-how and embodiments of know-how
existing as of the Effective Date relating to Regents' Patents Rights, whether
or not covered by Regents' Patent Rights, for example, data, protocols, cell
lines, and other Materials which pertain to and/or are ancillary to the exercise
of the rights granted herein, and which are listed on Appendix A.

         1.5      "Net Sales" means the total of the gross invoice prices of
Licensed Product sold or Licensed Method performed by Licensee, an Affiliate or
a sublicensee, less the sum of the following actual and customary deductions
where applicable: cash, trade or quantity discounts; sales, use, tariff,
import/export duties or other excise taxes imposed on particular sales;
transportation charges; and allowances or credits to customers because of
rejections or returns. For purposes of calculating Net Sales, transfers to an
Affiliate or sublicensee for end use by the Affiliate or sublicensee will be
treated as sales at list price.

         1.6      "Regents' Patent Rights" means The Regents' interest in the
following subject matter:


<TABLE>
<CAPTION>
                                  U.S. Application Number
                                           or
UC Case Number                      U.S. Patent Number                         Filing or Issue Date
---------------------------------------------------------------------------------------------------
<S>                               <C>                                          <C>
94-029-2                                 08/482,551                              June 7, 1995
---------------------------------------------------------------------------------------------------
94-029-3                                 08/858,778                              February 7, 1994
---------------------------------------------------------------------------------------------------
94-029-4                                 09/107,026                              June 29, 1998
---------------------------------------------------------------------------------------------------
</TABLE>


                                       3

<PAGE>


and continuing applications thereof including divisions and substitutions but
excluding continuation-in-part applications; any patents on said applications
including reissues, reexaminations and extensions; and any corresponding foreign
applications or patents.

2.       LIFE OF PATENT EXCLUSIVE GRANT

         2.1      Subject to the limitations set forth in this Agreement, The
Regents grants to Licensee a world-wide license under Regents' Patent Rights and
Regents' Technology Rights to make, have made, use, sell, offer to sell and
import Licensed Product and to practice Licensed Method.

         2.2      Except as otherwise provided in this Agreement, the license
granted in Paragraph 2.1 is exclusive for the life of the Agreement.

         2.3      Except as otherwise provided herein, the licenses granted in
Paragraphs 2.1 and 2.2 are for all fields of use.

         2.4      The license granted in Paragraphs 2.1 and 2.2 is subject to
all the applicable provisions of any license to the U.S. Government executed by
The Regents and is subject to the overriding obligations to the U.S. Government
under 35 U.S.C. Sections 200-212 and applicable governmental implementing
regulations.

         2.5      The Regents reserves the right to use the Invention and
associated technology for clinical, educational and research purposes.

3.       SUBLICENSES

         3.1      The Regents also grants to Licensee the right to issue
sublicenses to third parties to make, have made, use, sell, offer to sell and
import Licensed Product and to practice Licensed Method, as long as Licensee has
current exclusive rights thereto under this Agreement. To the extent applicable,
sublicenses must include all of the rights of and obligations due to The Regents
and the U.S. Government contained in this Agreement.

         3.2      Licensee shall promptly provide The Regents with a copy of
each sublicense issued; collect and guarantee payment of all payments due The
Regents from sublicensees; and summarize and deliver all reports due The Regents
from sublicensees.

         3.3      Upon termination of this Agreement for any reason, The
Regents, at its sole discretion, shall determine whether Licensee shall cancel
or assign to The Regents any and all sublicenses.

                                       4

<PAGE>

4.       PAYMENT TERMS

         4.1      Paragraphs 1.2, 1.3 and 1.6 define Licensed Method, Licensed
Product and Regents' Patent Rights, so that royalties are payable on products
and methods covered by both pending patent applications and issued patents.
Royalties will accrue in each country for the duration of Regents' Patent Rights
in that country and are payable to The Regents when Licensed Product is invoiced
or if not invoiced, when delivered to a third party. In the case of Licensed
Products covered by Regents' Technology Rights but not Regents' Patent Rights,
royalties will accrue for fifteen (15) years from the Effective Date.

         4.2      Licensee shall pay to The Regents earned royalties quarterly
on or before February 28, May 31, August 31 and November 30 of each calendar
year. Each payment will be for earned royalties accrued within Licensee's most
recently completed calendar quarter.

         4.3      All monies due The Regents are payable in U.S. dollars. When
Licensed Product is sold for monies other than U.S. dollars, Licensee shall
first determine the earned royalty in the currency of the country in which
Licensed Product was sold and then convert the amount into equivalent U.S.
funds, using the exchange rate quoted in The Wall Street Journal on the last
business day of the reporting period.

         4.4      Royalties earned on sales occurring in any country outside the
U.S. may not be reduced by any taxes, fees or other charges imposed by the
government of such country on the payment of royalty income. Licensee is also
responsible for all bank transfer charges. Notwithstanding this, all payments
made by Licensee in fulfillment of The Regents' tax liability in any particular
country will be credited against earned royalties or fees due The Regents for
that country.

         4.5      If, at any time, legal restrictions prevent the prompt
remittance of royalties by Licensee from any country where a Licensed Product is
sold, Licensee shall convert the amount owed to The Regents into U.S. funds and
shall pay The Regents directly from its U.S. source of funds for as long as the
legal restrictions apply.

         4.6      If any patent or patent claim within Regents' Patent Rights is
held invalid in a final decision by a court of competent jurisdiction and last
resort and from which no appeal has or can be taken, all obligation to pay
royalties based on that patent or claim or any claim patentably indistinct
therefrom will cease as of the date of final decision. Licensee will not,
however, be relieved from paying any royalties that accrued before the final
decision or that are based on

                                       5

<PAGE>
\
another patent or claim not involved in the final decision or that are based on
The Regents' Technology Rights. If a product is covered by Regents' Technology
Rights but not Regents' Patent Rights, royalties will be reduced by [***].

         4.7      No royalties may be collected or paid on Licensed Product sold
to the account of the U.S. Government, any agency thereof, state or domestic
municipal government as provided for in the License to the Government.

         4.8      In the event payments, rebillings or fees are not received by
The Regents when due, Licensee shall pay to The Regents interest charges at a
rate of ten percent (10%) per annum. Interest is calculated from the date
payment was due until actually received by The Regents.

5.       LICENSE-ISSUE FEE

         Licensee shall pay to The Regents a license-issue fee of [***] within
seven (7) days after the Effective Date. This fee is non-refundable,
non-cancelable and is not an advance against royalties.

6.       EARNED ROYALTIES AND MINIMUM ANNUAL ROYALTIES

         6.1      Licensee shall also pay to The Regents an earned royalty of
[***] of the Net Sales of Licensed Product or Licensed Method.

         6.2      Licensee shall pay to The Regents a minimum annual royalty of
[***] for the life of Regents' Patent Rights, beginning with the year of the
first commercial sale of Licensed Product, but no later than [***]. For the
first year of commercial sales, Licensee's obligation to pay the minimum annual
royalty will be pro-rated for the number of months remaining in that calendar
year when commercial sales commence and will be due the following February 28,
to allow for crediting of the pro-rated year's earned royalties. For subsequent
years, the minimum annual royalty will be paid to The Regents by February 28 of
each year and will be credited against the earned royalty due for the calendar
year in which the minimum payment was made.

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       6

<PAGE>

7.       ADDITIONAL PAYMENTS

         Clinical Milestone Payment: Licensee shall pay to The Regents [***]
within thirty (30) days of the commencement of the first clinical [***].
Additionally, Licensee shall pay to The Regents [***] within thirty (30) days
after [***].

8.       DUE DILIGENCE

         8.1      Within one hundred eighty (180) days of the Effective Date,
the Licensee must submit a formal business plan outlining the full operations
including recruitment of key staff and implementation of the research and
development plan for Licensed Products. This plan must include a clear strategy
for financing the Licensee until (1) the Licensee concludes a successful initial
public offering, or (2) the Licensee is acquired by another corporate entity.

         8.2      The Licensee, on execution of this Agreement, shall diligently
proceed with the development, manufacture and sale of Licensed Products, either
on its own or with a sublicensee, and shall diligently endeavor to market the
same within a commercially reasonable time after execution of this Agreement.

         8.3      The Licensee or its sublicensee shall:

                  8.3.1    demonstrate the efficacy of a Licensed Product in a
valid animal model [***];

                  8.3.2    submit an IND covering Licensed Products to the
United States FDA [***];

                  8.3.3    market Licensed Products [***];

                  8.3.4    market Licensed Products in the United States [***];
and

                  8.3.5    reasonably fill the market demand for Licensed
Products following commencement of marketing at any time during the exclusive
period of this Agreement.

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       7

<PAGE>

         If the Licensee is unable to perform any of the provisions in this
Article 8, then The Regents has the right and option either to terminate this
Agreement or convert the Licensee's exclusive license granted to Licensee in
Paragraphs 2.1 and 2.2 to a nonexclusive license.

         8.4      In addition to the obligations set forth above, Licensee shall
spend an average of [***] per [***] for the development of [***] on average
during the first [***] after the Effective Date.

