Form 8-K DENDREON CORP For: Nov 25

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November 26, 2014 6:31 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

�

FORM 8-K

�

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November�25, 2014

�

Dendreon Corporation

(Exact Name of Registrant as Specified in Its Charter)

�


Delaware	�	001-35546	�	22-3203193
(State or Other Jurisdiction of Incorporation)	�	(Commission File Number)	�	(IRS Employer Identification No.)

1301 2nd Avenue, Seattle, Washington			�	98101
(Address of Principal Executive Offices)			�	(Zip Code)

Registrant�s telephone number, including area code: (206)�256-4545

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

�

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

�

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

�

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

�

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

�

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

�

Item�7.01. Regulation FD Disclosure.

As previously announced, on November�10, 2014, Dendreon Corporation (the �Company�) and its wholly owned subsidiaries, Dendreon Holdings, LLC, Dendreon Distribution, LLC and Dendreon Manufacturing, LLC (collectively, together with the Company, the �Debtors�) filed voluntary petitions for relief (the �Chapter 11 Cases�) under Chapter�11 of Title 11 of the United States Code (the �Bankruptcy Code�) in the United States Bankruptcy Court for the District of Delaware (the �Bankruptcy Court�).

On November�25, 2014, the Debtors filed their initial monthly operating report (the �Initial Monthly Operating Report�) with the Bankruptcy Court.�The Initial Monthly Operating Report is attached hereto as Exhibit�99.1.

Cautionary Statement Regarding the Initial Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Initial Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Initial Monthly Operating Report is limited in scope and has been prepared solely for the purpose of complying with requirements of the Bankruptcy Court. The Initial Monthly Operating Report was not reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment. The financial information in the Initial Monthly Operating Report is not prepared in accordance with accounting principles generally accepted in the United States (�GAAP�) and, therefore, may exclude items required by GAAP, such as certain reclassifications, eliminations, accruals, valuations and disclosures.�The Initial Monthly Operating Report also relates to periods which are different from the historical periods required in the Company�s reports pursuant to the Securities Exchange Act of 1934, as amended (the �Exchange Act�).

Cautionary Statements Regarding the Chapter 11 Cases

The Company�s securityholders are cautioned that trading in the Company�s securities during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. Trading prices for the Company�s securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Company�s Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

A plan of reorganization or liquidation will likely result in holders of the Company�s capital stock receiving no distribution on account of their interests and cancellation of their existing stock. If certain requirements of the Bankruptcy Code are met, a Chapter 11 plan can be confirmed notwithstanding its rejection by the Company�s equity securityholders and notwithstanding the fact that such equity securityholders do not receive or retain any property on account of their equity interests under the plan.

Cautionary Statement Regarding Forward-Looking Statements

Certain information in this Current Report and Exhibit 99.1 attached hereto may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report and Exhibit 99.1 attached hereto that are not statements of historical fact and other estimates, projections, future trends and the outcome of events that have not yet occurred referenced in this Current Report and Exhibit 99.1 attached hereto should be considered forward-looking statements. Words such as �anticipate,� �estimate,� �expect,� �project,� �intend,� �plan,� �believe,� �may,� �predict,� �will,� �would,� �could,� �should,� �target� and similar expressions are often used to identify forward-looking statements. Actual results or events could differ materially from those indicated in forward-looking statements as a result of risks and uncertainties, including, among others, the potential adverse impact of the Chapter 11 Cases on the Company�s liquidity or results of operations, changes in the Company�s ability to meet financial obligations during the Chapter 11 process or to maintain contracts that are critical to the Company�s operations, the outcome or timing of the Chapter 11 process and the proposed stand-alone restructuring, asset sale or plan sale (including the occurrence or likelihood of qualified bids or an auction), the effect of the Chapter 11 Cases or proposed stand-alone restructuring, asset sale or plan sale on the Company�s relationships with third parties, regulatory authorities and employees, proceedings that

may be brought by third parties in connection with the Chapter 11 process or the proposed stand-alone restructuring, asset sale or plan sale, Court approval or other conditions or termination events in connection with the proposed stand-alone restructuring, asset sale or plan sale, and the timing or amount of any distributions to the Company�s stakeholders. For a discussion of some of the additional risks and important factors that the Company believes could cause actual results or events to differ from the forward-looking statements that it makes, see the sections entitled �Risk Factors� and �Management�s Discussion and Analysis of Financial Condition and Results of Operations� in the Company�s Quarterly Report on Form 10-Q for the quarter ended September�30, 2014. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results or events to differ from those contained in any forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report or Exhibit 99.1 attached hereto. Any forward-looking statements speak only as of the date of this Current Report. The Company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form�8-K, the information in this Item�7.01 is being furnished for informational purposes only and shall not be deemed �filed� for purposes of Section�18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing. The filing of this current report (including Exhibit�99.1 attached hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation�FD.

Additional Information regarding the Chapter 11 Case

Information about the Chapter 11 process, as well as court filings and other documents related to the reorganization proceedings, is available through the Company�s claims agent, Prime Clerk, at https://cases.primeclerk.com/dendreon or 844-794-3479.�Information contained on, or that can be accessed through, such web site or the Bankruptcy Court�s web site is not part of this Current Report.

