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Employment Agreement [Amendment No. 1] - CancerVax Corp. and David F. Hale

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                                [CANCER VAX LOGO]

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                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT

      THIS FIRST AMENDMENT ("Amendment") to the Employment Agreement between
CancerVax Corporation, a Delaware corporation ("CancerVax") and DAVID F. HALE
("Executive"), dated October 23, 2000, (the "Employment Agreement") is made and
entered into as of the 29th day of April, 2003, by and between CancerVax and
Executive with reference to the following:

      WHEREAS, CancerVax and Executive have entered into the Employment
Agreement, on the terms and subject to the conditions set forth therein; and

      WHEREAS, CancerVax and Executive now desire to amend the terms and
conditions of the Agreement;

      NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

      1. Section 5(g)(i) of the Employment Agreement shall be revised to read,
in its entirety, as follows:

      "5. Compensation.


            (g) (i) In addition to any accelerated vesting provisions under the
      Plan, (A) if, within six (6) months following a Corporation Transaction
      (as defined under the Plan), the Corporation terminates this Agreement
      without Cause (as defined in Section 6) or for Executive's death or
      Permanent Disability or Executive terminates this Agreement for Good
      Reason, then 100% of the then unvested portion of the Option shall
      accelerate, vest and become exercisable, (B) upon the date which is six
      (6) months following a Corporate Transaction, 100% of the then unvested
      portion of the shares shall accelerate, vest and become exercisable, (C)
      if, during the first year of the Term, Executive's employment is
      terminated by the Company without Cause or by Executive for Good Reason,
      then upon such termination date, that portion of the shares shall
      accelerate, vest and become exercisable, which would have vested if
      Executive had remained employed for the entire first year of the Term
      (taking into account all vesting which occurred before such termination
      date), (D) if, following the first year of the Term, Executive's
      employment is terminated by the Company without Cause or by Executive for
      Good Reason, then upon such termination date, that portion of the Option
      shall accelerate, vest and become exercisable which would have vested if
      Executive had remained employed for an additional twelve (12) months
      following the termination date (without regard to any other vesting
      acceleration triggers) or such longer period as the Corporation and
      Executive may mutually agree, and (E) upon any termination of Executive's
      employment for Permanent Disability (as defined in Section 6), that
      portion of the shares shall accelerate, vest and become exercisable which
      would have vested if Executive had remained employed for an additional
      period of twelve (12) months following the termination date (without
      regard to any other vesting acceleration triggers)."
<PAGE>
3. All other terms and conditions of the Employment Agreement shall remain
unchanged and in full force and effect.

4. Miscellaneous.

a.    Counterparts: This Amendment may be executed in one or more counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same agreement.




      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date herein above set forth.

ACCEPTED AND AGREED TO FOR:

         CANCERVAX CORPORATION                                DAVID F. HALE
         "CANCERVAX"                                            "Executive"

          /s/ William R. LaRue                               /s/ David F. Hale
         -----------------------------------                 -------------------
         By: William R. LaRue, Sr. VP and CFO                By: David F. Hale
         Date:  August 6, 2003                               Date: Aug. 6, 2003



         [FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN CANCERVAX
                         CORPORATION AND DAVID F. HALE]



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