Exhibit 10.8


 


ASSIGNMENT OF LICENSE AGREEMENT


 


This Assignment Agreement,
effective as of March 15, 2016 (the “Effective Date”), is entered into between Tallikut Pharmaceuticals, Inc. (“Tallikut”),
a corporation existing under the laws of Delaware, and Accelerated Pharma, Inc. (“API”), a corporation existing under
the laws of Delaware.


 


WHEREAS, pursuant
to that certain License Agreement between AnorMED Inc. (“AnorMED”) and NeoRx Corporation (“NeoRx”), dated April
2, 2004, as amended by that certain Amendment No. 1 to License Agreement, dated September 18, 2006, between AnorMED and Poniard
Pharmaceuticals, Inc., as successor-in-interest to NeoRx (“Poniard”) (as amended, the “License Agreement,”
a copy of which is attached hereto as Exhibit 1), Poniard obtained a license from AnorMED to certain patent rights, technical
data, and information related to picoplatin (also referred to as AMD473) (the “AnorMED Patents”);


 


WHEREAS, Encarta,
Inc. (“Encarta”) acquired all of Poniard’s right, title and interest in and to all assets related to picoplatin, including
Poniard’s licensed rights to the AnorMED Patents, pursuant to that certain Assert Purchase Agreement between Poniard (assignment
for the benefit of creditors), LLC and Encarta, dated June 20, 2013;


 


WHEREAS, Tallikut subsequently acquired
Encarta, including its licensed rights to the AnorMED Patents;


 


WHEREAS, AnorMED, including its
assets related to picoplatin, was acquired by Genzyme Corp., which was acquired by Sanofi;


 


WHEREAS, Tallikut sublicensed its
licensed rights to the AnorMED Patents to API pursuant to that certain Exclusive License Agreement dated June 17, 2014; and


 


WHEREAS, Tallikut desires to assign
the License Agreement, including its rights to the AnorMED Patents, to API;


 


NOW, THEREFORE, in consideration
of the mutual covenants and promises herein contained, the parties hereto agree as follows.


 


Section
1.        Tallikut warrants and represents that the License Agreement is in full force and effect and is fully assignable.
Tallikut further warrants and represents that rights in the License Agreement herein transferred are free of liens, encumbrances
or adverse claims. The License Agreement has not been modified (except to the extent of the above-referenced amendment) and remains
in effect pursuant to the terms contained therein. Tallikut hereby assigns its entire right, title, and interest in and to, and
its obligations under, the License Agreement to API (the “Assignment”).


 


Section
2.        API hereby accepts the Assignment, and agrees to assume, perform, and comply with and to be bound by all of the
terms, covenants, agreements, provisions, and conditions of the License Agreement as of the Effective Date.


 




    	Assignment of License Agreement	 	Page 1 of 2



     


    

 


Section
3.        Tallikut shall remain bound by any payment obligations to AnorMED under the License Agreement relating to the period
prior to the Effective Date, and Tallikut shall remain liable to AnorMED for any claims arising out of such rights prior to the
Effective Date.


 


Section
4.        Tallikut hereby represents and warrants that it has the full right to convey the right, title, and interest herein assigned
and that Tallikut has not executed and will not execute any agreement in conflict herewith.


 


Section 5.        Tallikut
hereby represents and warrants that it has received the necessary consent to assign the License Agreement, as required under Section
19.1 of the License Agreement.


 


Section
6.        This Assignment Agreement and the obligations of Tallikut and API hereunder
shall be binding upon and inure to the benefit of Tallikut and API and their respective successors and assigns, and may not be
modified or amended in any manner other than by a written agreement signed by the party to be charged therewith. Tallikut and
API agree to execute any and all other assignments, documents, certificates and other instruments as may at any time be deemed
reasonably necessary to further evidence or consummate this Assignment Agreement.


 


IN WITNESS WHEREOF, the parties have executed
this Assignment Agreement effective as of the Effective Date.


 


	TALL1KUT P ARMACEUTICALS, INC.	ACCELERATED PHARMA INC.


