Exhibit
10.43


ALLOS THERAPEUTICS, INC.

EMPLOYMENT AGREEMENT


PABLO J. CAGNONI, MD


THIS EMPLOYMENT AGREEMENT
(the “Agreement”) is entered into effective
as of March 19, 2007, (“Effective Date”)
by and between ALLOS THERAPEUTICS,
INC., (the “Company”), and PABLO
J. CAGNONI, MD (“Executive”)
(collectively, the “Parties”).


WHEREAS, the
Company wishes to employ Executive on the terms set forth herein; and


WHEREAS,  Executive
wishes to be so employed under the terms set forth herein.


NOW, THEREFORE,
in consideration of the promises, mutual covenants, the above recitals, and the
agreements herein set forth, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties agree to the following
terms and conditions of Executive’s employment:


1.             EMPLOYMENT.  The Company hereby agrees to employ Executive
as Senior Vice President, Chief Medical Officer and Executive hereby accepts such
employment upon the terms and conditions set forth herein as of the date first
written above. Executive shall commence employment with the Company on March 19,
2007 (“Start Date”).


2.             AT-WILL
EMPLOYMENT.  It is
understood and agreed by the Company and Executive that this Agreement does not
contain any promise or representation concerning the duration of Executive’s
employment with the Company. Executive specifically acknowledges that his
employment with the Company is at-will and may be altered or terminated by
either Executive or the Company at any time, with or without cause and/or with
or without notice.  The nature, terms or
conditions of Executive’s employment with the Company cannot be changed by any
oral representation, custom, habit or practice, or any other writing.  In addition, that the rate of salary, any
bonuses, paid time off, other compensation, or vesting schedules are stated in
units of years or months does not alter the at-will nature of the employment,
and does not mean and should not be interpreted to mean that Executive is
guaranteed employment to the end of any period of time or for any period of
time. In the event of conflict
between this disclaimer and any other statement, oral or written, present or
future, concerning terms and conditions of employment, the at-will relationship
confirmed by this disclaimer shall control. 
This at-will status cannot be altered except in writing signed by
Executive and the Chairman of the Board of Directors.


3.             DUTIES.  Executive shall render full-time services to
the Company as the Senior Vice President, Chief Medical Officer of the Company
(together with such other position or positions consistent with Executive’s
title as the Board shall specify from time to time) and shall have such duties
typically associated with such title. 
Subject to the foregoing, Executive also agrees to serve as an officer
and/or director of the Company or any parent or subsidiary of the Company, as
specified by the Board, in each case without additional compensation.  Employee shall report directly and
exclusively to the Chief Executive Officer of the Company.  Subject to the terms and conditions set forth
in this Agreement, Executive shall devote his full business time, attention,
and efforts to the performance of his duties under this Agreement and shall not
engage in any other business or occupation during his employment with the
Company pursuant to 



                 
 









this Agreement, including, without limitation, any
activity that (a) conflicts with the interests of the Company or its
subsidiaries, (b) interferes with the proper and efficient performance of his
duties for the Company, or (c) interferes with the exercise of his judgment in
the Company’s best interests. 
Notwithstanding the foregoing, nothing herein shall preclude Executive
from (i) serving, with the prior written consent of the Board, as a member of
the board of directors or advisory boards (or their equivalents in the case of
a non-corporate entity) of non-competing businesses and charitable
organizations, (ii) engaging in charitable activities and community affairs,
and (iii) subject to the terms and conditions set forth in the Confidentiality
Agreement (as defined below), managing his personal investments and affairs;
provided, however, that the activities set out in clauses (i), (ii) and (iii)
shall be limited by Executive so as not to materially interfere, individually
or in the aggregate, with the performance of his duties and responsibilities
hereunder.


4.             POLICIES
AND PROCEDURES. 
Executive agrees that he is subject to and will comply with the policies
and procedures of the Company, as such policies and procedures may be modified,
added to or eliminated from time to time at the sole discretion of the Company,
except to the extent any such policy or procedure specifically conflicts with
the express terms of this Agreement. 
Executive further agrees and acknowledges that any written or oral
policies and procedures of the Company do not constitute contracts between the
Company and Executive.