9.       PROGRESS AND ROYALTY REPORTS

         9.1      Beginning February 28, 1999, and semi-annually thereafter,
Licensee shall submit to The Regents a written progress report covering
Licensee's (and any Affiliate or sublicensee's) activities related to the
development and testing of all Licensed Product and the obtaining of the
governmental approvals necessary for marketing. Progress reports are required
for each Licensed Product until the first commercial sale of that Licensed
Product occurs in the U.S. and shall be again required if commercial sales of
such Licensed Product is suspended or discontinued.

         9.2      Progress reports submitted under Paragraph 9.1 shall include,
but are not limited to, the following topics:

                  -   summary of work completed

                  -   key scientific discoveries

                  -   summary of work in progress

                  -   current schedule of anticipated events or milestones

                  -   market plans for introduction of Licensed Product and

                  -   a summary of resources (dollar value) spent in the
                      reporting period.

         9.3      Licensee has a continuing responsibility to keep The Regents
informed of the business entity status (as defined by the U.S. Patent and
Trademark Office) of itself and its sublicensees and Affiliates.

         9.4      Licensee shall report to The Regents in its immediately
subsequent progress and royalty report the date of first commercial sale of a
Licensed Product in each country.

         9.5      After the first commercial sale of a Licensed Product anywhere
in the world, Licensee shall make quarterly royalty reports to The Regents on or
before each February 28, May 31, August 31 and November 30 of each year. Each
royalty report will cover Licensee's most

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       8

<PAGE>

recently completed calendar quarter and will show (a) the gross sales and Net
Sales of Licensed Product sold during the most recently completed calendar
quarter; (b) the number of each type of Licensed Product sold; (c) the
royalties, in U.S. dollars, payable with respect to sales of Licensed Product;
(d) the method used to calculate the royalty; and (e) the exchange rates used.

         9.6      If no sales of Licensed Product have been made during any
reporting period, a statement to this effect is required.

10.      BOOKS AND RECORDS

         10.1     Licensee shall keep accurate books and records showing all
Licensed Product manufactured, used and/or sold under the terms of this
Agreement. Books and records must be preserved for at least five (5) years from
the date of the royalty payment to which they pertain.

         10.2     Books and records must be open to inspection by
representatives or agents of The Regents at reasonable times. The Regents shall
bear the fees and expenses of examination but if an error in royalties of more
than [***] is discovered in any examination, then Licensee shall bear the fees
and expenses of that examination.

11.      LIFE OF THE AGREEMENT

         11.1     Unless otherwise terminated by operation of law or by acts of
the parties in accordance with the terms of this Agreement, this Agreement will
be in force from the Effective Date until the last-to-expire patent or patent
application licensed under this Agreement is abandoned and no patent in the
Regents Patent Rights ever issues; or until fifteen (15) years from the
Effective Date as set forth in Paragraph 4.1, whichever is later.

         11.2     Any termination of this Agreement will not affect the rights
and obligations set forth in the following Articles:

         Article 10   Books and Records

         Article 14   Disposition of Licensed Product on Hand Upon Termination

         Article 15   Use of Names and Trademarks

         Article 20   Indemnification

         Article 24   Failure to Perform

         Article 29   Secrecy

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                        9

<PAGE>

12.      TERMINATION BY THE REGENTS

         If Licensee fails to perform or violates any term of this Agreement,
then The Regents may give written notice of default ("Notice of Default") to
Licensee. If Licensee fails to repair the default within sixty (60) days of the
effective date of Notice of Default, The Regents may terminate this Agreement
and its licenses by a second written notice ("Notice of Termination"). If a
Notice of Termination is sent to Licensee, this Agreement will automatically
terminate on the effective date of that notice. Such termination will not
relieve Licensee of its obligation to pay any fees owing at the time of
termination and will not impair any accrued right of The Regents. These notices
are subject to Article 21 (Notices).

13.      TERMINATION BY LICENSEE

         13.1     Licensee has the right at any time to terminate this Agreement
in whole or as to any portion of Regents' Patent Rights by giving notice in
writing to The Regents. Such notice of termination will be subject to Article 21
(Notices) and termination of this Agreement will be effective sixty (60) days
from the effective date of such notice.

         13.2     Any termination under the above Paragraph does not relieve
Licensee of any obligation or liability accrued under this Agreement prior to
termination or rescind any payment made to The Regents or anything done by
Licensee prior to the time termination becomes effective. Termination does not
affect in any manner any rights of The Regents arising under this Agreement
prior to termination.

