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May 24, 2010 Newswires
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OTCMarketbulls.com Brings You the HOTTEST gainers! Sign Up Today!! GTIV +13.30%, STSA +33.03% , HMPR +19.16%, DNDN +7.31%

OTCMarketbulls.com Presents: Gentiva Health Services (NASDAQ: GTIV), Sterling Financial Corporation (NASDAQ: STSA), Hampton Roads Bankshares (NASDAQ: HMPR), Dendreon Corporation (NASDAQ: DNDN)

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GTIV LATEST NEWS

Gentiva Health Services to Acquire Odyssey HealthCare, Creating A Leading US Hospice Care Provider - All-cash Transaction for $27 per Odyssey Share - - Conference call scheduled for today, May 24, at 10:00 a.m. ET - ATLANTA and DALLAS, May 24 -- Gentiva Health Services, Inc. (Nasdaq:GTIV - News) ("Gentiva" or "the Company") and Odyssey HealthCare, Inc. (Nasdaq: ODSY) ("Odyssey") announced today that they have entered into a definitive merger agreement whereby Gentiva will acquire Odyssey in an all cash transaction for a price of $27 per share of Odyssey common stock, for an aggregate purchase price of approximately $1.0 billion.

Founded in 1996 and based in Dallas, Texas, Odyssey is one of the leading providers of hospice care in the US in terms of both average daily patient census and number of locations. Gentiva, which is among the leading home healthcare providers in the US, anticipates that the combination of Odyssey's and Gentiva's existing hospice operations will create a leading hospice care provider in the US, with a combined average daily patient census of approximately 14,000 and operations in 30 states. Additionally, we anticipate the combination of the two companies will create the largest US healthcare provider focused on home health and hospice services.

Based on results from continuing operations for the respective companies' 2009 fiscal years, we anticipate that the combination of Gentiva and Odyssey will create a company with more than $1.8 billion in annual revenue, comprised of approximately 60% in home healthcare revenue and approximately 40% in hospice revenue. Gentiva expects the transaction to be accretive to adjusted earnings per share, exclusive of one-time costs, within the first 12 months following closing.

"We are delighted to welcome the Odyssey employees to the Gentiva family," said Gentiva CEO and President Tony Strange. "The combination of the two companies clearly positions us as a leader in both home health and hospice care in the United States. The two companies share similar geography between Gentiva's home health operations and Odyssey's hospice operations, with very little overlap between the two companies' hospice programs. We believe that Odyssey is the nation's premiere hospice provider and we are excited to partner with an organization that shares our commitment to quality patient care."

"This agreement represents an exciting opportunity to provide Odyssey's stockholders with significant, immediate and certain value, while also accelerating our strategy," said Robert A. Lefton, President and Chief Executive Officer of Odyssey HealthCare. "With Gentiva, we are bringing together two complementary businesses that are positioned for continued leadership in the hospice industry. We believe Gentiva shares our commitment for compassionate, personalized care, and we look forward to better serving our patients and their families with the enhanced resources and depth of the combined company."

The transaction was unanimously approved by the Board of Directors of Gentiva. Odyssey's Board of Directors has also unanimously approved the agreement and recommended that Odyssey's shareholders approve the merger.

The transaction is expected to close in the third quarter of 2010 and is subject to standard closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Act as well as approval by Odyssey's stockholders. Gentiva expects to raise approximately $1.1 billion in new debt financing to fund the purchase price and to refinance existing debt. The Company has secured a financing commitment for the transaction from a syndicate of leading financial institutions, including BofA Merrill Lynch, Barclays Bank PLC, General Electric Capital Corporation, and SunTrust Bank and SunTrust Robinson Humphrey, Inc.

Edge Healthcare Partners, LLC, a division of Edge Corporate Finance, LLC is acting as financial advisor to Gentiva. Greenberg Traurig, LLP is acting as legal advisor to Gentiva. BofA Merrill Lynch and Barclays Capital Inc. served as advisors to Gentiva and both firms are serving in lead advisor roles with respect to the financing of the transaction.

Goldman, Sachs & Co. is acting as financial advisor to the Board of Directors of Odyssey. K&L Gates LLP is acting as legal advisor to Odyssey.