Item�9.01.�Financial Statements and Exhibits.

(d)�Exhibits:

�



99.1	��	Initial Monthly Operating Report, dated November�25, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

�


	�	DENDREON CORPORATION

Date: November�26, 2014	�	By:	�	/s/ Robert L. Crotty
	�		�	Name:	�	Robert L. Crotty
	�		�	�Title:	�	Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

�


Exhibit No.	��	Description

99.1	��	Initial Monthly Operating Report, dated November�25, 2014.

Exhibit 99.1

LOGO

�

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - In re: DENDREON CORPORATION, et al., Debtors.1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x:::::::: x Chapter 11 Case No. 14-12515 (PJW) Jointly Administered NOTICE OF FILING OF INITIAL MONTHLY OPERATING REPORT PLEASE TAKE NOTICE that on November 25, 2014, the above-captioned debtors and debtors in possession (collectively, the eDebtorsf& RUWQP _TQ >YU_UMW D[Q]M_UYS FQ[Z]_� a copy of which is attached hereto as Exhibit A. Dated: Wilmington, Delaware November 25, 2014 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP /s/ Sarah E. Pierce AnthonyW. Clark (I.D. No. 2051) Sarah E. Pierce (I.D. No. 4648) One Rodney Square P.O. Box 636 Wilmington, Delaware 19899-0636 Telephone: (302) 651-3000 Fax: (302) 651-3001 - and - 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Dendreon Corporation (3193), Dendreon Holdings, LLC (8047), Dendreon Distribution, LLC (8598) and Dendreon Manufacturing, LLC (7123). The address of the Debtorsg corporate headquarters is 1301 2nd Avenue, Seattle, Washington 98101. Docket No. 116 Date Filed: 11/25/14

LOGO

�

Kenneth S. Ziman

Raquelle L. Kaye

Four Times Square

New York, New York 10036-6522

Telephone: (212)�735-3000

Fax: (212)�735-2000

- and -

Felicia Gerber Perlman

155 N. Wacker Drive

Chicago, Illinois 60606-1720

Telephone: (312)�407-0700

Fax: (312)�407-0411

Proposed Counsel for Debtors and Debtors in Possession

EXHIBIT A

LOGO

�

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: DENDREON CORPORATION, et al., Debtors. Case No. 14-12515 (PJW) INITIAL MONTHLY OPERATING REPORT File report and attachments with Court and submit copy to United States Trustee within 15 days after order for relief. Certificates of insurance must name United States Trustee as a party to be notified in the event of policy cancellation. Bank accounts and checks must bear the name of the debtor, the case number, and the designation �Debtor in Possession.� Examples of acceptable evidence of Debtor in Possession Bank accounts include voided checks, copy of bank deposit agreement/certificate of authority, signature card, and/or corporate checking resolution. Document Explanation REQUIRED DOCUMENTS Attached Attached 12-Month Cash Flow Projection (Form IR-1) Exhibit A 13-week cashflow Certificates of Insurance: Workers Compensation Exhibit B Certificates of Insurance Property General Liability Vehicle Other: Identify areas of self-insurance w/liability caps Evidence of Debtor in Possession Bank Accounts Tax Escrow Account Exhibit C Interim Cash Management Order General Operating Account MoneyMarket Account pursuant to Local Rule 4001-3. Refer to http://www.deb.uscourts.gov/ Other: Retainers Paid (Form IR-2) Exhibit D I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief. Signature of Debtor Date Signature of Joint Debtor Date November 25, 2014 Signature of Authorized Individual* Date Gregory Cox VP, Interim CFO and Treasurer Printed Name of Authorized Individual Title of Authorized Individual *Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.