 


	By:	/s/ Fred Craves	 	By:	/s/ Michael Fonstein
	 	 	 	 	 
	Name:	Fred Craves	 	Name:	Michael Fonstein
	 	 	 	 	 
	Title:	Chairman of the Board	 	Title:	Chief Executive Officer


 








    	Assignment of LICENSE Agreement	 	Page 2 of 2



     


    

 





 



 


ANORMED
INC. 


 


AND


 


NEORX
CORPORATION


 


 


 



 


LICENSE


 


AGREEMENT


 





 



 




     

    	 	 	 



    

 


LICENSE
AGREEMENT  


 


TABLE OF CONTENTS


 


	Article 1 DEFINITIONS	1
	1.1	Definitions	1
	1.2	Other Definitions	6
	 	 	 
	Article 2 DEVELOPMENT PROGRAM	6
	2.1	Development Program	6
	2.2	AnorMED Assistance	6
	2.3	Progress Reports	6
	2.4	Committee; Committee Meetings	7
	 	 	 
	Article 3 GRANT OF LICENSE	7
	3.1	Grant of License	7
	3.2	Right to Grant Sublicenses	7
	3.3	Reservation of Rights	8
	3.4	Transfer of Information	8
	 	 	 
	Article 4 COMMERCIALIZATION	8
	4.1	Diligence in Commercialization	8
	4.2	Decision Not to Commercialize	9
	 	 	 
	Article 5 SUPPLY OF LICENSED COMPOUNDS AND LICENSED PRODUCTS	9
	5.1	Supply of AMD473	9
	5.2	Supply of Licensed Product	9
	5.3	Delivery	9
	5.4	Permits and Licenses	10
	 	 	 
	Article 6 LICENSE FEES	10
	6.1	Additional Definitions	10
	6.2	Initial License Fee	10
	6.3	Milestone Payments	10
	6.4	Form of Milestone Payments	11
	6.5	Notice of Milestone and Payment	11
	6.6	Nature of Payments	11
	 	 	 
	Article 7 ROYALTY PAYMENTS	11
	7.1	ICR Agreement	11
	7.2	Basic Royalty	12
	7.3	Sublicensing Royalty	12
	7.4	Third Party License Fees and Royalties	13
	7.5	Royalty Payments Upon Termination	13
	 	 	 
	Article 8 PAYMENT TERMS	13
	8.1	Invoices and Payments	13
	8.2	Payment of Royalties	14
	8.3	Currency of Payment	14
	8.4	Currency Transfer Restrictions	14
	8.5	Taxes	14
	8.6	Net Sales Reports	14
	8.7	Accounts and Audit	15
	8.8	Confidentiality of Reports	16
	8.9	Interest	16


 




     

    	 	 	 



    

 





	Article 9 INTELLECTUAL PROPERTY	16
	9.1	Existing Intellectual Property	16
	9.2	Ownership of New Inventions	16
	9.3	Improvements	17
	9.4	Trademarks	17
	 	 	 
	Article 10 PATENTS; PROSECUTION AND LITIGATION	17
	10.1	Prosecution of Patents	17
	10.2	Patent Review and Recommendations	18
	10.3	Patent Costs	19
	10.4	Right to Assume Prosecution	19
	10.5	Third Party Claims of Infringement	19
	10.6	Infringement by Third Parties	20
	10.7	Cooperation; Costs and Awards	20
	10.8	Cooperation with Other Licensees	21
	10.9	Interference Proceedings	21
	10.10	Status of Proceedings	 
	 	 	 
	Article 11 CONFIDENTIALITY; PUBLICITY; PUBLICATIONS	21
	11.1	Obligation of Confidentiality	21
	11.2	Permitted Disclosures	21
	11.3	Disclosure with Consent	 
	11.4	Ownership of Confidential Information	22
	11.5	Press Releases	22
	11.6	Publication	22
	11.7	Duration of Obligation	22
	 	 	 
	Article 12 LEGAL AND REGULATORY	22
	12.1	Compliance with Laws	 
	12.2	AMD473 Regulatory Activities	23
	12.3	Regulatory Program Progress Reports	24
	12.4	Safety	24
	12.5	Recalls	24
	 	 	 
