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AMENDMENT
NO. 2 TO
COMMON
STOCK PURCHASE AGREEMENT
This
Amendment No. 2
(the “ Second
Amendment ”) to that certain Common Stock
Purchase Agreement, dated October 11, 2007 and as
amended by Amendment No. 1 thereto dated as of October 8, 2008 (as
so amended, the “ Agreement ”), by and
between Dendreon Corporation, a Delaware corporation
(the “ Company ”), and Azimuth
Opportunity Ltd., an international business company incorporated
under the laws of the British Virgin Islands (the “
Investor ”), is entered into as of February 9,
2009 (the “ Second Amendment Date
”). Capitalized terms not otherwise defined herein shall have
the meaning set forth in the Agreement.
Recitals
Whereas ,
Section
7.1 of the Agreement provides in part that, unless earlier
terminated, the Agreement shall terminate automatically on the
earliest of (i) the first day of the month next following the
18-month anniversary of the Effective Date (the “
Investment Period ”), (ii) the date that the aggregate
dollar amount of Shares registered under the Registration Statement
have been issued and sold and (iii) the date the Investor shall
have purchased the Total Commitment of shares of Common Stock
(subject in all cases to the Trading Market Limit);
Whereas ,
the
Agreement remains in full force and effect;
Whereas ,
Section 9.3 of the Agreement provides that the Agreement may be
amended by a written instrument signed by the Company and the
Investor; and
Whereas , the
Company and the Inves
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