Exhibit
10.45






[ * ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS
AMENDED.


LICENSE AGREEMENT


THIS LICENSE AGREEMENT, dated as
of December 23, 2002, (“Agreement”), is
entered into between SRI
INTERNATIONAL, a California not-for-profit corporation, having a
place of business located at 333 Ravenswood Avenue, Menlo Park, California 94025
(“SRI”), SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH, a New York
not-for-profit corporation having a place of business located at 1275 York
Avenue, New York, New York 10021 (“SKI”), SOUTHERN RESEARCH INSTITUTE,
an Alabama not-for-profit corporation, having a place of business located at
2000 Ninth Avenue South, P.O. Box 55305, Birmingham, Alabama 35255-5305 (“SoRI”) (collectively, the “Licensor”)
and ALLOS THERAPEUTICS, INC.,
a Delaware corporation, having a place of business located at 11080 Circle Point
Road, Suite 200, Westminster, Colorado 80020 (“Allos”).


WITNESSETH


WHEREAS, SRI, SKI and SoRI
entered into an Inter-Institutional Agreement (SK#2259) effective July 16, 1997
(“Ownership Agreement”);


WHEREAS, as a result of the
Ownership Agreement, Licensor owns or has rights in certain patent rights and
know-how generally relating to PDX;


WHEREAS, Allos desires to obtain
a license under Licensor’s rights in such patent rights and know-how to
Licensor’s proprietary technology for PDX, on the terms and subject to the
conditions of this Agreement;


WHEREAS, Licensor is willing to
license Licensor’s rights in such patent rights and know-how to Licensor’s
proprietary technology for PDX on the terms and subject to the conditions of
this Agreement.


NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants herein contained, the
parties hereby agree as set forth below.


ARTICLES


1.             DEFINITIONS


For purposes of this Agreement, the terms defined in
this article shall have the respective meanings set forth below:


1.1          “Affiliate” shall mean, with respect to any Person, any other
Person, which directly or indirectly controls, is controlled by, or is under
common control with, such Person.  A
Person shall be regarded as in control of 



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another Person if it
owns, or directly or indirectly controls, at least fifty percent (50%) of the
voting stock or other ownership interest of the other Person, or if it directly
or indirectly possesses the power to direct or cause the direction of the
management and policies of the other Person by any means whatsoever.


1.2          “Allos Improvements” shall mean any invention, discovery,
use, process, method, composition, formula, technique, information and data,
whether or not patentable, that constitutes an improvement to the Licensed IP,
or which is conceived, developed or reduced to practice using the Licensed IP
during the term of this Agreement, that is conceived by employees or others
acting on behalf of Allos, either alone or jointly with others.


1.3          “Commercially Reasonable Efforts” shall mean the level of
efforts and resources required to carry out a research, development or
commercialization activity with respect to a given product in a manner
consistent with the efforts a similarly situated biotechnology company would
typically devote to a product of similar market potential and profit potential
resulting from its own research, development or commercialization efforts,
based on conditions then prevailing.


1.4          Effective Date”
shall mean the date as first written above.


1.5          “EU” shall mean each of the countries, individually and
collectively, which are members of the European Union as of the Effective Date.


1.6          “EU Approval” shall mean the approval of the European
Medicines Evaluation Agency.


1.7          “FDA” shall mean the United States Food and Drug
Administration, or any successor agency thereto.


1.8          “Field of Use” shall mean all diagnostic and therapeutic
uses, including human and veterinary diseases.


1.9          “First Commercial Sale” shall mean, with respect to any
Product, the first sale or other transfer of such Product by Allos, its
Affiliate(s) or Permitted Sublicensee(s) to an unaffiliated customer for
resale, use or consumption and not solely for evaluation or testing.


1.10        “IND”
means an Investigational New Drug Application filed with the FDA, or the
equivalent application or filing filed with any equivalent agency or
governmental authority outside the United States (including any supranational
agency such as in the EU) necessary to commence human clinical trials in such jurisdiction.


1.11        “Licensed IP”
shall mean the Licensed Patent Rights and Licensed Know How.



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1.12        “Licensed
Know-How” shall mean all technology, information and data, which is
not generally known including, but not limited to, formulae, procedures,
protocols, techniques and results of experimentation and testing, which are
necessary or useful for Allos to practice the Licensed Patent Rights to make,
use or sell Product in the Field of Use, in which Licensor has an ownership or
licensable interest as of the Effective Date and during the License Term.


1.13        “Licensed
Patent Rights” shall mean, except for US Patent No. 5,374,726,
entitled “Process for Preparing 10-Deazaaminopterins and 5,10- and 8,10-
Dideazaaminopterins from Pteroic Dicarboxylic Acid Diesters,” that relates to
the manufacture of PDX, all patents and patent applications owned or controlled
by Licensor as of the Effective Date that relate to the manufacture, use or
sale of PDX, including without limitation (a) all patent applications listed on
Exhibit A; (b) all patents that have
issued or in the future issue from the patent applications described in clause
(a), above, including utility, model and design patents and certificates of
invention; and, (c) all divisionals, continuations, continuations-in-part,
reissues, renewals, extensions or additions to any such patent applications and
patents set forth in clause (a) above; all to the extent and only to the extent
that Licensor has the right to grant licenses, immunities or other rights
thereunder.


1.14        “License Term”
shall have the meaning set forth in Section 3.1 hereof.


1.15        “NDA”
shall mean a New Drug Application filed with the FDA (as more fully defined in
21 C.F.R. 314.5 et seq.), or the equivalent application filed with any
equivalent agency or governmental authority outside the United States
(including any supra-national agency such as in the EU), the filing of which is
necessary to market and sell Products.


1.16        “Net Sales”
shall mean, with respect to any Product, the total amount invoiced by Allos,
its Affiliates or Permitted Sublicensees to each Third Party receiving Product,
less: (a) discounts, including cash and quantity discounts, charge-back
payments and rebates granted to managed health care organizations or to
federal, state and local governments, their agencies, purchasers and
reimbursers or to trade customers; (b) credits or allowances actually granted
upon claims, damaged goods, rejections or returns of such Products, including
recalls; (c) freight, postage, shipping, transportation and insurance charges
actually allowed or paid for delivery of Products to the extent billed; (d)
sales (such as value-added tax or its equivalent) and excise taxes, other
consumption taxes, customs duties and compulsory payments to governmental
authorities and any other governmental charges imposed upon the importation,
use or sale of such Product (excluding any taxes paid on the income from such
sales).  Notwithstanding the foregoing,
amounts received by Allos, its



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Affiliates or Permitted Sublicensees for the sale of
Product among Allos, its Affiliates and Permitted Sublicensees for resale shall
not be included in the computation of Net Sales hereunder.


If Allos, its Affiliate or Permitted Sublicensee sells
a Product in the form of a combination product containing one or more active
ingredients in addition to Product, Net Sales for such combination product will
be calculated by multiplying actual Net Sales thereof by the fraction A/(A+B)
where A is the invoice price of the Product if sold separately, and B is the
total invoice price of the other active ingredient or ingredients in the
combination, if sold separately.  If, on
a country-by-country basis, the other active ingredient or ingredients in the
combination are not sold separately in said country, Net Sales shall be
calculated by multiplying actual Net Sales thereof by the fraction A/C where A
is the invoice price of the Product if sold separately, and C is the invoice
price of the combination product.  If, on
a country-by-country basis, the Product is not sold separately in said country,
Net Sales shall be determined by the parties in good faith on the basis of the
fair market value of the Product.


1.17        “Person”
shall mean an individual, corporation, limited liability corporation,
partnership, trust, business trust, association, joint stock company, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization,
governmental authority or any other form of entity not specifically listed
herein.


1.18        “PDX”
shall mean 10-Propargyl-10-Deazaaminopterin [ * ].


1.19        “Phase I
Trial” shall mean a human clinical trial that satisfies the
requirements for a Phase 1 study as defined in 21 C.F.R. Part 312.21(a) (or its
successor regulation).


1.20        “Phase II
Trial” shall mean a human clinical trial that satisfies the
requirements for a Phase 2 study as defined in 21 C.F.R. Part 312.21(b) (or its
successor regulation).


1.21        “Phase III
Trial” shall mean a human clinical trial that satisfies the
requirements for a Phase 3 study as defined in 21 C.F.R. Part 312.21(c) (or its
successor regulation).


1.22        “Product”
shall mean any formulation of PDX.


1.23        “Product Data
Package” shall mean the following information and data directly
related to PDX in the possession or control of Licensor as of the Effective
Date: (a) all regulatory documents filed and maintained in connection with PDX;
(b) pre-clinical and clinical development protocols, data, and reports; (c)
manufacturing development technical reports; (d) toxicology reports; and
(e) such other information and data specifically identified in Exhibit C attached hereto.



 4
 









1.24        “Sublicense
Revenue” shall mean any and all revenues received by Allos from a
Third Party as consideration for the grant of a sublicense to the rights
granted to Allos by Licensor under Section 2.1, excluding sums received: (a) as
royalties; (b) for the purchase of an equity interest in Allos at fair market
value, specifically excluding any premium to the then-current share price paid
by the sublicensee, which premium shall count towards Sublicense Revenue; (c)
for research and development work performed by or on behalf of Allos as
demonstrated by actual expense incurred by Allos; (d) for purchase of a supply
of Product; (e) for repayment of any loans, credit or credit line extended by
Allos to a Permitted Sublicensee; (e) in the form of a loan, as credit or
pursuant to a credit line to Allos.


1.25        “Territory”
shall mean worldwide.


1.26        “Third Party”
shall mean any Person other than Licensor and Allos, and an Affiliate of either
Licensor or Allos.


1.27        “Valid Patent
Claim” shall mean either (a) a claim of an issued and unexpired
patent covering the Licensed Patent Rights, which has not been held permanently
revoked, unenforceable or invalid by a decision of a court or other
governmental agency of competent jurisdiction, unappealable or unappealed
within the time allowed for appeal, and which has not been admitted to be
invalid or unenforceable through reissue or disclaimer or otherwise or (b) a
claim of a pending patent application included within the Licensed Patent
Rights, which claim was filed in good faith and has not been abandoned or
finally disallowed without the possibility of appeal or refiling of such
application.


2.             LICENSE GRANT,
TRANSFER OF TECHNOLOGY, FUTURE RESEARCH AND DEVELOPMENT


2.1          License Grant to Allos.  Licensor hereby grants to Allos an exclusive
royalty-bearing license (with the right to grant sublicenses in accordance with
Section 2.2) under the Licensed IP to make, have made, use, sell and import
Products in the Field of Use in the Territory.


2.2          Sublicenses.  Allos shall not grant sublicenses under the
license grant of Section 2.1 to any Third Party without the prior express
written consent of Licensor, which consent shall not be unreasonably withheld,
conditioned or delayed (each a “Sublicense”).  Allos shall deliver a copy of each Sublicense
under this Agreement to Licensor promptly after execution thereof.  Each sublicense permitted under this Section
2.2 shall be subject to the terms and conditions of this Agreement (other than
remuneration to be received by Allos, the terms of which can be different from
this Agreement) and shall provide that the sublicensee (each a “Permitted Sublicensee”) shall not have the right to grant
further sublicenses



 5
 









thereunder. 
Allos shall be responsible for reporting to Licensor, and paying to
Licensor, sublicense fees and royalties based on all Products sold by each
Permitted Sublicensee, as set forth in Paragraph 3.1 below.  Notwithstanding the provisions of this
Section 2.2, Allos shall be permitted, without the prior written consent of
Licensor, to grant sublicenses (without the right to grant further sublicenses)
to (a) its Affiliates for any purpose, (b) Third Parties for purposes of
manufacturing the Product for eventual sale by Allos, its Affilates and
Permitted Sublicensees, (c) Third Parties for the purpose of marketing approved
Product, and (d) Third Parties for the purposes of co-marketing/co-promotion in
which Allos retains [ * ] or more of the co-marketing/co-promotion rights.


2.3          Reservation of Certain
Rights.  Notwithstanding the
foregoing, the license granted to Allos under this Agreement is subject to the
reservation of the right of Licensor (a) to practice the processes and methods
to use products and practice the claims of the Licensed Patent Rights or which
constitute Licensed Know-How solely for Licensor’s internal, non-commercial
research purposes, specifically excluding the right to make PDX for use in
clinical trials, and (b) certain rights in favor of the United States Government
pursuant to Title 35 United States Code Chapter 18 and the regulations
promulgated thereunder.


2.4          Option to New Technology.  If in the exercise of its rights reserved
under Section 2.3, Licensor develops, conceives or reduces to practice any invention,
discovery, use, process, method, composition, formula, technique, information
and data, whether or not patentable, that directly relates to the manufacture,
use or sale of PDX or impedes Allos’ ability to make, use and sell PDX (“New Technology”), Licensor shall disclose to Allos such New
Technology in reasonable written detail promptly after Licensor has notice of
its development.  Within thirty (30) days
after receiving such New Technology disclosure, Allos shall notify Licensor in
writing as to whether Allos desires to enter into negotiations to obtain an
exclusive license under the intellectual property rights associated with the
New Technology.  In such event, Allos and
Licensor shall negotiate in good faith for a period of up to [ * ] (the “Negotiation Period”) to enter into a definitive agreement on
mutually agreeable terms and conditions that are commercially reasonable and
appropriate for transactions similar in type and scope.  If Allos does not provide written notice to
Licensor within such thirty (30) day period of its election to negotiate such a
transaction, or if, after entering into such negotiations, the parties are
unable to enter into a definitive agreement for such transaction within the
Negotiation Period, Licensor shall be free to license such New Technology to a
Permitted Sublicensee; provided, however,
that the terms and conditions of any proposed transaction with a Permitted
Sublicensee may not be, when taken as a whole, more favorable to such Permitted
Sublicensee than were the terms and conditions in the most favorable offer



 6
 









made by Licensor to Allos
during the course of the parties’ negotiations for such a transaction.


2.5          Transfer
of Technology.


2.5.1       Within thirty (30) days
of the Effective Date, Licensor shall use reasonable efforts to transfer to
Allos the Product Data Package and all other supporting regulatory,
manufacturing, pharmacology, toxicology and clinical information necessary for
further clinical development of PDX that is in Licensor’s possession and
control.  Allos shall co-operate with
Licensor in identifying specific data and information that it considers to be
part of the Product Data Package for PDX that is not listed in Exhibit C.  Specifically excluded from the Product Data
Package and Licensor’s technology transfer obligation is the clinical data
package for edatrexate (“EDX”), provided, however, that if requested by Allos the EDX data
would be provided under the payment terms of Section 2.6.2.  Any additional data and information that is
identified by the parties during the meetings contemplated in Section 2.6.1
below shall be transferred to Allos by Licensor as soon as practicable follow
such meetings.


2.5.2       As soon as practicable
after the Effective Date, but within no more than forty-five (45) days, SKI
will transfer to Allos [ * ] of PDX (such quantity of PDX to be used by Allos
at Allos’ sole discretion, but not for human use).


2.5.3       On or before January
31, 2003, or some other time frame to be mutually agreed upon by SKI and Allos,
SKI also agrees to transfer to Allos, subject to FDA approval, sponsorship and
ownership of the current IND held by SKI, under which ongoing Phase I Trials
and Phase II Trials of PDX are being conducted by SKI, and SKI shall take all
actions, and deliver such documents, as are reasonably necessary to transfer
sponsorship of and title in such IND to Allos.


2.6          Technical Assistance.


2.6.1       In addition to the
provisions set forth in Section 2.5 above, during the [ * ] period following
the Effective Date (the “Technical Assistance
Period”), Licensor agrees to provide technical assistance to Allos,
at no charge to Allos, as follows: (a) SKI shall participate in a face-to-face
meeting between Allos’ PDX development team and SKI’s technical personnel that
have been involved with the pre-clinical and clinical development of PDX, such
meeting to take place at SKI’s facility at a mutually convenient time for the
parties; and (b) SoRI agrees to participate



 7
 









in a meeting between
Allos, Allos’ Third Party contract manufacturer, and SoRI’s technical personnel
that have been involved in the development of manufacturing processes for PDX,
at a time and place mutually convenient to Allos and SoRI.  Allos shall be responsible for any
out-of-pocket travel and other expenses it incurs to participate in such
meetings.  In addition, following such
meeting(s), and for the longer of: (y) thirty (30) days; or (z) the remainder
of the Technical Assistance Period, Licensor shall allow reasonable access to
Licensor’s relevant technical personnel to address inquiries from Allos and to
complete an effective transition of the Licensed IP.


2.6.2       Following the Technical
Assistance Period, during the term of this Agreement, upon reasonable notice
and during normal business hours, Licensor shall (a) provide such technical
assistance regarding the Licensed IP as Allos reasonably requests to conduct
its activities contemplated by this Agreement; and (b) make available to Allos
such technical personnel of Licensor as reasonably necessary to provide the
foregoing technical assistance.  Allos
shall pay Licensor its standard research costs for any such technical
assistance together with all reasonable out-of-pocket travel and other expenses
incurred by Licensor in providing such technical assistance.  Licensor shall seek Allos’ written approval
in advance of any travel or other significant out of pocket expenses.  At the request of Allos, Licensor shall
provide Allos with estimates of the anticipated costs of any requested
technical assistance prior to undertaking such technical assistance.


2.6.3       Except for commercial
manufacturing, Allos shall give Licensor first consideration to provide any
technical assistance, and to provide any contract research or development
services to Allos, regarding the research and development of potential and
actual Products; provided that Licensor has the capability to provide such
technical assistance and/or contract research or development services and the
resources to accomplish Allos’ objectives, and can offer pricing that is
competitive with any Third Party options.


2.7          Development Plan.  Within [ * ] of the Effective Date, Allos
shall prepare and submit to Licensor an initial Clinical Development Plan for
PDX to be attached hereto as Exhibit B.


2.8          Clinical
Trials.


2.8.1       Sponsorship of On-Going
Trials.  Upon transfer of the IND to
Allos, with regard to such ongoing clinical trials initiated by SKI prior to
the Effective Date, Allos shall support each of such trial(s) under Allos’ IND
pursuant to a separate clinical trial agreement to



 8
 









be negotiated between SKI
and Allos (“Allos/SKI Trials”) in accordance
with Section 2.8.2.


