Related Party Transactions and Outside Related Director Information

Genitope Corporation (GTOP)

5/1/2006 Proxy Information Dr. Dan W. Denney Jr., the Company’s Chief Executive Officer, and Gordon Denney, are brothers.

Warrant Issuances

In connection with an agreement by Stanford C. Finney, a member of our Board, entered into in July 2003, to act as guarantor of our obligations under our lines of credit, in August 2003, we issued a warrant to Mr. Finney to purchase 533,333 shares of Series F preferred stock at an exercise price of $4.50 per share, which, upon completion of the Company’s initial public offering, instead became exercisable for 266,666 shares of common stock (based on the initial public offering price of $9.00 per share). For more information regarding ownership of our equity securities by Mr. Finney, please see “Security Ownership of Certain Beneficial Owners and Management” above.

1 This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under 1933 Act or the 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Indemnification Agreements

The Company has entered into separate indemnification agreements with each of our directors and executive officers which provide, among other things, that the Company will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Bylaws. The Company’s Bylaws provide that Genitope must indemnify its directors and officers and may indemnify its other employees and agents to the fullest extent permitted by Delaware law. The Company’s Bylaws also permit it to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity.