This LICENSE AND SUPPLY AGREEMENT (the "Agreement") is entered into as

of May 27, 2003 (the "Effective Date") between CORIXA CORPORATION, a Delaware

corporation, with its principal place of business at 1124 Columbia Street, Suite

200, Seattle, WA 98104, U.S.A. and its subsidiary Coulter Pharmaceutical, Inc.

(referred to individually as "Corixa Corporation" and "Coulter Pharmaceutical",

respectively, and collectively as "Corixa"), and GLAXOSMITHKLINE INC., a

corporation amalgamated and continued under the laws of Canada, with its

principal place of business at 7333 Mississauga Road North, Mississauga,

Ontario, Canada L5N 6L4 ("GSK Canada"). Both Corixa and GSK Canada are referred

to individually as a "Party" and collectively as the "Parties."



         WHEREAS, Corixa has rights to and is developing Bexxar therapy, a

therapeutic antibody product pending FDA approval; and



         WHEREAS, GSK Canada possesses development, marketing and distribution

capability for therapeutic products in Canada; and



         WHEREAS, Corixa Corporation and GSK Canada entered into a Conditional

Letter of Intent on February 17, 2003 (the "LOI") under which the Parties have

made preparations to register such product in Canada and which is terminated by

the signing of this Agreement; and



         WHEREAS, GSK Canada desires to obtain rights to commercialize such

product in Canada for the treatment of humans, and Corixa is willing to grant

such rights on the terms and conditions hereof; and



         WHEREAS, GSK Canada desires to obtain finished antibody for such

product from Corixa, and Corixa is willing to provide such antibody on the terms

and conditions hereof; and



         NOW THEREFORE, in consideration of the foregoing premises and the

mutual promises, covenants and conditions contained in this Agreement, the

Parties agree as follows:



         1.       DEFINITIONS



         The following terms shall have the following meanings as used in this

Agreement:



                  1.1      "AFFILIATE" means, with respect to a particular

Party, a person, corporation, partnership, or other entity that controls, is

controlled by or is under common control with such Party. For the purposes of

the definition in this Section 1.1, the word "control" (including, with

correlative meaning, the terms "controlled by" or "under the common control

with") means the actual power, either directly or indirectly through one or more

intermediaries, to direct or cause the direction of the management and policies

of such entity, whether by the ownership of at least fifty percent (50%) of the

voting stock of such entity, or by contract or otherwise.



{PAGE}



                  1.2      "ANNUAL CLINICAL FTE RATE" shall mean the amount to

be paid by GSK Canada to Corixa for the services of one FTE. The Annual Clinical

FTE Rate will be US[*] per year for calendar year 2003. For each subsequent

calendar year, this rate will be adjusted by the percentage change in the

monthly Consumer Price Index for the immediately preceding December as compared

to the base month of December 2002. The index source will be the Consumer Price

Index published by the Bureau of Labor Statistics of the United States

Department of Labor and covering Seattle, Tacoma and Bremerton (all in the state

of Washington). Should indices covering all of the foregoing areas not be

available, then the national index will be used as the reference.



                  1.3      "ANNUAL NET SALES" shall mean, with respect to a

particular calendar year, the total Net Sales for such calendar year.



                  1.4      "BATCH CERTIFICATE" shall mean (a) a certificate

issued by the manufacturer of a lot or batch of a drug that is exported from the

country of manufacture under a mutual recognition agreement, which certificate

includes (i) a detailed description of such drug, (ii) analytical test methods

and results performed on such lot or batch, (iii) addresses of the buildings

where such lot or batch was manufactured, packaged, labeled and tested, (iv) a

master production document for such drug, and (v) certification that Good

Manufacturing Practices were followed; or (b) such other consistent, but more

detailed definition as provided in the Quality Policy Manual.



                  1.5      "BI PHARMA" SHALL MEAN Boehringer Ingelheim Pharma

KG.



                  1.6      "BI PHARMA AGREEMENTS" shall mean (a) the Supply

Agreement between Coulter Pharmaceutical and BI Pharma dated November 3, 1998,

as amended by (i) letter agreements dated July 17, 2001 and January 11, 2002 and

(ii) an amendment dated February 24, 2003, and (b) the Contract Research and

Development Agreement between Coulter Pharmaceutical and Dr. Karl Thomae GmbH

dated October 22, 1997.



                  1.7      "BLA" shall mean a Biologics License Application, as

defined by the regulations promulgated under the FD&C Act and the United States

Public Health Services Act and any supplements thereunder, as amended from time

to time.



                  1.8      "BUSINESS DAY" OR "BUSINESS DAY" shall mean a day

other than Saturday, Sunday or any day on which banks located in the State of

Washington and/or Ontario are obligated to close. Whenever this Agreement refers

to a number of days, such number shall refer to calendar days unless Business

Days (or business days) are specified.



                  1.9      "CERTIFICATE OF ANALYSIS" shall mean (a) a

certificate issued by the manufacturer of a lot or batch of a drug, which

certificate (i) certifies that the lot was tested in accordance with Good

Manufacturing Practice and Good Laboratory Practice, (ii) includes the

analytical test results for such lot of drug, (iii) is in conformance with the

applicable NDS, and (iv) states whether such drug is manufactured in accordance

with the Specifications and cGMPs;



----------------------------------

* Confidential Treatment requested.



                                       2.



{PAGE}



or (b) such other consistent, but more detailed definition as provided in the

Quality Policy Manual.



                  1.10     "CERTIFICATE OF MANUFACTURE" shall mean (a) a

certificate issued by a vendor to a distributor or importer, which certificate

(i) attests that a specific lot or batch of drug has been produced in accordance

with its master production documents, (ii) includes a detailed summary of

current batch documentation, with reference to respective dates of revision,

manufacture and packaging, and (iii) is signed and dated by the quality

assurance department of such vendor; or (b) such other consistent, but more

detailed definition as provided in the Quality Policy Manual.



                  1.11     "CLINICAL TRIAL" shall mean a trial, conducted by a

Party or a licensee of a Party, in which the Product is administered to humans

for one or more purposes, including, without limitation, with the goal of (a)

generating data to support an application for Regulatory Approval of the

Product, (b) familiarizing physicians with the use of the Product prior to

Initial Approval or (c) generating data in connection with, and familiarizing

physicians with, the use of the Product after Initial Approval.



                  1.12     "COLD COMPONENT" shall mean two 20ml vials of

Tositumomab and one 3ml vial of Tositumomab.



                  1.13     "CONFIDENTIAL INFORMATION" shall have the meaning

given such term in Section 9.1.



                  1.14     "CONTROLLED" means, with respect to any gene,

protein, compound, material, Information or intellectual property right, that

the Party owns or has a license to such gene, protein, compound, material,

Information or intellectual property right and has the ability to grant to the

other Parties access, a license or a sublicense (as applicable) to such gene,

protein, compound, material, Information or intellectual property right on the

terms and conditions set forth herein without violating the terms of any

agreement or other arrangements with any Third Party (or in the case of Corixa,

with SB) existing at the time such Party would first be required hereunder to

grant the other Parties such access, license or sublicense.

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