14.      DISPOSITION OF LICENSED PRODUCT ON HAND UPON TERMINATION

         Upon termination of this Agreement Licensee is entitled to dispose of
all previously made or partially made Licensed Product, but no more, within a
period of one hundred and twenty (120) days provided that the sale of Licensed
Product is subject to the terms of this Agreement, including but not limited to
the rendering of reports and payment of royalties required under this Agreement.

                                       10

<PAGE>

15.      USE OF NAMES AND TRADEMARKS

         Nothing contained in this Agreement confers any right to use in
advertising, publicity or other promotional activities any name, trade name,
trademark or other designation of either party hereto (including contraction,
abbreviation or simulation of any of the foregoing). Unless required by law, the
use by Licensee of the name "The Regents of the University of California" or the
name of any campus of the University of California is prohibited.

16.      LIMITED WARRANTY

         16.1     The Regents warrants to Licensee that it has the lawful right
to grant this license.

         16.2     This license and the associated Invention are provided WITHOUT
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER
WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY
THAT THE LICENSED PRODUCT OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR
OTHER PROPRIETARY RIGHT.

         16.3     IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE
USE OF THE INVENTION OR LICENSED PRODUCT.

         16.4     This Agreement does not:

                  16.4.1   express or imply a warranty or representation as to
the validity or scope of any of Regents' Patent Rights;

                  16.4.2   express or imply a warranty or representation that
anything made, used, sold, offered for sale or imported or otherwise disposed of
under any license granted in this Agreement is or will be free from infringement
of patents of third parties;

                  16.4.3   obligate The Regents to bring or prosecute actions or
suits against third parties for patent infringement except as provided in
Article 19 (Patent Infringement);

                  16.4.4   confer by implication, estoppel or otherwise any
license or rights under any patents of The Regents other than Regents' Patent
Rights as defined in this Agreement, regardless of whether those patents are
dominant or subordinate to Regent's Patent Rights; or

                                       11

<PAGE>

                  16.4.5   obligate The Regents to furnish any know-how not
provided in Regents' Patent Rights, or Regents' Technology Rights.

17.      PATENT PROSECUTION AND MAINTENANCE

         17.1     As long as Licensee has paid patent costs as provided for in
this Article, The Regents shall diligently endeavor to prosecute and maintain
the U.S. and foreign patents comprising Regents' Patent Rights using counsel of
its choice and The Regents shall provide Licensee with copies of all relevant
documentation so that Licensee may be informed of the continuing prosecution and
Licensee agrees to keep this documentation confidential. The Regents' counsel
will take instructions only from The Regents, and all patents and patent
applications will be assigned solely to The Regents, regardless of possible
Licensee inventorship.

         17.2     The Regents shall use all reasonable efforts to amend any
patent application to include claims reasonably requested by Licensee to protect
the products contemplated to be sold under this Agreement.

         17.3     Licensee shall apply for an extension of the term of any
patent included within Regents' Patent Rights if appropriate under the Drug
Price Competition and Patent Term Restoration Act of 1984 and/or European,
Japanese and other foreign counterparts of this Law. Licensee shall prepare all
documents and The Regents agrees to execute the documents and to take additional
action as Licensee reasonably requests in connection therewith.

         17.4     If either party receives notice pertaining to infringement or
potential infringement of any issued patent included within Regents' Patent
Rights under the Drug Price Competition and Patent Term Restoration Act of 1984
(and/or foreign counterparts of this Law), that party shall notify the other
party within ten (10) days after receipt of notice of infringement.

         17.5     Licensee shall bear the costs of preparing, filing,
prosecuting and maintaining all U.S. and foreign patent applications
contemplated by this Agreement. Costs billed by The Regents' counsel will be
rebilled to Licensee and are due within thirty (30) days of rebilling by The
Regents. These costs include patent prosecution costs for the Invention incurred
by The Regents prior to the execution of this Agreement and any patent
prosecution costs that may be incurred for patentability opinions,
re-examination, re-issue, interferences or inventorship determinations.

                                       12

<PAGE>

Prior costs will be due upon execution of this Agreement and billing by The
Regents and are at least approximately [***].

         17.6     Licensee may request The Regents to obtain patent protection
on the Invention in foreign countries if available and if it so desires.
Licensee shall notify The Regents of its decision to obtain or maintain foreign
patents not less than sixty (60) days prior to the deadline for any payment,
filing or action to be taken in connection therewith. This notice concerning
foreign filing must be in writing, must identify the countries desired and must
reaffirm Licensee's obligation to underwrite the costs thereof. The absence of
such a notice from Licensee to The Regents will be considered an election not to
obtain or maintain foreign rights.

