Exhibit 10.13

[*] = 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 betweenSRI 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") andALLOS 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:



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



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5

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3.     FEES, ROYALTIES AND MILESTONE PAYMENTS



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Milestone

Amount1. The earlier of: (a) enrollment of the first patient in a multi-center, Allos-sponsored Phase II Trial; or (b) eighteen (18) months
from the Effective Date.

$
1,000,0002. The earlier of: (a) enrollment of the first patient in an Allos-sponsored Phase III Trial; or (b) four (4) years
from the Effective Date, payable at the rate of $500,000 per year until enrollment of first patient in a Phase III Trial, at which time the balance shall be paid in full.

$
2,000,0003. FDA acceptance of NDA for review.

$
1,500,0004. US FDA approval for sale of Product.

$
5,000,0005. EU Approval for sale of Product.

$
3,500,000




4.     ROYALTY REPORTS AND ACCOUNTING



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5.     PAYMENTS



6.     DILIGENCE OBLIGATIONS



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7.     CONFIDENTIALITY



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8.     IP OWNERSHIP; PATENTS



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9.     TERM AND TERMINATION



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10.   INDEMNIFICATION AND INSURANCE



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11.   REPRESENTATIONS AND WARRANTIES

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



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
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

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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:



14.   MISCELLANEOUS



If to Licensor, for technical matters:

If to Licensor, for all other matters:Sloan-Kettering Institute for Cancer Research

Sloan-Kettering Institute for Cancer Research1275 York Avenue

1275 York AvenueNew York, NY 10021

New York, NY 10021Attn: Director, Office of Industrial Affairs

Attn: Director, Office of Industrial AffairsTelephone: (212) 639-6181

Telephone: (212) 639-6181Facsimile: (212) 717-3439

Facsimile: (212) 717-3439


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With a copy to:

With a copy to:Southern Research Institute

Southern Research Institute2000 Ninth Avenue South

2000 Ninth Avenue SouthPost Office Box 55305

Post Office Box 55305Birmingham, AL 35255-5305

Birmingham, AL 35255-5305Attn: President/CEO

Attn: Legal CounselTelephone: (205) 581-2470

Telephone: (205) 934-3474Facsimile: (205) 581-2568

Facsimile: (205) 975-6079SRI International

SRI International333 Ravenswood Avenue

333 Ravenswood AvenueMenlo Park, CA 94025-3493

Menlo Park, CA 94025-3493Attn: Senior Director, Business Development,

Attn: General CounselBiopharmaceutical DivisionTelephone: (650) 859-4886

Telephone: (650) 859-6068Facsimile: (650) 859-3041

Facsimile: (650) 859-3834All payments to the respective party:

If by Electronic Funds Transfer MethodSloan-Kettering Institute for Cancer Research

Citibank1275 York Avenue

399 Park AvenueNew York, NY 10021

New York, NY 10022Attention: Accounting

For credit to the account of:Sloan-Kettering Institute for Cancer ResearchReference: SK 7547

Account No. [*]ABA No. [*]Southern Research Institute

First Commercial Bank2000 Ninth Avenue South

800 Shades Creek ParkwayPost Office Box 55305

Birmingham, AL 35209Birmingham, AL 35255-5305

For credit to the account of:Attention: Accounting

UAB Research FoundationReference: PDX

Account number: [*]ABA number: [*]SRI International

Wells Fargo Bank333 Ravenswood Avenue

400 Hamilton AvenueMenlo Park, CA 94025-3493

Palo Alto, CA 94301Attention: Accounting

For credit to the account of:Reference: W33P69 1.380

SRI InternationalAccount number: [*]ABA number: [*]If to Allos, for technical matters:

If to Allos, for all other matters:11080 Circle Point Road, Suite 200

11080 Circle Point Road, Suite 200Westminster, CO 80020

Westminster, CO 80020Attn: Senior Medical Director

Attn: Senior Director, Corporate DevelopmentTelephone: (303) 426-6262

Telephone: (720) 540-5245Facsimile: (303) 412-9160

Facsimile: (303) 426-4731




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[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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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. HARTName:

Curtis Carlson, Ph.D.

Name:

Michael E. HartTitle:

President & Chief Executive Officer

Title:

President & Chief Executive OfficerDate:

1/9/2003

Date:

1/14/03SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH

SOUTHERN RESEARCH INSTITUTEBy:

/s/ JAMES S. QUIRK

By:

/s/ LUCY HICKSName:

James S. Quirk

Name:

Lucy HicksTitle:

Senior Vice President, Research Resources Management

Title:

Intellectual Property Manager & Legal CounselDate:

1/20/03

Date:

01/15/2003


(SK#7547)

(SRI#
W33P69 1.380)

(SoRI
#PDX)

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EXHIBIT A
LICENSOR PATENT RIGHTS

[*]

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EXHIBIT B
CLINICAL DEVELOPMENT PLAN

PDX Development Plan

Prepared for SRI, MSK and SoRI

By

Allos
Therapeutics, Inc

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[*]

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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



Clinical



Pre-clinical



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FIRST AMENDMENT TO
LICENSE AGREEMENT

(SK#7547.A1)

ThisFIRST AMENDMENT TO LICENSE AGREEMENT(this
"Amendment"), dated as of May 9, 2006, is entered into betweenSRIINTERNATIONAL, 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"), andALLOS
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]

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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 GRABOYESName:

Gary Segar

Name:

Marc GraboyesTitle:

Contracts Manager

Title:

VP, General CounselSLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH

SOUTHERN RESEARCH INSTITUTEBy:

/s/ GUSTAVE BERNHARDT

By:

/s/ DAVID MASONGustave J. Bernhardt

Name:

David MasonDirector, Research and Resource Marketing

Title:

Director CIP


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