DYNAVAX TECHNOLOGIES CORPORATION



                  MANAGEMENT CONTINUITY AND SEVERANCE AGREEMENT



This Management Continuity and Severance Agreement (the "Agreement") is dated as

of August 1, 2003 by and between Robert Lee Coffman, PhD, Vice President and

Chief Scientific Officer, Dynavax Technologies Corporation ("Employee") and

Dynavax Technologies Corporation., a California corporation (the "Company" or

"Dynavax").



                                    RECITALS



      A.    It is expected that another company may from time to time consider

the possibility of acquiring the Company or that a change in control may

otherwise occur, with or without the approval of the Company's Board of

Directors. The Board of Directors recognizes that such consideration can be a

distraction to Employee and can cause Employee to consider alternative

employment opportunities. The Board of Directors has determined that it is in

the best interests of the Company to assure that the Company will have the

continued dedication and objectivity of the Employee, notwithstanding the

possibility, threat or occurrence of a Change of Control (as defined below) of

the Company.



      B.    The Company's Board of Directors believes it is in the best

interests of the Company to retain Employee and provide incentives to Employee

to continue in the service of the Company.



      C.    The Board of Directors further believes that it is imperative to

provide Employee with certain benefits upon a Change of Control and, under

certain circumstances, upon termination of Employee's employment in connection

with a Change of Control and independent of a Change of Control, which benefits

are intended to provide Employee with encouragement to Employee to remain with

the Company, notwithstanding the possibility of a Change of Control or an

employment termination.



      D.    To accomplish the foregoing objectives, the Board of Directors has

directed the Company, upon execution of this Agreement by Employee, to agree to

the terms provided in this Agreement.



      Now therefore, in consideration of the mutual promises, covenants and

agreements contained herein, and in consideration of the continuing employment

of Employee by the Company, the parties hereto agree as follows:



      1.    AT-WILL EMPLOYMENT. The Company and Employee acknowledge that

Employee's employment is and shall continue to be at-will, as defined under

applicable law, and that Employee's employment with the Company may be

terminated by either party at any time for any or no reason. If Employee's

employment terminates for any reason, Employee shall not be entitled to any

payments, benefits, damages, award or compensation other than as provided in

this Agreement, and as may otherwise be available in accordance with the terms

of the Company's established employee plans and written policies at the time of

termination. The

{PAGE}

terms of this Agreement shall terminate upon the earlier of (i) the date on

which Employee ceases to be employed as an executive corporate officer of the

Company, other than as a result of an Involuntary Termination by the Company

without Cause or (ii) the date that all obligations of the parties hereunder

have been satisfied. A termination of the terms of this Agreement pursuant to

the preceding sentence shall be effective for all purposes, except that such

termination shall not affect the payment or provision of compensation or

benefits on account of a termination of employment occurring prior to the

termination of the terms of this Agreement. The rights and duties created by

this Section 1 may not be modified in any way except by a written agreement

executed by an officer of the Company upon direction from the Board of

Directors.



      2.    BENEFITS UPON TERMINATION OF EMPLOYMENT.



            (a)   TERMINATION FOR CAUSE. If Employee's employment is terminated

for Cause at any time, then Employee shall not be entitled to receive payment of

any severance benefits. Employee will receive payment for all salary as of the

date of Employee's termination of employment and Employee's benefits will be

continued under the Company's then existing benefit plans and policies in

accordance with such plans and policies in effect on the date of termination and

in accordance with applicable law.



            (b)   VOLUNTARY RESIGNATION. If Employee voluntarily resigns from

the Company (the Employee's employment does not end by reason of Involuntary

Termination), then Employee shall not be entitled to receive payment of any

severance benefits. Employee will receive payment for all salary as of the date

of Employee's termination of employment and Employee's benefits will be

continued under the Company's then existing benefit plans and policies in

accordance with such plans and policies in effect on the date of termination and

in accordance with applicable law.



            (c)   INVOLUNTARY TERMINATION. If Employee's employment is

terminated for Involuntary Termination, then the Employee shall be entitled to:

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