         17.7     Licensee's obligation to underwrite and to pay patent
prosecution costs will continue for so long as this Agreement remains in effect,
but Licensee may terminate its obligations with respect to any given patent
application or patent upon three (3) months written notice to The Regents. The
Regents will use its best efforts to curtail patent costs when a notice of
termination is received from Licensee. The Regents may prosecute and maintain
such application(s) or patent(s) at its sole discretion and expense, but
Licensee will have no further right or licenses thereunder. Non-payment of
patent costs may be deemed by The Regents as an election by Licensee not to
maintain application(s) or patent(s).

         17.8     The Regents may file, prosecute or maintain patent
applications at its own expense in any country in which Licensee has not elected
to file, prosecute or maintain patent applications in accordance with this
Article and those applications and resultant patents will not be subject to this
Agreement.

18.      PATENT MARKING

         Licensee shall mark all Licensed Product made, used or sold under the
terms of this Agreement, or their containers, in accordance with the applicable
patent marking laws.

19.      PATENT INFRINGEMENT

         19.1     If Licensee learns of the substantial infringement of any
patent licensed under this Agreement, Licensee shall call The Regents' attention
thereto in writing and provide The Regents with reasonable evidence of
infringement. Neither party will notify a third party of the

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                       13

<PAGE>

infringement of any of Regents' Patent Rights without first obtaining consent of
the other party, which consent will not be unreasonably denied. Both parties
shall use their best efforts in cooperation with each other to terminate
infringement without litigation.

         19.2     Licensee may request that The Regents take legal action
against the infringement of Regents' Patent Rights. Request must be in writing
and must include reasonable evidence of infringement and damages to Licensee. If
the infringing activity has not abated within ninety (90) days following the
effective date of request, The Regents then has the right to:

                  19.2.1   commence suit on its own account; or

                  19.2.2   refuse to participate in the suit, and

                  19.2.3   The Regents shall give notice of its election in
writing to Licensee by the end of the one-hundredth (100th) day after receiving
notice of written request from Licensee. Licensee may thereafter bring suit for
patent infringement, at its own expense, if and only if The Regents elects not
to commence suit and if the infringement occurred during the period and in a
jurisdiction where Licensee had exclusive rights under this Agreement. If,
however, Licensee elects to bring suit in accordance with this Paragraph, The
Regents may thereafter join that suit at its own expense.

         19.3     Legal action, as is decided on, will be at the expense of the
party bringing suit and all damages recovered thereby will belong to the party
bringing suit, but legal action brought jointly by The Regents and Licensee and
fully participated in by both will be at the joint expense of the parties and
all recoveries will be shared jointly by them in proportion to the share of
expense paid by each party.

         19.4     Each party shall cooperate with the other in litigation
proceedings instituted hereunder but at the expense of the party bringing suit.
Litigation will be controlled by the party bringing the suit, except that The
Regents may be represented by counsel of its choice in any suit brought by
Licensee.

                                       14

<PAGE>

20.      INDEMNIFICATION

         20.1     Licensee shall indemnify, hold harmless and defend The
Regents, its officers, employees and agents; the sponsors of the research that
led to the Invention; and the inventors of the patents and patent applications
in Regents' Patent Rights and their employers against any and all claims, suits,
losses, liabilities, damages, costs, fees and expenses resulting from or arising
out of exercise of this license or any sublicense. This indemnification
includes, but is not limited to, any product liability.

         20.2     Licensee, at its sole cost and expense, shall insure its
activities in connection with the work under this Agreement and obtain, keep in
force and maintain insurance as follows or an equivalent program of self
insurance.

         20.3     Comprehensive or commercial form general liability insurance
(contractual liability included) with limits as follows:

                  -   Each Occurrence $1,000,000

                  -   Products/Completed Operations Aggregate $5,000,000

                  -   Personal and Advertising Injury $1,000,000

                  -   General Aggregate (commercial form only) $5,000,000

         The coverage and limits referred to under the above do not in any way
limit the liability of Licensee. Licensee shall furnish The Regents with
certificates of insurance showing compliance with all requirements. Certificates
must:

                  -   Provide for thirty (30) days' advance written notice to
                      The Regents of any modification.

                  -   Indicate that The Regents has been endorsed as an
                      additional Insured under the coverage referred to under
                      the above.

                  -   Include a provision that the coverage will be primary and
                      will not participate with nor will be excess over any
                      valid and collectable insurance or program of
                      self-insurance carried or maintained by The Regents.

         20.4     The Regents shall notify Licensee in writing of any claim or
suit brought against The Regents in respect of which The Regents intends to
invoke the provisions of this Article. Licensee shall keep The Regents informed
on a current basis of its defense of any claims under this Article.