2.8.2       Allos/SKI Trials.  Any clinical trial agreement covering
Allos/SKI Trials shall grant to Allos all rights customary in such agreements,
and shall require Allos to support each such trial on a per patient cost basis
to be mutually agreed upon by SKI and Allos. 
Such per patient costs shall cover only those costs accrued after the
Effective Date.  SKI shall provide the
study drug PDX formulated for use in Allos/SKI Trials until such time Allos is
in a position to provide formulated study drug for the conduct of Allos/SKI
Trials, or until the SKI inventory of PDX is exhausted.


2.8.3       SKI Trials.  SKI may propose to Allos additional clinical
trials involving PDX, which Allos, at its sole discretion, may allow under the
Allos IND but for which Allos shall have no financial obligation (“SKI Trials”).  SKI
Trials shall be fully funded by SKI. 
Allos shall have no obligations with regard to SKI Trials except its
regulatory reporting obligations under the Allos IND.  SKI shall provide Allos with copies of such
data and results as necessary to allow Allos to comply with any applicable
regulatory requirements with respect to the IND transferred to Allos pursuant
to Section 2.5.3.  SKI shall provide
formulated study drug for SKI Trials at its expense.  SKI shall have the right to publish the
results of SKI Trials, subject to Section 7.4. 
Notwithstanding the above, SKI may not conduct any SKI Trials after the
Effective Date without the prior written approval of Allos.  Any proposal from SKI to Allos for SKI Trials
shall be discussed by the JAC as to the merits of the proposed trial and its
suitability in terms of Allos’ overall registration strategy for PDX.  The JAC shall advise Allos as to whether such
SKI Trials should be permitted under the Allos IND however, permission to
initiate such a trial shall be at the sole discretion of Allos.  In the event Allos decides to withhold its
permission to conduct the trial proposed by SKI, in the spirit of
collaboration, Allos agrees to inform SKI of the factors impacting its decision
and consider in good faith any rebuttals that SKI may make with regard to such
factors and review its decision accordingly.


2.8.4       Future Proposed Trials.  After transfer of the IND, Allos may choose
to conduct clinical trials of PDX under its sponsorship and at its expense
using its supplies of study drug (“Allos Trials”).  SKI may also propose to Allos additional
clinical trials involving PDX, which Allos, at its discretion, may elect to
sponsor as an Allos Trial pursuant to a clinical trial agreement to be
negotiated between the parties. 
Notwithstanding the foregoing, Allos agrees (a) [ * ], and (b) [ * ].



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2.9          Disclosure of Licensor
Patents.  With the exception of US
Patent No. 5,374,726, entitled “Process for Preparing 10-Deazaaminopterins and
5,10 and 8,10-Dideazaaminopterins from Pteroic Dicarboxylic Acid Diesters,”
that relates to the manufacture of PDX, Licensor represent that as of the
Effective Date Licensor owns or controls no other patents claiming composition,
methods of use, or methods of manufacture of PDX other than the Licensed Patent
Rights.


2.10        Abandonment of Patent.  Licensor hereby represents that, as soon as
practicable, on or after the Effective Date, Licensor shall abandon and put
into the public domain US Patent No. 5,374,726, entitled “Process for Preparing
10-Deazaaminopterins and 5,10- and 8,10-Dideazaaminopterins from Pteroic
Dicarboxylic Acid Diesters.”


3.             FEES,
ROYALTIES AND MILESTONE PAYMENTS


3.1          Royalties
and Sublicense Fees.


3.1.1       As consideration for
the rights granted to Allos herein, during the License Term (as defined below),
Allos shall pay to Licensor the following royalties on annual Net Sales of
Products sold by or on behalf of Allos, its Affiliates and Permitted
Sublicensees: [ * ].


For purposes of this Agreement, the “License Term” shall mean, on a country-by-country basis, the
longer of (a) the period of time until the last to expire patent in the
Licensed Patent Rights in any country in the Territory or (b) [ * ] from the
First Commercial Sale in the respective country; provided,
however, that in the event that the last to expire patent in the
Licensed Patent Rights expires prior to the [ * ] anniversary of the First
Commercial Sale in the respective country, Allos shall pay to Licensor the
amounts set forth in Section 3.1.1 until the [ * ] anniversary of the First
Commercial Sale as compensation for (i) Allos’ rights to use the Licensed
Know-How and (ii) in lieu of payment of any annual minimum royalties during the
period of this Agreement prior to the First Commercial Sale.


3.1.2       If, during the License
Term, Allos deems it necessary to seek or obtain a license from any Third Party
in order to develop and commercialize Product, Allos shall be entitled to
offset against royalties otherwise due to Licensor under Section 3.1.1 above an
amount equal to [ * ] of any royalties or other fees paid by Allos to such
Third Party under such license; provided, however,
in no event shall such deduction reduce the royalties otherwise payable to
Licensor during any calendar year by more than [ * ].



 10
 









3.1.3       As consideration for
the right to grant Sublicenses pursuant to section 2.2 herein, in addition to
the royalties set forth in Section 3.1.1 and payments set forth in Sections 3.2
and 3.3, Allos shall pay to Licensor the following sublicense fees for the
duration of the License Term: (i) [ * ] of all Sublicense Revenue, received
from Permitted Sublicensees in the event the Sublicense is entered into prior
to or on the [ * ] anniversary of the Effective Date, (ii) [ * ] of all
Sublicense Revenue, received from Permitted Sublicensees in the event the
Sublicense is entered into after the [ * ] anniversary of the Effective Date
but prior to or on the [ * ] anniversary of the Effective Date, and (iii) [ * ]
of all Sublicense Revenue, received from Permitted Sublicensees in the event
the Sublicense is entered into after the [ * ] anniversary of the Effective
Date.


3.2          License Fee.  Allos shall pay to Licensor a license fee of
two million dollars ($2,000,000) upon the Effective Date (“License Fee”).


3.3          Milestone Payments.  Allos shall pay to Licensor the following
one-time milestone payments within [ * ] of the date of achieving each
milestone:


	
  Milestone

  	
   

  	
  Amount

  	
   

  
	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  



 


Each milestone payment set forth in this Section 3.3
shall be payable by Allos only once; provided, however,
in the event that [ * ].


3.4          Payments are
Non-refundable.  All payments made to
Licensor under this Article 3 are non-refundable.  Failure to make the milestone payments set
forth in Section 3.3 shall be deemed a material breach of this Agreement.


4.             ROYALTY
REPORTS AND ACCOUNTING


4.1          Reports, Exchange Rates.  During the term of this Agreement following
the First Commercial Sale of a Product, Allos shall furnish to Licensor a
quarterly written report showing in reasonably specific detail, on a
country-by-country basis (a) the gross sales of each Product sold by Allos, its
Affiliates and its Permitted Sublicensees in the Territory during the reporting
period and the calculation of the Net Sales from such gross sales; (b) the
royalties and sublicense fees payable in United States dollars, if any, which
shall have accrued hereunder based upon the Net Sales of each Product; (c) the
withholding taxes, if any, required by law to be deducted in respect of such
sales; and (d) for the last quarter of each calendar year, the aggregate
royalties and sublicense fees accrued on the Net Sales during such calendar year.  With respect to sales of Products invoiced in



 11
 









United States dollars,
the gross sales, the Net Sales, and royalties and sublicense fees payable shall
be expressed in United States dollars. 
With respect to sales of Products invoiced in a currency other than
United States dollars, the gross sales, the Net Sales and royalties and
sublicense fees payable shall be expressed in the domestic currency of the
party making the sale together with the United States dollar equivalent of the
royalty payable, calculated using the average closing buying rate for such
currency quoted in the continental terms method of quoting exchange rates
(local currency per US$1) by Bank of America NT&SA in London, England on
each of the last business day of each month in the quarter prior to the date of
payment.  Reports shall be due on the
thirtieth (30th) day following the close of each quarter and payment shall be
due on the date of such report.  Allos
shall keep complete and accurate records in sufficient detail to properly
reflect all gross sales and the Net Sales and to enable the royalties and
sublicense fees payable hereunder to be determined.  Allos shall be responsible for reporting to
Licensor regarding all Products sold by Affiliates and Permitted Sublicensees
and for paying to Licensor the payments due pursuant to Article 3 hereof.


4.2          Audits.


4.2.1       Upon the written
request of Licensor, and not more than once in each calendar year, Allos shall
permit an independent certified public accounting firm of nationally recognized
standing, selected by Licensor and reasonably acceptable to Allos, at Licensor’s
expense, to have access during normal business hours to such of the records of
Allos as may be reasonably necessary to verify the accuracy of the royalty
reports hereunder for any year ending not more than thirty-six (36) months
prior to the date of such request.  The
accounting firm shall disclose to Licensor only whether the records are correct
or not and the specific details concerning any discrepancies.  No other information shall be shared.


4.2.2       If such accounting firm
concludes that additional royalties and sublicense fees were owed during such
period, Allos shall pay the additional royalties and sublicense fees within
thirty (30) days of the date Licensor delivers to Allos such accounting firm’s
written report so concluding.  The fees
charged by such accounting firm shall be paid by Licensor; provided,
however, if the audit discloses that the royalties and sublicense
fees payable by Allos for the audited period are more than [ * ]
of the royalties and sublicense fees actually paid for such period, then Allos
shall pay the reasonable fees and expenses charged by such accounting firm.


