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                                                                 EXHIBIT 10.37

                      CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (this "Agreement"), dated as of 
_____________, ____, is entered into by and between NEORX CORPORATION, a 
Washington corporation (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 term of this Agreement ("Term") shall be for a period of two (2) 
years from the date of this Agreement as first appearing above, at which time 
this Agreement shall terminate without further action by either the Company 
or the Executive; provided, however, that the Term shall automatically renew 
for additional two (2) year periods 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 

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during the Term, the Term shall automatically extend for the duration of the 
Employment Period.

                                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.

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                       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 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

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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:

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

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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 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.

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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 that 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); 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;

          (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 as severance pay equal to one (1) times the Annual 
Base Salary for the fiscal year in which the Date of Termination occurs; and

          (d) 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 

                                     -6-

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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).

8.4  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) 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;

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          (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

          (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 

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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 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.

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 

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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 Corporation
                                             410 West Harrison
                                             Seattle, Washington 98119
                                             Attn:  President

     With a copy to:                         Perkins Coie
                                             1201 Third Avenue, 40th Floor
                                             Seattle, Washington 98101-3099
                                             Attn: James R. Lisbakken

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 

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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.

                              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 

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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 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.

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                     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 need not be paid if 
paid under the Severance Agreement;

          (b) COBRA Continuation under this Agreement shall need not be 
provided to the extent COBRA Continuation is provided under Section 5.1(c) of 
the Severance Agreement; and

          (c) The severance payment required under Section 8.1(c) hereof 
shall be paid in addition to any severance payment required under Section 
5.1(c) of the Severance Agreement.

     IN WITNESS WHEREOF, the parties have executed and entered into this 
Agreement effective on the date first set forth above.

                                               NEORX CORPORATION


                                               By
                                                 ------------------------------
                                               Its
                                                 ------------------------------



                                               EXECUTIVE



                                                 ------------------------------






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                                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

     (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 

                                 -14-

<PAGE>

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 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.

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