CORIXA CORP
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>8
<FILENAME>v90942exv10w5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                               CORIXA CORPORATION

                 4 1/4 % CONVERTIBLE SUBORDINATED NOTES DUE 2008

                          REGISTRATION RIGHTS AGREEMENT

                                                                   June 13, 2003

Thomas Weisel Partners LLC
One Montgomery Street, Suite 3700
San Francisco, California 94104

Ladies and Gentlemen:

         Corixa Corporation, a Delaware corporation (the "COMPANY"), proposes to
issue and sell to Thomas Weisel Partners (the "INITIAL PURCHASER") upon the
terms set forth in a purchase agreement of even date herewith (the "PURCHASE
AGREEMENT"), $85,000,000 aggregate principal amount (plus up to an additional
$15,000,000 principal amount) of its 4 1/4 % Convertible Subordinated Notes due
2008 (the "SECURITIES"). The Securities will be convertible into shares of the
Company's Common Stock, par value $.001 per share (the "COMMON STOCK"), at the
conversion price set forth in the Final Offering Circular dated June 9, 2003.
The Securities will be issued pursuant to an Indenture, dated as of June 13,
2003 (the "INDENTURE"), between the Company and Wells Fargo Bank, National
Association, as trustee (the "TRUSTEE"). As an inducement to the Initial
Purchaser to enter into the Purchase Agreement, the Company agrees with the
Initial Purchaser, for the benefit of the Holders (as hereinafter defined), as
follows:

         1. Definitions.

                  (a) Capitalized terms used herein without definition shall
have the meanings ascribed to them in the Purchase Agreement. As used in this
Agreement, the following defined terms shall have the following meanings:

         "AFFILIATE" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

<PAGE>

         "AGREEMENT" means this Registration Rights Agreement, as the same may
be amended from time to time.

         "CLOSING DATE" means the Closing Date as defined in the Purchase
Agreement.

         "COMMISSION" means the Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities Act,
whichever is the relevant statute for the particular purpose.

         "DTC" means The Depository Trust Company.

         "DEFAULT DATE" has the meaning assigned thereto in Section 7(b) hereof.

         "DEFAULT PERIOD" has the meaning assigned thereto in Section 7(b)
hereof.

         "DEFAULT TERMINATION DATE" has the meaning assigned thereto in Section
7(b) hereof.

         "EFFECTIVE TIME" means the time at which the Commission declares the
Shelf Registration Statement effective or at which the Shelf Registration
Statement otherwise becomes effective.

         "ELECTING HOLDER" has the meaning assigned thereto in Section 3(a)(iii)
hereof.

         "EVENT OF DEFAULT" has the meaning assigned thereto in Section 7(a)
hereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "HOLDER" means any person, other than DTC or its nominee, that is the
record owner of Registrable Securities and any person that has a beneficial
interest in any Registrable Security issued in book-entry form).

         "LIQUIDATED DAMAGES" has the meaning assigned thereto in Section 7(b)
hereof.

         "MANAGING UNDERWRITERS" means the investment banker(s) or manager(s)
that shall administer an underwritten offering, if any, conducted pursuant to
Section 6 hereof.

         "NASD RULES" means the rules of the National Association of Securities
Dealers, Inc., as amended from time to time.

         "NOTICE AND QUESTIONNAIRE" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Appendix A
hereto.

         The term "PERSON" means an individual, partnership, corporation,
limited liability company, trust or unincorporated organization, or a government
or agency or political subdivision thereof.

         "OPTION CLOSING DATE" means the Option Closing Date as defined in the
Purchase Agreement.

                                                                             -2-

<PAGE>

         "PROSPECTUS" means the prospectus (including, without limitation, any
preliminary prospectus, any final prospectus and any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Securities Act)
included in the Shelf Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Shelf Registration Statement and by
all other amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.

         "REGISTRABLE SECURITIES" means all or any portion of the Securities
issued from time to time under the Indenture in registered form and the shares
of Common Stock issuable upon conversion of such Securities; provided, however,
that a security ceases to be a Registrable Security when it is no longer a
Restricted Security.

         "REGISTRATION EXPENSES" shall mean any and all expenses incident to the
Company's performance of and compliance with this Agreement, including without
limitation: (i) all registration and filing fees and expenses (including,
without limitation, fees and expenses (x) with respect to filings to be made
pursuant to the NASD Rules and (y) incurred in connection with compliance with
state securities or blue sky laws (including reasonable fees and disbursements
of counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Registrable Securities)); (ii) all printing expenses
(including printing certificates for the Registrable Securities in a form
eligible for deposit with DTC and printing of Prospectuses) and all associated
messenger, delivery and telephone charges; (iii) all rating agency fees; (iv)
all fees and disbursements relating to the qualification of the Indenture under
applicable securities laws; (v) the fees and disbursements of the Trustee and
its counsel; (vi) the fees and disbursements of counsel for the Company; and
(vii) the fees and disbursements of the independent public accountants of the
Company, including the expenses of any special audits or "cold comfort" letters
required by or incident to such performance and compliance.

         "REGISTRATION PERIOD" has the meaning assigned thereto in Section
2(b)(i) hereof.

         "RESTRICTED SECURITY" means any Security or share of Common Stock
issuable upon conversion thereof except any such Security or share of Common
Stock that (i) has been effectively registered under the Securities Act and sold
in a manner contemplated by the Shelf Registration Statement, (ii) has been
transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or is transferable pursuant to paragraph (k) of
such Rule 144 (or any successor provision thereto), (iii) has otherwise been
transferred and a new Security or share of Common Stock not subject to transfer
restrictions under the Securities Act has been delivered by or on behalf of the
Company in accordance with Section 3.5(3) of the Indenture or (iv) has ceased to
be outstanding.