EXHIBIT A

LOGO

�

EFOESFPO DPSQ. Dbti Gmpx Gpsfdbtu Xffl Foejoh 11/7/2014 (Epmmbst jo Uipvtboet) Qspkfdufe Xffl; 1 2 3 4 5 6 7 8 9 10 11 12 13 13-Xffl Foejoh Ebuf; 11/14/14 11/21/14 11/28/14 12/5/14 12/12/14 12/19/14 12/26/14 1/2/15 1/9/15 1/16/15 1/23/15 1/30/15 2/6/15 Upubm Cfhjoojoh Cppl Dbti Cbmbodf $ 92,248 $ 96,296 $ 95,660 $ 92,765 $ 96,658 $ 97,280 $ 98,064 $ 95,659 $ 98,982 $ 98,512 $ 101,699 $ 98,424 $ 99,679 $ 92,248 SFDFJQUT Pqfsbujoh $ 5,368 $ 3,594 $ 4,409 $ 5,368 $ 5,481 $ 4,997 $ 4,405 $ 4,248 $ 6,028 $ 6,028 $ 5,124 $ 3,005 $ 3,901 $ 61,956 Puifs - - - 140 - - - 140 - - - 3,000 140 3,419 UPUBM SFDFJQUT $ 5,368 $ 3,594 $ 4,409 $ 5,508 $ 5,481 $ 4,997 $ 4,405 $ 4,387 $ 6,028 $ 6,028 $ 5,124 $ 6,005 $ 4,040 $ 65,375 EJTCVSTFNFOUT V.T. Pqfsbujpot Qbzspmm $ - $ - $ (2,973) $ - $ (2,946) $ - $ (3,096) $ - $ (3,162) $ - $ (3,162) $ - $ (3,149) $ (18,487) Pddvqbodz (133) (1,236) (2) (40) (133) (1,236) (2) - (40) (133) (1,236) (2) (40) (4,231) Puifs Pqfsbujoh (923) (2,829) (4,065) (820) (1,251) (2,812) (3,547) (898) (896) (2,177) (3,834) (4,583) (805) (29,441) Tvcupubm $ (1,056) $ (4,065) $ (7,040) $ (860) $ (4,330) $ (4,047) $ (6,644) $ (898) $ (4,098) $ (2,310) $ (8,232) $ (4,584) $ (3,994) $ (52,159) F.V. Pqfsbujpot $ (264) $ (165) $ (165) $ (166) $ (529) $ (166) $ (166) $ (166) $ (166) $ (531) $ (166) $ (166) $ (166) $ (2,985) Sftusvduvsjoh & Puifs $ - $ - $ (100) $ (589) $ - $ - $ - $ - $ (2,233) $ - $ - $ - $ (302) $ (3,223) UPUBM EJTCVSTFNFOUT $ (1,321) $ (4,230) $ (7,305) $ (1,615) $ (4,858) $ (4,214) $ (6,810) $ (1,064) $ (6,497) $ (2,842) $ (8,398) $ (4,751) $ (4,462) $ (58,367) OFU DBTI GMPX $ 4,047 $ (635) $ (2,896) $ 3,893 $ 623 $ 784 $ (2,405) $ 3,323 $ (469) $ 3,186 $ (3,275) $ 1,255 $ (422) $ 7,008 Foejoh Cppl Dbti Cbmbodf $ 96,296 $ 95,660 $ 92,765 $ 96,658 $ 97,280 $ 98,064 $ 95,659 $ 98,982 $ 98,512 $ 101,699 $ 98,424 $ 99,679 $ 99,257 $ 99,257

EXHIBIT B

LOGO

ACORD CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) 07/03/2014

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

If this certificate is being prepared for a party who has an insurable interest in the property, do not use this form. Use ACORD 27 or ACORD 28.

PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 199 Fremont Street Suite 1500 San Francisco CA 94105 USA

CONTACT NAME: PHONE A/C. No. Ext): (866) 283-7122 FAX (A/C. No.): (800) 363-0105 E-MAIL ADDRESS:

PRODUCER CUSTOMER ID #: 570000055089

INSURER(S) AFFORDING COVERAGE NAIC # 10014

INSURED Dendreon Corporation 1301 2nd Avenue Seattle WA 98101 USA INSURER A: Affiliated FM Insurance Co. INSURER B: INSURER C: INSURER D: INSURER E: INSURER F:

COVERAGES CERTIFICATE NUMBER: 570054499609 REVISION NUMBER:

LOCATION OF PREMISES/ DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

RE: 1301 2nd Ave. in Seattle.

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) COVERED PROPERTY LIMITS

A X X X X PROPERTY CAUSES OF LOSS BASIC BROAD SPECIAL EARTHQUAKE WIND FLOOD ALL RISK-Subjects to Exclusions Earth Movement INLAND MARINE CAUSES OF LOSS NAMED PERILS DEDUCTIBLES BUILDING CONTENTS $100,000 $100,000 SF593 TYPE OF POLICY POLICY NUMBER 06/27/2014 06/27/2015 X X BUILDING PERSONAL PROPERTY BUSINESS INCOME w/o Extra Expense EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP Loss Limit Earth Movement - Agg $350,000,000 Included

CRIME TYPE OF POLICY BOILER�& MACHINERY / EQUIPMENT BREAKDOWN

SPECIAL CONDITIONS / OTHER COVERAGES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

Dendreon property policy includes coverage for property in the course of construction (Builders Risk) up to the full policy limit for PD and $100,000 for soft costs.

CERTIFICATE HOLDER

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

Aon Risk Insurance Services West Inc.

ACORD 24 (2009/09)

The ACORD name and logo are registered marks of ACORD

Holder Identifier:

CERTIFICATE NUMBER: 570054499609

LOGO

AGENCY CUSTOMER ID: 570000055089

LOC #:

ACORD

ADDITIONAL REMARKS SCHEDULE

Page _ of _

AGENCY

Aon Risk Insurance Services West, Inc.

NAMED INSURED

Dendreon Corporation

POLICY NUMBER

See Certificate Number: 570054499609

CARRIER

See Certificate Number: 570054499609

NAIC CODE

EFFECTIVE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,

FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance

INSURER(S) AFFORDING COVERAGE

NAIC #

INSURER

ADDITIONAL POLICIES

If a policy below does not include limit information, refer to the corresponding policy on the ACORD

certificate form for policy limits.