Cahill Gordon & Reindel LLP is acting as legal advisor to the financing sources.

Conference Call and Webcast Details

The Company will comment further on the transaction during a conference call and live webcast to be held Monday, May 24, 2010 at 10:00 a.m. Eastern Time. To participate in the call from the United States, Canada or an international location, dial (973) 935-2408 and reference call # 77766759. The webcast is an audio-only, one-way event. Webcast listeners who wish to ask questions must participate in the conference call. Log onto http://investors.gentiva.com/events.cfm to hear the webcast. A replay of the call will be available on May 24, beginning at approximately 1:00 p.m. ET, and will remain available continuously through May 31. To listen to a replay of the call from the United States, Canada or international locations, dial (800) 642-1687 or (706) 645-9291 and enter the following PIN at the prompt: 77766759. Visit http://investors.gentiva.com/events.cfm to access the webcast archive. This press release is accessible at http://investors.gentiva.com/releases.cfm and a transcript of the conference call is expected to be available on the site within 48 hours after the call.

About Odyssey HealthCare, Inc.

Based in Dallas, Texas, Odyssey is one of the largest providers of hospice care in the country in terms of both average daily patient census and number of locations. Odyssey seeks to improve the quality of life of terminally ill patients and their families by providing care directed at managing pain and other discomforting symptoms and by addressing the psychosocial and spiritual needs of patients and their families.

About Gentiva Health Services, Inc.

Gentiva Health Services, Inc. is a leading provider of home health and hospice services, delivering innovative, high quality care to patients across the United States. Gentiva is a single source for skilled nursing; physical, occupational, speech and neurorehabilitation services; hospice services; social work; nutrition; disease management education; help with daily living activities; and other therapies and services. For more information, visit Gentiva's web site, http://www.gentiva.com, and its investor relations section at http://investors.gentiva.com. GTIV-G

Additional Information and Where to Find It

Odyssey intends to file with the Securities and Exchange Commission a preliminary proxy statement and a definitive proxy statement and other relevant materials in connection with the transaction. The definitive proxy statement will be sent or given to the stockholders of Odyssey. Before making any voting or investment decision with respect to the transaction, investors and stockholders of Odyssey are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the transaction. The proxy statement and other relevant materials (when they become available), and any other documents filed by Odyssey with the SEC, may be obtained free of charge at the SEC's website at http://www.sec.gov/, or from Odyssey by directing a request to Odyssey's Investor Relations Department at toll free phone number 888-922-9711, email address [email protected] or through the Odyssey Web site http://www.odsyhealth.com/ under "Investor Relations - InfoRequest".

Participants in the Solicitation

Odyssey and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Odyssey stockholders in connection with the transaction. Information about Odyssey's directors and executive officers is set forth in Odyssey's proxy statement on Schedule 14A filed with the SEC on April 5, 2010 and Odyssey's Annual Report on Form 10-K filed on March 10, 2010. Additional information regarding the interests of participants in the solicitation of proxies in connection with the merger will be included in the proxy statement that Odyssey intends to file with the SEC.

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STSA LATEST NEWS

Sterling Financial Corporation of Spokane, Wash., Announces Agreement with Warburg Pincus to Invest in Sterling SPOKANE, Wash.--(5/24/10)--Sterling Financial Corporation (NASDAQ:STSA - News) ("Sterling"), the bank holding company of Sterling Savings Bank and Golf Savings Bank, today announced an agreement for an investment from Warburg Pincus Private Equity X, L.P. ("Warburg Pincus") that supports Sterling's recapitalization and recovery plan.

Under the terms of the agreement and subject to the approval of the transactions by the U.S. Treasury and the other conditions described below, Warburg Pincus would invest $139 million in Sterling. If the recapitalization transactions contemplated by the agreement are completed, Warburg Pincus would own common stock, Series B participating voting preferred stock (the "Series B stock") and warrants representing approximately 20.5 percent of Sterling, calculated in accordance with Federal Reserve guidelines on an as-converted basis and after giving effect to the exercise of these warrants.