                                       15

<PAGE>

21.      NOTICES

         21.1     Any notice or payment required to be given to either party is
properly given and effective (a) on the date of delivery if delivered in person
or (b) five (5) days after mailing if mailed by first-class certified mail,
postage paid, to the respective addresses given below or to

         another address as is designated by written notice given to the other
party.

      In the case of Licensee:       DYNAVAX TECHNOLOGIES CORPORATION
                                     717 Potter Street, Suite 100
                                     Berkeley, CA 94710
                                     Attention: Dr. Dino Dina

      In the case of The Regents:    THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
                                     Office of Technology Transfer
                                     1111 Franklin Street, 5th Floor
                                     Oakland, CA 94607-5200
                                     Attention: Executive Director
                                                Research Administration and
                                                  Technology Transfer
                                     RE: UC Case No. 94-029-2, -3 and -4

22.      ASSIGNABILITY

         This Agreement may be assigned by The Regents, but is personal to
Licensee and assignable by Licensee only with the written consent of The
Regents, which consent will not be unreasonably withheld.

23.      NO WAIVER

         No waiver by either party of any default of this Agreement may be
deemed a waiver of any subsequent or similar default.

24.      FAILURE TO PERFORM

         If either party finds it necessary to undertake legal action against
the other on account of failure of performance due under this Agreement, then
the prevailing party is entitled to reasonable attorney's fees in addition to
costs and necessary disbursements.

                                       16

<PAGE>

25.      GOVERNING LAWS

         THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CALIFORNIA, but the scope and validity of any patent or
patent application will be governed by the applicable laws of the country of the
patent or patent application.

26.      PREFERENCE FOR U.S. INDUSTRY

         Because this Agreement grants the exclusive right to use or sell the
Invention in the U.S., Licensee agrees that any products sold in the U.S.
embodying this Invention or produced through the use thereof will be
manufactured substantially in the U.S.

27.      GOVERNMENT APPROVAL OR REGISTRATION

         Licensee shall notify The Regents if it becomes aware that this
Agreement is subject to any U.S. or foreign government reporting or approval
requirement. Licensee shall make all necessary filings and pay all costs
including fees, penalties and all other out-of-pocket costs associated with such
reporting or approval process.

28.      EXPORT CONTROL LAWS

         Licensee shall observe all applicable U.S. and foreign laws with
respect to the transfer of Licensed Product and related technical data to
foreign countries, including, without limitation, the International Traffic in
Arms Regulations (ITAR) and the Export Administration Regulations.

29.      SECRECY

         29.1     With regard to confidential information ("Data"), which can be
oral or written or both, received from The Regents regarding this Invention,
Licensee agrees:

                  29.1.1   not to use the Data except for the sole purpose of
performing under the terms of this Agreement;

                  29.1.2   to safeguard Data against disclosure to others with
the same degree of care as it exercises with its own data of a similar nature;

                                       17

<PAGE>

                  29.1.3 not to disclose Data to others (except to its
employees, agents or consultants who are bound to Licensee by a like obligation
of confidentiality) without the express written permission of The Regents,
except that Licensee is not prevented from using or disclosing any of the Data
that:

                           29.1.3.1     Licensee can demonstrate by written
                                        records was previously known to it;

                           29.1.3.2     is now or becomes in the future, public
                                        knowledge other than through acts or
                                        omissions of Licensee; or

                           29.1.3.3     is lawfully obtained by Licensee from
                                        sources independent of The Regents; and

                  29.1.4 that the secrecy obligations of Licensee with respect
to Data will continue for a period ending five (5) years from the termination
date of this Agreement.

         29.2     With regard to material received by Licensee from The Regents,
if any, including any compounds, cell lines, vectors, genetic material,
derivatives, products progeny or material derived therefrom ("Biochemical
Material"), Licensee agrees:

                  29.2.1 not to use Biochemical Material except for the sole
purpose of performing under the terms of this Agreement;

                  29.2.2 not to transfer Biochemical Material to others (except
to its employees, agents or consultants who are bound to Licensee by like
obligations conditioning and restricting access, use and continued use of
Biochemical Material) without the express written permission of The Regents,
except that Licensee is not prevented from transferring Biochemical Material
that:

                           29.2.2.1     becomes publicly available other than
                                        through acts or omissions of Licensee;
                                        or

                           29.2.2.2     is lawfully obtained by Licensee from
                                        sources independent of The Regents;

                           29.2.2.3     to safeguard Biochemical Material
                                        against disclosure and transmission to
                                        others with the same degree of care as
                                        it exercises with its own biological
                                        materials of a similar nature;

                                       18

<PAGE>

30.      MISCELLANEOUS

         30.1     The headings of the several sections are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

         30.2     This Agreement is not binding on the parties until it has been
signed below on behalf of each party. It is then effective as of the Effective
Date.