INSR

LTR

TYPE OF INSURANCE

PROPERTY

POLICY NUMBER

SF593

POLICY EFFECTIVE DATE (MM/DD/YYYY)

06/27/2014

POLICY EXPIRATION

DATE (MM/DD/YYYY)

06/27/2015

COVERED PROPERTY

Deductible

Flood - Aggregate

LIMITS

$100,000

Included

ACORD 101 (2008/01)

The ACORD name and logo are registered marks of ACORD

LOGO

ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/03/2014

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 199 Fremont Street Suite 1500 San Francisco CA 94105 USA

CONTACT NAME: PHONE (A/C. No. Ext): (866) 283-7122 FAX (A/C. No.): (800) 363-0105 E-MAIL ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC # 20281

INSURED Dendreon Corporation 1301 2nd Avenue Seattle WA 98101 USA

INSURER A: Federal Insurance Company INSURER B: Chubb Indemnity Insurance Co. 12777

INSURER C: INSURER D: INSURER E: INSURER F:

COVERAGES CERTIFICATE NUMBER: 570054499640 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

Limits shown are as requested

INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS

A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE X OCCUR 35780941 06/27/2014 06/27/2015 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $10,000

PERSONAL & ADV INJURY $1,000,000 GEN�L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000

X POLICY PROJECT LOC PRODUCTS - COMP/OP AGG Excluded OTHER: AUTOMOBILE LIABILITY

COMBINED SINGLE LIMIT (Ea accident) ANY AUTO ALL OWNED AUTOS HIRED AUTOS BODILY INJURY ( Per person)

SCHEDULED AUTOS NON-OWNED AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident)

UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCURRENCE

AGGREGATE DED RETENTION

B WORKERS COMPENSATION AND EMPLOYERS� LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE

OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N / A

71706421 06/27/2014 06/27/2015

X PER STATUTE OTHER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE-EA EMPLOYEE $1,000,000

E.L. DISEASE-POLICY LIMIT $1,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

CERTIFICATE HOLDER CANCELLATION

Rexford Industrial Realty, LP Rexford Industrial Realty, Inc.

11620 Wilshire Blvd., Suite 1000

Los Angeles CA 90025 USA

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

Aon Risk Insurance Services West Inc.

ACORD 25 (2014/01)

The ACORD name and logo are registered marks of ACORD

Holder Identifier:

Certificate No: 570054499640

LOGO

ACORD CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY)

07/03/2014

If this certificate is being prepared for a party who has an insurable interest in the property, do not use this form. Use ACORD 27 or ACORD 28.

PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 199 Fremont Street Suite 1500 San Francisco CA 94105 USA

CONTACT NAME: PHONE (A/C No. Ext): (866)�283-7122 FAX (A/C No.): (800)�363-0105 E-MAIL ADDRESS: PRODUCER CUSTOMER ID #: 570000055089

INSURER(S) AFFORDING COVERAGE NAIC # 19445

INSURED

Dendreon Corporation 1301 2nd Avenue Seattle WA 98101 USA

INSURER A: National Union Fire Ins Co of Pittsburgh

INSURER B: INSURER C: INSURER D: INSURER E: INSURER F:

COVERAGES CERTIFICATE NUMBER: 570054499604 REVISION NUMBER:

LOCATION OF PREMISES/ DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) COVERED PROPERTY LIMITS

PROPERTY CAUSES OF LOSS DEDUCTIBLES BUILDING PERSONAL PROPERTY BUSINESS INCOME w/o Extra Expense EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG�& PP

BASIC BUILDING CONTENTS BROAD SPECIAL EARTHQUAKE WIND FLOOD INLAND MARINE TYPE OF POLICY CAUSES OF LOSS NAMED PERILS POLICY NUMBER A X CRIME TYPE OF POLICY Crime - Primary

013314267 6/27/2014 6/27/2015 X Employee Dishonesty $5,000,000

BOILER�& MACHINERY / EQUIPMENT BREAKDOWN

SPECIAL CONDITIONS / OTHER COVERAGES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Evidence of Insurance.

CERTIFICATE HOLDER CANCELLATION

Dendreon Corporation 1301 2nd Avenue, Suite 3200 Seattle WA 98101 USA

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

Aon Risk Insurance Services West Inc.

ACORD 24 (2009/09)�The ACORD name and logo are registered marks of ACORD

CERTIFICATE NUMBER: 570054499604

Holder Identifier:

LOGO

ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/03/2014

PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 199 Fremont Street Suite 1500 San Francisco CA 94105 USA

CONTACT NAME: PHONE (A/C. No. Ext): (866)�283-7122 FAX (A/C No.): (800)�363-0105 E-MAIL ADDRESS:

INSURED Dendreon Corporation 1301 2nd Avenue Seattle WA 98101 USA

INSURER (S)�AFFORDING COVERAGE NAIC # 20281

INSURER A: Federal Insurance Company INSURER B: INSURER C: INSURER D: INSURER E: INSURER F:

COVERAGES CERTIFICATE NUMBER: 570054499605 REVISION NUMBER:

INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS

COMMERCIAL GENERAL LIABILITY

EACH OCCURRENCE

DAMAGE TO RENTED PREMISES (Ea occurrence)