	Article 13 REPRESENTATIONS, WARRANTIES AND COVENANTS	24
	13.1	AnorMED’s Representations, Warranties and Covenants	24
	13.2	NeoRx’ Representations, Warranties and Covenants	25
	13.3	No Warranty	25
	 	 	 
	Article 14 TERM AND TERMINATION	25
	14.1	Expiration	25
	14.2	Termination	26
	14.3	Termination by NeoRx	26
	14.4	Termination for Breach	27
	14.5	Termination on Bankruptcy	27
	14.6	Payments on Termination	28
	14.7	Inventory	28
	14.8	Survival	28
	 	 	 
	Article 15 INDEMNIFICATION	29
	15.1	Indemnification of AnorMED	29
	15.2	Indemnification of NeoRx	29
	15.3	Clinical Trials	29
	15.4	Unauthorized Commerce Indemnity	30
	15.5	Indemnification Procedure	30




 




    - ii - 


     


    

 





	Article 16 REPRESENTATIONS AND WARRANTIES OF NEORX	30
	16.1	Representations and Warranties	30
	 	 	 
	Article 17 REPRESENTATIONS AND WARRANTIES OF ANORMED	33
	17.1	Representations and Warranties	33
	 	 	 
	Article 18 REGISTRATION RIGHTS	34
	 	 
	Article 19 MISCELLANEOUS	34
	19.1	Assignment; Inurement	34
	19.2	Dispute Resolution	34
	19.3	Entire Agreement	35
	19.4	Force Majeure	35
	19.5	Further Assurances	35
	19.6	Governing Law	35
	19.7	Insurance	36
	19.8	Notices	36
	19.9	Change of Address	36
	19.10	Rights and Remedies	36
	19.11	Severability	36
	19.12	Counterparts; Facsimile	37




 


EXHIBITS


 


	Exhibit A	AnorMED Patents
	 	 
	Exhibit B	Development Program
	 	 
	Exhibit C	Evaluation Process
	 	 
	Exhibit D	Press Release


 




    - iii - 


     


    

 


LICENSE
AGREEMENT


 


THIS
LICENSE AGREEMENT (this “Agreement”) is entered into as of 4-2-2004, (the “Effective Date”)
by and among ANORMED INC. (“AnorMED”), a corporation organized and existing under the laws of Canada
and having an office at #200 - 20353 64th Ave, Langley, BC Canada V2Y 1N5 and NEORX CORPORATION (“NeoRx”),
a corporation organized and existing under the laws of the State of Washington, United States of America, and having an office
at 300 Elliott Avenue West, Suite 500, Seattle, Washington, USA 98119-4114.


 


RECITALS


 


WHEREAS:


 


A.           Effective
November 15, 1989, The Institute of Cancer Research: Royal Cancer Hospital and Johnson- Matthey PLC entered into a Collaboration
Agreement, as amended effective as of February 25, 1998 and March 24, 1998 (collectively, the “ICR Agreement”);


 


B.           Effective
June 28, 1996, all rights and obligations of Johnson Matthey PLC under the ICR Agreement with respect to a drug compound known
as AMD473, including, without limitation, the exclusive right to develop and commercialize AMD473, were assigned to AnorMED;


 


C.           From
its own independent research program and the research conducted under the ICR Agreement, AnorMED has valuable patent rights, technical
data and information relating to AMD473 and analogs or derivatives or backup compounds of AMD473; and


 


D.           NeoRx
desires to acquire from AnorMED a license to develop, manufacture and commercialize products incorporating AMD473 and/or its analogs,
derivatives and backup compounds, upon the terms and conditions set forth herein.


 


NOW,
THEREFORE, for and in consideration of the mutual covenants, rights and obligations contained in this Agreement and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


Article
1 DEFINITIONS.


 


		1.1	Definitions.



 


In
this Agreement, the following words will have the meanings set out below:


 


		(a)	"Affiliate"
                                         shall mean, with respect to any Person, any Person directly or indirectly controlled
                                         by, controlling or under common control with such Person. For the purposes of this definition,
                                         except as otherwise expressly set out in this Agreement, “control”
                                         shall mean direct or indirect beneficial ownership of 50% or greater interest in the
                                         income of such Person or such other relationship as, in fact, constitutes actual control;



 


		(b)	“AMD473”
                                         shall mean the compound having the chemical name [SP-4-3]-amminedichloro(2- methylpyridine)platinum(II);



 


		(c)	“AnorMED
                                         Know-How” shall mean all Know-How that is or becomes owned and/or controlled
                                         by AnorMED as at the Effective Date and/or during the Term that relates to a Licensed
                                         Compound or a Licensed Product and that is necessary to make, have made, use, sell, offer
                                         for sale or import the Licensed Compound or the Licensed Product in the Territory in
                                         the Field;



 




     

    	 	 	 



    

 


		(d)	“AnorMED
                                         Patents” shall mean:



 


		(i)	the
                                         Patents identified in Exhibit A attached to this Agreement,



 


		(ii)	any
                                         Patents that claim any patentable improvements to the Patents identified in Exhibit
                                         A attached to this Agreement made by the parties during the Term, whether jointly
                                         or solely by a party, and



 


		(iii)	any
Patents that AnorMED owns or otherwise controls during the Term that relates to a Licensed Compound or a Licensed Product and
that is necessary to make, have made, use, sell, offer for sale or import the Licensed Compound or the Licensed Product in the
Territory in the Field, to the extent that AnorMED possesses the ability to grant access, a license or a sublicense (as applicable)
without violating the terms of any written agreement with a Third Party;



 


		(e)	“Business
                                         Day” shall mean any day other than a day which is a Saturday, Sunday or astatutory
                                         holiday in the Province of British Columbia, Canada or the State of Washington, USA;



 


		(f)	“Competition”
                                         shall mean, in respect of a particular country in the Territory, sales of any finished
                                         drug product (other than a Licensed Product) containing AMD473 or any analogues or derivatives
                                         or backup compounds of AMD473, the making, having made, using, selling, offering for
                                         sale or importing of which would infringe a Valid Claim of one or more of the AnorMED
                                         Patents in such country, where such sales are equal to or greater than 10% of the unit
                                         sales volume of a Licensed Product in such country;



 


		(g)	“Confidential
                                         Information” shall mean all information, data and records, whether written
                                         or oral, which is obtained by a receiving party (AnorMED or NeoRx, as the case may be)
                                         from a disclosing party (AnorMED or NeoRx, as the case may be). Information shall not
                                         be considered "Confidential Information" to the extent that when considered
                                         as a whole and in the context disclosed, the information:



 


		(i)	is in the public domain at the time of disclosure,



 


		(ii)	subsequently becomes part of the public domain throughno
act or fault of the receiving party or its agents or employees,



 


		(iii)	can be demonstrated by the receiving party’s written
records to have been known or otherwise available to the receiving party prior to the disclosure by the disclosing party,



 


		(iv)	can be demonstrated by the receiving party’s written
records to have been subsequently provided to the receiving party, without restriction, by a Third Party who has the right to
make such disclosure,



 


		(v)	is subsequently and independently developed by employees
of the receiving party or Affiliates (for this purpose, “control” in the definition of Affiliate shall mean direct
or indirect beneficial ownership of 35% or greater interest in the income of a Person or such other relationship as, in fact,
constitutes actual control) of the receiving party who had no knowledge of the information disclosed, as demonstrated by the receiving
party’s written records, or



 


		(vi)	is required to be disclosed by law or government regulation(s),
provided that the receiving party gives the disclosing party prompt notice of the required disclosure in order to allow the disclosing
party to seek protective treatment.



