EXHIBIT 10.23  The Company has entered
into the attached form of Key Executive Change of Control Agreement with the
following executive officers as of the following dates:  Name
  
  DateLinda T. Findlay
  
  10/30/2001Neile A. Grayson
  
  10/30/2001Richard G. Ghalie
  
  10/30/2001Melinda G. Kile
  
  10/30/2001Leslie J. Sabo
  
  10/30/2001  All of the agreements,
except that of Ms. Grayson, provide for severance pay equal to 50% of the
executives then current annual base salary. 
Ms. Graysons agreement provides for severance payments equal to 75% of
her current annual base salary, and bonus, if employment is terminated during
the Initial Term of her agreement.   NEORX
CORPORATION CHANGE
OF CONTROL AGREEMENT (VP)  This Change of Control
Agreement (VP) (this Agreement), dated as of               , 20     , is
entered into by and between NEORX CORPORATION, a Washington corporation (as
supplemented by Section 13, the Company), and              (the Executive).  The Board of Directors of
the Company (the Board) has determined that
it is in the best interests of the Company and its shareholders to ensure that
the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control
(as defined in Section 1 hereof) of the Company.  The Board believes it is imperative to diminish the inevitable
distraction of  
   the Executive
arising from the personal uncertainties and risks created by a pending or
threatened Change of Control, to encourage the Executives full attention and
dedication to the Company currently and in the event of any threatened or
pending Change of Control, and to provide the Executive with reasonable
compensation and benefit arrangements upon a Change of Control.  In order to accomplish
these objectives, the Board has caused the Company to enter into this
Agreement.  1.             Definitions  1.1           Change of Control
shall have the definition set forth in Appendix A hereto, which is hereby
incorporated by reference.  1.2           Change of Control Date
shall mean the first date on which a Change of Control occurs.  1.3           Employment Period
shall mean the two (2) year period commencing on the Change of Control Date and
ending on the second anniversary of such date.  1.4           Severance Agreement
shall mean the Key Executive Severance Agreement, dated as of the date hereof,
between the parties, as it may be amended from time to time, that provides for
certain benefits related to termination of the Executives employment that are
unrelated to a Change of Control.  2.             Term  The initial term of this
Agreement (Initial Term)
shall be for a period of one (1) year from the date of this Agreement as first
appearing above; provided, however, that this Agreement shall automatically
renew for successive additional one (1) year periods (Renewal Terms) unless notice of nonrenewal
is given by either party to the other at least ninety (90) days prior to the
end of the Initial Term or any Renewal Term, and provided further that if a
Change in Control occurs during the Term, the Term shall automatically extend
for the duration of the Employment Period. 
The (Term)
of this Agreement shall be the Initial Term plus Renewal Terms and, if
applicable, the duration of the Employment Period.  At the end of the Term, this Agreement shall terminate without
further action by either the Company or the Executive.  2 
   3.             Employment  3.1          Employment
Period  During the Employment
Period, the Company hereby agrees to continue the Executive in its employ or in
the employ of its affiliated companies, and the Executive hereby agrees to
remain in the employ of the Company or its affiliated companies, in accordance
with the terms and provisions of this Agreement; provided, however, that either
the Company or the Executive may terminate the employment relationship subject
to the terms of this Agreement.  3.2          Position and Duties  During the Employment
Period, the Executives position, authority, duties and responsibilities shall
be at least commensurate in all material respects with the most significant of
those held, exercised and assigned at any time during the ninety (90) day
period immediately preceding the Change of Control Date.  3.3          Location  During the Employment
Period, the Executives services shall be performed at the Companys
headquarters on the Change of Control Date or any office that is subsequently
designated as the headquarters of the Company and is less than twenty
(20) miles from such location.  3.4          Employment at Will  The Executive and the
Company acknowledge that, except as may otherwise be provided under any other
written agreement between the Executive and the Company, the employment of the
Executive by the Company or its affiliated companies is at will and may be
terminated by either the Executive or the Company or its affiliated companies
at any time with or without cause. 