CLAIMS-MADE OCCUR MED EXP (Any one person)

PERSONAL�& ADV INJURY GENERAL AGGREGATE

GEN�L AGGREGATE LIMIT APPLIES PER: POLICY OTHER: PROJECT LOC

PRODUCTS - COMP/OP AGG

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident)

ANY AUTO BODILY INJURY (Per person)

ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON-OWNED AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident)

UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS-MADE EACH OCCURRENCE AGGREGATE DED RETENTION

WORKERS COMPENSATION AND EMPLOYERS� LIABILITY

ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED Y / N N / A

(Mandatory in NH)

If yes, describe under DESCRIPTION OF OPERATIOS below

PER STATUTE OTHER E.L. EACH ACCIDENT

E.L. DISEASE-EA EMPLOYEE

E.L. DISEASE-POLICY LIMIT

Products Liab 74983684 06/27/2014 06/27/2015

Occurrence $10,000,000

Aggregate $10,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space required)

Re: Protocol P11-1: An open - label study of Sipuleucel-t in European men with metastic, castrate resistant prostate cancer. No Fault Human Clinical Trial endorsement is included in the policy providing coverage in connection with Human Clinical Trials conducted in accordance with the Association of the British Pharmaceutical Industry Clinical Trial Guidelines. Worldwide Coverage Territory includes UK. All limits are in US Dollars.

CERTIFICATE HOLDER CANCELLATION

Dendreon Corporation

1301 2nd Avenue, Suite 3200

Seattle WA 98101 USA

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE

Aon Risk Insurance Services West Inc.

ACORD 25 (2014/01)

The ACORD name and logo are registered marks of ACORD

Certificate No: 570054499605

Holder Identifier:

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ACORD� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/03/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 199 Fremont Street Suite 1500 San Francisco CA 94105 USA CONTACT NAME: PHONE (A/C. No. Ext): (866) 283-7122 FAX (A/C No.): (800) 363-0105 EMAIL ADDRESS: INSURED Dendreon Corporation 1301 2nd Avenue Seattle WA 98101 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Federal Insurance Company 20281 INSURER B: Chubb Indemnity Insurance Co. 12777 INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570054499612 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS 35780941 06/27/2014 06/27/2015 A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 CLAIMS-MADE X OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG Excluded GEN�L AGGREGATE LIMIT APPLIES PER: X POLICY PROJECT LOC OTHER: 7351-43-29 06/27/2014 06/27/2015 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON-OWNED AUTOS BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS-MADE DED RETENTION 79825055 06/27/2014 06/27/2015 EACH OCCURRENCE $20,000,000 AGGREGATE $20,000,000 B WORKERS COMPENSATION AND EMPLOYERS� LIABILITY ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? Y/N N N/A (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below 71706421 06/27/2014 06/27/2015 X PER STATUTE OTHER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE-EA EMPLOYEE $1,000,000 E.L. DISEASE-POLICY LIMIT $1,000,000 A Products Liab 74983684 06/27/2014 06/27/2015 Occurrence $10,000,000 Aggregate $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION Dendreon Corporation 1301 2nd Avenue, Suite 3200 Seattle WA 98101 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AON RISK INSURANCE SERVICES WEST INC. �1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) Certificate No : 570054499612 Holder Identifier: ALL LOBS The ACORD name and logo are registered marks of ACORD

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ACORD� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/03/2014 Holder Identifier : AL ONLY Certificate No : 570054499615 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 199 Fremont Street Suite 1500 San Francisco CA 94105 USA CONTACT NAME: PHONE (A/C. No. Ext): (866) 283-7122 FAX (A/C. No.): (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Dendreon Corporation 1301 2nd Avenue Seattle WA 98101 USA INSURER A: Federal Insurance Company 20281 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570054499615 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN�L AGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOC OTHER: A AUTOMOBILE LIABILITY 7351-43-29 06/7/2014 06/27/2015 X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS� LIABILITY Y/N ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A LIMITS EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL�& ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE PER STATUTE OTHER E.L. EACH ACCIDENT E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION Dendreon Corporation 1301 2nd Avenue, Suite 3200 Seattle WA 98101 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Aon Risk Insurance Services West Inc. ACORD 25 (2014/01) �1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD

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ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/03/2014 Holder Identifier: GL Only Certificate No: 570054499607 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 199 Fremont Street Suite 1500 San Francisco CA 94105 USA CONTACT NAME: PHONE (A/C. No. Ext): (866) 283-7122 FAX (A/C. No.): (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Dendreon Corporation 1301 2nd Avenue Seattle WA 98101 USA INSURER A: Federal Insurance Company 20281 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570054499607 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 35780941 06/27/2014 06/27/2015 CLAIMS-MADE X OCCUR GEN�L AGGREGATE LIMIT APPLIES PER: X POLICY PROJECT LOC OTHER: AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS� LIABILITY Y/N ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A LIMITS EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $10,000 PERSONAL�& ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG Excluded COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE PER STATUTE OTHER E.L. EACH ACCIDENT E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION Dendreon Corporation 1301 2nd Avenue, Suite 3200 Seattle WA 98101 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Aon Risk Insurance Services West Inc. ACORD 25(2014/01) 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD

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ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/03/2014 Holder Identifier: GLProdEX Certificate No: 570054499610 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 199 Fremont Street Suite 1500 San Francisco CA 94105 USA CONTACT NAME: PHONE (A/C. No. Ext): (866) 283-7122 FAX (A/C. No.): (800) 363-0105 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Dendreon Corporation 1301 2nd Avenue Seattle WA 98101 USA INSURER A: Federal Insurance Company 20281 INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570054499610 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY�EFF�(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY 35780941 06/27/2014 06/27/2015 CLAIMS-MADE X OCCUR GEN�L�AGGREGATE�LIMIT�APPLIES PER: X POLICY PROJECT LOC OTHER: AUTOMOBILE�LIABILITY ANY AUTO ALL�OWNED�AUTOS HIRED AUTOS SCHEDULED�AUTOS NON-OWNED�AUTOS A X UMBRELLA LIAB 79825055 06/27/2014 06/27/2015 X OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS� LIABILITY Y/N ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A A Products Liab 74983684 06/27/2014 06/27/2015 LIMITS EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $10,000 PERSONAL�& ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG Excluded COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE $3,000,000 AGGREGATE $3,000,000 PER STATUTE OTHER E.L. EACH ACCIDENT E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT Occurence Aggregate $10,000,000 $10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Re: Protocol P11-1 in Netherlands. Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION Dendreon Corporation 1301 2nd Avenue, Suite 3200 Seattle WA 98101 USA

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Aon Risk Insurance Services West Inc. ACORD 25(2014/01) 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD

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ACORD� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/03/2014

Holder Identifier: Products/EX Certificate No: 570054499616

PRODUCER Aon Risk Insurance Services West, Inc. San Francisco CA Office 199 Fremont Street Suite 1500 San Francisco CA 94105 USA

CONTACT NAME: PHONE (A/C. No. Ext): (866) 283-7122 FAX (A/C. No.): (800) 363-0105 E-MAIL ADDRESS:

INSURED Dendreon Corporation 1301 2nd Avenue Seattle WA 98101 USA

INSURER(S) AFFORDING COVERAGE

INSURER A: Federal Insurance Company

INSURER B:

INSURER C:

INSURER D:

INSURER E:

INSURER F:

NAIC # 20281

COVERAGES CERTIFICATE NUMBER: 570054499616 REVISION NUMBER:

INSR LTR A A

TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN�L AGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOC OTHER: AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON-OWNED AUTOS X UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS� LIABILITY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS BELOW Y / N

Products Liab

ADDL INSD N / A SUBR WVD

POLICY NUMBER 79825055 74983684

POLICY EFF (MM/DD/YYYY) 06/27/2014 06/27/2014

POLICY EXP

(MM/DD/YYYY) 06/27/2015 06/24/2015

LIMITS

EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL�& ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 PER STATUTE OTHER E.L. EACH ACCIDENT E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT Occurrence $10,000,000 Aggregate $10,000,000

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

Evidence of Insurance.

CERTIFICATE HOLDER Dendreon Corporation 1301 2nd Avenue, Suite 3200 Seattle WA 98101 USA

CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE Aon Risk Insurance Services West Inc.

ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD

EXHIBIT C

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1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - In re: DENDREON CORPORATION, et al., Debtors.1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x : : : : : : : : x Chapter 11 Case No. 14-12515 (PJW) Jointly Administered Related Docket No. 6 INTERIM ORDER (I) AUTHORIZING (A) THE CONTINUED USE OF EXISTING CASH MANAGEMENT SYSTEM, BANK ACCOUNTS, BUSINESS FORMS, AND DEPOSIT AND INVESTMENT PRACTICES; (B) PAYMENT OF RELATED PREPETITION OBLIGATIONS AND (C) A WAIVER OF CERTAIN OPERATING GUIDELINES RELATING TO BANK ACCOUNTS; AND (II) AUTHORIZING CONTINUED ENGAGEMENT IN INTERCOMPANY TRANSACTIONS PURSUANT TO 11 U.S.C. �� 105(a), 345 AND 363, FED. R. BANKR. P. 6003 AND 6004, AND DEL. BANKR. L.R. 2015-2 AND 4001-3 Upon the motion (the �Motion�)2 of the Debtors for an interim order (the �Order�), pursuant to sections 105(a), 345 and 363 of the Bankruptcy Code, Bankruptcy Rules 6003 and 6004, and Local Bankruptcy Rules 2015-2 and 4001-3, (i) authorizing, but not directing (a) the continued use of the Debtors� existing cash management system, bank accounts, business forms, and deposit and investment practices under the cash management system; (b) payment of related prepetition obligations; and (c) to the extent inconsistent with such practices, a waiver of investment and deposit requirements of Bankruptcy Code section 345(b) and the U.S. Trustee Guidelines; and (ii) authorizing the Debtors to continue engaging in intercompany transactions in 1 The Debtors and the last four digits of their respective taxpayer identification numbers are as follows: Dendreon Corporation (3193), Dendreon Holdings, LLC (8047), Dendreon Distribution, LLC (8598) and Dendreon Manufacturing, LLC (7123). The address of the Debtors� corporate headquarters is 1301 2nd Avenue, Seattle, Washington 98101. 2 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion or the First Day Declaration.

