CORIXA CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>v92979exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>
                                                                    Exhibit 10.2

                          REGISTRATION RIGHTS AGREEMENT

      This REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement")
is dated as of August 26, 2003, by and between CORIXA CORPORATION, a Delaware
corporation ("Corixa"), and SMITHKLINE BEECHAM CORPORATION, a Pennsylvania
corporation ("SKB").

      WHEREAS, Coulter Pharmaceutical, Inc. ("Coulter"), a Delaware corporation
and a wholly owned subsidiary of Corixa, and SKB, are parties to that certain
loan agreement dated October 23, 1998 (the "Loan Agreement"), as amended by the
first amendment dated June 28, 2002 (the "First Amendment") and the second
amendment dated August 26, 2003 (the "Second Amendment" and together with the
Loan Agreement and the First Amendment, the "Amended Loan Agreement").

      WHEREAS, the Amended Loan Agreement provides that Coulter, at its
discretion, may repay the Loan in cash or shares of Corixa common stock; and

      WHEREAS, Corixa and Coulter desire to provide SKB with certain
registration rights to facilitate the resale by SKB of shares of Corixa common
stock issued to SKB pursuant to the Amended Loan Agreement in a manner
consistent with the requirements of the Securities Act of 1933, as amended (the
"Securities Act").

      NOW THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

      1.    Mandatory Registration.

         (a) Promptly after the date (the "Repayment Date") on which Coulter
elects to repay any amount (the "Repayment Amount") owing to SKB pursuant to the
Amended Loan Agreement in Shares (as defined in Section 2(b) of the Amended Loan
Agreement), Corixa will prepare and file with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-3 for the purpose of
registering the Shares for resale under the Securities Act by, and for the
account of, SKB as selling stockholder thereunder (the "Registration
Statement"). The Registration Statement shall permit SKB to offer and sell, on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, any
or all of the Shares. Corixa agrees to use commercially reasonable efforts to
cause the Registration Statement to become effective no later than ten (10)
business days after the Repayment Date.

         (b) In the event that Corixa does not obtain the effectiveness of the
Registration Statement within 10 business days after the Repayment Date, then
the Company shall pay to SKB an amount in cash equal to (x) the annual interest
rate payable under the Amended Loan Agreement, multiplied by (y) the Repayment
Amount, divided by (z) 365 (the "Additional Interest") per day for the number of
days in the period commencing on the Repayment Date and ending on the date the
Registration Statement is declared effective. So long as Corixa is using
commercially reasonable efforts to obtain the effectiveness of the Registration
Statement, the Additional Interest provided in this paragraph shall constitute
the only penalty or other remedy for failure to obtain the effectiveness of the
Registration Statement within the time period provided in Section 1(a).
<PAGE>
         (c) Corixa shall be required to keep the Registration Statement
effective until the earliest of (i) the date on which SKB may sell all Shares
without restriction pursuant to Rule 144(k) (or the successor rule thereto)
promulgated under the Securities Act, (ii) the date when all Shares registered
thereunder shall have been sold and (iii) the first anniversary of the Repayment
Date, subject to extension as set forth below (such date is referred to herein
as the "Registration Termination Date"). Thereafter, Corixa shall be entitled to
withdraw the Registration Statement and SKB shall have no further right to offer
or sell any of the Shares pursuant to the Registration Statement (or any
prospectus relating thereto). In the event the right of SKB to use the
Registration Statement (and the prospectus relating thereto) is delayed or
suspended pursuant to Section 2(c) or Section 7, Corixa shall be required to
extend the Registration Termination Date beyond the first anniversary of the
Repayment Date by the same number of days as such delay or Suspension (as
defined in Section 7) is in effect.

         (d) The offer and sale of the Shares pursuant to the Registration
Statement shall not be underwritten.