 


A combination of features will
not be deemed within the foregoing exceptions merely because individual features are in the public domain or in the possession
of the receiving party unless the combination itself is in the public domain or in the possession of the receiving party;


 


		(h)	“Current
                                         Market Price” shall have the meaning set out in Subsection 6.1(b);



 


		(i)	“Development
                                         Program” shall have the meaning set out in Section 2.1;



 


		(j)	“FDA”
                                         shall mean the United States Food and Drug Administration or any successor agency thereof;



 


		(k)	“Field”
                                         shall mean the use of a Licensed Compound or a Licensed Product for the diagnosis, prevention
                                         and/or treatment of any human disease;



 




    	 	- 2 -	 



     


    

 


		(l)	“First Commercial
                                         Sale” shall mean the first sale of a Licensed Product by NeoRx or an Affiliate
                                         or a sublicensee of NeoRx in a country in the Territory following the receipt or issuance
                                         of Regulatory Approval for the Licensed Product in that country or, if no such Regulatory
                                         Approval or similar marketing approval is required, the date upon which the Licensed
                                         Product is first commercially launched in such country. For the purposes of the definition
                                         of “First Commercial Sale”, “control” in the definition
                                         of Affiliate shall mean direct or indirect beneficial ownership of 35% or greater interest
                                         in the income of a Person or such other relationship as, in fact, constitutes actual
                                         control;



 


		(m)	“GAAP” or “generally accepted
accounting principles” shall mean the conventions, rules and procedures that define accounting practices as established,
and revised or amended, by the Financial Accounting Standards Board;



 


		(n)	“ICR”
                                         shall mean The Institute of Cancer Research: Royal Cancer Hospital, London, United Kingdom;



 


		(o)	“ICR Agreement” means the Collaboration
Agreement between ICR and Johnson Matthey PLC dated November 15th, 1989, as amended by Letter Agreement dated February 25th, 1998
and by Amendment dated March 24, 1998;



 


		(p)	“IND” shall mean an Investigational
New Drug Exemption under 21 C.F.R. 355(i) pursuant to the rules
and policies of the FDA and such equivalent regulations or standards of countries outside the United States as may be applicable
to the activities conducted hereunder;



 


		(q)	“Intellectual Property” shall mean any
discoveries, improvements, patents, patent applications, copyrights, copyright applications, industrial designs, industrial design
applications, mask works, trademarks, trademark applications and trade secrets;



 


		(r)	“Know-How” shall mean any and all data,
results, instructions, processes, formulae, trade secrets, expert opinions, regulatory submissions and other information (in written
or other tangible form) including, without limitation, any chemical, pharmacological, toxicological, pre-clinical, clinical, assay,
control and manufacturing data, biological materials, manufacturing or related technology, analytical methodology, chemical and
quality control procedures, protocols, techniques, improvements, results and reports of experimentation and testing;



 


		(s)	“Licensed Compound” shall mean AMD473,
and any analogues or derivatives or backup compounds of AMD473, the making, having made, using, selling, offering for sale or
importing of which would, but for the license granted herein, infringe a Valid Claim of one or more of the AnorMED Patents;



 


		(t)	“Licensed Product” shall mean any pharmaceutical
compositions approved as a drug in the Territory in dosage form in any formulation that contains a Licensed Compound as an active
ingredient and that are packaged and labelled for sale to the ultimate customer for use in the Field;



 


		(u)	“NDA” means a complete New Drug Application
and all supplements thereto filed with the FDA including all documents, data, and other information concerning a Licensed Product
which are necessary for, or included in, FDA approval to market such Licensed Product as more fully defined in 21 C.F.R. §
314.5 et seq and such equivalent regulations or standards of countries outside the United States as may be applicable to
activities anticipated hereunder;



 


		(v)	“Net Sales” shall mean the gross invoiced
sales price for Licensed Product sold or otherwise transferred to end users of the Licensed Product, less:



 


		(i)	credits or allowances, if any, given or made for purchase charge backs, price reductions,
                                                                                 returns, rebates, rejections, recall or destruction of spoiled, damaged, out-dated, returned or otherwise unacceptable
                                                                                 product (voluntarily made or requested or made by quantity, trade, an appropriate governmental agency, subdivision or
                                                                                 department) on account of or in relation to the invoiced sales price of Licensed Products,



 


		(ii)	if actually allowed or given



 


		(A)	allowances and/or incentives,



 


		(B)	price reductions, and



 


		(C)	rebates,



 


on account of or in relation to
the invoiced sales price of Licensed Products,


 




    	 	- 3 -	 



     


    

 


		(iii)	any duty, tax, excise or governmental charge upon or measured
by the production, sale, transportation, delivery or use of Licensed Products related to or based upon sales of Licensed Products
(including value added taxes but excluding taxes on net income), and



 


		(iv)	transportation and handling charges or allowances (freight,
postage, shipping and insurance), if any, incurred on account of or in relation to the invoiced sales price of Licensed Products.



 


Any Licensed Product sold or otherwise
transferred in other than an arm’s-length transaction or for other property (e.g., barter) or at less than fair market value
shall be deemed invoiced at its fair market price in such country of sale or transfer.


 


“Net Sales” shall
not include any amount for:


 


		(v)	the transfer of free samples of Licensed Product for marketing
purposes or on compassionate grounds and, prior to marketing, clinical trial materials, and



 


		(vi)	the sale or other transfer of Licensed Product by or between
Affiliates unless the receiving party is the end user of the Licensed Product, provided that any subsequent resale or re-transfer
of such Licensed Product to an end user of the Licensed Product shall be included in “Net Sales.”



 


For the purposes of the definition
of “Net Sales”, “control” in the definition of Affiliate shall mean direct or indirect beneficial
ownership of 35% or greater interest in the income of a Person or such other relationship as, in fact, constitutes actual control;


 


		(w)	“Patent”
                                         shall mean:



 


		(i)	any issued patent or patent application,



 


		(ii)	all continuations and continuations-in-part applications to the issued patentor patent
                                                                                  application set out in Paragraph (i) (solely to the extent such continuations-in-part applications contain subject matter on
                                                                                  which claims issuing obtain the benefit of a priority date of any patent or patent application set out in Paragraph
                                                                                  (i)),



 


		(iii)	all divisions, patents of addition, reissues, renewals and extensions of any of the
                                                                                   patent, patent application, continuations and continuations-in-part applications set out in Paragraphs (i) and (ii), and



 


		(iv)	all foreign counterparts of any of the foregoing (including,
without limitation, European Supplementary Protection Certificates or its equivalent);



 


		(x)	"Person"
                                         shall mean and include any individual, corporation, partnership, firm, joint venture,
                                         syndicate, association, trust, government body and any other form of entity or organization;



 


		(y)	“Phase II”
                                         shall mean that portion of the FDA submission and approval process which provides
                                         for the initial trials of a Licensed Compound and/or Licensed Product on a limited
                                         number of patients for the purposes of determining dose and evaluating safety and efficacy in
                                         the proposed therapeutic indication as more fully defined in 21 C.F.R. § 312.21(b),
                                         and such equivalent regulations or standards of countries outside the United States as
                                         may be applicable to activities conducted hereunder;



 


		(z)	“Phase III”
                                         shall mean that portion of the FDA submission and approval process which provides for
                                         continued trials of a Licensed Compound and/or Licensed Product on sufficient numbers
                                         of patients to establish the safety and efficacy of a Licensed Compound and/or Licensed
                                         Product and generate, if required, pharmacoeconomics data to support regulatory approval
                                         in the proposed therapeutic indication as more fully defined in 21 C.F.R. § 312.21(c),
                                         and such equivalent regulations or standards of countries outside the United States as
                                         may be applicable to activities conducted hereunder;



 


		(aa)	“Prime
                                         Rate” shall mean the rate of interest that the Royal Bank of Canada has announced
                                         as the prime rate as the reference rate to determine interest payable on commercial loans
                                         to its most creditworthy customers on the last Business Day of the calendar quarter immediately
                                         preceding the date of the amount due under the Agreement;



 


		(bb)	“Recall”
                                         shall mean:


 




    	 	- 4 -	 



     


    

 


		(i)	any action to recover possession of any Licensed Product
shipped to Third Parties (for this purpose, the definition of Third Parties shall not include any Affiliate, where “control”
in the definition of Affiliate shall mean direct or indirect beneficial ownership of 35% or greater interest in the income of
a Person or such other relationship as, in fact, constitutes actual control); or



 


		(ii)	any action by the FDA or any other applicable governmental
or regulatory agency in any jurisdiction, to detain or destroy quantities of any Licensed Product intended for commercial sale
or distribution of such Licensed Product or to prevent release of such Licensed Product for commercial sale or distribution.