4.2.3       Allos shall include in
each Sublicense granted by it pursuant to this Agreement a provision requiring
the Permitted Sublicensee to make reports to Allos, to keep and maintain
records of sales made



 12
 









pursuant to such
Sublicense and to grant access to such records by an independent certified
public accounting firm of nationally recognized standing to the same extent
required of Allos under this Agreement. 
Upon the expiration of thirty-six (36) months following the end of any
year, the calculation of royalties and sublicense fees payable with respect to
such year shall be binding and conclusive upon Licensor, Allos, and its
Affiliates and Permitted Sublicensees.


4.2.4       The provisions of this
Section 4.2 shall survive the termination or expiration of this Agreement for a
period of three (3) years following the last sale of Product by Allos, its Affiliates
and Permitted Sublicensees.


4.3          Confidential Financial
Information.  Licensor shall treat
all financial information subject to review under this article or under any
sublicense agreement as confidential, and shall cause its accounting firm to
retain all such financial information in confidence.


4.4          Survival.  Except as otherwise provided in this Section
4, the provisions of this Article 4 shall survive the expiration and
termination of this Agreement for a period of one calendar year following the last
sale of Product by Allos, its Affiliates or Permitted Sublicensees.


5.             PAYMENTS


5.1          Payment Terms.  Royalties and sublicense fees payable to
Licensor hereunder shall be due and payable thirty (30) days after the end of
each calendar quarter and shall be accompanied by a report as set forth in
Article 4.  Payment of royalties and
sublicense fees in whole or in part may be made in advance of such due date.


5.2          Payment Method.  All payments by Allos under this Agreement
shall be paid in United States dollars, and all such payments shall be
originated from a United States bank located in the United States and made by
bank wire transfer in immediately available funds to such account as Licensor
shall designate before such payment is due. 
Allos shall pay the full amount of the License Fee due pursuant to
Section 3.2 directly to SKI.  All other
payments due under Article 3 shall be paid by Allos to each of SKI, SRI, and
SoRI in the following ratio at the addresses set forth in Section 14.1: SKI
shall receive [ * ] of any amount due to
Licensor; SRI shall receive [ * ] of any
amount due to Licensor and SoRI shall receive [ * ]
of any amount due to Licensor.


5.3          Exchange Control.  If at any time legal restrictions prevent the
prompt remittance of part or all royalties and sublicense fees with respect to
any country in the Territory where the Product is sold, payment shall be made



 13
 









through such lawful means
or methods, as Licensor reasonably shall determine.


5.4          Withholding Taxes.  All royalty payments and sublicense fees
owing from Allos to Licensor under this Agreement are net amounts, and shall be
grossed-up to account for any amounts required to be withheld by Allos under
applicable law, rule or regulation as payment for taxes applicable to such
royalty payments and sublicense fees, other than for United States income taxes
of Licensor.  If Allos is required by
law, rule or regulation to withhold and pay on behalf of Licensor taxes from
any royalty payments or sublicense fees due Licensor hereunder, Licensor shall
cooperate with Allos and shall execute and deliver such documents and take such
other actions as Allos may reasonably request, for the purpose of (a) obtaining
an exemption from the tax withholding requirements of the applicable country,
(b) obtaining a refund of any taxes actually paid by Allos on Licensor’s behalf
to the applicable taxing authority pursuant to said tax withholding
requirements, and (c) otherwise seeking to lawfully mitigate the amount of
taxes required to be withheld from any payments due to Licensor, pursuant to
the applicable tax law.  If Licensor is
able to obtain a refund or credit attributable to any part of the taxes paid on
behalf of Licensor by Allos pursuant to this section, Licensor shall pay the
amount of such refund to Allos within thirty (30) days of obtaining such amount
or credit.


5.5          Survival.  The provisions of this Article 5 shall
survive the expiration and termination of this Agreement for a period of one
(1) calendar year following the last sale of Product by Allos, its Affiliates
and Permitted Sublicensees.


6.             DILIGENCE
OBLIGATIONS


6.1          Research and Development
Efforts.  Allos shall use its
Commercially Reasonable Efforts to research, develop and conduct such research,
preclinical development and human clinical trials as necessary or desirable to
obtain regulatory approvals to manufacture and market, and to obtain necessary
approval to commence marketing and market Product in such countries as Allos
determines are commercially feasible. 
Except as otherwise set forth in this Agreement, Allos, at its sole
expense, shall fund the costs of all research, preclinical development and
clinical trials, regulatory approval and commercialization of the Products.


6.2          Records.  The parties shall maintain records, in
sufficient detail and in good scientific manner appropriate for patent and
regulatory submission purposes, which shall reflect all work done and results
achieved in the performance of its research and development regarding the
Licensed Patent Rights (including all data in the form required under all
applicable laws and regulations).



 14















6.3          Reports.  Within sixty (60) days following the end of
each calendar year during the term of this Agreement, Allos and Licensor shall
prepare and deliver to the other party a written summary annual report which
shall describe, in reasonably sufficient detail, as applicable to the
activities being conducted by the relevant party (a) the research performed to
date employing the Licensed Patent Rights and Licensed Know-How, (b) the
progress of the development and testing of Products in clinical trials, and (c)
the status of obtaining the necessary approvals to market Products.  Licensor and Allos shall meet annually at
Allos’ offices to discuss the report and the general progress of Products to
market.  In addition, Allos shall provide
Licensor with written notice of all regulatory filings and copies of
submissions prior to the date of such submissions, and written notice of all
approvals obtained promptly after obtaining such approvals.


6.4          Reversion of Certain
Rights.  Allos agrees that during the
term of the Agreement it shall diligently develop and commercialize at least
one Product in the United States, in one or more countries of the EU, and in
Japan.  For the purposes of this Section
6.4, “diligent development” shall mean the demonstration of continuing efforts
by Allos, its Affiliates or its Permitted Sublicensee to achieve the objectives
set forth in the Clinical Development Plan, and “diligent commercialization”
shall mean the marketing of Product to oncologists by Allos, its Affiliates or
its Permitted Sublicensee’s or marketing partner’s sales force, once regulatory
approval has been obtained for the applicable territory.  If Allos elects not to develop or
commercialize at least one Product in the United States, in one or more
countries of the EU and in Japan, Allos shall inform Licensor of its decision
and the license granted to Allos under this Agreement shall terminate, only in
such Territory (the United States, the EU or Japan) as Allos has elected not to
develop and commercialize at least one Product. 
If Licensor believes that Allos is not diligently developing or
commercializing Product in a particular territory, Licensor shall so inform
Allos in writing, including a description of the basis for Licensor’s
belief.  If Allos disputes Licensor’s determination
that a diligence failure has occurred, such dispute shall be resolved pursuant
to Article 13.  Upon the finding by the
Arbitrator (as defined in Article 13) that a diligence failure has occurred,
Allos shall have a sixty (60) day period after such Arbitrator ruling within
which to submit to Licensor a specific, objectively reasonable, written plan
designed to meet Allos’ diligence obligations as promptly as practicable using
Commercially Reasonable Efforts.  Each
plan required pursuant to this Section 6.4 (each, a “Remedial
Plan”) shall be subject to (i) Licensor’s written approval, such
approval not to be unreasonably withheld, conditioned or delayed, and (ii) the
Arbitrator’s approval.  Allos shall have
six (6) months to demonstrate to Licensor’s satisfaction Allos’ compliance with
the Remedial Plan, failure of which shall result in the reversion to Licensor
of the license granted pursuant to Section 2.1 for the particular
territory.  If Allos grants a Sublicense
under the provisions of Article 2.2 within the United States or the EU, the



 15
 









Sublicense agreement
shall contain development and commercialization diligence obligations for
activities within such territory in compliance with this Section 6.4.


6.5          Joint Advisory Committee.  For the purpose of expediting the exchange of
information between the parties to foster the successful development of
Products, Allos shall form a joint advisory committee (“JAC”)
consisting of representatives from each of SRI, SKI, SoRI and Allos.  The selection of the representatives from the
parties will be at the discretion of each of the respective parties, but should
include qualified technical and business development staff The JAC shall meet
twice annually at a location to be determined by the Parties, and more often as
mutually agreed by the Parties.  Each
party shall be responsible for any out-of-pocket travel and other expenses its
representatives incur to participate in JAC meetings.


7.             CONFIDENTIALITY


7.1          Confidential Information.  During the term of this Agreement, and for a
period of five (5) years following the expiration or earlier termination
hereof, each party shall exercise reasonable care to maintain in confidence all
information of the other party (including samples) disclosed by the other party
and identified as, or acknowledged to be, confidential (“Confidential
Information”), and shall not use, disclose or grant the use of the
Confidential Information except on a need-to-know basis to those directors,
officers, employees, agents, Permitted Sublicensees and permitted assignees, to
the extent such disclosure is reasonably necessary in connection with such
party’s activities as expressly authorized by this Agreement.  To the extent that disclosure is authorized
by this Agreement, prior to disclosure, each party hereto shall obtain the
written agreement of any such Person, who is not otherwise bound by fiduciary
obligations to such party, to hold in confidence and not make use of the
Confidential Information for any purpose other than those permitted by this
Agreement.  Each party shall notify the
other promptly upon discovery of any unauthorized use or disclosure of the
other party’s Confidential Information.


