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Consultant Agreement

CONSULTANT AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into as of the 26^th day of April, 2006, by and between CancerVax Corporation (“CancerVax”), a Delaware corporation having a place of business at 2110 Rutherford Road, Carlsbad, California, 92008 and William R. LaRue (“Consultant”), an individual, with reference to the following:

WHEREAS, Consultant is duly qualified to provide the services as described in the Scope of Work, Exhibit A, attached hereto (the “Services”), to CancerVax and CancerVax desires to engage Consultant to provide such Services to CancerVax in accordance with the terms and conditions herein contained.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:

Services: The Services to be provided by Consultant to CancerVax hereunder shall be as described in Exhibit A hereto. Exhibit A is incorporated herein by this reference as though fully set forth herein. Consultant agrees to perform the Services and any other obligations or activities hereunder in accordance with:

(a) the terms of this Agreement;

(b) all applicable laws, statutes, rules, regulations, ordinances and other pronouncements having the binding effect of law of any applicable government authority, court, tribunal, arbitrator, agency, legislative body, commission or other instrumentality of (i) any government of any country, (ii) any state, province, county, city or other political subdivision thereof, or (iii) any supranational body, including the European Commission; and

(c) all CancerVax policies, procedures and guidance memoranda provided to Consultant in connection with Consultant’s performance under this Agreement including, without limitation, laws of the United States (U.S.) related to the transfer of technology by U.S. persons to foreign nationals and travel-related transactions as related to Cuba.

Confidentiality: Consultant and the Company have entered into the Company’s standard employee confidentiality and invention assignment agreement (the “Confidentiality Agreement”). Consultant acknowledges and agrees that she continues to be bound by the Confidentiality Agreement.

	3.		Term: The term of this Agreement shall commence as of June 1, 2006 and terminate on August 15, 2006.

	4.		Compensation; Expenses:

(a) Consultant’s compensation and payment for the Services provided hereunder shall be as set forth in Exhibit A hereto. Consultant shall not be entitled to any other payments as consideration for the Services other than those provided under this Agreement.

(b) CancerVax acknowledges that the termination of Consultant’s Services on August 15, 2006 shall constitute a “Termination of Service” for purposes of the Stock Option Agreement dated March 27, 2006, between CancerVax and Consultant (the “Option Agreement”). Accordingly, the stock options granted pursuant to the Option Agreement shall vest in full on August 15, 2006 pursuant to the terms of the Option Agreement and Consultant shall have one year from such date to exercise such stock options. All other stock options granted to Consultant by CancerVax shall continue to be governed by the terms and conditions of the stock option agreements and plans pursuant to which they were granted.

(c) CancerVax shall reimburse Consultant for all reasonable out-of-pocket expenses and disbursements actually incurred which are customary and necessary to the

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