      2.    Obligations of Corixa. In connection with Corixa's obligation under
Section 1 to file the Registration Statement with the SEC, Corixa shall, as
expeditiously as reasonably possible:

         (a) Prepare and file with the SEC such amendments and supplements to
the Registration Statement and the prospectus used in connection therewith as
may be necessary to keep the Registration Statement effective until the
Registration Termination Date;

         (b) Furnish to SKB such number of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Securities
Act, and such other documents (including, without limitation, prospectus
amendments and supplements as are prepared by Corixa in accordance with Section
1(a), as SKB may reasonably request in order to facilitate the disposition of
Shares);

         (c) Notify SKB, at any time when a prospectus relating to the
Registration Statement is required to be delivered under the Securities Act, of
the happening of any event as a result of which the prospectus included in or
relating to the Registration Statement contains an untrue statement of a
material fact or omits any fact necessary to make the statements therein not
misleading; and, thereafter, Corixa will, subject to Section 7, promptly prepare
(and, when completed, furnish an adequate number of copies to SKB) a supplement
or amendment to such prospectus so that, as furnished to the purchasers of such
Shares, such prospectus will not contain an untrue statement of a material fact
or omit to state any fact necessary to make the statements therein not
misleading; provided that upon such notification by Corixa, SKB will not offer
or sell Shares until Corixa has notified SKB that it has prepared a supplement
or amendment to such prospectus and delivered copies of such supplement or
amendment to SKB (it being understood and agreed by Corixa that the foregoing
proviso shall in no way diminish or otherwise impair Corixa's obligation,
subject to Section 7, to promptly prepare a prospectus amendment or supplement
as above provided in this Section 2(c) and deliver copies of same as above
provided in Section 2(b); and


                                      -2-
<PAGE>
         (d) Subject to the terms and conditions of this Section 2, Corixa shall
use reasonable efforts to (i) prevent the issuance of any stop order or other
suspension of effectiveness of the Registration Statement, or the suspension of
the qualification of any of the Shares for sale in any jurisdiction in the
United States, (ii) if such an order or suspension is issued, obtain the
withdrawal of such order or suspension at the earliest practicable moment and
notify SKB of the issuance of such order and the resolution thereof or its
receipt of notice of the initiation or threat of any proceeding such purpose.

      3.    Furnish Information. It shall be a condition precedent to the
obligations of Corixa to take any action pursuant to this Registration Rights
Agreement that SKB shall furnish to Corixa such information regarding it as
Corixa shall reasonably request and as shall be required in order to effect any
registration by Corixa pursuant to this Registration Rights Agreement.

      4.    Expenses of Registration. All expenses incurred in connection with
the registration of the Shares pursuant to this Registration Rights Agreement
(excluding brokerage and other selling commissions and discounts, stock transfer
taxes and fees of counsel to SKB) shall be borne by Corixa.

      5.    Indemnification.

            (a)   To the extent permitted by law, Corixa will indemnify and hold
harmless SKB, each officer and director of SKB, and each person, if any, who
controls SKB, within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which they may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue or alleged untrue statement of any material fact contained in
the Registration Statement, in any preliminary prospectus or final prospectus
relating thereto or in any amendments or supplements to the Registration
Statement or any such preliminary prospectus or final prospectus, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or arise out of or are based upon any failure by Corixa
to fulfill any undertaking included in the Registration Statement; and will
reimburse SKB or any such officer, director or controlling person, for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 5(a) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of Corixa (which
consent shall not be unreasonably withheld), nor shall Corixa be liable in any
such case for any such loss, damage, liability or action to the extent that it
arises out of or is based upon (i) an untrue statement or alleged untrue
statement or omission made in connection with the Registration Statement, any
preliminary prospectus or final prospectus relating thereto or any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, in reliance upon and in conformity with written information
furnished expressly for use in connection with the Registration Statement or any
such preliminary prospectus or final prospectus by SKB, or (ii) an untrue
statement or alleged untrue statement or omission in the Registration Statement
or any prospectus that is corrected in any subsequent amendment or supplement to
the Registration Statement or prospectus that was delivered to SKB before the
pertinent sale or sales by SKB.