5.             COMPENSATION.  For all services rendered
and to be rendered hereunder, the Company agrees to pay to the Executive, and the
Executive agrees to accept a base salary of $385,000
per annum (“Base Salary”).
Any such salary shall be payable in equal biweekly installments and shall be
subject to such deductions or withholdings as the Company is required to make
pursuant to law, or by further agreement with the Executive.  Executive’s salary shall be subject to annual
review and adjustment by the Compensation Committee of the Board of Directors.


6.             ANNUAL
BONUS.  Executive
will be eligible for a performance-based annual bonus under the Company’s
annual incentive plan, as approved by the Compensation Committee of the Board
of Directors from time to time (“Annual  Bonus”). 
For 2007, it is anticipated that Executive will be eligible for an
Annual Bonus, tied 60% to corporate goals and 40% to individual goals, in an
amount equal to 35% of Executive’s actual base salary paid during the calendar
year.  The Compensation Committee of the
Board of Directors, in its sole discretion, shall determine the extent to which
Executive has achieved the performance targets upon which Executive’s Annual
Bonus is based, and the amount of Annual Bonus to be paid to Executive, if
any.  Annual Bonuses are not earned until
they are approved in writing by the Compensation Committee of the Board of
Directors.  Executive’s Annual Bonus, if
any, shall be paid to Executive at the same time as annual bonuses are
generally payable to other senior executives of the Company, but in no event
later than the date which is two and one-half (2-1⁄2) months following the end of
the fiscal year to which such Annual Bonus relates.


7.             SIGNING
BONUS.  Within
thirty (30) days following Executive’s Start Date, Executive shall be paid a
bonus of $50,000 less applicable employment tax withholdings and deductions (“Signing Bonus”).  Provided
that Executive remains employed by the Company and has satisfied certain
milestones to be determined by the Compensation Committee of the Board of
Directors within thirty (30) days of Executive’s Start Date, on January 11,
2008, Executive



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shall receive an additional Signing Bonus of $50,000
less applicable employment tax withholdings and deductions.


8.             STOCK OPTIONS.  Subject to the approval of
the Compensation Committee of the Board of Directors, on or shortly following
the Start Date, the Company shall grant Executive a non qualified option to
purchase 300,000 shares of the Company’s Common Stock under the Company’s 2006
Inducement Award Plan (the “2006 Plan”)
at an exercise price equal to the closing sale price of the Company’s Common
Stock as reported on the NASDAQ National Market on the date of grant.  Provided that Executive remains an employee
of the Company on the applicable vesting date, 25% of such options will vest on
the first anniversary of the date of grant, and the remaining 75% of such options
will vest in equal monthly installments thereafter over the next three
years.  The options will be subject to
the terms and conditions of the 2006 Plan and the Company’s standard form of
stock option agreement thereunder, copies of which have been provided to
Executive.


9.             RESTRICTED STOCK.  Subject to the approval of the Compensation
Committee of the Board of Directors, on or shortly following the Start Date,
the Company shall grant Executive 75,000 shares of restricted stock of the
Company (the “Restricted Stock”) under the 2006
Plan.  Provided that Executive remains an
employee of the Company on the applicable vesting date, the Restricted Stock
will vest in four equal installments on each of the first four anniversaries of
the date of grant.  The Restricted Stock
will be subject to the terms and conditions of the 2006 Plan and the Company’s
standard form of restricted stock grant agreement thereunder, copies of which
have been provided to Executive.


10.          OTHER BENEFITS.  While employed by the
Company as provided herein:


(a)           Executive and Employee Benefits.  The Executive shall be entitled to all
benefits to which other executive officers of the Company are entitled, on
terms comparable thereto, including, without limitation, participation in the
401(k) plan, group insurance policies and plans, medical, health, vision, and
disability insurance policies and plans, and the like, which may be maintained
by the Company for the benefit of its executives. The Company reserves the
right to alter and amend the benefits received by Executive from time to time
at the Company’s discretion.


(b)           Out-of-Pocket
Expense Reimbursement. 
The Executive shall receive, against presentation of proper receipts and
vouchers, reimbursement for direct and reasonable out-of-pocket expenses
incurred by him in connection with the performance of his duties hereunder,
according to the policies of the Company.


(c)           Personal Time Off.  The Executive shall be entitled to the same
number of holidays and sick days as are generally allowed to executive officers
of the Company and to the maximum amount of vacation allowed to executive
officers of the Company, in accordance with Company policies in effect from
time to time.


11.          PROPRIETARY
AND OTHER OBLIGATIONS. 
Executive acknowledges that signing and complying with the Company’s
standard form of Manager, Executive Personnel or Assistants’ Confidentiality
and Inventions Assignment Agreement (“Confidentiality
Agreement”), in substantially the form provided to Executive, is a
condition of his employment



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by the Company. 
Executive therefore agrees to sign and comply with the Confidentiality
Agreement and acknowledges that by beginning employment with the Company, he
will be deemed to have signed and agreed to the provisions of the
Confidentiality Agreement, including, without
limitation, the non-competition and non-solicitation obligations set forth
therein.  Executive further
agrees that all Company-related business procured by the Executive, and all
Company-related business opportunities and plans made known to Executive while
employed by the Company, are and shall remain the permanent and exclusive
property of the Company.


12.          TERMINATION.  Executive and the Company each acknowledge
that either party has the right to terminate Executive’s employment with the
Company at any time for any reason whatsoever, with or without cause or advance
notice pursuant to the following:


(a)           Termination by Death or Disability.  Subject to applicable state or federal law,
in the event Executive shall die during the period of his employment hereunder
or become permanently disabled, as evidenced by notice to the Company and
Executive’s inability to carry out his job responsibilities for a continuous
period of more than three months, Executive’s employment and the Company’s
obligation to make payments hereunder shall terminate on the date of his death,
or the date upon which, in the sole determination of the Board of Directors,
Executive has failed to carry out his job responsibilities for three months,
except that the Company shall pay Executive’s estate any salary earned but
unpaid prior to termination, all accrued but unused vacation and any business
expenses that were incurred but not reimbursed as of the date of
termination.  Vesting of any unvested
stock options or restricted stock shall cease on the date of termination.


(b)           Voluntary Resignation by Executive.  In the event Executive voluntarily terminates
his employment with the Company (other than for Good Reason (as defined
below)), the Company’s obligation to make payments hereunder shall cease upon
such termination, except that the Company shall pay Executive any salary earned
but unpaid prior to termination, all accrued but unused vacation and any
business expenses that were incurred but not reimbursed as of the date of
termination.  Vesting of any unvested
stock options or restricted stock shall cease on the date of termination.


(c)           Termination for Just Cause.  In the event the Executive is terminated by
the Company for Just Cause (as defined below), the Company’s obligation to make
payments hereunder shall cease upon the date of receipt by Executive of written
notice of such termination (the “date of termination”
for purposes of this Section 12(c)), except that the Company shall pay
Executive any salary earned but unpaid prior to termination, all accrued but
unused vacation and any business expenses that were incurred but not reimbursed
as of the date of termination.  Vesting
of any unvested stock options or restricted stock shall cease on the date of
termination.


(d)           Termination by the Company without
Just Cause or Resignation for Good Reason (Other Than Change in Control).  The Company shall have the right to terminate
Executive’s employment with the Company at any time without Just Cause.  In the event Executive is terminated by the
Company without Just Cause or Executive resigns for Good Reason (other than in
connection with a Change in Control (as defined below)), and upon the execution
of a full general release by Executive (“Release”), in
the form attached hereto as Exhibit A,
releasing all claims known or unknown that Executive may have against the
Company as of the date Executive signs such release, and upon the written
acknowledgment of his



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continuing obligations under the Confidentiality
Agreement, Executive shall be entitled to receive the following severance
benefits: (i) continuation of Executive’s base salary, then in effect, for a
period of twelve (12) months following the date of termination, paid on the
same basis and at the same time as previously paid or as
otherwise required under Section 15 of this Agreement; (ii) payment
of any accrued but unused vacation and sick leave; and (iii) the Company shall
pay the premiums of Executive’s group health insurance COBRA continuation
coverage, including coverage for Executive’s eligible dependents, for a maximum
period of twelve (12) months following the date of termination; provided, however, that (a) the Company shall pay premiums
for Executive’s eligible dependents only for coverage for which those eligible
dependents were enrolled immediately prior to the termination without Just
Cause or resignation for Good Reason and (b) the Company’s obligation to pay
such premiums shall cease immediately upon Executive’s eligibility for
comparable group health insurance provided by a new employer of Executive.  Vesting of any unvested stock options or
restricted stock shall cease on the date of termination.