Moreover, if prior to the Change of Control Date, the Executives
employment with the Company or its affiliated companies terminates for any
reason, then the Executive shall have no further rights under this Agreement;
provided, however, that the Company may not avoid liability for any termination
payments that would have been required during the Employment Period pursuant to
Section 8 hereof by terminating the Executive prior to the Employment
Period where such termination is carried out in anticipation of a Change of
Control and the principal motivating purpose is to avoid liability for such
termination payments.  3 
   4.             Attention And Effort  During the Employment
Period, and excluding any periods of vacation and sick leave to which the
Executive is entitled, the Executive will devote all of his productive time,
ability, attention and effort to the business and affairs of the Company and
the discharge of the responsibilities assigned to him hereunder, and will use
his reasonable best efforts to perform faithfully and efficiently such
responsibilities.  It shall not be a violation
of this Agreement for the Executive to (a) serve on corporate, civic or
charitable boards or committees, (b) deliver lectures, fulfill speaking
engagements or teach at educational institutions, (c) manage personal
investments, or (d) engage in activities permitted by the policies of the
Company or as specifically permitted by the Company, so long as such activities
do not significantly interfere with the performance of the Executives
responsibilities in accordance with this Agreement.  It is expressly understood and agreed that to the extent any such
activities have been conducted by the Executive prior to the Employment Period,
the continued conduct of such activities (or the conduct of activities similar
in nature and scope thereto) during the Employment Period shall not thereafter
be deemed to interfere with the performance of the Executives responsibilities
to the Company.  5.             Compensation  As long as the Executive
remains employed by the Company during the Employment Period, the Company
agrees to pay or cause to be paid to the Executive, and the Executive agrees to
accept in exchange for the services rendered hereunder by him, the following
compensation.  5.1          Salary  The Executive shall
receive an annual base salary (the Annual Base Salary),
at least equal to the annual salary established by the Board or the
Compensation Committee of the Board (the Compensation Committee)
or the Chief Executive Officer for the fiscal year in which the Change of
Control Date occurs.  The Annual Base
Salary shall be paid in substantially equal installments and at the same
intervals as the salaries of other executives of the Company are paid.  The Board or the Compensation Committee or
the Chief Executive Officer shall review the Annual Base Salary at least annually
and shall determine in good faith and consistent with any generally applicable
Company policy any increases for future years.  5.2          Bonus  In addition to the Annual
Base Salary, the Executive shall be awarded, for each fiscal year ending during
the Employment Period, an annual bonus (the Annual  4 
   Bonus)
in cash at least equal to the average annualized (for any fiscal year
consisting of less than twelve (12) full months) bonus paid or payable
(including by reason of any deferral and including the value of any stock
awards and the compensation expense disclosed in the Companys financial
statements for the grant of any stock options) to the Executive by the Company
and its affiliated companies in respect of the three fiscal years immediately preceding
the fiscal year in which the Change of Control Date occurs.  Each Annual Bonus shall be paid no later
than ninety (90) days after the end of the fiscal year for which the Annual
Bonus is awarded, unless the Executive shall elect to defer the receipt of the
Annual Bonus.  6.             Benefits  6.1          Incentive, Retirement and Welfare
Benefit Plans; Vacation  During the Employment
Period, the Executive shall be entitled to participate, subject to and in
accordance with applicable eligibility requirements, in such fringe benefit
programs as shall be generally made available to other executives of the
Company and its affiliated companies from time to time during the Employment
Period by action of the Board (or any person or committee appointed by the
Board to determine fringe benefit programs and other emoluments), including,
without limitation, paid vacations; any stock purchase, savings or retirement
plan, practice, policy or program; and all welfare benefit plans, practices,
policies or programs (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans or programs).  6.2          Expenses  During the Employment
Period, the Executive shall be entitled to receive prompt reimbursement for all
reasonable employment expenses incurred by him in accordance with the policies,
practices and procedures of the Company and its affiliated companies in effect
for the executives of the Company and its affiliated companies during the
Employment Period.  7.             Termination  During the Employment
Period, employment of the Executive may be terminated as follows, but, in any
case, the nondisclosure provisions set forth in Section 10 hereof shall
survive the termination of this Agreement and the termination of the