                                      -3-
<PAGE>
            (b)   To the extent permitted by law, SKB will indemnify and hold
harmless Corixa, each of its directors, each of its officers who have signed the
Registration Statement, each person, if any, who controls Corixa within the
meaning of the Securities Act, against any losses, claims, damages or
liabilities to which Corixa or any such director, officer, controlling person
may become subject to, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any untrue or alleged untrue statement of any material fact
contained in the Registration Statement or any preliminary prospectus or final
prospectus, relating thereto or in any amendments or supplements to the
Registration Statement or any such preliminary prospectus or final prospectus,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent and only to the
extent that such untrue statement or alleged untrue statement or omission (i)
was made in the Registration Statement, in any preliminary prospectus or final
prospectus relating thereto or in any amendments or supplements to the
Registration Statement or any such preliminary prospectus or final prospectus,
in reliance upon and in conformity with written information furnished by SKB
expressly for use in connection with the Registration Statement, or any
preliminary prospectus or final prospectus, or (ii) was corrected in any
subsequent amendment or supplement to the Registration Statement or prospectus
that was delivered to SKB before the pertinent sale or sales by SKB and such
corrected amendment or supplement to the Registration Statement or prospectus
was not delivered to the purchaser; and SKB will reimburse any legal or other
expenses reasonably incurred by Corixa or any such director, officer,
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action, provided, however, that the liability of SKB
hereunder shall be limited to the proceeds received by SKB from the sale of
Shares covered by the Registration Statement, and provided further, that the
indemnity agreement contained in this Section 5(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of SKB against which the request for
indemnity is being made (which consent shall not be unreasonably withheld).

            (c)   Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 5, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in and, to the extent the indemnifying party desires, jointly with
any other indemnifying party similarly noticed, to assume at its expense the
defense thereof with counsel mutually satisfactory to the indemnifying parties.
In the event that the indemnifying party assumes any such defense, the
indemnified party may participate in such defense with its own counsel and at
its own expense, provided, however, that the counsel for the indemnifying party
shall act as lead counsel in all matters pertaining to such defense or
settlement of such claim and the indemnifying party shall only pay for such
indemnified party's expenses for the period prior to the date of its
participation on such defense. The failure to notify an indemnifying party
promptly of the commencement of any such action, if prejudicial to his ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 5, but the omission so to notify the
indemnifying party will not relieve him of any liability which he may have to
any indemnified party otherwise other than under this Section 5.


                                      -4-
<PAGE>
            (d)   Notwithstanding anything to the contrary herein, the
indemnifying party shall not be entitled to settle any claim, suit or proceeding
arising out of or based upon any untrue or alleged untrue statement of any
material fact contained in the Registration Statement or any preliminary
prospectus or final prospectus, relating thereto or in any amendments or
supplements to the Registration Statement or any such preliminary prospectus or
final prospectus, or arising out of or based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, unless in connection
with such settlement, the indemnified party receives an unconditional release
with respect to the subject matter of such claim, suit or proceeding and such
settlement does not contain any admission of fault by the indemnified party.

            (e)   If the indemnification provided for in this Section 5 is
unavailable to or insufficient to hold harmless an indemnified party under
Section 5(a) or Section 5(b) in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of Corixa on the one hand and SKB on the other in
connection with the statements or omissions or other matters which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative fault shall be
determined by reference to, among other things, in the case of an untrue
statement, whether the untrue statement relates to information supplied by
Corixa on the one hand or SKB on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
untrue statement. Corixa and SKB agree that it would not be just and equitable
if contribution pursuant to this Section 5(e) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to above in this Section 5(e). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
Section 5(e) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this Section 5(e),
SKB shall not be required to contribute any amount in excess of the amount by
which the gross amount received by SKB from the sale of the Shares to which such
loss relates exceeds the amount of any damages that SKB has otherwise been
required to pay by reason of such untrue statement. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

            (f)   The parties hereby acknowledge that they are sophisticated
businesspersons who were represented by counsel during the negotiations
regarding the provisions hereof including, without limitation, the provisions of
this Section 5, and are fully informed regarding said provisions. They further
acknowledge that the provisions of this Section 5 fairly allocate the risks in
light of the ability of the parties to investigate Corixa and its business in
order to assure that adequate disclosure is made in the Registration Statement
as required by the Securities Act and the Securities Exchange Act of 1934, as
amended (the "Exchange Act").


