GENITOPE CORPORATION



                           2003 EQUITY INCENTIVE PLAN



                             ADOPTED AUGUST 7, 2003





                    APPROVED BY STOCKHOLDERS AUGUST 29, 2003





1.       PURPOSES.



         (a)      ELIGIBLE STOCK AWARD RECIPIENTS. The persons eligible to

receive Stock Awards are the Employees, Directors and Consultants of the Company

and its Affiliates.



         (b)      AVAILABLE STOCK AWARDS. The purpose of the Plan is to provide

a means by which eligible recipients of Stock Awards may be given an opportunity

to benefit from increases in value of the Common Stock through the granting of

the following Stock Awards: (i) Options, (ii) Restricted Stock Awards, (iii)

Stock Appreciation Rights, (iv) Phantom Stock and (v) Other Stock Awards.



         (c)      GENERAL PURPOSE. The Company, by means of the Plan, seeks to

retain the services of the group of persons eligible to receive Stock Awards, to

secure and retain the services of new members of this group and to provide

incentives for such persons to exert maximum efforts for the success of the

Company and its Affiliates.



2.       DEFINITIONS.



         (a)      "AFFILIATE" means any parent corporation or subsidiary

corporation of the Company, whether now or hereafter existing, as those terms

are defined in Sections 424(e) and (f), respectively, of the Code.



         (b)      "BOARD" means the Board of Directors of the Company.



         (c)      "CAPITALIZATION ADJUSTMENT" has the meaning ascribed to that

term in Section 11(a).



         (d)      "CHANGE IN CONTROL" means the occurrence, in a single

transaction or in a series of related transactions, of any one or more of the

following events:



                  (i)      any Exchange Act Person becomes the Owner, directly

or indirectly, of securities of the Company representing more than fifty percent

(50%) of the combined voting power of the Company's then outstanding securities

other than by virtue of a merger, consolidation or similar transaction.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur

solely because the level of Ownership held by any Exchange Act Person (the

"Subject Person") exceeds the designated percentage threshold of the outstanding

voting securities as a result of a repurchase or other acquisition of voting

securities by the Company reducing the number of shares outstanding, provided

that if a Change in Control would occur (but for the operation of this sentence)

as a result of the acquisition of voting securities by the Company, and after

such share acquisition, the Subject Person becomes the Owner of any



                                       1.

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additional voting securities that, assuming the repurchase or other acquisition

had not occurred, increases the percentage of the then outstanding voting

securities Owned by the Subject Person over the designated percentage threshold,

then a Change in Control shall be deemed to occur;



                  (ii)     there is consummated a merger, consolidation or

similar transaction involving (directly or indirectly) the Company and,

immediately after the consummation of such merger, consolidation or similar

transaction, the stockholders of the Company immediately prior thereto do not

Own, directly or indirectly, outstanding voting securities representing more

than fifty percent (50%) of the combined outstanding voting power of the

surviving Entity in such merger, consolidation or similar transaction or more

than fifty percent (50%) of the combined outstanding voting power of the parent

of the surviving Entity in such merger, consolidation or similar transaction;



                  (iii)    the stockholders of the Company approve or the Board

approves a plan of complete dissolution or liquidation of the Company, or a

complete dissolution or liquidation of the Company shall otherwise occur;



                  (iv)     there is consummated a sale, lease, license or other

disposition of all or substantially all of the consolidated assets of the

Company and its Subsidiaries, other than a sale, lease, license or other

disposition of all or substantially all of the consolidated assets of the

Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the

combined voting power of the voting securities of which are Owned by



stockholders of the Company in substantially the same proportions as their

Ownership of the Company immediately prior to such sale, lease, license or other

disposition; or



                  (v)      individuals who, on the date this Plan is adopted by

the Board, are members of the Board (the "Incumbent Board") cease for any reason

to constitute at least a majority of the members of the Board; provided,

however, that if the appointment or election (or nomination for election) of any

new Board member was approved or recommended by a majority vote of the members

of the Incumbent Board then still in office, such new member shall, for purposes

of this Plan, be considered as a member of the Incumbent Board.



         Notwithstanding the foregoing or any other provision of this Plan, the

definition of Change in Control (or any analogous term) in an individual written

agreement between the Company or any Affiliate and the Participant shall

supersede the foregoing definition with respect to Stock Awards subject to such

agreement (it being understood, however, that if no definition of Change in

Control or any analogous term is set forth in such an individual written

agreement, the foregoing definition shall apply).



         (e)      "CODE" means the Internal Revenue Code of 1986, as amended.



         (f)      "COMMITTEE" means a committee of one or more members of the

Board appointed by the Board in accordance with Section 3(c).



         (g)      "COMMON STOCK" means the common stock of the Company.



         (h)      "COMPANY" means Genitope Corporation, a Delaware corporation.



                                       2.

{PAGE}



         (i)      "CONSULTANT" means any person, including an advisor, (i)

engaged by the Company or an Affiliate to render consulting or advisory services

and who is compensated for such services or (ii) serving as a member of the

Board of Directors of an Affiliate and who is compensated for such services.

However, the term "Consultant" shall not include Directors who are not

compensated by the Company for their services as Directors, and the payment of a

director's fee by the Company for services as a Director shall not cause a

Director to be considered a "Consultant" for purposes of the Plan.



         (j)      "CONTINUOUS SERVICE" means that the Participant's service with

the Company or an Affiliate, whether as an Employee, Director or Consultant, is

not interrupted or terminated. A change in the capacity in which the Participant

renders service to the Company or an Affiliate as an Employee, Consultant or

Director or a change in the entity for which the Participant renders such

service, provided that there is no interruption or termination of the

Participant's service with the Company or an Affiliate, shall not terminate a

Participant's Continuous Service. For example, a change in status from an

Employee of the Company to a Consultant of an Affiliate or a Director shall not

constitute an interruption of Continuous Service. The Board or the chief

executive officer of the Company, in that party's sole discretion, may determine

whether Continuous Service shall be considered interrupted in the case of any

leave of absence approved by that party, including sick leave, military leave or

any other personal leave. Notwithstanding the foregoing, a leave of absence

shall be treated as Continuous Service for purposes of vesting in a Stock Award

only to such extent as may be provided in the Company's leave of absence policy

or in the written terms of the Participant's leave of absence.



         (k)      "CORPORATE TRANSACTION" means the occurrence, in a single

transaction or in a series of related transactions, of any one or more of the

following events:



                  (i)      a sale or other disposition of all or substantially

all, as determined by the Board in its discretion, of the consolidated assets of

the Company and its Subsidiaries;

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