Contribution of Technology And Exchange Agreement

Exhibit 10.27


FIRST AMENDMENT TO
CONTRIBUTION OF TECHNOLOGY AND EXCHANGE AGREEMENT


This First Amendment to the Contribution and Technology Exchange Agreement ("FIRST AMENDMENT") is made and entered into as of this 1st day of May, 2002 ("EFFECTIVE DATE"), between Donald L. Morton, M.D. ("MORTON"), and CancerVax Corporation, a Delaware corporation, ("CANCERVAX"). This First Amendment amends the Contribution and Technology Exchange Agreement between the parties dated as of December 15, 2000 (the "AGREEMENT").


RECITALS


A. Morton and CancerVax are parties to the Agreement, dated December 15, 2000, relating to a contribution of certain technology to CancerVax.


B. The parties desire to amend the Agreement to add U.S. Patent Application SN 07/431,533 to the list of patents and patent applications included in Appendix A that were contributed by Morton to CancerVax, upon the terms and conditions set forth herein.


NOW THEREFORE, the parties hereby agree as follows:


1. Appendix A of the Agreement, entitled "PATENT RIGHTS," is amended by adding U.S. Patent Application SN 07/431,533 as one of the patents or patent applications th ...