As part of the Warburg Pincus investment, Thomas H. Lee Partners, L.P. ("THL") has agreed to adjust the size of its previously announced proposed investment to an amount equal to the Warburg Pincus investment. The Warburg Pincus investment will be made on substantially the same terms as THL's investment. Upon the closing of the recapitalization transactions, the two firms would invest a total of $278 million on a combined basis, and would hold an ownership interest of approximately 40 percent of Sterling calculated on the basis described above.

As part of the Warburg Pincus investment and subject to the closing of the recapitalization transactions and required regulatory approvals, Warburg Pincus Managing Director David A. Coulter would join the Sterling board of directors. Coulter is co-head of Warburg Pincus Financial Services investment activities and brings to Sterling's board over 30 years of banking industry experience. Coulter is the former Chairman and CEO of BankAmerica and former Vice Chairman of JP Morgan Chase. Coulter's appointment would be in addition to the previously announced pending appointments of Les Biller, the former Vice Chairman and Chief Operating Officer of Wells Fargo, as chairman of the board and THL Managing Director Scott Jaeckel as a member of the board.

Sterling President and Chief Executive Officer Greg Seibly said, "We are pleased to announce Warburg Pincus as an investor in Sterling. Warburg Pincus is a highly successful bank sector investor that has long-standing and deep knowledge of our company. We believe that the combination of Warburg and THL represent key components in our efforts to recapitalize the company."

David Coulter said, "We are looking forward to partnering with Greg Seibly and Les Biller in providing governance input and support for Sterling as the company continues to build on its strong regional banking franchise in the Pacific Northwest."

Each of the Warburg Pincus and THL investments and the U.S. Treasury exchange previously announced would be conditioned upon each other and on other closing conditions, including, among others, Sterling raising a total of at least $720 million of capital (inclusive of the Warburg Pincus and THL investments and the previously announced additional capital raise), receipt of regulatory approvals and third party consents, Sterling's maintenance of asset levels and capital ratios, the absence of material changes in the characteristics of Sterling's loan portfolio, no occurrence of an "ownership change" that would affect the preservation of certain of Sterling's deferred tax assets, no occurrence of a material adverse effect and no adverse change in banking or bank holding company law, rule or regulation. Closing of the recapitalization transactions are not conditioned upon receipt of any shareholder approvals.

About Sterling Financial Corporation

Sterling Financial Corporation of Spokane, Wash., is the bank holding company for Sterling Savings Bank, a commercial bank, and Golf Savings Bank, a savings bank focused on single-family mortgage originations. Both banks are state chartered and federally insured. Sterling offers banking products and services, mortgage lending, construction financing and investment products to individuals, small businesses, commercial organizations and corporations. As of March 31, 2010, Sterling Financial Corporation had assets of $10.56 billion and operated 179 depository branches throughout Washington, Oregon, Idaho, Montana and California. Visit Sterling's website at http://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sterlingfinancialcorporation-spokane.com&esheet=6301943&lan=en_US&anchor=www.sterlingfinancialcorporation-spokane.com&index=7&md5=29928fc06f526b16a3bc6ce20339720f.

About Warburg Pincus

Warburg Pincus is a leading global private equity firm. The firm has more than $30 billion in assets under management. Its active portfolio of more than 110 companies is highly diversified by stage, sector and geography. Founded in 1966, Warburg Pincus has raised 12 private equity funds which have invested more than $35 billion in approximately 600 companies in more than 30 countries. Current and past bank sector investments include Webster Financial, The Bowery Savings Bank, Mellon Financial, DIME Bancorp, TAC Banc-shares, HDFC Bank, IMB Bank, Kotak Mahindra and ICICI. Some other notable financial services investments include Renaissance Re Holdings, Arch Capital Group, Aeolus Re, Metavante Technologies and Primerica. The firm has offices in Beijing, Frankfurt, Hong Kong, London, Mumbai, New York, San Francisco, São Paulo, Shanghai and Tokyo.