                                      -5-
<PAGE>
      6.    Exchange Act Reports. With a view to making available to SKB the
benefits of Rule 144 (or the successor rule thereto) and any other rule or
regulation of the SEC that may at any time permit SKB to sell the Shares to the
public without registration, Corixa covenants and agrees: (i) to make and keep
public information available, as those terms are understood and defined in the
General Instructions to Form S-3, or any successor or substitute form, and in
Rule 144, (ii) to file with the SEC in a timely manner all reports and other
documents required to be filed by an issuer of securities registered under the
Securities Act or the Exchange Act, (iii) as long as SKB owns any Shares, to
furnish in writing upon SKB's request a written statement by Corixa that it has
complied with the reporting requirements of Rule 144 and of the Securities Act
and the Exchange Act, and to furnish to SKB a copy of the most recent annual or
quarterly report of Corixa, and such other reports and documents so filed by
Corixa as may be reasonably requested in availing SKB of any rule or regulation
of the SEC permitting the selling of any such Shares without registration and
(iv) undertake any additional actions commercially reasonable and necessary to
maintain the availability of the Registration Statement or the use of Rule 144.

      7.    Deferral and Lock-Up.

            (a)   Notwithstanding anything in this Registration Rights Agreement
to the contrary, in the event: (i) of any request by the SEC or any other
federal or state governmental authority during the period of effectiveness of
the Registration Statement for amendments or supplements to a Registration
Statement or related prospectus or for additional information; (ii) of the
issuance by the SEC or any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration Statement or the
initiation of any proceedings for that purpose; (iii) of the receipt by Corixa
of any notification with respect to the suspension of the qualification or
exemption from qualification of Shares for sale in any jurisdiction or the
initiation of any proceeding for such purpose; or (iv) of any event or
circumstance which necessitates the making of any changes in the Registration
Statement or related prospectus, or any document incorporated or deemed to be
incorporated therein by reference, so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and that in the case of the
prospectus, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading (a "Disclosure Event"); then Corixa shall deliver a
certificate in writing to SKB (the "Suspension Notice") to the effect of the
foregoing and, upon receipt of such Suspension Notice, SKB will (i) keep the
fact of such certificate and its contents confidential, and (ii) refrain from
selling any Shares pursuant to the Registration Statement (a "Suspension") until
SKB's receipt of copies of a supplemented or amended prospectus prepared and
filed by Corixa, or until it is advised in writing by Corixa that the current
prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in any such prospectus.

            (b)   In the event of any Suspension, Corixa will use its best
efforts to cause the use of the prospectus so suspended to be resumed as soon as
reasonably practicable after delivery of a Suspension Notice to SKB; provided,
however, that if Company shall state in the Suspension Notice that the Board of
Directors of Corixa (the "Board") has determined in good faith that premature
disclosure of a Disclosure Event (i) would be materially adverse to any


                                      -6-
<PAGE>
proposed material transaction that is the subject of the Disclosure Event or
(ii) would make the successful consummation by Corixa of such material
transaction significantly less likely, then Corixa shall have the right to
extend the Suspension for up to the maximum period provided in Section 7(c).

            (c)   SKB shall not be prohibited from selling Shares under the
Registration Statement as a result of Suspensions on more than two occasions,
for not more than an aggregate of 60 days, in any twelve month period, unless,
in the good faith judgment of the Board, upon advice of counsel, the sale of
Shares under the Registration Statement in reliance on this paragraph would be
reasonably likely to cause a violation of the Securities Act or the Exchange Act
and result in potential liability to Corixa. Provided that a Suspension is not
then in effect, SKB may sell Shares under the Registration Statement, provided
that it arranges for delivery of a current prospectus to the transferee of such
Shares.

