TERMINATION AGREEMENT

EXHIBIT 10.2

TERMINATION AGREEMENT

     This TERMINATION AGREEMENT is entered into and effective as of June 22, 2007.

RECITALS:

     WHEREAS, the parties hereto are parties to that certain Amended and Restated Recapitalization Agreement dated as of July 30, 2004 by and between the Company and Toucan Capital, as amended October 22, 2004, November 10, 2004, December 27, 2004, January 26, 2005, April 12, 2005, May 13, 2005, June 16, 2005, July 26, 2005, September 7, 2005 and November 14, 2005 (the “Recapitalization Agreement”).

     WHEREAS, the parties to the Recapitalization Agreement now desire to terminate the Recapitalization Agreement, subject to the survival of certain provisions thereof.

AGREEMENTS:

     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

     1. Each of the Company and Toucan Capital hereby terminate the Recapitalization Agreement. Each party acknowledges that there shall be no further obligations under the Recapitalization Agreement following the date hereof other than (a) rights related to breaches of the Recapitalization Agreement occurring prior to the date hereof, and (b) the following provisions: (i) Section 4.4 (Indemnification), (ii) Section 4.5 (Injunctive Relief), and (iii) Section 4.13 (Miscellaneous).

     2. This Termination may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

     IN WITNESS WHEREOF, each of the parties hereto has executed this Termination Agreement as of the date set forth above.

Northwest Biotherapeutics, Inc.						Toucan Capital Fund II, L.P.
By:						By:
		Alton Boynton						Linda F. Powers
		President						Managing Director
		Address:						Address:
		Northwest Biotherapeutics, Inc.						Linda F. Powers
		Attention: Alton Boynton						Managing Director
		18701 120th Avenue, NE,						Toucan Capital Corp.
		Suite 101						7600 Wisconsin Ave, 7th Floor
		Bothell, Washington 98011						Bethesda, MD 20814
		Facsimile: 425 ###-###-####						Facsimile: 240 ###-###-####
								E-Mail ***@***
						Toucan Partners, LLC
						By:
								Linda F. Powers
								Managing Member
								Address:
								Toucan Partners, LLC
								7600 Wisconsin Avenue
								Suite 700
								Bethesda, MD 20814
								Facsimile: 240 ###-###-####
								E-Mail ***@***