         30.3     No amendment or modification of this Agreement is valid or
binding on the parties unless made in writing and signed on behalf of each
party.

         This Agreement embodies the entire understanding of the parties and
supersedes all previous communications, representations or understandings,
either oral or written, between the parties relating to the subject matter
hereof. The Secrecy Agreement dated July 23, 1997 is hereby terminated.

         30.4     In case any of the provisions contained in this Agreement is
held to be invalid, illegal or unenforceable in any respect, that invalidity,
illegality or unenforceability will not affect any other provisions of this
Agreement and this Agreement will be construed as if the invalid, illegal or
unenforceable provisions had never been contained in it.

         IN WITNESS WHEREOF, both The Regents and Licensee have executed this
Agreement, in duplicate originals, by their respective and duly authorized
officers on the day and year written.

DYNAVAX TECHNOLOGIES CORPORATION:           THE REGENTS OF THE UNIVERSITY
                                            OF CALIFORNIA:

By:    /s/ Dino Dina                      By:      /s/ Terence A. Feuerborn
   ---------------------------------             ------------------------------
           (Signature)                                 (Signature)

Name:  DINO DINA, M.D.                    Name:  Terence A. Feuerborn

Title: President & CEO                    Title: Executive Director
                                                 Research Administration and
                                                   Technology Transfer

Date:  September 25, 1998                 Date:   10-2-98

                 Approved as to legal form:   /s/ Sandra S. Schultz 9/30/98
                                           ----------------------------------
                                           Sandra S. Schultz           Date
                                           University Counsel
                                           Office of General Counsel

                                       19


<PAGE>

UC Case Nos. 94-029-2, 94-029-3, 94-029-4

                 FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT

         This first amendment (the "First Amendment") is effective this 22nd day
of September, 1999 (the "Effective Date") is between The Regents of the
University of California, a California corporation with administrative
headquarters at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200
("The Regents"), and Dynavax Technologies Corporation, a California corporation,
having an address at 717 Potter Street, Suite 100, Berkeley, California 94710,
("Dynavax").

                                   BACKGROUND

         A.       The Regents and Dynavax entered into an exclusive license
agreement (UC Control No. 99-04-0166) dated October 2, 1998 ("the Agreement")
which covers "Compounds for Inhibition of Ceramide-mediated Signal Transduction"
and "New Anti-inflammatory Inhibitors: Inhibitors of Stress Activated Protein
Kinase Pathways".

         B.       The Regents and Dynavax entered into other exclusive license
agreements. These are UC Control No. 97-04-0493, dated March 26, 1997 (the "UC
92-296, 97-138 Agreement") which covers "Methods, Compositions, and Devices for
Administration of Naked Nucleotides Which Express Biologically Active Peptides"
and "Immunostimulatory Oligonucleotide Conjugates"; and UC Control No.
99-04-0321, dated October 2, 1998 (the "UC 97-287 Agreement") which covers
"Inhibitors of DNA Immunostimulatory Sequence Activity" respectively.

         C.       The Regents and Dynavax wish to amend this Agreement to
include an additional patent application in the definition of Regents' Patent
Rights.

         D.       The Regents and Dynavax wish to further amend this Agreement
to include the Index Milestone Payment as restated in Paragraph 8.3 of the Third
Amendment to the UC 92-296, 97-138 Agreement.

                                       1

<PAGE>

         E.       The Regents and Dynavax wish to further amend this Agreement
to include Attributed Income Payment as restated in Paragraph 8.4 of the Second
Amendment to the UC 92-296, 97-138 Agreement.

         NOW, THEREFORE, the parties hereby agree to amend the Agreement as set
forth herein.

Paragraph 1.6 is deleted in its entirety and replaced with the following:

         1.6      "Regents' Patent Rights" means any subject matter claimed or
disclosed in any of the following:


<TABLE>
<CAPTION>
                                   U.S. Patent Application Serial
Case Number                        Number  or U.S. Patent Number           Filing Date or Issue Date
---------------------------------------------------------------------------------------------------------
<S>                                <C>                                     <C>
94-029-2                               Patent No. 5,843,943                     December 1, 1998
---------------------------------------------------------------------------------------------------------
94-029-3                               Serial No. 08/858,778                    May 19, 1997
---------------------------------------------------------------------------------------------------------
94-029-4                               Serial No. 09/107,026                    June 29, 1988
---------------------------------------------------------------------------------------------------------
99-222-1                               Serial No. 09/313,048                    May 17, 1999
---------------------------------------------------------------------------------------------------------
</TABLE>


and continuing applications thereof including divisions and substitutions but
excluding continuations-in-part applications; any patents on said applications
including reissues, reexaminations and extensions; and any corresponding foreign
applications or patents.