(E)           Change in
Control Severance Benefits. 
In the event that the Company (or any surviving or acquiring corporation)
terminates Executive’s employment without Just Cause or Executive resigns for
Good Reason within one (1) month prior to or thirteen (13) months following the
effective date of a Change in Control (a “Change
in Control Termination”), and upon the execution of a Release,
Executive shall be entitled to receive the following Change in Control
severance benefits: (i) continuation of Executive’s base salary, then in
effect, for a period of eighteen (18) months following the date of termination,
paid on the same basis and at the same time as previously paid or as otherwise required under Section 15 of this Agreement;
(ii) payment of any accrued but unused vacation and sick leave; (iii) a bonus
in the amount equal to the Annual Bonus amount paid to Executive in the year
immediately preceding the Change in Control or 50% of the maximum bonus
eligibility if the Executive was not employed by the Company during the prior
year bonus period; and (iv) the Company (or any surviving or acquiring
corporation) shall pay the premiums of Executive’s group health insurance COBRA
continuation coverage, including coverage for Executive’s eligible dependents,
for a maximum period of eighteen (18) months following a Change in Control
Termination; provided, however, that (a) the
Company (or any surviving or acquiring corporation) shall pay premiums for
Executive’s eligible dependents only for coverage for which those eligible
dependents were enrolled immediately prior to the Change in Control Termination
and (b) the Company’s (or any surviving or acquiring corporation’s) obligation
to pay such premiums shall cease immediately upon Executive’s eligibility for
comparable group health insurance provided by a new employer of Executive. If Executive obtains new employment pursuant to
which he is employed on an average of 30 hours or more each week, he may
request, upon written notification to the Company (or any surviving or
acquiring corporation), to receive any
unpaid severance benefits (subject to required deductions and tax withholdings)
within 14 days after receipt by the Company of such written notice. Executive
agrees that the Company’s (or any surviving or acquiring corporation) payment
of health insurance premiums will satisfy its obligations under COBRA for the
period provided.  The vesting and/or
exercisability of Executive’s then outstanding stock options and restricted
stock in connection with a Change in Control Termination shall be governed by
the terms of the respective stock option and restricted stock agreements.



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In addition, notwithstanding anything contained in
Executive’s stock option or restricted stock grant agreements to the contrary,
in the event the Company (or any surviving or acquiring corporation) terminates
Executive’s employment without Just Cause or Executive resigns for Good Reason
within one (1) month prior to or thirteen (13) months following the effective
date of a Change in Control, and any surviving corporation or acquiring
corporation assumes Executive’s stock options and/or restricted stock, as
applicable, or substitutes similar stock options or stock awards for Executive’s
stock options and/or restricted stock, as applicable, in accordance with the
terms of the Company’s equity incentive plans, then (i) the vesting of all of
Executive’s stock options and/or restricted stock (or substitute stock options
or stock awards), as applicable, shall be accelerated in full and (ii) the term
and the period during which Executive’s stock options may be exercised shall be
extended to twelve (12) months after the date of Executive’s termination of
employment; provided, that, in no
event shall such options be exercisable after the expiration date of such
options as set forth in the stock option grant notice and/or agreement
evidencing such options.


13.          Definitions.


(a)           Just Cause.  As used in this Agreement, “Just Cause” shall mean the occurrence of
one or more of the following: (i) Executive’s conviction of a felony or a crime
involving moral turpitude or dishonesty; (ii) Executive’s participation in a
fraud or act of dishonesty against the Company; (iii) Executive’s intentional
and material damage to the Company’s property; (iv) material breach of
Executive’s employment agreement, the Company’s written policies, or the
Confidentiality Agreement that is not remedied by Executive within fourteen
(14) days of written notice of such breach from the Board of Directors; or (v)
conduct by Executive which demonstrates Executive’s gross unfitness to serve
the Company as Senior Vice President, Chief Medical Officer,
as determined in the sole discretion of the Board of Directors.  Executive’s physical or mental disability or
death shall not constitute cause hereunder.


(b)           Good Reason.  As used in this Agreement, “Good Reason” shall mean any one of the
following events which occurs on or after the commencement of Executive’s
employment without Executive’s consent: (i) any reduction of Executive’s then
existing annual salary base or annual bonus target by more than ten percent
(10%), unless the Executive accepts such reduction in compensation opportunity
or such reduction is done in conjunction with similar reductions for similarly
situated executives of the Company; or (ii) for purposes of Section 12(e) only,
if the Company or any surviving corporation following a Change in Control fails
to offer the Executive a position that is equivalent in pay, benefits and
responsibilities.