7.2          Permitted Disclosures.  The nonuse and nondisclosure obligations
contained in this article shall not apply to the extent that any receiving
party (“Recipient”) can demonstrate that: (a)
the information was public knowledge at the time of such disclosure by
Recipient, or thereafter became public knowledge, other than as a result of
acts attributable to Recipient in violation hereof; (b) the information was
rightfully known by Recipient (as shown by its written records) prior to the
date of disclosure to Recipient by the other party hereunder; (c) the
information was disclosed to Recipient on an unrestricted basis from a Third
Party not under a duty of confidentiality to the other party; or (d) the
information was independently developed by employees or agents of Recipient
without



 16
 









access to the Confidential
Information of the other party. 
Notwithstanding the foregoing, Recipient may (x) disclose information by
law, order or regulation of a governmental agency or a court of competent
jurisdiction; (y) disclose information to any governmental agency for purposes
of obtaining approval to test or market a Product; or (c) disclose information
as necessary to file or prosecute patent applications and prosecute or defend
litigation; provided in each case that Recipient
shall provide written notice thereof to the other party and sufficient
opportunity to object, time permitting, to any such disclosure or to request
confidential treatment thereof.


7.3          No Use of Name.  Except as otherwise required by applicable
law, regulation or order of a governmental agency or court of competent
jurisdiction, neither party shall use the name of the other party or the other
party’s directors, officers or employees in any advertising, news release or
other publication, without the prior express written consent of the other
party.  Notwithstanding the above,
Licensor acknowledges the importance of, and agrees to cooperate with Allos, in
the issuance of a press release upon execution of this Agreement.


7.4          Publication Rights.  Licensor shall be free to use the results of
activities conducted in connection with the exercise of its reserved rights set
forth in Section 2.3 for its own non-commercial teaching, research,
educational, clinical and publication purposes so long as such use does not
violate this Article 7.  Licensor agrees
to submit to Allos for its review and comment, a copy of any proposed
publication resulting from such activities at least 

[ * ] prior to the estimated date of publication, and if no response is
received within [ * ] of the date submitted to
Allos, it will be conclusively presumed that the publication may proceed
without delay.  If Allos feels that the
conclusions are not supported by the data or that there are factual errors in
the proposed publication, then the JAC shall meet to make a good faith attempt
to resolve such issues, and at Allos’ request Licensor shall delay publication
for an additional [ * ] to allow
such discussion.  If Allos determines
that the proposed publication contains patentable subject matter that requires
protection, Allos may refer such subject matter to the JAC for review.  If the JAC concurs with Allos’ determination,
Licensor shall delay the publication for a period of time for Licensor to
pursue patent protection pursuant to Article 8.


8.             IP
OWNERSHIP; PATENTS


8.1          Allos Improvements.  Allos shall solely own all Allos Improvements
developed, made or conceived of during the course of this Agreement solely by
employees or contractors of Allos, and all intellectual property rights
therein, including any patent rights claiming the Allos Improvements.  Allos shall control the filing, prosecution
and maintenance of patents claiming any Allos Improvements at its own cost and
using



 17
 









counsel of its choice and
in such countries as Allos determines is appropriate.


8.2          Filing, Prosecution, and
Maintenance.  Licensor shall have the
sole authority and control over the filing, prosecution and maintenance of the
Licensed Patent Rights; provided, however,
that Licensor shall consult with Allos on overall patent strategy.  In addition, Licensor’s patent counsel shall
keep Allos advised as to the status of the Licensed Patent Rights by providing
Allos, in a timely manner at least thirty (30) days prior to their due date,
with copies of all official documents and correspondence relating to the
prosecution, maintenance, and validity of the Licensed Patent Rights.  Allos shall have fifteen (15) days to review
and comment on such documents and correspondence prior to the filing of said
documents and correspondence and Licensor shall give good faith consideration
to any comments provided by Allos. 
Licensor shall diligently conduct such prosecution and maintenance of
the Licensed Patent Rights and shall not abandon any patent under prosecution,
or discontinue any maintenance obligation for issued patents, in each case
within the Licensed Patent Rights, without first notifying Allos at least sixty
(60) days prior to any bar date, of Licensor’s intention and reason therefore,
and providing Allos with reasonable opportunity to assume responsibility and
control of the prosecution and maintenance of such patent applications and
patents.  Notwithstanding the above,
failure to strictly adhere to the timelines for notification under this Article
8.2 shall not constitute a material breach of this Agreement.


8.3          Costs.  Allos shall reimburse Licensor for all patent
costs incurred by Licensor prior to the Effective Date, as evidenced by written
documentation, up to a maximum amount of [ * ], such
payment to be made within thirty (30) days of receipt by Allos of such
documentation.  Allos shall pay all costs
of filing, prosecuting and maintaining the Licensed Patent Rights necessary for
Products incurred after the Effective Date.


Allos shall have the right to discontinue financial
support as provided in Article 8.4.


8.4          Assumption of Patent
Costs by Licensor.  If Allos informs
Licensor of its intention to discontinue financial support of any patent or
patent application within the Licensed Patent Rights necessary for Products,
Licensor shall be entitled to reassume financial responsibility therefore.  In the event Licensor continues to prosecute
or maintain the patent or patent application in question, Allos’ right and
license under such patent or patent application shall be terminated; provided, however, that if Allos elects to discontinue
financial support for such patent or patent application, Licensor may also
elect to discontinue financial support for such patent or patent
application.  If any Major Country is
restricted from



 18
 









the Territory pursuant to
Section 6.4, Allos shall have no further obligations to provide financial
support for any patent or patent application effective within such Major
Country, and Licensor, at its discretion shall reassume financial
responsibility therefor.


8.5          Enforcement of Patent
Rights.  Each party promptly shall
notify the other party of any infringement known to it of the Licensed Patent
Rights and shall provide the other party with the available evidence, if any,
of such infringement.  Allos, at its sole
expense, shall have the right (but not the obligation) to determine the
appropriate course of action to enforce the Licensed Patent Rights or otherwise
abate the infringement thereof, to take (or refrain from taking) appropriate
action to enforce the Licensed Patent Rights, to control any litigation or
other enforcement action and to enter into, or permit, the settlement of any
such litigation or other enforcement action with respect to the Licensed Patent
Rights, and shall consider, in good faith, the interests of Licensor in so
doing.  Within ninety (90) days after
notice of a substantial and continuing infringement of the Licensed Patent
Rights, Allos shall notify Licensor whether or not Allos intends to take action
against the alleged infringer.  If Allos
notifies Licensor that it does not intend to take action, or if within one
hundred eighty (180) days after receipt of notice Allos does not abate such
infringement or file suit to enforce the Licensed Patent Rights against each
infringing party, Licensor shall have the right to take whatever action it
deems appropriate to enforce the Licensed Patent Rights, including bringing and
controlling at its own expense a legal action in which, if legally necessary,
Allos may be a named plaintiff.  The
party controlling any such enforcement action shall not settle the action or
otherwise consent to a judgment in such action that results in any grant to the
third party of rights under the Licensed Patent Rights, without the prior
written consent of the non-controlling party which consent shall not be
unreasonably withheld.  All monies
recovered upon the final judgment or settlement of any such suit to enforce the
Licensed Patent Rights shall, after payment of expenses, be retained by the
party controlling the enforcement.  Each
party shall reasonably cooperate with the other party in the planning and execution
of any action to enforce the Licensed Patent Rights; provided,
however, each party shall be reimbursed for reasonable expenses,
including legal fees, for such cooperation.


8.6          Infringement Actions by
Third Parties.  Allos shall promptly
notify Licensor in writing of any allegation by a Third Party that the activity
of Allos or its Affiliates, Permitted Sublicensees or customers pursuant to
this Agreement infringes or may infringe the patent rights of such Third Party,
where the alleged infringing process, method or composition is claimed under a
Valid Patent Claim.  Allos shall have the
right, in its sole discretion, to control the defense of such suit at its own
expense, in which event Licensor shall have the right to be represented by
advisory counsel of its own selection at its own expense, shall cooperate fully
in the defense



 19
 









of such suit, and shall
furnish to Allos all evidence and assistance in its control.  Allos may not settle the suit or otherwise
consent to an adverse judgment in such suit that diminishes the rights or
interests of Licensor or imposes additional obligations on Licensor, without
the express written consent of Licensor. 
Any judgments, settlements or damages payable with respect to legal
proceedings covered by this article shall be paid by Allos.


8.7          Patent Markings.  Allos, its Affiliates and Permitted
Sublicensees shall mark each Product sold by them with the appropriate marking,
giving notice to the public that such Product is patented, by fixing thereon
either the word “patent” or the abbreviation “pat”, together with the number of
such issued patent of the Licensed Patent Rights.  Licensor shall keep Allos informed of all
applicable patent markings, and upon request by Allos, shall inform Allos
whether a patent marking is required for a specific Product.


8.8          Licensor Covenant.  Licensor agrees that Licensor shall not, for
the duration of this Agreement, enter into any agreement with any Third Party
to license any rights held by Licensor with respect to US Patent No. [ * ], entitled [ * ] in a
field of use that includes [ * ].


9.             TERM
AND TERMINATION


9.1          Expiration.  Subject to the provisions of this article,
this Agreement shall expire on a country-by-country basis on the expiration of
the License Term.


9.2          Termination by Allos.  Allos may terminate this Agreement, in its
sole discretion, upon thirty (30) days prior written notice to Licensor.