      8.    Transfer Restrictions.

            (a)   SKB agrees that it will not sell, offer to sell, solicit
offers to buy, dispose of, loan, pledge or grant any right with respect to
(collectively, a "Disposition"), the Shares, nor will SKB engage in any hedging
or other transaction which is designed to or could be reasonably expected to
lead to or result in a Disposition of Shares by SKB or any other person or
entity unless (a) the Shares are registered under the Securities Act, or (b) SKB
shall have delivered to Corixa an opinion of counsel in form, substance and
scope reasonably acceptable to Corixa, to the effect that registration is not
required under the Securities Act or any applicable state securities law due to
the applicability of an exemption therefrom. Such prohibited hedging or other
transactions would include, without limitation, effecting any short sale or
having in effect any short position (whether or not such sale or position is
against the box and regardless of when such position was entered into) or any
purchase, sale or grant of any right (including, without limitation, any put or
call option) with respect to Shares or with respect to any security (other than
a broad-based market basket or index) that includes, relates to or derives any
significant part of its value from the common stock of Corixa.

            (b)   SKB acknowledges and agrees that no sales of Shares may be
made under the Registration Statement and that Shares are not transferable on
the books of Corixa unless the certificate submitted to the transfer agent
evidencing Shares is accompanied by a separate Transfer Notice for Sales
Pursuant to Registration Statement: (i) in the form of Appendix I hereto; (ii)
executed by an officer of, or other authorized person designated by, SKB; and
(iii) to the effect that (A) the Shares have been sold in accordance with the
Registration Statement, the Securities Act and any applicable state securities
or blue sky laws, and (B) the requirement of delivering a current prospectus has
been satisfied.

            (c)   SKB understands and agrees that no action has been or will be
taken in any jurisdiction outside the United States by Corixa that would permit
an offering of the Shares, or possession or distribution of offering materials
in connection with the issue of Shares, in any jurisdiction outside of the
United States where action for that purpose is required.

      9.    Transfer of Registration Rights. None of the rights of SKB under
this Registration Rights Agreement shall be transferred or assigned to any
person.


                                      -7-
<PAGE>
      10.   Entire Agreement. This Registration Rights Agreement and the Amended
Loan Agreement constitute and contain the entire agreement and understanding of
the parties with respect to the subject matter hereof, and also supersede any
and all prior negotiations, correspondence, agreements or understandings with
respect to the subject matter hereof.

      11.   Termination. This Registration Rights Agreement shall terminate upon
the earliest to occur of (a) the date on which Borrower has repaid the entire
outstanding unpaid principal balance together with all accrued unpaid interest
thereon in cash pursuant to the Amended Loan Agreement and (b) the Registration
Termination Date.

      12.   Miscellaneous.

            (a)   No modification, alteration, waiver or change in any of the
terms of this Registration Rights Agreement shall be valid or binding upon the
parties hereto unless made in writing and duly executed by the party to be bound
thereby.

            (b)   This Registration Rights Agreement shall be governed by and
construed in accordance with the laws of the state of Delaware and without
regard to any conflicts of laws concepts which would apply the substantive law
of some other jurisdiction, and shall be binding upon and inure to the benefit
of the parties hereto and their respective successors or assigns.

            (c)   Any notice required or permitted by this Registration Rights
Agreement shall be in writing and shall be sufficient upon receipt, when
delivered personally or by courier, overnight delivery service or confirmed
facsimile, or forty-eight hours after being deposited in the regular mail as
certified or registered mail (airmail if sent internationally) with postage
prepaid, if such notice is addressed to the party to be notified at such party's
address or facsimile number as set forth below or as subsequently modified by
written notice:

              If to Corixa:        Corixa Corporation
                                   1124 Columbia Street
                                   Suite 200
                                   Seattle, WA 98104
                                   Facsimile No.:  (206) 754-5994
                                   Attention:  Michelle Burris

              With a copy to:      Orrick, Herrington & Sutcliffe LLP
                                   719 Second Avenue
                                   Suite 900
                                   Seattle, WA 98104
                                   Facsimile No.: (206) 839-4301
                                   Attention:  Stephen M. Graham
                                               Alan C. Smith

              If to SKB:           SmithKline Beecham
                                   One Franklin Plaza
                                   Philadelphia, PA 19101
                                   Facsimile No.: (215) 751-5349


                                      -8-
<PAGE>
                                   Attention: General Counsel


            (d)   The parties acknowledge and agree that in the event of any
breach of this Registration Rights Agreement, remedies at law may be inadequate,
and each of the parties hereto shall be entitled to seek specific performance of
the obligations of the other parties hereto and such appropriate injunctive
relief as may be granted by a court of competent jurisdiction.

            (e)   This Registration Rights Agreement may be executed in a number
of counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.

                            [Signature page follows.]


                                      -9-
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date and year first above written.

                                     CORIXA CORPORATION

                                     By: /s/ Michelle Burris
                                         ---------------------------------------
                                     Name: Michelle Burris
                                           -------------------------------------
                                     Title: Sr. V.P. & C.F.O.
                                            ------------------------------------



                                     SMITHKLINE BEECHAM CORPORATION

                                     By: /s/ Donald F. Parman
                                         ---------------------------------------
                                     Name: Donald F. Parman
                                           -------------------------------------
                                     Title: Vice President and Secretary
                                            ------------------------------------


                                      -10-
<PAGE>
                                   APPENDIX I

                               CORIXA CORPORATION

          TRANSFER NOTICE FOR SALES PURSUANT TO REGISTRATION STATEMENT

ATTENTION:
Michelle Burris
Corixa Corporation
1124 Columbia Street, Suite 200
Seattle, Washington 98104

      This Transfer Notice relates to _____________ shares (the "Shares") of the
common stock, $0.001 par value per share, of Corixa Corporation, a Delaware
corporation, registered in the name of ____________________________ (the
"Transferor"). The beneficial owner of the Shares is _______________________.(1)

      The undersigned Transferor desires to assign and transfer the Shares
through the following broker:

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

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

--------------------------------------------------------------------------------
           (PRINT OR TYPE BROKER'S NAME, ADDRESS AND TELEPHONE NUMBER)

      The name, address and telephone number of a contact person regarding this
transaction (if different from above) is:

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

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

--------------------------------------------------------------------------------
           (PRINT OR TYPE BROKER'S NAME, ADDRESS AND TELEPHONE NUMBER)

      The undersigned Transferor confirms that:

1 A "beneficial owner" of the Shares includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares (i) voting power, which includes the power to vote, or
to direct the voting of, the Shares; and/or (ii) investment power, which
includes the power to dispose, or to direct the disposal of, the Shares.


                                      -11-
<PAGE>
      1.    the Shares are being transferred pursuant to an effective
            registration statement on Form S-3 under the Securities Act of 1933;

      2.    the Shares are being transferred in compliance with any applicable
            blue sky securities laws of any state;

      3.    the prospectus delivery requirements under the Securities Act have
            been or will be satisfied; and

      4.    the prospectus so delivered correctly describes the Transferor and
            the Transferor's method of sale or other distribution of the Shares.

      Signature:
                ---------------------------------------------------------------
                (SIGN EXACTLY AS SHARES ARE REGISTERED ON CORIXA CORPORATION'S
             BOOKS; IF REGISTERED STOCKHOLDER IS AN ENTITY, INDICATE SIGNATORY'S
                   OFFICIAL CAPACITY WITH RESPECT TO THE REGISTERED HOLDER)

      Date:_________________


                                      -12-

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