         "RULES AND REGULATIONS" means the published rules and regulations of
the Commission promulgated under the Securities Act or the Exchange Act, as in
effect at any relevant time.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

                                                                             -3-

<PAGE>

         "SHELF REGISTRATION STATEMENT" means a "shelf" registration statement
filed under the Securities Act providing for the registration of, and the sale
on a continuous or delayed basis by the Holders of, all of the Registrable
Securities pursuant to Rule 415 under the Securities Act and/or any similar rule
that may be adopted by the Commission, filed by the Company pursuant to the
provisions of Section 2 of this Agreement, including the Prospectus contained
therein, any amendments and supplements to such registration statement,
including post-effective amendments, and all exhibits and all material
incorporated by reference in such registration statement.

         "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, or any successor thereto, and the rules, regulations and forms
promulgated thereunder, as the same shall be amended from time to time.

         The term "UNDERWRITER" means any underwriter of Registrable Securities
in connection with an offering thereof under the Shelf Registration Statement.

                  (b) Wherever there is a reference in this Agreement to a
percentage of the "PRINCIPAL AMOUNT" of Registrable Securities or to a
percentage of Registrable Securities, Common Stock shall be treated as
representing the principal amount of Securities that was surrendered for
conversion or exchange in order to receive such number of shares of Common
Stock.

         2. Shelf Registration.

                  (a) The Company shall, no later than 90 calendar days
following the Closing Date, file with the Commission a Shelf Registration
Statement relating to the offer and sale of the Registrable Securities by the
Holders from time to time in accordance with the methods of distribution
reasonably elected by such Holders and set forth in such Shelf Registration
Statement and Rule 415 under the Securities Act and, thereafter, shall use its
reasonable efforts to cause such Shelf Registration Statement to be declared
effective under the Securities Act as soon as practicable and in any event no
later than 180 calendar days following the Closing Date; provided, however, that
no Holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement or to use the Prospectus forming a part thereof for
resales of Registrable Securities unless such Holder is an Electing Holder.

                  (b) The Company shall use its reasonable efforts:

                           (i)      to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming a part thereof
to be usable by Holders until the earliest of: (A) the sale of all Registrable
Securities covered by the Shelf Registration Statement; (B) the expiration of
the period referred to in Rule 144(k) of the Securities Act, or any successor
rule thereto, with respect to all Registrable Securities (assuming for the
purposes hereof that the Holders are not Affiliates of the Company); and (C) two
years from the later of the Closing Date and the Option Closing Date (such
period being referred to herein as the "REGISTRATION PERIOD"). The Company shall
be deemed not to have used its reasonable best efforts to keep the Shelf
Registration Statement effective during the Registration Period if the Company
voluntarily takes any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell any of such
Registrable Securities pursuant to the Shelf Registration Statement during that
period, unless

                                                                             -4-

<PAGE>

such action is (1) required by applicable law and the Company thereafter
promptly complies with the requirements of Section 3(j) below or (2) permitted
pursuant to Section 2(c) below;

                           (ii)     after the Effective Time, promptly upon the
request of any Holder that is not then an Electing Holder, to take any action
reasonably necessary to enable such Holder to use the Prospectus forming a part
thereof for resales of Registrable Securities, including, without limitation,
any action necessary to identify such Holder as a selling securityholder in the
Shelf Registration Statement as contemplated by Section 3(a)(ii) hereof;
provided, however, that nothing in this subparagraph shall relieve such Holder
of the obligation to return a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(a)(ii) hereof; and

                           (iii)    if at any time the Securities, pursuant to
Article XII of the Indenture, are convertible into securities other than Common
Stock, to cause, or to cause any successor under the Indenture to cause, such
securities to be included in the Shelf Registration Statement no later than the
date on which the Securities may then be convertible into such securities.

                  (c) The Company may suspend the use of the Prospectus for a
period not to exceed 45 days in any 90-day period or an aggregate of 90 days in
any 365-day period if the Board of Directors of the Company shall have
determined in good faith that because of valid business reasons (not including
avoidance of the Company's obligations hereunder), including the acquisition or
divestiture of assets, pending corporate developments, public filings with the
Commission and similar events, it is in the best interests of the Company to
suspend such use, and prior to suspending such use the Company provides the
Holders with written notice of such suspension, which notice need not specify
the nature of the event giving rise to such suspension.

         3. Registration Procedures. In connection with the Shelf Registration
Statement, the following provisions shall apply:

                  (a) (i) Not less than 30 calendar days prior to the Effective
Time, the Company shall mail the Notice and Questionnaire to the Holders. No
Holder shall be entitled to be named as a selling securityholder in the Shelf
Registration Statement as of the Effective Time, and no Holder shall be entitled
to use the Prospectus for resales of Registrable Securities at any time, unless
such Holder has returned a completed and signed Notice and Questionnaire to the
Company by the deadline for response set forth therein; provided, however,
Holders shall have at least 28 calendar days from the date on which the Notice
and Questionnaire is first mailed to such Holders to return a completed and
signed Notice and Questionnaire to the Company.

                           (ii)     After the Effective Time, the Company shall,
upon the request of any Holder that is not then an Electing Holder, promptly
send a Notice and Questionnaire to such Holder. The Company shall not be
required to take any action to name such Holder as a selling securityholder in
the Shelf Registration Statement or to enable such Holder to use the Prospectus
for resales of Registrable Securities until such Holder has returned a completed
and signed Notice and Questionnaire to the Company. Upon receipt of a completed
and signed Notice and Questionnaire, the Company shall as promptly as
practicable thereafter and in any event upon the later of (A) ten (10) days
after the date of receipt of such Notice and Questionnaire or (B) if the use of
the Prospectus has been suspended by the Company under Section 2(c) hereof at
the time of receipt of

                                                                             -5-

<PAGE>

the Notice and Questionnaire, ten (10) days after the expiration of the period
during which the use of the Prospectus is suspended, (1) if required by
applicable law, file with the Commission a post-effective amendment to the Shelf
Registration Statement or prepare and, if required by applicable law, file a
supplement to the Prospectus or file any other required document so that the
Holder delivering such Notice and Questionnaire is named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus in
such a manner as to permit such Holder to deliver such Prospectus to purchasers
of the Registrable Securities in accordance with applicable law and, (2) if the
Company shall file a post-effective amendment to the Shelf Registration
Statement, use its reasonable efforts to cause such post-effective amendment to
be declared effective under the Securities Act as promptly as is practicable,
but in any event by the date that is thirty (30) days after the date such
post-effective amendment is required by this clause to be filed.