9.3          Termination for Failure
to Transfer IND.  If the IND is not
transferred to Allos within one (1) month after the Effective Date and such
failure is not due to a delay by the FDA directly or indirectly caused by
Licensor or Allos, such failure to timely transfer the IND shall be deemed a
material breach of this Agreement, pursuant to which Allos may terminate this
Agreement by providing written notice to Licensor as provided in Article
9.4(a).  If Licensor has not cured the
breach within ninety (90) days, Allos shall so notify Licensor (each of SKI,
SRI, and SoRI), and within five (5) days of receipt of such notice, Licensor
shall return the License Fee to Allos. 
Within thirty (30) days of its notice to Licensor of its failure to cure
the breach under this Section 9.3, Allos shall return to the Licensor the
Product Data Package, any remaining PDX material, and any other documentation
or materials received from Licensor as of the effective date of such
termination.


9.4          Termination for Cause.  Except as otherwise provided in Article 12
below regarding force majeure, either party may terminate this



 20
 









Agreement: (a) upon or
after the breach of any material provision of this Agreement by the other party
if the other party has not cured such breach within ninety (90) days after
receipt of written notice thereof by the nonbreaching party; or (b) if the
other party voluntarily commences any action or seeks any relief regarding its
liquidation, reorganization, dissolution or similar act or under any
bankruptcy, insolvency or similar law; or (c) if a proceeding is commenced or
an order, judgment or decree is entered seeking the liquidation, reorganization,
dissolution or similar act or any other relief under any bankruptcy, insolvency
or similar law against the other party, without its consent, which continues
undismissed or unstayed for a period of sixty (60) days.


9.5          Effect of Expiration or
Termination.  Expiration or
termination of this Agreement shall not relieve the parties of any obligation
accruing prior to such expiration or termination, and the provisions of
Articles 7, 8.4, 8.5, 9.5, 9.6, 10, 14.1, 14.2 and such other provisions by
their terms as set forth herein, shall survive the expiration or termination of
this Agreement.  Upon expiration of this
Agreement under Article 9.1, above, Allos shall have a fully-paid,
non-exclusive worldwide license (including the exclusive right to grant sublicenses)
under the Licensed Know-How, to make, have made, use, offer for sale, sell and
import Products.  Upon termination of
this Agreement by Allos under Article 9.2, above, or by Licensor under Article
9.4, above, the license granted to Allos under Article 2.1, herein, shall
terminate, subject to Article 9.6 and Licensor shall automatically have a
fully-paid, non-exclusive, worldwide license (including the right to grant
sublicenses) under the Allos Improvements, to make, have made, use, offer for
sale, sell and import Products.


9.6          Disposition of Products
on Hand Upon Termination.  Upon
termination of this Agreement by either party (a) Allos shall provide Licensor
with a written statement of the amount of inventory of all Products in process
of manufacture and in stock, and shall have the privilege of disposing of such
Products, but not more, for a period of one (1) year from the date of
termination, and (b) Allos shall pay royalties and sublicense fees at the rate
and at the time herein provided under Articles 3 and 4 hereof.  The provisions of Section 9.6(a) shall
survive the termination of this Agreement for a period of one (1) year and the
provisions of Section 9.6(b) shall survive the termination of this Agreement
until all amounts owing to Licensor by Allos, its Affiliates and Permitted
Sublicensees have been paid.


9.7          Allos Data.  Notwithstanding anything to the contrary in
this Agreement, if this Agreement is terminated pursuant to the provisions of
Article 9.2 or by Licensor pursuant to 9.4, herein, upon Licensor’s request not
more than one hundred twenty (120) days after such termination, (a) within
ninety (90) days after such request, Allos shall provide Licensor with copies
of all data and information generated by Allos’ research and development



 21
 









activities, and all
regulatory submissions and approvals, if any, regarding actual or potential
Products; provided, however that if such
termination occurs after the initiation of a Phase II Trial, Licensor shall
reimburse Allos for its reasonable costs to assemble and provide the data to
Licensor, (b) Licensor shall have the right to use and reference all such data,
information and submissions without restriction, and (c) Allos shall execute
all such documents and instruments reasonably necessary to enable Licensor to
use and reference all such data, information and submissions.  ALLOS
MAKES NO REPRESENTATIONS AND WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED,
REGARDING SUCH DATA, INFORMATION AND SUBMISSIONS PROVIDED TO LICENSOR IN (A)
ABOVE, AND LICENSOR AGREES THAT ANY SUCH USE AND REFERENCE OF SUCH DATA,
INFORMATION AND SUBMISSIONS SHALL BE AT LICENSOR’S OWN RISK.


10.          INDEMNIFICATION
AND INSURANCE


10.1        Indemnification.


10.1.1     Allos shall indemnify,
defend and hold harmless Licensor, its directors, officers, employees and
agents from all losses, liabilities, damages and expenses (including reasonable
attorneys’ fees and costs) (collectively “Losses”) that
they may suffer as a result of any claims, demands, actions or other
proceedings (collectively, “Claims”) made
or instituted by any Affiliate, Permitted Sublicensee or Third Party against
any of them to the extent that such Claims arise or relate to: (a) a breach of
any of Allos’ representations and warranties set forth in Article 11; or (b)
the possession, research, development, manufacture, use, sale or administration
of Product by Allos, its Affiliates and Permitted Sublicensees; except to the
extent such Claims are based on (x) the gross negligence or intentional
misconduct of Licensor, (y) any defect in any PDX provided by Licensor to Allos
under this Agreement, or are Claims for which Licensor is obligated to
indemnify Allos pursuant to Section 10.1.2, 10.1.3 or 10.1.4.


10.1.2     SRI shall indemnify,
defend and hold harmless Allos, its directors, officers, employees and agents
from all Losses that they may suffer as a result of any Claims made or
instituted by any Third Party against any of them to the extent that such
Claims arise or relate to (a) a breach of any of SRI’s respective
representations and warranties set forth in Article 11; or (b) the possession,
research, development or use by SRI in the exercise of its reserved rights
under Section 2.3 of any PDX not provided by or on behalf of Allos; except to
the extent such Claims are Claims for which Allos is obligated to indemnify SRI
pursuant to Section 10.1.1.



 22
 









10.1.3     SoRI shall indemnify,
defend and hold harmless Allos, its directors, officers, employees and agents
from all Losses that they may suffer as a result of any Claims made or
instituted by any Third Party against any of them to the extent that such
Claims arise or relate to (a) a breach of any of SoRI’s respective
representations and warranties set forth in Article 11; or (b) the possession,
research, development or use by SoRI in the exercise of its reserved rights
under Section 2.3 of any PDX not provided by or on behalf of Allos; except to
the extent such Claims are Claims for which Allos is obligated to indemnify
SoRI pursuant to Section 10.1.1.


10.1.4     SKI shall indemnify,
defend and hold harmless Allos, its directors, officers, employees and agents
from all Losses that they may suffer as a result of any Claims made or
instituted by any Third Party against any of them to the extent that such
Claims arise or relate to: (a) a breach of any of SKI’s respective
representations and warranties set forth in Article 11; (b) the administration
by SKI in the exercise of its reserved rights under Section 2.3 of any PDX not
provided by or on behalf of Allos; or (c) any activities conducted in
connection with a SKI Trial; except to the extent such Claims are Claims for
which Allos is obligated to indemnify SKI pursuant to Section 10.1.1.


10.2        Indemnification Procedure.  Each party (the “Indemnified
Party”) shall promptly notify the other party (the “Indemnifying Party”) of any claim, demand, action or other
proceeding with respect to which the Indemnified Party intends to claim such
indemnification.  The Indemnifying Party
shall the exclusive ability to defend any such claim, demand, action or other
proceeding at its expense using counsel of its choice.  The Indemnifying Party’s indemnity
obligations under this article shall not apply to amounts paid in any
settlement if effected without the consent of the Indemnifying Party, which
consent shall not be unreasonably withheld or delayed.  The Indemnifying Party shall not settle or
consent to an adverse judgment in any such claim, demand, action or other
proceeding that adversely affects the rights or interests of the Indemnified
Party or imposes additional obligations on Indemnified Party, without the prior
express written consent of Indemnified Party. 
The Indemnified Party, its employees and agents, shall reasonably
cooperate with Indemnifying Party and its legal representatives in the
investigation of any claim, demand, action or proceeding covered by this
indemnification.


10.3        LIMITATION ON LIABILITY
AND DISCLAIMER OF WARRANTIES.


10.3.1     LIMITED LIABILITY.  ANY PDX PROVIDED TO ALLOS HEREUNDER IS
PROVIDED “AS IS” FOR NON-HUMAN



 23
 









PURPOSES ONLY.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER, ITS AFFILATES, PERMITTED SUBLICENSES OR ANY THIRD PARTY FOR ANY
SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR WITH RESPECT TO ANY CLAIM, DEMAND, ACTION OR OTHER PROCEEDING RELATING
TO THIS AGREEMENT HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY (INCLUDING
NEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.  IN NO EVENT SHALL
LICENSOR’S LIABILITY OWING TO ALLOS, ITS AFFILIATES, PERMITTED SUBLICENSEE OR
ANY THIRD PARTY WITH RESPECT TO ANY CLAIM, DEMAND, ACTION OR OTHER PROCEED
RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID LICENSOR BY
ALLOS UNDER THIS AGREEMENT.


