CONTRIBUTION OF TECHNOLOGY AND EXCHANGE AGREEMENT



         This Contribution of Technology and Exchange Agreement (this

"AGREEMENT") is made and entered into effective as of December 15, 2000, by and

among Dr. Donald L. Morton ("MORTON") and CancerVax Corporation, a Delaware

corporation ("CANCERVAX").



                                 R E C I T A L S



         A.       Morton and CancerVax are parties to that certain License

Agreement (the "LICENSE AGREEMENT"), dated as of July 31, 2000, relating to the

license of certain technology to CancerVax by Morton.



         B.       CancerVax is a party to that certain Series A Preferred Stock

Purchase Agreement of even date herewith (the "PURCHASE AGREEMENT") with the

investors identified therein (the "INVESTORS").



         C.       In order to induce CancerVax to sell its stock pursuant to the

Purchase Agreement, and in order to induce the Investors to invest funds in

CancerVax pursuant to the Purchase Agreement, Morton has agreed to terminate the

License Agreement and Morton has agreed to contribute certain technology to

CancerVax in exchange for the consideration described below, all on the terms

and conditions set forth herein.



         NOW THEREFORE, the parties hereby agree as follows:



         1.       CERTAIN DEFINITIONS. As used herein, the following terms will

have the meanings set forth below:



                  1.1      Three Cell Lines. The term "THREE CELL LINES" means

the cell lines known as M10vac, M101vac, M24vac and any of their progeny or

derivatives, together with all technology, trade secrets and know-how related

thereto as well as their use in the development, preparation and

commercialization of the Vaccine or any other antigen-based vaccine for the

treatment or prevention of cancer.



                  1.2      Vaccine. The term "VACCINE" means the vaccine known

as the melanoma cell vaccine that incorporates the Three Cell Lines, which

Vaccine, as of the effective date of this Agreement, is being tested in clinical

trials for the therapy of malignant melanoma.



                  1.3      Patent Rights. The term "PATENT RIGHTS" means the

patents and patent applications listed on Exhibit A attached hereto, together

with all continuations, divisionals, continuations-in-part and patents issuing

or reissuing thereon, including reexaminations and extensions thereof, together

with all foreign counterparts thereof, as well as all income, royalties, damages

and payments now or hereafter due or payable with respect thereto, and all

causes of action (either in law or in equity) and the right to sue,

counterclaim, and recover for past, present and future infringements of the

rights assigned or to be assigned under this Agreement and all technology, trade

secrets and know-how related thereto including know-how relating to the



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development, preparation and commercialization of the Vaccine or any other

antigen-based vaccine for the treatment or prevention of cancer; excluding only

the Three Cell Lines and the Diagnostic Divisionals (as defined in Section 4).



                  1.4      Technology. The term "TECHNOLOGY" means the Three

Cell Lines and the Patent Rights.



                  1.5      Derivative. The term "DERIVATIVE" means: (i) any

derivative work of the Technology (as defined in Section 101 of the U.S.

Copyright Act) owned or controlled by Morton as of the effective date of this

Agreement; (ii) all improvements, modifications, alterations, adaptations,

enhancements and new versions of the Technology conceived or reduced to practice

by Morton as of the effective date of this Agreement (the "TECHNOLOGY

DERIVATIVES"); and (iii) all technology, inventions, products or other items

owned or controlled by Morton as of the effective date of this Agreement that,

directly or indirectly, incorporate, or are derived from, any part of the

Technology or any Technology Derivative.



                  1.6      Embodiment. The term "EMBODIMENT" means all materials

(including biological and chemical materials), documentation, drafts, papers,

designs, schematics, diagrams, models, prototypes, source and object code (in

any form or format and for all hardware platforms), computer-stored data,

diskettes, manuscripts and other items describing or containing all or any part

of the Technology owned or controlled by Morton as of the effective date of this

Agreement, any Derivative or any information related thereto or in which all of

any part of the Technology, any Derivative or such information is set forth,

embodied, recorded or stored.



                  1.7      Diagnostic Embodiment. The term "DIAGNOSTIC

EMBODIMENT" means compositions and methods for the diagnosis of disease or

detection of antibodies or antigens or for measurements related to such

diagnosis or detection.



                  1.8      Additional Assets. The term "ADDITIONAL ASSETS" means

any patents or patent applications, together with all continuations,

divisionals, continuations-in-parts and patents issuing or reissuing thereon,

including reexaminations and extensions thereof, together with all foreign

counterparts thereof, to the extent such patents or patent applications cover

the use, development, testing, manufacture, production, preparation or

commercialization (including, but not limited to, the sale and offer for sale)

of the Technology, Derivatives or Embodiments for the treatment or prevention of

cancer in humans through the use of products or methodologies that employ an

antigen-containing vaccine which Morton or any affiliated entities of Morton own

or control as of the effective date of this Agreement or, with respect to any

current invention of Morton that is not subject to a pending patent application

or patent as of the effective date, which Morton or any affiliated entities of

Morton own or control after the effective date of this Agreement and prior to

the first anniversary of the effective date of this Agreement.



                  1.9      Assigned Assets. The term "ASSIGNED ASSETS" means the

Technology, all Derivatives, all Embodiments and the Additional Assets,

collectively.



         2.       ASSIGNMENT. For the consideration described in Section 3

Morton hereby forever sells, assigns, transfers, releases and conveys to

CancerVax, and its successors and assigns, Morton's entire right, title and

interest in and to each and all of the Assigned Assets.



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         3.       CONSIDERATION.



                  3.1      For Three Cell Lines. In consideration of the

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