                           (iii)    The term "ELECTING HOLDER" shall mean any
Holder that has returned a completed and signed Notice and Questionnaire to the
Company in accordance with Section 3(a)(i) or 3(a)(ii) hereof.

                  (b) The Company shall (i) furnish to each Electing Holder,
prior to the Effective Time, a copy of the Shelf Registration Statement
initially filed with the Commission, and shall furnish to such Holders, prior to
the filing thereof with the Commission, copies of each amendment thereto and
each amendment or supplement, if any, to the Prospectus included therein, and
shall use its best efforts to reflect in each such document, at the Effective
Time or when so filed with the Commission, as the case may be, such comments as
the Initial Purchaser and its counsel reasonably may propose and (ii) name the
Electing Holders as selling securityholders in the Shelf Registration Statement.

                  (c) The Company shall promptly take such action as may be
necessary so that (i) the Shelf Registration Statement and any amendment thereto
and the Prospectus and any amendment or supplement thereto (and each report or
other document incorporated therein by reference in each case) complies in all
material respects with the Securities Act, the Exchange Act and the Rules and
Regulations, (ii) the Shelf Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading and (iii) the Prospectus and any
amendment or supplement thereto, does not at any time during the Registration
Period include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

                  (d) The Company shall promptly notify each Electing Holder in
writing:

                           (i)      when a Shelf Registration Statement and any
amendment thereto has been filed with the Commission and when a Shelf
Registration Statement or any post-effective amendment thereto has become
effective;

                           (ii)     of any request by the Commission for
amendments or supplements to the Shelf Registration Statement or the Prospectus
or for additional information;

                                                                             -6-

<PAGE>

                           (iii)    of the issuance by the Commission of any
stop order suspending the effectiveness of the Shelf Registration Statement or
upon becoming aware of the initiation of any proceedings for such purpose;

                           (iv)     if the Company receives any notification
with respect to the suspension of the qualification of the securities included
in the Shelf Registration Statement for sale in any jurisdiction or the
initiation of any proceeding for such purpose; and

                           (v)      of the happening of any event or the
existence of any state of facts that requires the making of any changes in the
Shelf Registration Statement or the Prospectus so that, as of such date, the
Shelf Registration Statement and the Prospectus do not contain an untrue
statement of a material fact and do not omit to state a material fact required
to be stated therein or necessary to make the statements therein (in the case of
the Prospectus, in light of the circumstances under which they were made) not
misleading.

         A notice pursuant to clauses (ii) through (v) above may be accompanied
by an instruction to suspend the use of the Prospectus until the requisite
changes to the Prospectus have been made or such other action is taken to remedy
the fact or event that led to the suspension of the use of the Prospectus.

                  (e) The Company shall use its reasonable efforts: (i) to
prevent the issuance of any order suspending the effectiveness of the Shelf
Registration Statement; (ii) if issued, to obtain the withdrawal of any such
order at the earliest practicable time; and (iii) to provide prompt notice to
each Electing Holder of the withdrawal of such order.

                  (f) The Company shall furnish to each Electing Holder, without
charge, at least one copy of the Shelf Registration Statement and all
post-effective amendments thereto, including financial statements and schedules,
and, if such Electing Holder so requests in writing, all reports, other
documents and exhibits that are filed with or incorporated by reference in the
Shelf Registration Statement.

                  (g) The Company shall, during the Registration Period, deliver
to each Electing Holder, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as such Electing Holder may reasonably request. The Company consents (except
during the periods specified in Section 2(c) above or during the continuance of
any event described in clauses (ii) through (v) of Section 3(d) above) to the
use of the Prospectus and any amendment or supplement thereto by each of the
Electing Holders in connection with the offering and sale of the Registrable
Securities covered by the Prospectus and any amendment or supplement thereto
during the Registration Period.

                  (h) The Company shall: (i) prior to any offering of
Registrable Securities pursuant to the Shelf Registration Statement, register or
qualify or cooperate with the Electing Holders and their respective counsel in
connection with the registration or qualification of such Registrable Securities
for offer and sale under the securities or "blue sky" laws of such jurisdictions
within the United States as any Electing Holder may reasonably request; (ii)
keep such registrations or qualifications in effect and comply with such laws so
as to permit the continuance of offers and sales in such

                                                                             -7-

<PAGE>

jurisdictions for so long as may be necessary to enable any Electing Holder or
underwriter, if any, to complete its distribution of Registrable Securities
pursuant to the Shelf Registration Statement; and (iii) take any and all other
actions necessary or advisable to enable the disposition in such jurisdictions
of such Registrable Securities; provided, however, that in no event shall the
Company be obligated to (A) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to so
qualify but for this Section 3(h), (B) file any general consent to service of
process in any jurisdiction where it is not then so subject or (C) subject
itself to taxation in any such jurisdiction if it is not so subject.

                  (i) Except with respect to Registrable Securities in
book-entry only form, the Company shall cooperate with the Electing Holders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold pursuant to the Shelf Registration Statement,
which shall be free of any restrictive legends and in such denominations and
registered in such names as the Electing Holders may request a reasonable period
of time prior to sales of such Registrable Securities pursuant to the Shelf
Registration Statement.

                  (j) Upon the occurrence of any fact or event contemplated by
clauses (ii) through (v) of Section 3(d) above during the Registration Period,
the Company shall promptly prepare a post-effective amendment to the Shelf
Registration Statement or an amendment or supplement to the related Prospectus
or any document incorporated therein by reference or file any other required
document or take such other action so that, (A) with respect to clauses (ii)
through (iv) of Section 3(d), the fact or event which has led to the suspension
of the use of the Prospectus is remedied, and (B) with respect to clause (v) of
Section 3(d), as thereafter delivered to purchasers of the Registrable
Securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. If the Company provides notice to the Electing Holders of
the occurrence of any fact or event contemplated by clauses (ii) through (v) of
Section 3(d) above (which notice need not specify the nature of the fact or
event contemplated by clauses (ii) through (v) of Section 3(d) above) along with
an instruction to suspend the use of the Prospectus, the Electing Holder shall
suspend the use of the Prospectus until the requisite changes to the Prospectus
have been made or such other action is taken to remedy the fact or event that
led to the suspension of the use of the Prospectus.

                  (k) Not later than the Effective Time, the Company shall
provide a CUSIP number for the Registrable Securities that are debt securities.

                  (l) The Company will comply with all Rules and Regulations to
the extent and so long as they are applicable to the Shelf Registration
Statement and will make generally available to its securityholders (or otherwise
provide in accordance with Section 11(a) of the Securities Act) an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act, no
later than 45 days after the end of a 12-month period (or 90 days, if such
period is a fiscal year) beginning with the first month of the Company's first
fiscal quarter commencing after the effective date of the Shelf Registration
Statement, which statement shall cover such 12-month period. For purposes of
this paragraph, the term "effective date" with respect to the Shelf Registration
Statement shall have the

                                                                             -8-

<PAGE>

meaning assigned to it in paragraph (c) of Rule 158 (or any successor provision
thereto) under the Securities Act.

                  (m) Not later than the Effective Time, the Company shall cause
the Indenture to be qualified under the Trust Indenture Act. In connection with
such qualification, the Company shall cooperate with the Trustee and the Holders
(as defined in the Indenture) to effect such changes to the Indenture as may be
required for such Indenture to be so qualified in accordance with the terms of
the Trust Indenture Act; and the Company shall execute, and shall use its
reasonable efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents required to be
filed with the Commission to enable such Indenture to be so qualified in a
timely manner. In the event that any such amendment or modification referred to
in this Section 3(m) involves the appointment of a new trustee under the
Indenture, the Company shall appoint a new trustee thereunder pursuant to the
applicable provisions of the Indenture.

                  (n) The Company shall enter into such customary agreements
(including an underwriting agreement in customary form in the event of an
underwritten offering) and take all other appropriate action in order to
expedite and facilitate the registration and disposition of the Registrable
Securities.

                  (o) The Company shall: (i) make available for inspection by
the Electing Holders, any underwriter participating in any disposition pursuant
to the Shelf Registration Statement, and any attorney, accountant or other agent
retained by such Electing Holders or any such underwriter, at reasonable times
and in a reasonable manner, all relevant financial and other records, pertinent
corporate documents and properties of the Company and its subsidiaries; and (ii)
cause the Company's officers, directors and employees to supply all information
reasonably requested by such Electing Holders or any such underwriter, attorney,
accountant or agent in connection with the Shelf Registration Statement, in each
case, as is customary for similar due diligence examinations; provided that such
inspection and information gathering shall, to the greatest extent possible, be
coordinated by one counsel designated by and on behalf of the Electing Holders
and other parties.

                  (p) The Company will use its reasonable efforts to cause the
Common Stock issuable upon conversion of the Securities to be listed for
quotation on the Nasdaq National Market System or other stock exchange or
trading system on which the Common Stock primarily trades on or prior to the
60th calendar day following the Closing Date.

                  (q) In the event that any broker-dealer registered under the
Exchange Act shall underwrite, participate as a member of an underwriting
syndicate or selling group or assist in the distribution of any Registrable
Securities covered by the Shelf Registration Statement, whether as an Electing
Holder or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, the Company shall assist such broker-dealer in
complying with the requirements of the NASD Rules, including, without
limitation, by (i) if the NASD Rules shall so require, engaging a "qualified
independent underwriter" (as defined in Rule 2720 of the NASD Rules (or any
successor provision thereto)) to participate in the preparation of the
registration statement relating to such Registrable Securities, to exercise
usual standards of due diligence in respect thereto and to recommend the public
offering price of such Registrable Securities,

                                                                             -9-

<PAGE>

(B) indemnifying any such qualified independent underwriter to the extent of the
indemnification of underwriters provided in Section 5 hereof, and (C) providing
such information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

                  (r) The Company shall use its reasonable efforts to take all
other steps necessary to effect the registration, offering and sale of the
Registrable Securities covered by the Shelf Registration Statement contemplated
hereby.

                  (s) The Company may require each Electing Holder to furnish to
the Company such information regarding the Electing Holder and the distribution
of the Registrable Securities as the Company may from time to time reasonably
request for inclusion in the Shelf Registration Statement, and the Company may
exclude from such registration the Registrable Securities of any Electing Holder
that unreasonably fails to furnish such information within a reasonable time
after receiving such request.

         4. Registration Expenses. The Company will bear all Registration
Expenses incurred in connection with the performance of its obligations
hereunder. The Company will also bear or reimburse the Electing Holders for the
reasonable fees and disbursements of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, as counsel for the Holders in connection with the
Shelf Registration Statement. Each Electing Holder shall pay all underwriting
discounts and commissions and transfer taxes, if any, and, subject to the
preceding sentence, the expenses of its own counsel, relating to the sale or
disposition of such Electing Holder's Registrable Securities pursuant to the
Shelf Registration Statement.

         5. Indemnification and Contribution.

                  (a) Indemnification by the Company. The Company agrees to
indemnify and hold harmless each Electing Holder and each person, if any, who
controls any Electing Holder within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Shelf Registration
Statement or any amendment thereof, any preliminary prospectus or the Prospectus
(as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to any
Electing Holder furnished to the Company in writing by such Electing Holder
expressly for use in the Shelf Registration Statement, any amendment thereof,
any preliminary prospectus, the Prospectus or any amendments or supplements
thereto. In connection with any underwritten offering permitted hereunder, the
Company will also indemnify the underwriters, their officers and directors and
each person who controls such underwriters (within the meaning of the Securities
Act and the Exchange

                                                                            -10-

<PAGE>

Act) to the same extent as provided above with respect to the indemnification of
the Electing Holders, if requested by such Electing Holders.