10.3.2     DISCLAIMER OF WARRANTIES.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A
REPRESENTATION MADE OR WARRANTY GIVEN BY LICENSOR THAT ANY VALID PATENT HAS
ISSUED OR WILL ISSUE BASED UPON THE LICENSED IP, OR THAT THE USE OF THE
LICENSED IP WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY OTHER
PERSON.  FURTHERMORE, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR MAKES NO OTHER REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED IP, INCLUDING
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.


11.          REPRESENTATIONS
AND WARRANTIES


Each party hereby represents and warrants to the other
party as follows:


11.1        Corporate Existence and
Power.  Such party (a) is a
corporation duly organized, validly existing and in good standing under the
laws of the state in which it is incorporated; (b) has the corporate power and
authority and the legal right to own and operate its property and assets, to
lease the property and assets it operates under lease, and to carry on its
business as it is now being conducted; and, (c) is in compliance with all
requirements of applicable law, except to the extent that any noncompliance
would not have a material adverse effect on the properties, business, financial
or



 24
 









other condition of it and
would not materially adversely affect its ability to perform its obligations
under this Agreement.


11.2        Authorization and
Enforcement of Obligations.  Such
party (a) has the corporate power and authority and the legal right to enter
into this Agreement and to perform its obligations hereunder; and (b) has taken
all necessary corporate action on its part to authorize the execution and
delivery of this Agreement and the performance of its obligations hereunder.  This Agreement has been duly executed and
delivered on behalf of such party, and constitutes a legal, valid, binding
obligation, enforceable against such party in accordance with its terms.


11.3        No Consents.  All necessary consents, approvals and
authorizations of all governmental authorities and other Persons required to be
obtained by such party in connection with this Agreement have been obtained.


11.4        No Conflict.  The execution and delivery of this Agreement
and the performance of such party’s obligations hereunder (a) do not conflict
with or violate any requirement of applicable laws or regulations; and (b) do
not conflict with, or constitute a default under, any contractual obligation of
it.


11.5        Patent Representations.  Licensor represents and warrants that as of
the Effective Date, and without independent inquiry, to Licensor’s knowledge
(a) the Licensed Know-How and the claims of the Licensed Patent Rights do not
fall within the claims of, or otherwise infringe, any Third Party patent,
patent application or trade secret; (b) none of the Licensed Patent Rights are
invalid or unenforceable; (c) there are no claims, judgments or settlements
against or owed by it relating to the Licensed IP; and (d) PDX has not been
licensed to any Third Party and is not subject to any option or other
contractual right of any Third Party.


11.6        Regulatory Representations.  As of the Effective Date, to SKI’s knowledge,
(a) it has complied in all material respects with all applicable laws and
regulations in connection with the preparation and submission of any filings
directly related to PDX with any regulatory authority; (b) it has filed with
applicable regulatory authorities all required and material notices,
supplemental applications and annual or other reports, including adverse
experience reports, with respect to PDX; and (c) there is no pending or overtly
threatened action by the regulatory authorities that will have a material
adverse effect on the regulatory approval of the PDX or any Products.


12.          FORCE
MAJEURE


Except with regard to the payment of money, neither
party shall be held liable or responsible to the other party nor be deemed to
have defaulted under or breached



 25
 









this Agreement for failure or delay in fulfilling or
performing any term of this Agreement to the extent, and for so long as, such
failure or delay is caused by or results from causes beyond the reasonable
control of the affected party including but not limited to fires, earthquakes,
floods, embargoes, wars, acts of war (whether war is declared or not), acts of
terrorism, insurrections, riots, civil commotions, strikes, lockouts or other
labor disturbances, acts of God or acts, omissions or delays in acting by any
governmental authority or other party.


13.          DISPUTE
RESOLUTION


Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, or any failure to agree where agreement
of the parties is necessary pursuant hereto, including the determination of
scope of this Agreement to arbitrate, shall be resolved by the following procedures:


13.1        Attempt to Resolve Dispute.  The parties shall use all reasonable efforts
to amicably resolve the dispute through direct discussions.  The senior management of each party commits
itself to respond promptly to any such dispute. 
Either party may send written notice to the other party identifying the
matter in dispute and invoking the procedures of this article.


13.2        Application to Binding
Arbitration.  If after thirty (30)
days from the first written notice of dispute, the parties fail to resolve the
dispute by written agreement, either party may submit the dispute to final and
binding arbitration administered by the AAA, and conducted in New York, New
York, pursuant to the Commercial Arbitration Rules of the AAA at the time of
submission.  The arbitration shall be
held before a single neutral, independent, and impartial arbitrator (the “Arbitrator”).


13.3        Binding Arbitration
Procedure.  Unless the parties have
agreed upon the selection of the Arbitrator before then, the AAA shall appoint
the Arbitrator as soon as practicable, but in any event within thirty (30) days
after the submission to AAA for binding arbitration.  The Arbitrator’s award shall be a final and
binding determination of the dispute and shall be fully enforceable as an
arbitration award by the New York courts in accordance with New York law.  The prevailing party in such arbitration
shall be entitled to recover its reasonable attorneys’ fees and expenses,
including arbitration administration fees, incurred in connection with such proceeding.  Neither party nor the Arbitrator may disclose
the existence, content, or results of any arbitration hereunder without the
prior written consent of both parties.


14.          MISCELLANEOUS


14.1        Licensor Representative
and Notices.  Except as otherwise set
forth herein, SKI shall be the designated representative of Licensor for all
matters hereunder.  All notices,
correspondence, communications and



 26
 









directions
to, and communications and directions from Licensor shall be through SKI.  Any consent, notice or report required or
permitted to be given or made under this Agreement by one party to the other
party shall be in writing, delivered by any lawful means and addressed to the
other party at its address indicated below, or to such other address as the addressee
shall have last furnished in writing to the addressor.  Except as otherwise provided in this
Agreement, such consent, notice or report shall be effective upon receipt by
the addressee.


	
  

  	
  If to Licensor,
  for technical matters:

  	
   

  	
  If to Licensor, for all other matters:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sloan-Kettering Institute
  for Cancer Research

  1275 York Avenue

  New York, NY 10021

  Attn: Director, Office of Industrial Affairs

  Telephone: (212) 639-6181

  Facsimile: (212) 717-3439

  	
   

  	
  Sloan-Kettering Institute for Cancer Research

  1275 York Avenue

  New York, NY 10021

  Attn: Director, Office of Industrial Affairs

  Telephone: (212) 639-6181

  Facsimile: (212) 717-3439

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  	
  With a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Southern
  Research Institute

  2000 Ninth Avenue South

  Post Office Box 55305

  Birmingham, AL
  35255-5305

  Attn:
  President/CEO

  Telephone: (205) 581-2470

  Facsimile: (205) 581-2568

  	
   

  	
  Southern Research Institute

  2000 Ninth Avenue South

  Post Office Box 55305

  Birmingham, AL 35255-5305

  Attn: Legal Counsel

  Telephone: (205) 934-3474

  Facsimile: (205) 975-6079

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SRI
  International

  333 Ravenswood Avenue

  Menlo Park, CA
  94025-3493

  Attn: Senior Director, Business Development, Biopharmaceutical Division

  Telephone: (650) 859-4886

  Facsimile: (650) 859-3041

  	
   

  	
  SRI International

  333 Ravenswood Avenue

  Menlo Park, CA 94025-3493

  Attn: General Counsel

  

  

  Telephone: (650) 859-6068

  Facsimile: (650) 859-3834

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  All payments to
  the respective party:

  	
   

  	
  If by Electronic Funds Transfer Method

  	
   

  



 



 27
 









 


	
   

  	
  Sloan-Kettering Institute
  for Cancer Research

  1275 York Avenue

  New York, NY 10021

  Attention: Accounting

  	
   

  	
  Citibank

  399 Park Avenue

  New York, NY 10022

  For credit to the account of:

  Sloan-Kettering Institute for Cancer Research

  Account No. [ * ]

  ABA No. [ * ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Reference: SK
  7547

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Southern
  Research Institute

  2000 Ninth Avenue South

  Post Office Box 55305

  Birmingham, AL 35255-5305

  Attention:
  Accounting

  Reference: PDX

  	
   

  	
  First Commercial Bank

  800 Shades Creek Parkway

  Birmingham, AL 35209

  For credit to the account of:

  UAB Research Foundation

  Account number: [ * ]

  ABA number: [ * ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SRI
  International

  333 Ravenswood Avenue

  Menlo Park, CA
  94025-3493

  Attention: Accounting

  Reference: W33P69 1.380

  	
   

  	
  Wells Fargo Bank

  400 Hamilton Avenue

  Palo Alto, CA 94301

  For credit to the account of:

  SRI International

  Account number: [ * ]

  ABA number: [ * ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to Allos, for
  technical matters:

  11080 Circle Point Road, Suite 200

  Westminster, CO 80020

  Attn: Senior Medical Director

  

  Telephone: (303) 426-6262

  Facsimile: (303)
  412-9160

  	
   

  	
  If to Allos, for all other matters:

  11080 Circle Point Road, Suite 200

  Westminster, CO 80020

  Attn: Senior Director, Corporate Development

  Telephone: (720) 540-5245

  Facsimile: (303) 426-4731

  	
   

  



 


14.2        Governing Law.  This Agreement, including the decision to
arbitrate and any decision by an arbitrator pursuant to Article 13, above,
shall be governed by and construed in accordance with the laws of the State of
New York, without the application of any principle that leads to the
application of the laws of any other jurisdiction, and shall not be governed by
the United Nations Convention on Contracts for the International Sale of Goods.


14.3        U.S. Export Laws and
Regulations.  Each party hereby
acknowledges that the rights and obligations of this Agreement are subject to
the laws and regulations of the United States relating to the export of
products and technical information. 
Without limitation, each party shall comply with all such laws and
regulations.



 28















14.4                        No
Other Rights.  This Agreement shall
not be construed to grant any license or other rights to Allos in any patent
rights, know-how or other technology of Licensor, except as expressly provided
in this Agreement.


14.5                        Assignment.  Allos shall not assign its rights or
obligations under this Agreement, in whole or in part, by operation of law or
otherwise, without the prior written consent of Licensor.  Allos shall, however, be entitled to assign
its rights and obligations under this agreement to the purchaser of Allos’
entire business to which this Agreement pertains, without Licensor’s prior
written consent.  Any purported
assignment in violation of this article shall be null and void.


14.6                        Waivers
and Amendments.  No change,
modification, extension, termination or waiver of this Agreement, or any of the
provisions herein contained, shall be valid unless made in writing and signed
by duly authorized representatives of the parties hereto.


14.7                        Entire
Agreement.  This Agreement embodies
the entire understanding between the parties and supersedes any prior
understanding and agreements between and among them respecting the subject
matter hereof.  There are no
representations, agreements, arrangements or understandings, oral or written,
between the parties hereto relating to the subject matter of this Agreement
which are not fully expressed herein.


14.8                        Severability.  Any of the provisions of this Agreement which
are determined to be invalid or unenforceable in any jurisdiction shall be
ineffective to the extent of such invalidity or unenforceability in such
jurisdiction, without rendering invalid or unenforceable the remaining
provisions hereof and without affecting the validity or enforceability of any
of the terms of this Agreement in any other jurisdiction.


14.9                        Waiver.  The waiver by either party hereto of any
right hereunder or the failure to perform or of a breach by the other party
shall not be deemed a waiver of any other right hereunder or of any other
breach or failure by said other party whether of a similar nature or otherwise.


14.10                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



 29
 









IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first set forth above.


	
  SRI INTERNATIONAL

  	
   

  	
  ALLOS
  THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Curtis Carlson, Ph.D.

  	
   

  	
  By:

  	
  /s/ Michael E. Hart

  
	
   

  	
   

  	
   

  	
   

  
	
  Name: Curtis
  Carlson, Ph.D.

  	
   

  	
  Name: Michael E.
  Hart

  
	
  Title: President
  & Chief Executive Officer

  	
   

  	
  Title: President
  & Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  1/9/2003

  	
   

  	
  Date:

  	
  1/14/03

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SLOAN-KETTERING
  INSTITUTE

  FOR CANCER RESEARCH

  	
   

  	
  SOUTHERN RESEARCH
  INSTITUTE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ James S. Quirk

  	
   

  	
  By:

  	
  /s/ Lucy Hicks

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: James S. Quirk

  	
   

  	
   

  	
   

  	
  Name: Lucy Hicks

  	
   

  	
   

  
	
  Title:   Senior
  Vice President,

              Research
  Resources Management

  	
   

  	
  Title:  Intellectual
  Property Manager

             & Legal
  Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  1/20/03

  	
   

  	
  Date:

  	
  01/15/2003

  
													



(SK#7547)


(SRI# W33P69 1.380)


(SoRI #PDX)



 30
 









EXHIBIT A

LICENSOR PATENT RIGHTS


[ * ]



 31
 









EXHIBIT B 

CLINICAL DEVELOPMENT PLAN


PDX Development Plan


Prepared
for SRI, MSK and SoRI


By


Allos
Therapeutics, Inc



 32
 









[ * ]



 33
 









EXHIBIT C 

PRODUCT DATA PACKAGE


Allos desires to
obtain all of the following data, documents and materials listed below to
fulfill completion of the technology transfer process.  However, it is recognized that some of this
information may have already been received by Allos, may not be available, or
not in Licensor’s possession.  Allos also
recognizes that in certain instances, data comparing PDX to Third Party
molecules may be confidential under the terms of Material Transfer Agreements
or other Agreements between SKI and Third Parties, and may not be available for
disclosure to Allos under the terms of those agreements.


CMC


·                  All synthesis,
manufacturing and analytical information pertaining to PDX, including all
reports.  If reports are not available, a
summary of efforts completed to date


·                  Disclose all
known significant problems or issues that can affect drug substance or drug
product attributes or quality


·                  Disclose any
known conflict of interest or potential patent issues


·                  All bulk
inventory (or at least [ * ])


·                  Provide
available samples of all synthetic intermediates, impurities, degradation
products, internal or external standards and reference materials.  Include analytical methods, method
development, stability efforts and pertinent reports


·                  All work
associated with PDX individual diastereomer synthesis, analysis and separation
efforts


Clinical


·                  All protocols


·                  IRB approvals
for all protocols and amendments


·                  All
correspondence with FDA


·                  All clinical
data from studies (to be reviewed by Allos at SKI’s facilities, and provided to
Allos subject to all applicable Federal and State regulations including the
HIPAA regulations)


·      Flow sheets


·      Scans (reports, copies of films, if
available)


·      Copies of all informed consents


·      Electron copies of all patients charts


·                  Annual report
(if available)



 34
 









Pre-clinical


·                  Data on
antitumor efficacy, including, the raw data from experiments that have not been
published (e.g., tumor measurements from individual animals, etc.)


·                  Any data
regarding [ * ]


·                  Toxicology data
from any species


·                  Safety data from
any species


·                  Pharmacokinetics,
ADME data from any species


·                  Any data (in
vitro, in vivo, tox, safety, PK, ADME) involving PDX in combination with other
agents, including [ * ], subject to SKI’s obligations to Third Parties as
above).


·                  Any data from
the above categories comparing PDX with other analogs (methotrexate,
edatrexate, etc.)



 35















FIRST AMENDMENT TO

LICENSE AGREEMENT



(SK#7547.A1)


This FIRST
AMENDMENT TO LICENSE AGREEMENT (this “Amendment”),
dated as of May 9, 2006, is entered into between SRI
INTERNATIONAL, a
California not-for-profit corporation (“SRI”), SLOAN-KETTERING INSTITUTE FOR
CANCER RESEARCH, a New York not-for-profit corporation (“SKI”), SOUTHERN
RESEARCH INSTITUTE, an Alabama not-for-profit corporation (“SoRI” and, together with SRI and SKI, the “Licensor”), and ALLOS
THERAPEUTICS, INC., a Delaware corporation (“Allos”).


WITNESSETH


WHEREAS,
Licensor and Allos are parties to that certain License Agreement dated as of
December 23, 2002 (the “License Agreement”),
pursuant to which Allos obtained from Licensor an exclusive license to certain
patent rights and know-how relating to a proprietary compound known as PDX;


WHEREAS, the
parties desire to amend the License Agreement to add certain patent
applications to the list of licensed patent rights thereunder;


NOW, THEREFORE,
in consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


AGREEMENT


1.             All capitalized
terms used but not defined herein shall have the meanings assigned to them in
the License Agreement.


2.             Exhibit A to the
License Agreement is hereby amended by adding the following patent applications
(the “Additional Patents”) to the list of
Licensed Patent Rights thereunder:


[ * ]


3.             As consideration
for the rights granted to Allos herein, Allos shall pay to Licensor a license
fee of [ * ] upon the effective date of this Amendment.


4.             Licensor hereby
represents and warrants to Allos that: (a) it has taken all necessary corporate
action to authorize the execution and delivery of this Amendment; (b) this
Amendment has been duly executed and delivered on behalf of Licensor, and
constitutes a legal, valid, binding obligation, enforceable against Licensor in
accordance with its terms; and (c) as of the effective date of this Amendment,
and without independent inquiry, to Licensor’s knowledge, (i) the claims of the
Additional Patents do not fall within the claims of, or otherwise infringe, any
Third Party patent, patent application or trade secret, (ii) none of the
Additional Patents are invalid or unenforceable, and (iii)













there are no claims,
judgments or settlements against or owed by it relating to the Additional
Patents.


5.             This Amendment
shall be governed by and construed in accordance with the laws of the State of
New York, without the application of any principle that leads to the
application of the laws of any other jurisdiction, and shall not be governed by
the United Nations Convention on Contracts for the International Sale of Goods.


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


7.             This Amendment
shall be effective upon its execution by each of SRI, SKI, SoRl and Allos.


[REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK]













IN
WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives as of the date first set
forth above. 


	
  SRI INTERNATIONAL

  	
   

  	
  ALLOS THERAPEUTICS,
  INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gary Segar

  	
   

  	
  By:

  	
  /s/ Marc Graboyes

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Gary Segar

  	
   

  	
  Name:

  	
  Marc Graboyes

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Contracts Manager

  	
   

  	
  Title:

  	
  VP, General Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SLOAN-KETTERING
  INSTITUTE FOR

  CANCER RESEARCH  

  	
   

  	
  SOUTHERN RESEARCH
  INSTITUTE  

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Gustave Bernhardt 

  	
   

  	
  By:

  	
  /s/ David Mason 

  	
   

  
	
              Gustave
  J. Bernhardt 

              Director,

              Research
  and Resource Marketing

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  David Mason 

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director CIP