| Re: | Dendreon Corporation Form 10-K for the Year Ended December 31, 2009 Filed February 22, 2010 (File No. 000-30681) DEF14A Filed April 23, 2010 (File No. 000-30681) |
| 1. | We note your disclosure that payment of the annual cash incentive is determined by taking into account both pre-determined corporate and individual goals. While you have disclosed the corporate goals, whether or not those goals were achieved and how the achievement was tied to the level of bonus paid, you have not provided similar disclosure with respect to the individual pre-determined goals. Accordingly, please provide us with sample disclosure for inclusion in your next annual report or proxy statement which sets forth the individual goals for each executive officer. Please confirm that you will disclose the level of achievement of each goal and how such achievement was tied to the amount of bonus paid. To the extent any of the goals are quantifiable, your disclosure regarding such goals and achievement should be quantified. |
| Response: Individual performance goals for Dendreon’s named executive officers are very closely aligned with the Company’s corporate goals, as the compensation committee and the board of directors believes it is the primary responsibility of the named executive officers to drive achievement of the corporate goals. Accordingly, achievement of the specified corporate goals typically required achievement of the individual goals set for the named executive officers in support of these goals. This has been most critically the case as the Company made significant achievements during 2009 to begin transforming the Company from a development stage, research focused company, to a commercial enterprise. As such, the disclosure of the individual goals set for the named executive officers historically did not provide any additional information of relevance for stockholders. In light of the significant growth of the Company during 2010, the compensation committee is considering the value of individual goals in the context of the corporate goals for named executive officers. We confirm we will provide additional disclosure regarding the performance goals in the compensation discussion and analysis contained in the Company’s Annual Report on Form 10-K for the year ending December 31, 2010 or Definitive Proxy Statement for our 2011 annual meeting of stockholders as applicable. | |||
| 2. | We note that, for each Named Executive Officer other than Dr. Gold, there is a 5% increase in target cash incentive for fiscal year 2010, from 40% of base salary to 45% of base salary. Please confirm that, in your next Form 10-K or Definitive Proxy Statement for the fiscal year ended December 31, 2010, you will include disclosure setting forth the reasons for the 40% increase in Dr. Gold’s 2010 target cash incentive from 60% of base salary to 100% of base salary. |