The following Paragraph 1.7 is added:

         1.7      "Attributed Income" means the following types of income
received by Dynavax which is attributable to the Invention licensed hereunder:
upfront licensing fees paid to Dynavax by third parties (e.g. corporate partners
and sublicensees of Dynavax) and licensing and/or research and development (R&D)
milestone payments made to Dynavax for the development of Licensed Products
which milestone payments are payable prior to (but not after) the commencement
of clinical trials for a Licensed Product to which the income is attributable.
Attributed Income does not include amounts received by Dynavax from third
parties for the purchase of an equity interest in Dynavax (except amounts in
excess of the fair market value of Dynavax's stock at the time such purchase is
made), amounts received to fund Dynavax's research and development efforts
(charged at cost), amounts received by Dynavax as a loan

                                       2

<PAGE>

subject to repayment, or reimbursement of patent costs, or amounts received by
Dynavax for research and development and/or licensing of technology not covered
by Regents' Patent Rights.

         Article 7 is renamed Paragraph 7.1 and restated:

         7.1      Clinical Milestone Payment: Licensee shall pay to The Regents
[***] within thirty (30) days of the commencement of the first clinical [***].
Additionally, Licensee shall pay to The Regents [***] within thirty (30) days
after [***].

The following Paragraph 7.2 and Paragraph 7.3 are added:

         7.2      Indexed Milestone Payment: Within sixty (60) days of either
(a) the closing of a public offering of the common stock pursuant to a
registration statement filed with the Securities and Exchange Commission or (b)
any consolidation or merger of Dynavax with any other entity, or any other
corporate reorganization following which the shareholders of Dynavax immediately
prior thereto own less than sixty percent (60%) of Dynavax's voting power, or
any transaction or series of transactions in which greater than forty percent
(40%) of Dynavax's voting power is transferred to a third party not previously a
shareholder of Dynavax; Dynavax shall make to The Regents a cash payment equal
to [***]. This Indexed Milestone Payment shall be a one-time payment by Dynavax
under any one of the three (3) license agreements between The Regents and
Dynavax. One third (1/3) of this amount will be attributed to this Agreement,
one third (1/3) to the UC 92-296, 97-138 Agreement, and one third (1/3) to the
UC 97-287 Agreement.

         7.3      Attributed Income: Within sixty (60) days of Dynavax's receipt
of Attributed Income, Dynavax shall pay to The Regents [***]. Such Attributed
Income shall be allocated to the license agreement that generated the Attributed
Income. These payments by Dynavax shall continue until an aggregate of [***] has
been paid under any one of the three (3) license agreements between The Regents
and Dynavax.

Paragraph 8.3.3 is deleted in its entirety and replaced with the following:

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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<PAGE>

         8.3.3    market Licensed Products [***];

The following Paragraph 8.6 is added:

         8.6      If Dynavax is unable to meet any of the dates set forth in
Paragraph 8.3, Dynavax shall be entitled to a one-time extension of each of the
dates (which have not been met) by [***] upon payment of [***] to The Regents,
provided that such payment is received by The Regents within sixty (60) days of
receipt of written notice by The Regents that Dynavax has not met a due
diligence date. The [***] payment has the effect of extending the subject date
and all subsequent dates by [***]. The Regents shall not exercise its rights to
terminate this Agreement unless a re-established date is not met.

         The remaining provisions of the Agreement remain in full force and
effect.

         The parties have executed this First Amendment in duplicate by their
respective and duly authorized officers, as evidenced by the signatures below.

DYNAVAX TECHNOLOGIES                         THE REGENTS OF THE
CORPORATION:                                 UNIVERSITY OF CALIFORNIA:

By:     /s/ Dino Dina                        By: /s/ Terence A. Feuerborn
   -----------------------------                -----------------------------
           (Signature)                                   (Signature)

Name:  Dino Dina, M.D.                       Name:  Terence A. Feuerborn

Title: President & CEO                       Title: Executive Director
                                                    Research Administration and
                                                        Technology Transfer

Date:  Sept 17 1999                          Date:  9-22-99

                           Approved as to legal form: /s/ Edwin H. Baker  9/8/99
                                                      --------------------------
                                              Edwin H. Baker               Date
                                              University Counsel
                                              Office of General Counsel

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

                                        4