(c)           Change in Control.  As used in this Agreement,
a “Change in Control” is defined
as: (a)  a sale, lease, exchange or other
transfer in one transaction or a series of related transactions of all or
substantially all of the assets of the Company (other than the transfer of the
Company’s assets to a majority-owned subsidiary corporation); (b) a merger or
consolidation in which the Company is not the surviving corporation (unless the
holders of the Company’s outstanding voting stock immediately prior to such
transaction own, immediately after such transaction, securities representing at
least fifty percent (50%) of the voting power of the corporation or other
entity surviving such transaction); (c) a reverse merger in which the Company
is the surviving corporation but the shares of the Company’s common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash or otherwise
(unless the holders of the



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Company’s outstanding voting stock immediately prior
to such transaction own, immediately after such transaction, securities
representing at least fifty percent (50%) of the voting power of the Company);
or (d) any transaction or series of related transactions in which in excess of
50% of the Company’s voting power is transferred.


14.          TERMINATION
OF COMPANY’S OBLIGATIONS.  Notwithstanding any provisions in this
Agreement to the contrary, the Company’s obligations, and Executive’s rights
pursuant to Sections 12(d)  and 12(e)
herein, regarding salary continuation and the payment of COBRA premiums, shall
cease and be rendered a nullity immediately should Executive fail to comply
with the provisions of the Confidentiality Agreement or if Executive directly
or indirectly competes with the Company.


15.          CODE
SECTION 409A COMPLIANCE.  Because of the uncertainty of the application
of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to payments pursuant to this Agreement, including,
without limitation, payments pursuant to Section 12 hereof, Executive agrees
that if any such payments are subject to the provisions of Section 409A of the
Code by reason of this Agreement, or any part thereof, being considered a “nonqualified
deferred compensation plan” pursuant to Section 409A of the Code, then such
payments shall be made in accordance with, and this Agreement automatically
shall be amended to comply with, Section 409A of the Code, including, without
limitation, any necessary delay of six (6) months applicable to payment of
deferred compensation to a “specified employee” (as defined in Section
409A(2)(B)(i) of the Code) upon separation from service. In the event that a
six month delay is required, on the first regularly scheduled pay date
following the conclusion of the delay period the Executive shall receive a lump
sum payment in an amount equal to six (6) months of Executive’s Base Salary and
thereafter, any remaining severance benefits shall be paid on the same basis
and at the same time as previously paid and subject to employment tax
withholdings and deductions.


16.          INDEMNIFICATION.  On
the Start Date, the Company and
Executive shall enter into the Company’s standard form of indemnification
agreement for executive officers, in substantially the form provided to
Executive.


17.          MISCELLANEOUS.


(a)           Taxes.  Except as specifically set forth herein, Executive agrees to be
responsible for the payment of any taxes due on any and all compensation, stock
option, restricted stock or other benefits provided by the Company pursuant to
this Agreement.  Executive acknowledges
and represents that the Company has not provided any tax advice to him in connection
with this Agreement and that he has been advised by the Company to seek tax
advice from his own tax advisors regarding this Agreement and
payments that may be made to him pursuant to this Agreement,
including specifically, the application of the provisions of Section 409A of the
Code to such payments.


(b)           Modification/Waiver.  This Agreement may not be
amended, modified, superseded, canceled, renewed or expanded, or any terms or
covenants hereof waived, except by a writing executed by each of the parties
hereto or, in the case of a waiver, by the party waiving compliance.  Failure of any party at any time or times to
require performance of any provision hereof shall in no manner affect his or
its right at a later time to enforce the same. 
No waiver by



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a party of a breach of any term or covenant contained
in this Agreement, whether by conduct or otherwise, in any one or more
instances shall be deemed to be or construed as a further or continuing waiver
of any agreement contained in the Agreement.


(c)           Costs of Enforcement.  If any contest or
dispute shall arise under this Agreement, each party hereto shall bear its own
legal fees and expenses.


(d)           Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.


(e)           Successors and Assigns.  This Agreement is intended to bind and inure
to the benefit of and be enforceable by Executive and the Company, and their
respective successors, assigns, heirs, executors and administrators, except
that Executive may not assign any of his duties hereunder and he may not assign
any of his rights hereunder without the written consent of the Company, which
shall not be withheld unreasonably.