Executives employment with the Company:  5 
   7.1          By the Company or the Executive  At any time during the
Employment Period, the Company may terminate the employment of the Executive
with or without Cause (as defined below), and the Executive may terminate his
employment for Good Reason (as defined below) or for any reason, upon giving
the Notice of Termination (as defined below).  7.2          Automatic Termination  This Agreement and the
Executives employment during the Employment Period shall terminate
automatically upon the death or Total Disability of the Executive.  The term Total
Disability as used herein shall mean the Executives inability
(with such accommodation as may be required by law and which places no undue
burden on the Company), as determined by a physician selected by the Company
and acceptable to the Executive, to perform the duties set forth in
Section 3.2 hereof for a period or periods aggregating twelve (12) weeks
in any three hundred sixty-five (365) day period as a result of physical or
mental illness, loss of legal capacity or any other cause beyond the
Executives control, unless the Executive is granted a leave of absence by the
Board.  The Executive and the Company
hereby acknowledge that the duties specified in Section 3.2 hereof are
essential to the Executives position and that Executives ability to perform
those duties is the essence of this Agreement.  7.3          Notice of Termination  Any termination by the Company
or by the Executive during the Employment Period shall be communicated by the
Notice of Termination to the other party given in accordance with
Section 12 hereof.  The term Notice of Termination shall mean a written notice that
(a) indicates the specific termination provision in this Agreement relied
upon and (b) to the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executives employment under the provision so indicated.  The failure by the Executive or the Company
to set forth in the Notice of Termination any fact or circumstance that
contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company hereunder or preclude the Executive or the Company
from asserting such fact or circumstance in enforcing the Executives or the
Companys rights hereunder.  7.4          Date of Termination  During the Employment
Period, Date of Termination means
(a) if the Executives employment is terminated by reason of death, at the
end of the calendar  6 
   month in which the
Executives death occurs, (b) if the Executives employment is terminated
by reason of Total Disability, immediately upon a determination by the
Company of the Executives Total Disability, and (c) in all other cases,
ten (10) days after the date of personal delivery or mailing of the Notice of
Termination.  The Executives employment
and performance of services will continue during such ten (10) day period;
provided, however, that the Company may, upon notice to the Executive and
without reducing the Executives compensation during such period, excuse the
Executive from any or all of his duties during such period.  8.             Termination Payments  In the event of
termination of the Executives employment during the Employment Period, all
compensation and benefits set forth in this Agreement shall terminate except as
specifically provided in this Section 8.  8.1         Termination by the Company Other Than
for Cause or by the Executive for Good Reason  If during the Employment
Period the Company terminates the Executives employment other than for Cause
or the Executive terminates his employment for Good Reason, the Executive shall
be entitled to:  (a)          receive payment of the following
accrued obligations (the Accrued Obligations):  (i)             the Annual Base
Salary through the Date of Termination to the extent not theretofore paid;  (ii)            the product of
(x) the Annual Bonus payable with respect to the fiscal year in which the
Date of Termination occurs and (y) a fraction the numerator of which is the
number of days in the current fiscal year through the Date of Termination, and
the denominator of which is three hundred sixty-five (365); provided that, in
the event that the Executive is entitled to an amount in respect of the Annual
Bonus under Section 8.1(c), he shall receive the amount payable under
Section 8.1(c) first and the amount payable under this
Section 8.1(a)(ii) only to the extent it exceeds the amount payable under
Section 8.1(c); and  (iii)           any compensation
previously deferred by the Executive (together with accrued interest or
earnings thereon, if any) and any accrued vacation pay that would be payable
under the Companys standard policy, in each case to the extent not theretofore
paid;  7 
   (b)           for one year after the Date of
Termination or until the Executive qualifies for comparable medical and dental
insurance benefits from another employer, whichever occurs first, the Company
shall pay the Executives premiums for health insurance benefit continuation
for the Executive and his family members, if applicable, which the Company
provides to the Executive under the provisions of the federal Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (COBRA),
to the extent that the Company would have paid such premiums had the Executive
remained employed by the Company (such continued payment is hereinafter
referred to as COBRA Continuation);  (c)           an amount equal to fifty percent
(50%) of the Annual Bonus that would have been paid to the Executive for the
fiscal year in which the Date of Termination falls but for the termination of
the Executives employment;  (d)           an amount as severance pay equal to
fifty percent (50%) of the Annual Base Salary for the fiscal year in which the
Date of Termination occurs; and  (e)           immediate vesting of all outstanding
stock options previously granted to the Executive by the Company.  8.2          Termination for Cause or Other Than
for Good Reason  If during the Employment
Period the Executives employment shall be terminated by the Company for Cause
or by the Executive for other than Good Reason, this Agreement shall terminate
without further obligation on the part of the Company to the Executive, other
than the Companys obligation to pay the Executive (a) the Annual Base
Salary through the Date of Termination, (b)  the amount of any
compensation previously deferred by the Executive, and (c) any accrued
vacation pay that would be payable under the Companys standard policy, in each
case to the extent theretofore unpaid.  8.3          Expiration of Term  In the event the
Executives employment is not terminated prior to expiration of the Term, this
Agreement shall terminate without further obligation on the part of the Company
to the Executive, other than the Companys obligation to pay the Executive the
product of (a) the Annual Bonus payable with respect to the fiscal year in
which the Term expired and (b) a fraction the numerator of which is the
number of days in the current fiscal year through the end of the Term and the
denominator of which is three hundred sixty-five (365).  8 
   8.4          Termination Because of Death or Total
Disability  If during the Employment
Period the Executives employment is terminated by reason of the Executives
death or Total Disability, this Agreement shall terminate automatically without
further obligation on the part of the Company to the Executive or his legal representatives
under this Agreement, other than the Companys obligation to pay the Executive
the Accrued Obligations (which shall be paid to the Executives estate or
beneficiary, as applicable in the case of the Executives death), and to
provide COBRA Continuation.  8.5          Payment Schedule  All payments of Accrued
Obligations, or any portion thereof payable pursuant to this Section 8,
shall be made to the Executive within ten (10) working days of the Date of
Termination.  Any payments payable to the
Executive pursuant to Section 8.1(c) and (d) hereof shall be made to the
Executive in a lump sum within ten (10) working days of the Date of
Termination.  8.6          Cause  For purposes of this
Agreement, Cause means cause given by
the Executive to the Company and shall include, without limitation, the
occurrence of one (1) or more of the following events:  (a)           a clear refusal to carry out any
material lawful duties of the Executive or any directions of the Board or
senior management of the Company, all reasonably consistent with the duties
described in Section 3.2 hereof;  (b)           persistent failure to carry out any
lawful duties of the Executive described in Section 3.2 hereof or any
directions of the Board or senior management reasonably consistent with the
duties herein set forth to be performed by the Executive, provided, however,
that the Executive has been given reasonable notice and opportunity to correct
any such failure;  (c)           violation by the Executive of a state
or federal criminal law involving the commission of a crime against the Company
or any other criminal act involving moral turpitude;  (d)           current abuse by the Executive of
alcohol or controlled substances; deception, fraud, misrepresentation or
dishonesty by the Executive; or any incident materially compromising the
Executives reputation or ability to represent the Company with investors,
customers or the public; or  9 
   (e)           any other material
violation of any provision of this Agreement by the Executive, subject to the
notice and opportunity-to-cure requirements of Section 11 hereof.  8.7          Good Reason  For purposes of this
Agreement, Good Reason means  (a)           the assignment to the Executive of
any duties materially inconsistent with the Executives position, authority,
duties or responsibilities as contemplated by Section 3.2 hereof or any
other action by the Company that results in a material diminution in such
position, authority, duties or responsibilities, excluding for this purpose an
isolated and inadvertent action not taken in bad faith and that is remedied by
the Company promptly after receipt of notice thereof given by the Executive;  (b)           any failure by the Company to comply
with any of the provisions of Section 5 or Section 6 hereof, other
than an isolated and inadvertent failure not taken in bad faith and that is
remedied by the Company promptly after receipt of notice thereof given by the
Executive;  (c)           the Companys requiring the Executive
to be based at any office or location other than that described in Section 3.3
hereof;  (d)           any failure by the Company to comply
with and satisfy Section 13 hereof; provided, however, that the Companys
successor has received at least ten (10) days prior written notice from the
Company or the Executive of the requirements of Section 13 hereof; or  (e)           any other material violation of any
provision of this Agreement by the Company, subject to the notice and
opportunity-to-cure requirements of Section 11 hereof.  8.8          Excess Parachute Limitation  If any portion of the payments
or benefits for the Executive under this Agreement, the Severance Agreement, or
any other agreement or benefit plan of the Company (including stock option
plan) would be characterized as an excess parachute payment to the Executive
under Section 280G of the Internal Revenue Code of 1986, as amended (the Code), the Executive shall be paid an excise tax that
the Executive owes under Section 4999 of the Code as a result of such
characterization, such excise tax to be paid to the Executive at least ten (10)
days prior to the date that he is obligated to make the excise tax
payment.  The determination of  10 
   whether and to
what extent any payments or benefits would be excess parachute payments and the
date by which any excise tax shall be due, shall be determined in writing by
recognized tax counsel selected by the Company and reasonably acceptable to the
Executive.  9.             Representations, Warranties and
Other Conditions  In order to induce the
Company to enter into this Agreement, the Executive represents and warrants to
the Company as follows:  9.1          Health  The Executive is in good
health and knows of no physical or mental disability that, with any
accommodation that may be required by law and that places no undue burden on
the Company, would prevent him from fulfilling his obligations hereunder.  The Executive agrees, if the Company
requests, to submit to reasonable periodic medical examinations by a physician
or physicians designated by, paid for and arranged by the Company.  The Executive agrees that the examinations
medical report shall be provided to the Company.  9.2          No Violation of Other Agreements  The Executive represents
that neither the execution nor the performance of this Agreement by the Executive
will violate or conflict in any way with any other agreement by which the
Executive may be bound.  10.          Nondisclosure; Return of Materials  10.1        Nondisclosure  Except as required by his
employment with the Company, the Executive will not, at any time during the
term of employment by the Company, or at any time thereafter, directly,
indirectly or otherwise, use, communicate, disclose, disseminate, lecture upon
or publish articles relating to any confidential, proprietary or trade secret
information without the prior written consent of the Company.  The Executive understands that the Company
will be relying on this Agreement in continuing the Executives employment,
paying him compensation, granting him any promotions or raises, or entrusting
him with any information that helps the Company compete with others.  11 
   10.2        Return of Materials  All documents, records,
notebooks, notes, memoranda, drawings or other documents made or compiled by
the Executive at any time, or in his possession, including any and all copies
thereof, shall be the property of the Company and shall be held by the
Executive in trust and solely for the benefit of the Company, and shall be
delivered to the Company by the Executive upon termination of employment or at
any other time upon request by the Company.  11.          Notice and Cure of Breach  Whenever a breach of this
Agreement by either party is relied upon as justification for any action taken
by the other party pursuant to any provision of this Agreement, other than
clause (a), (b), (c) or (d) of Section 8.6 hereof, before such action
is taken, the party asserting the breach of this Agreement shall give the other
party at least twenty (20) days prior written notice of the existence and the
nature of such breach before taking further action hereunder and shall give the
party purportedly in breach of this Agreement the opportunity to correct such
breach during the twenty (20) day period.  12.          Form of Notice  Every notice required by
the terms of this Agreement shall be given in writing by serving the same upon
the party to whom it was addressed personally or by registered or certified
mail, return receipt requested, at the address set forth below or at such other
address as may hereafter be designated by notice given in compliance with the
terms hereof:  If to the Executive:If to the Company:
  
  NeoRx Corporation410 West HarrisonSeattle, Washington  98119Attn:  PresidentWith a copy to:
  
  Perkins Coie LLP1201 Third Avenue, 40th FloorSeattle, Washington 98101-3099Attn:  James R. Lisbakken  12 
    Except as set forth in
Section 7.4 hereof, if notice is mailed, such notice shall be effective
upon mailing.  13.          Assignment  This Agreement is
personal to the Executive and shall not be assignable by the Executive.  The Company shall assign
to and require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all the business and/or
assets of the Company to assume expressly and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.  As used in this Agreement, Company shall
mean NeoRx Corporation and any successor to its business and/or assets as
aforesaid that assumes and agrees to perform this Agreement by operation of
law, or otherwise.  All the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors and
permitted assigns.  14.          Waivers  No delay or failure by
any party hereto in exercising, protecting or enforcing any of its rights,
titles, interests or remedies hereunder, and no course of dealing or
performance with respect thereto, shall constitute a waiver thereof.  The express waiver by a party hereto of any
right, title, interest or remedy in a particular instance or circumstance shall
not constitute a waiver thereof in any other instance or circumstance.  All rights and remedies shall be cumulative
and not exclusive of any other rights or remedies.  15.          Amendments In Writing  No amendment,
modification, waiver, termination or discharge of any provision of this
Agreement, or consent to any departure therefrom by either party hereto, shall
in any event be effective unless the same shall be in writing, specifically
identifying this Agreement and the provision intended to be amended, modified, waived,
terminated or discharged and signed by the Company and the Executive, and each
such amendment, modification, waiver, termination or discharge shall be
effective only in the specific instance and for the specific purpose for which
given.  No provision of this Agreement
shall be varied, contradicted or explained by any oral agreement, course of
dealing or performance or any other matter not set forth in an agreement in
writing and signed by the Company and the Executive.  13 
   16.          Applicable Law  This Agreement shall in
all respects, including all matters of construction, validity and performance,
be governed by, and construed and enforced in accordance with, the laws of the
State of Washington, without regard to any rules governing conflicts of laws.  17.          Arbitration; Attorneys Fees  Except in connection with
enforcing Section 10 hereof, for which legal and equitable remedies may be
sought in a court of law, any dispute arising under this Agreement shall be
subject to arbitration.  The arbitration
proceeding shall be conducted in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (the AAA
Rules) then in effect, conducted by one arbitrator either
mutually agreed upon or selected in accordance with the AAA Rules.  The arbitration shall be conducted in King
County, Washington, under the jurisdiction of the Seattle office of the
American Arbitration Association.  The
arbitrator shall have authority only to interpret and apply the provisions of
this Agreement, and shall have no authority to add to, subtract from or
otherwise modify the terms of this Agreement. 
Any demand for arbitration must be made within sixty (60) days of the event(s)
giving rise to the claim that this Agreement has been breached.  The arbitrators decision shall be final and
binding, and each party agrees to be bound to by the arbitrators award,
subject only to an appeal therefrom in accordance with the laws of the State of
Washington.  Either party may obtain
judgment upon the arbitrators award in the Superior Court of King, County,
Washington.  If it becomes necessary
to pursue or defend any legal proceeding, whether in arbitration or court, in
order to resolve a dispute arising under this Agreement, the prevailing party
in any such proceeding shall be entitled to recover its reasonable costs and
attorneys fees.  18.          Severability  If any provision of this
Agreement shall be held invalid, illegal or unenforceable in any jurisdiction,
for any reason, including, without limitation, the duration of such provision,
its geographical scope or the extent of the activities prohibited or required
by it, then, to the full extent permitted by law, (a) all other provisions
hereof shall remain in full force and effect in such jurisdiction and shall be
liberally construed in order to carry out the intent of the parties hereto as
nearly as may be possible, (b) such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
any other provision hereof, and (c) any court or  14 
   arbitrator having
jurisdiction thereover shall have the power to reform such provision to the
extent necessary for such provision to be enforceable under applicable law.  19.          Entire Agreement  Except as described in
Section 22 hereof, this Agreement constitutes the entire agreement between
the Company and the Executive with respect to the subject matter hereof, and
all prior or contemporaneous oral or written communications, understandings or
agreements between the Company and the Executive with respect to such subject
matter are hereby superseded and nullified in their entireties, except that the
Proprietary Information and Invention Agreement between the Company and the
Executive shall continue in full force and effect to the extent not superseded
by Section 10 hereof.  20.          Withholding  The Company may withhold
from any amounts payable under this Agreement such federal, state or local
taxes as shall be required to be withheld pursuant to any applicable law or
regulation.  21.          Counterparts  This Agreement may be
executed in counterparts, each of which counterparts shall be deemed an
original, but all of which together shall constitute one and the same instrument.  22.          Coordination With Severance Agreement  The Severance Agreement
that the parties are entering into contemporaneously with this Agreement
provides for certain forms of severance and benefit payments in the event of
termination of the Executives employment. 