About Thomas H. Lee Partners, L.P. ("THL") THL is one of the oldest and most successful private equity investment firms in the United States. Since its establishment in 1974, THL has been the preeminent growth buyout firm, raising approximately $22 billion of equity capital, investing in more than 100 businesses with an aggregate purchase price of more than $125 billion. Notable transactions sponsored by THL include Aramark, Ceridian, Dunkin' Brands, Experian, FIS, HomeSide Lending, Houghton Mifflin, Michael Foods, The Nielsen Company, Snapple, Warner Chilcott, Warner Music Group and West Corporation.

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HMPR LATEST NEWS

Hampton Roads Bankshares to Raise $275 Million in Capital The Carlyle Group and Anchorage Advisors, L.L.C. Each to Invest Approximately $73 Million Along With Other Institutional Investors

Company Will Also Conduct $20 Million Rights Offering for Current Shareholders

NORFOLK, Va., May 24, 2010 -- Hampton Roads Bankshares, Inc. (Nasdaq:HMPR - News) (the "Company") announced today that it has entered into definitive agreements with affiliates of The Carlyle Group and Anchorage Advisors, L.L.C. to purchase at least approximately $73 million in common stock each as part of an expected aggregate $255 million capital raise by the Company from institutional investors ("Investors"). The Company also plans to conduct a $20 million rights offering after the closing of the capital raise that will allow existing shareholders to purchase common shares at the same purchase price per share as the Investors. Any portion of the rights offering not purchased by existing shareholders will be purchased by the Investors. The investment and related transactions, which were unanimously approved by the Company's Board of Directors, are subject to regulatory and shareholder approval and other conditions.

The Company, which operates sixty banking offices in Virginia, North Carolina and Maryland, plans to use the proceeds of the investment and the rights offering to make capital contributions to and strengthen the balance sheets of its subsidiary banks and for other general corporate purposes.

"The investment represents an important step forward for the Company, our shareholders, employees and the communities we serve," said John A.B. "Andy" Davies, Jr., the Company's President and Chief Executive Officer. "As a leading community bank in our regions, our goal is to serve and grow with our customers and communities for many years to come. The capital we are raising will substantially strengthen our balance sheet and provide a solid foundation for the future."

Davies added, "We are pleased that firms of the caliber of Carlyle, Anchorage, and the other investors share our belief in the underlying strength of the Hampton Roads Bankshares franchise and our confidence in the future of our regions. We are also pleased to offer our current shareholders the opportunity to participate through the planned rights offering on the same terms as the new investors."

"We are very impressed with the team assembled at Hampton Roads under the strong leadership of Andy Davies. We are delighted to be part of a transaction that will accelerate the bank's recovery and position it to be a leader in its markets both in service and stability," said Randal Quarles, Carlyle Managing Director.

Kevin Ulrich, Chief Executive Officer of Anchorage Advisors, said, "We are pleased to participate in the recapitalization of Hampton Roads, one of the leading community banks in a region with strong demographic trends and economic prospects. As shareholders, we look forward to participating in the Company's future growth."

Total common shares to be issued in the capital raise, including shares to be issued in the rights offering, will represent 87.7% of outstanding common stock, after giving effect to these share issuances and the exchange of all outstanding preferred shares into common stock. Funds affiliated with Carlyle and Anchorage will each purchase approximately 168.8 million shares for an aggregate price of $72,565,714. Each will own 23.1% of the voting equity of the Company after giving effect to the transactions described above and assuming that the rights offering is fully subscribed by existing shareholders. The other Investors are expected to purchase shares representing varying ownership interests of up to 9.9%.

If existing shareholders subscribe to an aggregate amount of less than $20 million in the rights offering, the Investors will purchase the unsubscribed shares on a pro rata basis. Under no circumstances will any Investor's ownership percentage exceed 24.9% after giving effect to the transactions described herein.