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the ordinary course of business; and upon the First Day Declaration; and due and sufficient notice of the Motion having been given under the particular circumstances; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interests of the Debtors, their estates, their creditors and other parties in interest; and after due deliberation thereon and good and sufficient cause appearing therefor, it is hereby,

ORDERED, ADJUDGED AND DECREED that:

1. The Motion is GRANTED on an interim basis as set forth herein.

2. The final hearing on this Motion is set for December�9, 2014, at 3:30 p.m. (prevailing Eastern Time). Any objections or responses to entry of the proposed Final Order shall be filed and served, so as to be received by 4:00 p.m. (prevailing Eastern Time) no later than seven (7)�days prior to the final hearing, upon: (i)�the Debtors, care of Dendreon Corporation, 200 Crossing Boulevard, Bridgewater, NJ 08807, Attention: Robert L. Crotty, (ii)�proposed counsel for the Debtors, Skadden, Arps, Slate, Meagher�& Flom LLP, Four Times Square, New York, New York 10036, Attention: Kenneth S. Ziman and 155 North Wacker Drive, Chicago, Illinois 60606, Attention: Felicia Gerber Perlman and One Rodney Square, 920 N. King Street, Wilmington, Delaware 19801, Attention: Sarah E. Pierce, (iii)�counsel to the Unaffiliated Noteholders, Brown Rudnick LLP, One Financial Center, Boston, Massachusetts 02111, Attention: Steven D. Pohl, (iv)�counsel to the Deerfield Noteholders, Willkie Farr�& Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attention: John C. Longmire and (v)�the U.S. Trustee.

3. Pursuant to sections 105 and 363 of the Bankruptcy Code, the Debtors, in their discretion, are authorized, but not directed to designate, maintain and continue to use any and all of their Bank Accounts in existence as of the Petition Date, with the same account

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numbers, including the accounts identified in Exhibit A annexed hereto, and need not comply with certain operating guidelines relating to bank accounts set forth in the U.S. Trustee Guidelines.

4. For banks at which the Debtors hold bank accounts that are party to a Uniform Depository agreement with the Office of the United States Trustee for the District of Delaware, within fifteen (15)�days of the date of entry of this Order the Debtors shall (a)�contact each bank, (b)�provide the bank with each of the Debtors� employer identification numbers and (c)�identify each of their bank accounts held at such banks as being held by a debtor in possession in a bankruptcy case.

5. For banks at which the Debtors hold accounts that are not party to a Uniform Depository agreement with the Office of the United States Trustee for the District of Delaware, the Debtors shall use their good-faith efforts to cause the banks to execute a Uniform Depository agreement in a form prescribed by the Office of the United States Trustee within forty-five (45)�days of the date of this Order, provided however that the foregoing shall be without prejudice to the Debtors� rights to seek additional time to comply. The U.S. Trustee�s rights to seek further relief from this Court on notice in the event that the aforementioned banks are unwilling to execute a Uniform Depository Agreement in a form prescribed by the U.S. Trustee are fully reserved.

6. The Debtors are authorized to open any new Bank Accounts or close any existing Bank Accounts as it may deem necessary and appropriate in their sole discretion; provided, however, that the Debtors give notice within fifteen (15)�days to the Office of the United States Trustee for the District of Delaware and any statutory committees appointed in these Chapter 11 Cases; provided, further, however that the Debtors shall open any such new

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Bank Account at banks that have executed a Uniform Depository Agreement with the Office of the United States Trustee for the District of Delaware, or at such banks that are willing to immediately execute such an agreement.

7. The relief granted in the Order is extended to any new bank account opened by the Debtors, in accordance with the provisions of this Order, after the date hereof, which account shall be deemed a Bank Account, and to the bank at which such account is opened.

8. The Debtors shall not make any intercompany transfers to non-debtor affiliates or subsidiaries absent further order of the Court. The Debtors shall maintain accurate and detailed records of all transfers, including intercompany transfers, so that all transactions may be readily ascertained, traced, recorded properly and distinguished between prepetition and postpetition transactions.

9. The Debtors are authorized, but not directed, to continue to use their existing Business Forms without alteration or change and without the designation �Debtor in Possession� imprinted upon them; provided, however, that, within ten (10)�business days following the Petition Date, subsequently issued checks bear the designation �Debtor in Possession� and the case number; provided further that the foregoing shall be without prejudice to the Debtors� rights to seek further relief from this requirement or additional time to comply.

10. The Debtors are authorized to continue to use their existing Cash Management System. The Debtors may, in the ordinary course of business, transfer funds into, out of, and through the Cash Management System in accordance with the Debtors� prepetition practices. In connection with the ongoing utilization of their Cash Management System, the Debtors shall continue to maintain records with respect to all transfers of cash so that all transactions may be readily ascertained, traced, and recorded properly. Except as otherwise set

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forth herein, the Debtors are further authorized to implement any changes to the Cash Management System that they deem appropriate in their discretion.

11. The Bank Accounts are deemed debtor in possession accounts. The Debtors are authorized, but not directed, to maintain and use the Bank Accounts in the same manner and with the same account numbers, styles and document forms as those employed prior to the Petition Date, including, without limitation: (a)�to deposit funds in, and withdraw funds from, the Bank Accounts by all usual means, including checks, wire transfers and other debits; (b)�to pay postpetition ordinary course bank fees in connection with the Bank Accounts; (c)�to perform their obligations under the documents and agreements governing the Bank Accounts; and (d)�to treat the Bank Accounts for all purposes as accounts of the Debtors in their capacities as debtors in possession.

12. After the Petition Date, and subject to the terms of the Order, the Debtors� Banks are authorized and directed to continue to administer the Bank Accounts as such accounts were maintained prepetition, without interruption and in the usual and ordinary course, and to debit the Debtors� Bank Accounts in the ordinary course of business without the need for further order of this Court for: (a)�all checks drawn on the Bank Accounts which were cashed at the Debtors� Banks� counters or exchanged for cashier�s checks by the payees thereof prior to the Petition Date; and (b)�all undisputed prepetition amounts outstanding as of the date hereof, if any, owed to the Debtors� Banks as service charges for the maintenance of the Debtors� Cash Management System.

13. Notwithstanding anything in this Order to the contrary, no checks, drafts, wires or electronic fund transfers (excluding any electronic fund transfers that the Debtors� Banks are obligated to settle), or other items presented, issued, or drawn on the Bank Accounts prior to

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the Petition Date shall be honored, unless (a)�authorized by order of this Court; (b)�not otherwise prohibited by a �stop payment� request timely received by the Debtors� Banks from the Debtors; and (c)�supported by sufficient funds in the Bank Account in question.

14. Subject to the provisions of the Order, the Debtors� Banks are authorized and directed to honor all disbursements of the Debtors from the Bank Accounts dated subsequent to the Petition Date to the extent of sufficient available funds.

15. The Debtors� Banks are further authorized and directed to (a)�honor the Debtors� directions with respect to the opening or closing of any Bank Account and (b)�accept and hold, or invest, the Debtors� funds in accordance with the Debtors� instructions; provided that the Debtors� Banks shall not have any liability to any party for relying on such representations.

16. The requirements of section 345 of the Bankruptcy Code shall be waived with respect to the Bank Accounts and any other accounts of the Debtors with the banks for an interim period of thirty (30)�days, without prejudice to the Debtors� rights to seek a further waiver.

17. The Debtors shall serve a copy of the Order on the Debtors� Banks within five (5)�business days of the entry of the Order, and upon any bank at which the Debtors open a new bank account, immediately upon the opening of such new account.

18. To the extent applicable, the Court finds and determines that the requirements of Bankruptcy Rule 6003 are satisfied and that the relief requested is necessary to avoid immediate and irreparable harm.

19. Notwithstanding Bankruptcy Rule 6004(h), the Order shall be effective and enforceable immediately upon entry hereof.

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20. To the extent any other order is entered by this Court directing the Debtors� Banks to honor checks, drafts, automated clearing house transfers, or other electronic funds transfers or any other withdrawals made, drawn, or issued in payment of prepetition claims, the obligation to honor such items shall be subject to the Order.

21. The requirements set forth in Local Bankruptcy Rule 9013-1(b) are satisfied by the contents of the Motion.

22. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order.

23. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation or interpretation of this Order.

Dated: Wilmington, Delaware

November�12, 2014

/s/ Peter J. Walsh

Honorable Peter J. Walsh

UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT A Debtors� Bank Accounts Bank Account Number Account Holder Description U.S. Bank, N.A. P.O. Box 1800 St. Paul, MN 55101-0800 XXXX-XXXX-4656 Dendreon Corporation Operating Account XXXX-XXXX-0216 Dendreon Distribution, LLC Receipts Account XXXX-XXXX-7365 Dendreon Corporation Deposit Account XXXX-XXXX-9867 Dendreon Manufacturing, LLC Intercompany Account Morgan Stanley Smith Barney, LLC 555 California St., 35th Floor San Francisco, CA 94104 XXX-XXXXX-0516 Dendreon Corporation Investment Account Wells Fargo Securities, LLC 999 3rd Avenue, 11th Floor Seattle, WA 98104 XX-XX-6872 Dendreon Corporation Letters of Credit Account

EXHIBIT D

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Initial Funding Payee Date Number Amount1 Balance2 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 9/26/2014 1003207 750,000.00 750,000.00 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 10/10/2014 1003252 500,000.00 500,000.00 PRIME CLERK LLC 10/10/2014 1003251 40,000.00 40,000.00 ALIXPARTNERS, LLP 9/18/2014 1003184 250,000.00 250,000.00 1. These numbers do not reflect replinishment of retainers up to the listed amount 2. Retainer amounts subject to change based upon reconciliation of prepetition billings Check / Wire Retainers as of 11/21/14

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Form 8-K DENDREON CORP For: Nov 25

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