                  (b) Indemnification by the Electing Holders. Each Electing
Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the directors of the Company, the officers of the Company who sign the
Shelf Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Shelf Registration Statement or any amendment
thereof, any preliminary prospectus or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto), or caused by any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, but only with reference to information relating to such
Electing Holder furnished to the Company in writing by such Electing Holder
expressly for use in the Shelf Registration Statement, any amendment thereof,
any preliminary prospectus, the Prospectus or any amendments or supplements
thereto. In no event shall the liability of any Electing Holder hereunder be
greater in amount than the dollar amount of the proceeds received by such
Electing Holder from the sale of such Electing Holder's Registrable Securities
(after deducting any fees, discounts and commissions applicable thereto)
pursuant to the Shelf Registration Statement.

                  (c) Indemnification Procedures. In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to this Section 5,
such person (the "INDEMNIFIED PARTY") shall promptly notify the person against
whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in respect of the legal expenses of any indemnified party in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all indemnified parties, and that all such fees and
expenses shall be reimbursed as they are incurred. In the case of any such
separate firm for the Electing Holders and such control persons of any Electing
Holders, such firm shall be designated in writing by the Electing Holders
holding a majority of the Registrable Securities covered by the Shelf
Registration Statement. In the case of any such separate firm for the Company
and such directors, officers and control persons of the Company, such firm shall
be designated in writing by the Company. The indemnifying party shall not be
liable for any settlement of any proceeding effected

                                                                            -11-

<PAGE>

without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.

                  (d) Contribution Agreement. To the extent the indemnification
provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable
to an indemnified party or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each indemnifying party under
such paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and the
Electing Holders on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Electing Holders and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Electing Holders' respective obligations
to contribute pursuant to this Section 5(d) are several in proportion to the
respective principal amount of Registrable Securities of each such Electing
Holder that were registered pursuant to the Shelf Registration Statement, and
not joint.

                  (e) Contribution Amounts. The Company and the Electing Holders
agree that it would not be just or equitable if contribution pursuant to Section
5(d) were determined by pro rata allocation (even if the Electing Holders were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in
Section 5(d). The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in Section 5(d) shall be
deemed to include, subject to the limitations set forth above, 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, no Electing Holder shall be required to contribute
any amount in excess of the amount by which the total price at which Registrable
Securities sold by such Electing Holder exceeds the amount of any damages that
such Electing Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. 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) Remedies Not Exclusive. The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any indemnified party at law or in equity.

                                                                            -12-

<PAGE>

                  (g) Survival of Provisions. The indemnity and contribution
provisions contained in this Section 5 shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Electing Holder or any person
controlling any Electing Holder, or by or on behalf of the Company, its officers
or directors or any person controlling the Company and (iii) any sale of the
Registrable Securities pursuant to the Shelf Registration Statement.

         6. Underwritten Offering. Any Holder who desires to do so may sell
Registrable Securities (in whole or in part) in an underwritten offering;
provided that (i) the Electing Holders of at least 33 - 1/3% in aggregate
principal amount of the Registrable Securities then covered by the Shelf
Registration Statement shall request such an offering and (ii) at least such
aggregate principal amount of such Registrable Securities shall be included in
such offering; and provided further that the Company shall not be obligated to
cooperate with more than one underwritten offering during the Registration
Period. Upon receipt of such a request, the Company shall provide all Holders
written notice of the request, which notice shall inform such Holders that they
have the opportunity to participate in the offering. In any such underwritten
offering, the Managing Underwriters will be selected by, and the underwriting
arrangements with respect thereto (including the size of the offering) will be
approved by, the holders of a majority of the Registrable Securities to be
included in such offering; provided, however, that such Managing Underwriters
and underwriting arrangements must be reasonably satisfactory to the Company. No
Holder may participate in any underwritten offering contemplated hereby unless
(a) such Holder agrees to sell such Holder's Registrable Securities to be
included in the underwritten offering in accordance with any approved
underwriting arrangements, (b) such Holder completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such approved
underwriting arrangements, and (c) if such Holder is not then an Electing
Holder, such Holder returns a completed and signed Notice and Questionnaire to
the Company in accordance with Section 3(a)(ii) hereof within a reasonable
amount of time before such underwritten offering. Notwithstanding the foregoing,
upon receipt of a request from the Managing Underwriters or a representative of
holders of a majority of the Registrable Securities to be included in an
underwritten offering to prepare and file an amendment or supplement to the
Shelf Registration Statement and Prospectus in connection with an underwritten
offering, the Company may delay the filing of any such amendment or supplement
for up to 30 days if the Board of Directors of the Company shall have determined
in good faith that the Company has a bona fide business reason for such delay.

         7. Liquidated Damages.

                  (a) The occurrence of any of the following will constitute an
"EVENT OF DEFAULT" hereunder:

                           (i)      the Company fails to file a Shelf
Registration Statement with the Commission on or prior to the 90th calendar day
following the Closing Date;

                           (ii)     such Shelf Registration Statement is not
declared effective by the Commission on or prior to the 180th calendar day
following the Closing Date;

                                                                            -13-

<PAGE>

                           (iii)    the Company fails to file a post-effective
amendment to the Shelf Registration Statement, or the post-effective amendment
is not declared effective, within the periods required by Section 3(a)(ii)
hereof; or

                           (iv)     the Shelf Registration Statement ceases to
be effective (or the Company prevents or restricts Holders from effecting sales
pursuant thereto) for more than 45 days, whether or not consecutive, in any
90-day period, or for more than 90 days, whether or not consecutive, during any
365-day period. In calculating the 45 or 90 day period, days on which the
Company has been obligated to pay Liquidated Damages in respect of a prior Event
of Default under this clause (iv) within the applicable 90-day or 365-day
period, as the case may be, shall not be included.

                  (b) Upon the occurrence of any Event of Default, the Company
shall be required to pay liquidated damages ("LIQUIDATED DAMAGES") at a rate per
annum equal to (i) one-quarter of one percent (0.25%) of the aggregate principal
amount of Registrable Securities, from and including the Default Date (as
hereinafter defined) through and including the first to occur of (x) the Default
Termination Date (as hereinafter defined) (the "DEFAULT PERIOD") and (y) the
90th calendar day following the Default Date and (ii) one-half of one percent
(0.5%) of the aggregate principal amount of Registrable Securities, from and
including the 91st calendar day following the Default Date through and including
the Default Termination Date. The term "DEFAULT DATE" shall mean: (i) with
respect to clause (i) of Section 7(a) above, the 91st calendar day following the
Closing Date; (ii) with respect to clause (ii) of Section 7(a) above, the 181st
calendar day following the Closing Date; (iii) with respect to clause (iii) of
Section 7(a) above, the first day following the date upon which the
post-effective amendment was required to be filed or declared effective, as the
case may be, pursuant to Section 3(a)(ii) above; and (iv) with respect to clause
(iv) of Section 7(a) above, the 46th day of such 90-day period or the 91st day
of such 365-day period, as the case may be. The term "DEFAULT TERMINATION DATE"
shall mean (x) with respect to clauses (i) through (iii) of Section 7(a) above,
the date the Shelf Registration Statement or the post-effective amendment, as
the case may be, is either so filed or so filed and subsequently declared
effective, as the case may be, and (y) with respect to clause (iv) of Section
7(a) above, the date the Shelf Registration Statement again becomes effective or
the Holders of Registrable Securities are again able to make sales under the
Shelf Registration Statement. Notwithstanding the foregoing, no Liquidated
Damages shall accrue as to any Registrable Security from and after the earlier
of (1) the date such security is no longer a Registrable Security and (2) the
expiration of the Registration Period.

                  (c) Any amounts to be paid as Liquidated Damages shall be paid
semi-annually in arrears, with the first semi-annual payment due on the first
Interest Payment Date (as defined in the Indenture) following the applicable
Default Date. In determining the amount of Liquidated Damages to be paid with
respect to shares of Common Stock issued upon conversion of the Securities, the
rate set forth in Section 7(b) hereof shall be applied to the Conversion
Price(s) (as defined in the Indenture) in effect during the applicable Default
Period.

                  (d) Except as provided in Section 8(b) hereof, the Liquidated
Damages shall be the exclusive monetary remedy available to the Holders for
Events of Default. In no event shall the Company be required to pay Liquidated
Damages in excess of the applicable maximum amount of

                                                                            -14-

<PAGE>

one-half of one percent (0.5%) set forth above, regardless of whether one or
multiple Events of Default exist.

         8. Miscellaneous.

                  (a) Other Registration Rights. The Company may grant
piggy-back registration rights with respect to the Shelf Registration Statement
to any person; provided that, if the Managing Underwriter of any underwritten
offering conducted pursuant to Section 6 hereof notifies the Company and the
Electing Holders that marketing factors require a limitation of the total amount
of securities which may be underwritten in such offering, then the securities to
be offered for the account of holders of such piggy-back rights will be reduced
to the extent recommended by the Managing Underwriter prior to any reduction in
the amount of Registrable Securities to be included in such offering.

                  (b) Specific Performance. The parties hereto acknowledge that
there would be no adequate remedy at law if the Company fails to perform any of
its obligations hereunder and that the Initial Purchaser and the Holders from
time to time may be irreparably harmed by any such failure, and accordingly
agree that the Initial Purchaser and such Holders, in addition to any other
remedy to which they may be entitled at law or in equity and without limiting
the remedies available to the Electing Holders under Section 7 hereof, shall be
entitled to compel specific performance of the obligations of the Company under
this Agreement in accordance with the terms and conditions of this Agreement, in
any court of the United States or any State thereof having jurisdiction.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, except by the Company
and the written consent of the Holders of a majority in principal amount of the
Registrable Securities then outstanding (provided that holders of Common Stock
issued upon conversion of Securities shall not be deemed holders of Common
Stock, but shall be deemed to be holders of the aggregate principal amount of
Securities from which such Common Stock was converted). Each Holder of
Registrable Securities outstanding at the time of any such amendment, waiver or
consent or thereafter shall be bound by any amendment, modification, supplement,
waiver or consent effected pursuant to this Section 8(c).

                  (d) Notices. All notices and other communications provided for
or permitted hereunder shall be given as provided in the Indenture.

                  (e) Parties in Interest. The parties to this Agreement intend
that all Holders of Registrable Securities shall be entitled to receive the
benefits of this Agreement and that any Electing Holder shall be bound by the
terms and provisions of this Agreement by reason of such election with respect
to the Registrable Securities which are included in a Shelf Registration
Statement. All the terms and provisions of this Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective
successors and assigns of the parties hereto and any Holder from time to time of
the Registrable Securities. In the event that any transferee of any Holder shall
acquire Registrable Securities, in any manner, whether by gift, bequest,
purchase, operation of law or otherwise, such transferee shall, without any
further writing or action of any kind, be entitled to receive the benefits of
and, if an Electing Holder, be conclusively deemed to have

                                                                            -15-

<PAGE>

agreed to be bound by and to perform all of the terms and provisions of this
Agreement to the aforesaid extent.

                  (f) Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

                  (g) Headings. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed a
part of this Agreement.

                  (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

                  (i) Partial Enforceability. The invalidity or unenforceability
of any section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other section, paragraph or provision hereof.
If any section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.

                  (j) Survival. The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or
made pursuant hereto shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Electing Holder, any director, officer or partner of such Holder, or any
controlling person of any of the foregoing, and shall survive the transfer and
registration of the Registrable Securities of such Holder.

                  [Remainder of page intentionally left blank]

                                                                            -16-

<PAGE>

         Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                                          Very truly yours,

                                          Corixa Corporation

                                          By: /s/ Michelle Burris
                                               Name:  Michelle Burris
                                               Title: Senior Vice President
                                                      and CFO

Accepted as of the date hereof

By: Thomas Weisel Partners LLC

By: /s/ James P. Scopa
    Name:  James P. Scopa
    Title: Partner

<PAGE>

                                                                      APPENDIX A

                               CORIXA CORPORATION

                         INSTRUCTION TO DTC PARTICIPANTS

                                 [MAILING DATE]

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                          DEADLINE FOR RESPONSE: [DATE]

         The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in the Corixa Corporation (the
"COMPANY") % Convertible Subordinated Notes due 2008 (the "SECURITIES") are
held.

         The Company has filed a registration statement under the Securities Act
of 1933, as amended, to allow the beneficial owners to resell the Securities.
Beneficial owners must complete and return the enclosed Notice of Registration
Statement and Selling Securityholder Questionnaire in order to have their
Securities included in the registration statement.

         IT IS IMPORTANT THAT YOU DELIVER A COPY OF THE ENCLOSED MATERIALS TO
THE BENEFICIAL OWNERS OF THE SECURITIES AS SOON AS POSSIBLE. The beneficial
owners' right to participate as a selling securityholder under the registration
statement is conditioned upon their returning the Notice and Questionnaire by
[RESPONSE DEADLINE]. Please forward a copy of the enclosed documents to each
beneficial owner that holds interests in the Securities through you. If you
require more copies of the enclosed materials or have any questions pertaining
to this matter, please contact
[_________________].

<PAGE>

                               CORIXA CORPORATION

                        NOTICE OF REGISTRATION STATEMENT

                                       AND

                      SELLING SECURITYHOLDER QUESTIONNAIRE

                                     [DATE]

         Corixa Corporation (the "COMPANY") has filed with the Securities and
Exchange Commission (the "COMMISSION") a registration statement on Form [__]
(the "SHELF REGISTRATION STATEMENT") for the registration and resale under Rule
415 of the Securities Act of 1933, as amended (the "SECURITIES ACT") of the
Company's 4 1/4% Convertible Subordinated Notes due 2008 (the "SECURITIES") and
the shares of common stock, par value $.001 per share (the "COMMON STOCK"),
issuable upon conversion of the Securities, in accordance with the terms of that
certain Registration Rights Agreement, dated as of June 13, 2003 (the
"REGISTRATION RIGHTS AGREEMENT", a true and correct copy of which is attached
hereto), between the Company and the Initial Purchaser. All capitalized terms
used and not otherwise defined herein shall have the meanings given them in the
Registration Rights Agreement.

         Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling securityholder in the related prospectus,
deliver a prospectus to each purchaser of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions, as described
below).

         IF YOU WISH TO INCLUDE THE REGISTRABLE SECURITIES BENEFICIALLY OWNED BY
YOU IN THE SHELF REGISTRATION STATEMENT (OR A SUPPLEMENT OR AMENDMENT THERETO),
YOU MUST COMPLETE, SIGN AND DELIVER THIS NOTICE OF REGISTRATION STATEMENT AND
SELLING SECURITYHOLDER QUESTIONNAIRE ("NOTICE AND QUESTIONNAIRE") TO THE COMPANY
AT THE ADDRESS SET FORTH HEREIN FOR RECEIPT ON OR BEFORE [DEADLINE FOR
RESPONSE]. IF YOU FAIL TO DO SO, YOU WILL NOT BE NAMED AS A SELLING
SECURITYHOLDER IN THE SHELF REGISTRATION STATEMENT AND MAY NOT USE THE
PROSPECTUS FORMING A PART THEREOF TO RESELL THE REGISTRABLE SECURITIES THAT YOU
HOLD.

         Please be aware that various legal consequences arise from being named
as a selling securityholder in the Shelf Registration Statement and the
Prospectus. We strongly advise you to consult your own securities law counsel
regarding the consequences of being named or not being named as a selling
securityholder in the Shelf Registration Statement and the Prospectus.

                                                                             -2-

<PAGE>

         The term "REGISTRABLE SECURITIES" is defined in the Registration Rights
Agreement to mean all or any portion of the Securities issued from time to time
under the Indenture in registered form and the shares of Common Stock issuable
upon conversion of such Securities; provided, however, that a security ceases to
be a Registrable Security when it is no longer a Restricted Security.

         The term "RESTRICTED SECURITY" is defined in the Registration Rights
Agreement to mean any Security or share of Common Stock issuable upon conversion
thereof except any such Security or share of Common Stock that (i) has been
effectively registered under the Securities Act and sold in a manner
contemplated by the Shelf Registration Statement, (ii) has been transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or is transferable pursuant to paragraph (k) of such Rule 144 (or any
successor provision thereto), (iii) has otherwise been transferred and a new
Security or share of Common Stock not subject to transfer restrictions under the
Securities Act has been delivered by or on behalf of the Company in accordance
with Section 3.5 of the Indenture or (iv) has ceased to be outstanding.

                                    ELECTION

         The undersigned beneficial owner (the "SELLING SECURITYHOLDER") of
Registrable Securities hereby elects to include in the Shelf Registration
Statement the Registrable Securities beneficially owned by it and listed below
in Item (3). By signing and returning this Notice and Questionnaire, the
undersigned agrees to be bound with respect to such Registrable Securities by
the terms and conditions of this Notice and Questionnaire and the Registration
Rights Agreement, including, without limitation, the indemnification provisions
set forth in the Registration Rights Agreement.

         The Selling Securityholder hereby agrees to deliver to the Company and
the Trustee the Notice of Transfer set forth in Exhibit 1 to this Notice and
Questionnaire following any sale of Registrable Securities pursuant to the Shelf
Registration Statement.

         The Selling Securityholder hereby provides the following information to
the Company and represents and warrants that such information is accurate and
complete:

                                                                             -3-

<PAGE>

                                  QUESTIONNAIRE

(1) (a) Full legal name of Selling Securityholder:

                  ______________________________________________________________

         (b)      Full legal name of registered holder (if not the same as in
                  (a) above) of Registrable Securities listed in Item (3) below:
                  ______________________________________________________________

         (c)      Full legal name of DTC Participant (if applicable and if not
                  the same as (b) above) through which Registrable Securities
                  listed in Item (3) below are held:
                  ______________________________________________________________

(2) Address for notices to Selling Securityholder:
      __________________________________________________________________________
      __________________________________________________________________________
      __________________________________________________________________________
         Telephone:      _______________________________________________________
         Fax:            _______________________________________________________
         Contact person: _______________________________________________________

(3) Beneficial ownership of Securities:

         Except as set forth below in this Item (3), the undersigned Selling
Securityholder does not beneficially own any Securities or shares of Common
Stock issued upon conversion, repurchase or redemption of any Securities.

         (a)      Principal amount of Registrable Securities (as defined in the
                  Registration Rights Agreement) beneficially owned:___________
                  _____________________________________________________________

                  CUSIP No(s). of such Registrable Securities:__________________

                  Number of shares of Common Stock (if any) issued upon
                  conversion, repurchase or redemption of Registrable
                  Securities:___________________________________________________

         (b)      Principal amount of Securities other than Registrable
                  Securities beneficially owned:________________________________

                  CUSIP No(s). of such other Securities:________________________

                  Number of shares of Common Stock (if any) issued upon
                  conversion of such other Securities:__________________________

         (c)      Principal amount of Registrable Securities which the
                  undersigned wishes to be included in the Shelf Registration
                  Statement:___________________________________________________

                  CUSIP No(s). of such Registrable Securities to be included in
                  the Shelf Registration Statement:_____________________________

                                                                             -4-

<PAGE>

                  Number of shares of Common Stock (if any) issued upon
                  conversion of Registrable Securities which are to be included
                  in the Shelf Registration Statement:__________________________

(4) Beneficial ownership of other securities of the Company:

         Except as set forth below in this Item (4), the undersigned Selling
         Securityholder is not the beneficial or registered owner of any shares
         of Common Stock or any other securities of the Company, other than the
         Securities and shares of Common Stock listed above in Item (3).

         State any exceptions here:
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

(5) Relationships with the Company:

         Except as set forth below, neither the Selling Securityholder nor any
         of its affiliates, officers, directors or principal equity holders (5%
         or more) has held any position or office or has had any other material
         relationship with the Company (or its predecessors or affiliates)
         during the past three years.

         State any exceptions here:
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

(6)      Plan of distribution:

         Except as set forth below, the undersigned Selling Securityholder
         intends to distribute the Registrable Securities listed above in Item
         (3) only as follows (if at all): Such Registrable Securities may be
         sold from time to time directly by the undersigned Selling
         Securityholder or, alternatively, through underwriters, broker-dealers
         or agents. Such Registrable Securities may be sold in one or more
         transactions at fixed prices, at prevailing market prices at the time
         of sale, at varying prices determined at the time of sale, or at
         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registrable
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the Selling Securityholder may
         enter into hedging transactions with broker-dealers, which may in turn
         engage in short sales of the Registrable Securities in the course of
         hedging the positions they assume. The Selling Securityholder may also
         sell Registrable Securities short and deliver Registrable Securities to
         close out such short positions, or loan or pledge Registrable
         Securities to broker-dealers that in turn may sell such securities.

                                                                             -5-

<PAGE>

         State any exceptions here:
         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________

         The Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the prospectus
delivery and other provisions of the Securities Act and the Exchange Act and the
rules and regulations thereunder, particularly Regulation M (or any successor
rules and regulations).

         The Selling Securityholder acknowledges its obligations under the
Registration Rights Agreement to indemnify and holder harmless certain persons
as set forth therein.

         In the event that the Selling Securityholder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the date on
which such information is provided to the Company, the Selling Securityholder
agrees to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Registration Rights
Agreement.

         By signing below, the Selling Securityholder consents to the disclosure
of the information contained herein in its answers to Items (1) through (6)
above and the inclusion of such information in the Shelf Registration Statement
and the Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and the Prospectus.

         In accordance with the Selling Securityholder's obligation under the
Registration Rights Agreement to provide such information as may be required by
law for inclusion in the Shelf Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein that may occur subsequent to the date
hereof at any time while the Shelf Registration Statement remains effective. All
notices hereunder and pursuant to the Registration Rights Agreement shall be
made in writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery to the address below.

         Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall be
binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above). This Agreement shall be governed in all respects by the laws of the
State of New York applicable to agreements made and to be performed in such
State.

                  [Remainder of page intentionally left blank]

                                                                             -6-

<PAGE>

         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

Dated: ____________________

              __________________________________________________________________
              Selling Securityholder
              (Print/type full legal name of beneficial owner of Registrable
              Securities)

              By: ______________________________________________________________
              Name:
              Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND
QUESTIONNAIRE TO THE COMPANY AT:

                           __________________________
                           __________________________
                           __________________________
                           __________________________
                           __________________________

<PAGE>

                                                                       EXHIBIT 1
                                                                   TO APPENDIX A

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Corixa Corporation
1124 Columbia Street, Suite 200
Seattle, Washington 98104-2040

Attention: General Counsel

Wells Fargo Bank, National Association
707 Wilshire Blvd., 17th Floor
Los Angeles, California 90017

Attention: [CORPORATE TRUST SERVICES]

           Re: Corixa Corporation (the "COMPANY")
               4 1/4% Convertible Subordinated Notes due 2008 (the "SECURITIES")

Dear Sirs:

         Please be advised that [______________] has transferred
$[______________] aggregate principal amount of the above-referenced Securities
or shares of the Company's common stock, issued upon conversion of the
Securities, pursuant to an effective Registration Statement on Form [___] (File
No. 333-[______]) filed by the Company.

         We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the
Securities or common stock is named as a selling securityholder in the
Prospectus dated [DATE], or in amendments or supplements thereto, and that the
aggregate principal amount of the Securities or number of shares of common stock
transferred are [A PORTION OF] the Securities or shares of common stock listed
in such Prospectus as amended or supplemented opposite such owner's name.

Dated:

                                                  Very truly yours,
                                                  ______________________________
                                                  (Name)

                                               By: _____________________________

<PAGE>

                                                  (Authorized Signature)

</TEXT>
</DOCUMENT>