In addition to the capital raise and rights offering, subject to the completion of definitive documentation, the United States Department of Treasury ("Treasury") has indicated its intent to exchange each $1000 in par value of Series C cumulative preferred stock it purchased from the Company in 2008 under the Capital Purchase Program into 581.4 shares of mandatorily convertible preferred stock. After giving effect to the transactions described herein and assuming the exchange of all outstanding preferred shares for common shares, Treasury will own 6.4% of the voting equity of the Company. Treasury also owns warrants to purchase 1,325,858 common shares, which were received in connection with its 2008 investment. The exercise price of these warrants will be amended to be equivalent to the price per share paid in the investment. The Investors have required that the Series A and Series B non-cumulative preferred stock be exchanged for common stock at the time the investment is funded. Each $1000 in par value of Series A and Series B preferred stock will be exchanged for 348.8 common shares (the "Series A and B Exchange Offers"), and holders who exchange will be entitled to participate in the rights offering. The company plans to file a tender offer statement on Schedule TO-I (the "Schedule TO") with the U.S. Securities and Exchange Commission (the "SEC") detailing the Series A and Series B exchange offers. Amendments to the Series A and Series B preferred stock contemplated to be implemented in connection with the exchange offers will be subject to shareholder approval.

As soon as practicable, the Company will call a meeting of its shareholders for the purpose of approving the transactions described in this press release, including the issuance of shares pursuant to the investments and approving amendments to the Company's charter to increase the authorized shares of common stock to a number sufficient to allow for such transactions, to amend the terms of the Series A and Series B preferred stock and approve certain other matters in connection with the transactions. Each of the Company's directors has entered into a voting agreement pursuant to which such director has agreed to vote his or her shares in favor of the foregoing matters to be voted upon in connection with the transactions. The Company also plans to hold its annual meeting to elect directors at the same time. As soon as practicable after the closing of the investment, the Company will file a registration statement with respect to the shares to be sold in, and commence, the rights offering.

In connection with the closing of the transactions, the Company's Board of Directors will be reduced from eighteen members to nine members. The Company expects several members of its current Board of Directors to continue as directors following the investment, including Chief Executive Officer Andy Davies. Carlyle and Anchorage will each appoint one director to the Company's board.

Additional Information

Certain investments discussed above involve the sale of securities in private transactions that will not be registered under the Securities Act of 1933, as amended, and will be subject to the resale restrictions under that Act. Such securities may not be offered or sold absent registration or an applicable exemption from registration. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The Company plans to file with the SEC and mail to its shareholders a proxy statement in connection with the transactions contemplated herein (the "Proxy Statement"). The Company and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies. The Proxy Statement will contain important information about the Company and related matters, including the current security holdings of the Company's respective officers and directors. Security holders are urged to read the Proxy Statement carefully when it becomes available.

The tender offers described in this news release have not yet commenced. The description of the Series A and B Exchange Offers is contained herein for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company will file a Schedule TO with the SEC upon the commencement of such exchange offers. Eligible holders of Series A and B preferred stock should read the Schedule TO and other related materials when those materials become available, because they will contain important information about the Series A and B Exchange Offers.

The written materials described above and other documents filed by the Company with the SEC will be available free of charge from the SEC's website at http://www.globenewswire.com/newsroom/ctr?d=192600&l=18&a=www.sec.gov&u=http%3A%2F%2Fwww.sec.gov. In addition, free copies of these documents may also be obtained by directing a written request to: John A.B. Davies, Jr., President and Chief Executive Officer, Hampton Roads Bankshares, Inc., 999 Waterside Dr., Suite 200, Norfolk, Virginia 23510.

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Dendreon Announces Presentation of PROVENGE Data at the American Society of Clinical Oncology Annual Meeting SEATTLE and CHICAGO, May 20 -- Dendreon Corporation (Nasdaq:DNDN - News) today announced the upcoming presentation of data from integrated analyses of three Phase 3 PROVENGE (sipuleucel-T) clinical trials of an autologous cellular immunotherapy in advanced prostate cancer, to be presented at the annual meeting of the American Society of Clinical Oncology (ASCO) in Chicago on Monday, June 7 at 8:00 a.m. CT.

"With the recent FDA approval of PROVENGE for asymptomatic or minimally symptomatic metastatic castrate resistant (hormone refractory) prostate cancer, patients now have a new treatment option available that prolongs survival," said Daniel P. Petrylak, M.D., program director of the Genitourinary Oncology Section in the Division of Hematology/Oncology at Columbia University. "Cancer immunotherapy represents an entirely new era in medicine and patient care."

The exploratory analyses include data from three Phase 3 trials in patients with metastatic castrate resistant prostate cancer (Studies D9901, D9902A, and IMPACT) that were integrated to examine the treatment effect in a larger group of patients, the use of docetaxel before and after randomization, and relationships between certain product parameters and clinical outcome. These include:

A poster presentation by Dr. Celestia Higano, professor of oncology and urology at the University of Washington, titled, "Predictors of outcome and subgroup results from the integrated analysis of sipuleucel-T trials in metastatic castration resistant prostate cancer (abstract #4550)." A poster presentation by Dr. Petrylak titled, "Immunotherapy survival effect persists independent of post-randomization docetaxel use in Phase 3 studies of sipuleucel-T (abstract #4551)." A poster presentation by Dr. Frances P. Stewart, senior biostatician at Dendreon, titled, "Correlation between product parameters and overall survival in 3 trials of sipuleucel-T, an autologous active cellular immunotherapy for the treatment of prostate cancer (abstract #4552)."

PROVENGE is the first autologous cellular immunotherapy to be approved by the U.S. Food and Drug Administration for the treatment of asymptomatic or minimally symptomatic metastatic castrate resistant (hormone refractory) prostate cancer.

PROVENGE Safety

PROVENGE is intended solely for autologous use and is not routinely tested for transmissible infectious diseases.

The safety evaluation of PROVENGE was based on 601 prostate cancer patients in four randomized clinical trials who underwent at least one leukapheresis procedure. The most common adverse events (incidence greater than or equal to 15%) are chills, fatigue, fever, back pain, nausea, joint ache, and headache. Serious adverse events reported in the PROVENGE group include acute infusion reactions (occurring within 1 day of infusion) and cerebrovascular events. In controlled clinical trials, severe (Grade 3) acute infusion reactions were reported in 3.5% of patients in the PROVENGE group. Reactions included chills, fever, fatigue, asthenia, dyspnea, hypoxia, bronchospasm, dizziness, headache, hypertension, muscle ache, nausea, and vomiting. No Grade 4 or 5 acute infusion reactions were reported in patients in the PROVENGE group.

To fulfill a post marketing requirement and as a part of the company's ongoing commitment to patients, Dendreon will conduct a registry of approximately 1,500 patients to further evaluate a small potential safety signal of cerebrovascular events. In four randomized clinical trials of PROVENGE in prostate cancer patients, cerebrovascular events were observed in 3.5% of patients in the PROVENGE group compared with 2.6% of patients in the control group.

About Active Cellular Immunotherapy

PROVENGE is classified by the FDA as an autologous cellular immunotherapy. It is designed to be an active cellular immunotherapy. Active cellular immunotherapy is designed to stimulate a T-cell response to cancer cells. An immune response is started by a specialized class of immune system cells called antigen-presenting cells (APCs). APCs take up antigen from their surroundings and process the antigen into fragments that are then displayed on the APC surface. Once displayed, these antigens can be recognized by specific classes of immune cells called T lymphocytes (T-cells), which are activated as a result of their engagement with APCs and combat disease by seeking antigen-bearing cells directly. PROVENGE is designed to target the prostate cancer antigen prostatic acid phosphatase (PAP), an antigen that is expressed in more than 95 percent of all prostate cancers.

About Dendreon Dendreon Corporation is a biotechnology company targeting cancer and transforming lives through the discovery, development, commercialization and manufacturing of novel therapeutics. The Company applies its expertise in antigen identification, engineering and cell processing to produce active cellular immunotherapy product candidates designed to stimulate an immune response in a variety of tumor types. Dendreon's first autologous cellular immunotherapy product, PROVENGE (sipuleucel-T), was approved by the FDA in April 2010 for the treatment of asymptomatic or minimally symptomatic metastatic castrate resistant (hormone refractory) prostate cancer. Dendreon also is developing an orally-available small molecule that targets TRPM8 that could be applicable to multiple types of cancer. The Company is headquartered in Seattle, Washington and is traded on the Nasdaq Global Market under the symbol DNDN. For more information about the Company and its programs, visit http://www.dendreon.com/

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