(f)            Notices.  All notices given hereunder
shall be given by certified mail, addressed, or delivered by hand, to the other
party at his or its address as set forth herein, or at any other address
hereafter furnished by notice given in like manner.  Executive promptly shall notify Company of
any change in Executive’s address.  Each
notice shall be dated the date of its mailing or delivery and shall be deemed
given, delivered or completed on such date.


(g)           Governing Law; Personal Jurisdiction
and Venue.  This
Agreement and all disputes relating to this Agreement shall be governed in all
respects by the laws of the State of Colorado as such laws are applied to
agreements between Colorado residents entered into and performed entirely in
Colorado.  The Parties acknowledge that
this Agreement constitutes the minimum contacts to establish personal
jurisdiction in Colorado and agree to a Colorado court’s exercise of personal
jurisdiction.  The Parties further agree
that any disputes relating to this Agreement shall be brought in courts located
in the State of Colorado.


(h)           Entire Agreement.  This Agreement, together
with the other agreements and exhibits specifically referenced herein, set
forth the entire agreement and understanding of the parties hereto with regard
to the employment of the Executive by the Company and supersede any and all
prior agreements, arrangements and understandings, written or oral, pertaining
to the subject matter hereof.  No
representation, promise or inducement relating to the subject matter hereof has
been made to a party that is not embodied in these Agreements, and no party
shall be bound by or liable for any alleged representation, promise or inducement
not so set forth herein.


(i)            Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same
instrument.  The execution of this
Agreement may be by actual or facsimile signature.



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IN WITNESS WHEREOF, the parties have each duly
executed this Employment Agreement effective as of the day and year first above
written.


 


	
  

  	
  ALLOS  THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Paul Berns

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Paul L. Berns

  
	
   

  	
  Its:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   11080
  CirclePoint Road

  
	
   

  	
   

  	
  Westminster, CO 80020

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Pablo Cagnoni

  
	
   

  	
  By:

  	
  Pablo J. Cagnoni, MD

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  1326 S. Columbine

  
	
   

  	
   

  	
  Denver, CO 80210

  
	
   

  	
   

  	
   

  



 



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EXHIBIT A
TO EMPLOYMENT AGREEMENT


RELEASE
AGREEMENT


I understand that my position with Allos
Therapeutics, Inc. (the “Company”) terminated effective            ,
             (the “Separation
Date”).  The Company has agreed that if I
choose to sign this Release, the Company will pay me certain severance or
consulting benefits pursuant to the terms of the Employment Agreement (the “Agreement”)
between myself and the Company, and any agreements incorporated therein by
reference.  I understand that I am not entitled
to such benefits unless I sign this Release and it becomes fully
effective.  I understand that, regardless
of whether I sign this Release, the Company will pay me all of my accrued
salary and vacation through the Separation Date, to which I am entitled by law.


In consideration for the severance benefits I am
receiving under the Agreement, I hereby release the Company and its officers,
directors, agents, attorneys, employees, shareholders, parents, subsidiaries,
and affiliates from any and all claims, liabilities, demands, causes of action,
attorneys’ fees, damages, or obligations of every kind and nature, whether they
are now known or unknown, arising at any time prior to the date I sign this
Release.  This general release includes,
but is not limited to:  all federal and
state statutory and common law claims, claims related to my employment or the
termination of my employment or related to breach of contract, tort, wrongful
termination, discrimination, wages or benefits, or claims for any form of equity
or compensation.  Notwithstanding the
release in the preceding sentence, I am not releasing any right of
indemnification I may have for any liabilities arising from my actions within
the course and scope of my employment with the Company.


If I am forty (40) years of age or older as of the
Separation Date, I acknowledge that I am knowingly and voluntarily waiving and
releasing any rights I may have under the federal Age Discrimination in
Employment Act of 1967, as amended (“ADEA”). 
I also acknowledge that the consideration given for the waiver in the
above paragraph is in addition to anything of value to which I was already
entitled.  I have been advised by this
writing, as required by the ADEA that: 
(a) my waiver and release do not apply to any claims that may arise
after my signing of this Release; (b) I should consult with an attorney prior
to executing this Release; (c) I have twenty-one (21) days within which to
consider this Release (although I may choose to voluntarily execute this
Release earlier); (d) I have seven (7) days following the execution of this
release to revoke the Release; and (e) this Release will not be effective until
the eighth day after this Release has been signed both by me and by the Company
(“Effective Date”).


Agreed:


	
  ALLOS THERAPEUTICS INC.

  	
   

  	
  PABLO J. CAGNONI

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: