AGREEMENT



         This Agreement is made and is effective this 31st day of July, 2000,

(the "Effective Date") between Cancer Diagnostic Laboratories, Inc. ("CDL"), a

California corporation and CancerVax Corporation ("CancerVax"), a Delaware

corporation.



                                    RECITALS



         WHEREAS, pursuant to a Transfer Agreement dated May 22, 1997, between

CDL and The Regents of The University of California, attached hereto as Exhibit

1 (the "Transfer Agreement"), CDL has rights to certain Human Tumor Cell Lines,

as described in UCLA Case No. LA96-060-01.



         WHEREAS, pursuant to an assignment dated January 1, 1991, attached

hereto as Exhibit 2, CDL has been assigned the rights of Rishab K. Gupta in U.S.

Patent Application SN 431,533, including any divisionals, continuations,

continuations-in-part, foreign counterparts, any United States or foreign

patents issuing therefrom as well as any extensions or reissues thereof.



         WHEREAS, CancerVax wishes to commercialize the vaccine technology set

forth in the '533 patent application, to have full rights to utilize any

diagnostic technology necessary for the development, production and marketing of

the product, and to further investigate the characteristics and potential

commercial utility of the technology.



         The parties agree as follows:



                                 1. DEFINITIONS



         1.1      "CDL's Patent Rights" shall mean patent rights claimed in or

covered under U.S. patent application SN 431,533, filed November 3, 1989,

including any divisionals, continuations, continuations-in-part, foreign

counterparts, any United States or foreign patents issuing therefrom, as well as

any extensions, reexaminations or reissues thereof.



         1.2      "Cell Lines" shall mean the human tumor cell lines listed in

Appendix A hereto and any progeny or derivatives.



         1.3      "Field" shall mean the treatment or prevention of cancer in

humans through the use of products or methodologies that employ an

antigen-containing vaccine.



         1.4      "Licensed Products and Methods" shall mean any product,

composition, material or method whose manufacture, development, use, sale, offer

for sale or import by a party not licensed under CDL's Patent Rights would

constitute an infringement of any claim or claims of CDL's Patent Rights.



                                       1



{PAGE}



                                    2. GRANT



         2.1      Quitclaim of Cell Lines. CDL hereby irrevocably quitclaims its

entire right, title and interest in and to the Ceil Lines to CancerVax (the

"Transfer"), subject to the terms and conditions of the Transfer Agreement.



         2.2      John Wayne Cancer Institute. It is recognized and agreed that:

(i) the Cell Lines are subject to a nonexclusive license to the John Wayne

Cancer Institute, a California non-profit corporation ("JWCI"), pursuant to a

Cross-License Agreement dated July 24, 1998 (the "JWCI Agreement"); (ii) it is

expected that CancerVax will be assigned and assume the rights and obligations

under the JWCI Agreement; and (iii) the cell banks of Cell Lines are currently

stored at JWCI, which are to be removed by July 24, 2001.



         2.3      Licenses. CDL hereby grants to CancerVax a paid-up,

royalty-free, exclusive, worldwide license, with right to sublicense, under

CDL's Patent Rights to develop, make, have made, use, sell, offer for sale and

import Licensed Products and Methods within the Field (the "Patent License").

CDL hereby grants to CancerVax a perpetual, irrevocable, paid-up, royalty-free,

exclusive, worldwide license, with the right to sublicense, to any information,

data, know-how or biological materials owned or controlled by CDL or any of its

affiliates that are related to the Cell Lines. CDL shall disclose, or cause to

be disclosed, to CancerVax upon request any such information, data, know-how or

biological materials.



         2.4      Assignment of Transfer Agreement. CDL hereby assigns to

CancerVax, as of the date hereof and pursuant to Section 16.1 (last sentence) of

the Transfer Agreement, all of CDL's right, title, interest and obligations

under the Transfer Agreement, and CancerVax hereby accepts such assignment and

assumes all of CDL's right, title, interest and obligations under the Transfer

Agreement. CancerVax further agrees to keep, perform, comply with and fulfill

all of the terms and obligations of CDL under the Transfer Agreement.



                                3. CONSIDERATION





         In consideration of the Transfer of the Cell Lines and the licenses

granted under Section 2.3, CancerVax shall pay CDL Seven Hundred Fifty Thousand

Dollars ($750,000), of which Six Hundred and Fifty Thousand Dollars ($650,000)

is allocated to the Transfer and One Hundred Thousand Dollars ($100,000) to the

license granted under Section 2.3. The Seven Hundred Fifty Thousand Dollars

($750,000) shall be paid to CDL within ten (10) days after CancerVax has

received, in the aggregate, Twenty Five Million Dollars ($25,000,000) in

nonrefundable gross proceeds from one or more funding transactions (including

amounts previously received in funding), whether for securities of CancerVax,

rights to CancerVax's technology, products (*or services, or options or

negotiation rights for such securities, technology, products or services.





         It is recognized that CancerVax will be responsible for any payments

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