This Agreement is in addition to the Severance Agreement and in no way
supersedes or nullifies the Severance Agreement.  Nevertheless, it is possible that termination of employment by
the Company or by the Executive may fall within the scope of both
agreements.  In such event, payments
made to the Executive under Section 8.1 hereof shall be coordinated with
payments made to the Executive under Section 5.1 of the Severance
Agreement as follows:  (a)           Accrued Obligations under this
Agreement shall be paid first, in which case Accrued Obligations need not be
paid under the Severance Agreement;  15 
   (b)           COBRA Continuation under this
Agreement shall be provided first, in which case COBRA Continuation need not be
provided under the Severance Agreement; and  (c)           the severance payment required under
Section 8.1(d) hereof shall be paid first, in which case any severance payment
required under Section 5.1(c) of the Severance Agreement need not be paid.  IN WITNESS WHEREOF, the
parties have executed and entered into this Agreement effective on the date
first set forth above.  NEORX CORPORATIONBy:Name:Its:EXECUTIVEBy:Name:  16 
   APPENDIX
A  For purposes of this
Agreement, a Change of Control shall
mean:  (a)           A Board
Change that, for purposes of this Agreement, shall have
occurred if a majority (excluding vacant seats) of the seats on the Board are
occupied by individuals who were neither (i) nominated by a majority of
the Incumbent Directors nor (ii) appointed by directors so nominated.  An Incumbent Director
is a member of the Board who has been either (i) nominated by a majority
of the directors of the Company then in office or (ii) appointed by
directors so nominated, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act)) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person (as hereinafter defined) other than the Board; or  (b)           The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a Person) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of (i) twenty percent (20%) or more of either (A) the then
outstanding shares of Common Stock of the Company (the Outstanding
Company Common Stock) or (B) the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the Outstanding
Company Voting Securities), in the case of either (A) or
(B) of this clause (i), which acquisition is not approved in advance by a
majority of the Incumbent Directors, or (ii) thirty-three percent (33%) or
more of either (A) the Outstanding Company Common Stock or (B) the
Outstanding Company Voting Securities, in the case of either (A) or (B) of
this clause (ii), which acquisition is approved in advance by a majority of the
Incumbent Directors; provided, however, that the following acquisitions shall
not constitute a Change of Control: 
(x) any acquisition by the Company, (y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, or (z) any acquisition by
any corporation pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the conditions
described in clauses (i), (ii) and (iii) of subsection (c) of this
Appendix A are satisfied; or  17 
   (c)           Approval by the shareholders of the
Company of a reorganization, merger or consolidation, in each case, unless,
immediately following such reorganization, merger or consolidation, (i) more
than sixty percent (60%) of, respectively, the then outstanding shares of
common stock of the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportion as their ownership
immediately prior to such reorganization, merger or consolidation of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities,
as the case may be, (ii) no Person (excluding the Company, any employee
benefit plan (or related trust) of the Company or such corporation resulting
from such reorganization, merger or consolidation and any Person beneficially
owning, immediately prior to such reorganization, merger or consolidation,
directly or indirectly, thirty-three percent (33%) or more of the Outstanding
Company Common Stock or the Outstanding Company Voting Securities, as the case
may be) beneficially owns, directly or indirectly, thirty-three percent (33%)
or more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or consolidation or the
combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors, and
(iii) at least a majority of the members of the board of directors of the
corporation resulting from such reorganization, merger or consolidation were
the Incumbent Directors at the time of the execution of the initial agreement
providing for such reorganization, merger or consolidation; or  (d)           Approval by the shareholders of the
Company of (i) a complete liquidation or dissolution of the Company or
(ii) the sale or other disposition of all or substantially all the assets
of the Company, other than to a corporation with respect to which immediately
following such sale or other disposition, (A) more than sixty percent (60%)
of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities immediately prior to such sale or other disposition
in substantially the same proportion as their ownership, immediately prior to
such sale or other disposition, of the Outstanding Company  18 
   Common Stock and
the Outstanding Company Voting Securities, as the case may be, (B) no
Person (excluding the Company, any employee benefit plan (or related trust) of
the Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, thirty-three
percent (33%) or more of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, thirtythree percent (33%) or more of,
respectively, the then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors, and
(C) at least a majority of the members of the board of directors of such
corporation were approved by a majority of the Incumbent Directors at the time
of the execution of the initial agreement or action of the Board providing for
such sale or other disposition of the Companys assets.  19