 


“Recalled”
 and “Recalling”
shall have comparable meanings;


 


		(cc)	“Regulatory
                                         Approval” shall mean any and all approvals (including pricing and reimbursement
                                         approvals), licenses, registrations or authorizations of any federal, state, provincial
                                         or local regulatory agency, department, bureau or other governmental entity, necessary
                                         for the commercial manufacture, use, storage, import, transport, marketing, and sale
                                         or distribution of a Licensed Product in a country or regulatory jurisdiction in the
                                         Territory in the Field;



 


		(dd)	“Sublicensing
                                         Milestone Revenue” shall mean all revenues (including profits on the commercial
                                         manufacture by NeoRx or its Affiliates of Licensed Compounds and Licensed Products),
                                         receipts, monies, milestone payments and research fees (in respect of research fees,
                                         only to the extent that same are in excess of reimbursement for the direct costs and
                                         indirect costs of research and development or pursuit of Regulatory Approval undertaken
                                         by NeoRx or its Affiliates pursuant to a written research or development plan), payments
                                         (including amounts received from the sale of shares in the capital stock of NeoRx in
                                         excess of the Current Market Value for such shares), license fees and the fair market
                                         value of all other consideration collected or received by NeoRx or its Affiliates whether
                                         by way of cash, or credit or any barter, benefit, advantage, or concession relating to
                                         any sublicense agreements relating to any Valid Claims which form a part of the AnorMED
                                         Patents licensed to NeoRx under Section 3.1, the AnorMED Know-how licensed to NeoRx
                                         under Section 3.1, or otherwise to any Licensed Products. For the purposes of the definition
                                         of “Sublicensing Milestone Revenue”, the term “indirect costs”
                                         shall mean costs incurred for the benefit of the Development Program or the commercialization
                                         of a Licensed Product, excluding directly identified costs (direct costs), and including
                                         facility rental costs; utilities costs; laboratory and manufacturing equipment depreciation;
                                         and salaries, vacation pay, sick leave pay, health insurance premiums, FICA taxes (or
                                         their equivalent) and pension costs for employees, but only to the extent that such employees’
                                         work benefits the Development Program or the commercialization of a Licensed Product.
                                         For the avoidance of doubt:



 


		(i)	milestone payments collected or received by NeoRx or its
Affiliates for reaching an annual, cumulative or otherwise measured sales-related milestone criteria shall be included in the
calculation of Sublicensing Milestones Revenue and not Sublicensing Sales Revenue, and



 


		(ii)	Sublicensing
Milestone Revenue shall exclude all Sublicensing Sales Revenue.



 


For the purposes of the
                                         definition of “Sublicensing Milestone Revenue”, “control”
                                         in the definition of Affiliate shall mean direct or indirect beneficial ownership of
                                         35% or greater interest in the income of a Person or such other relationship as, in fact,
                                         constitutes actual control. In the event of any dispute regarding whether any cash, or
                                         credit or any barter, benefit, advantage, or concession should be included in Sublicensing
                                         Milestone Revenue, or the fair market value of any consideration collected or received
                                         by NeoRx or its Affiliates by way of credit or any barter, benefit, advantage, or concession,
                                         such dispute shall be resolved pursuant to Section 19.2;


 


		(ee)	“Sublicensing
                                         Sales Revenue” shall mean all revenues, receipts, monies, payments and royalties
                                         collected or received by NeoRx or its Affiliates whether by way of cash, or credit or
                                         any barter, benefit, advantage, or concession calculated as a percentage of Net Sales
                                         of Licensed Products by sublicensees of NeoRx or NeoRx’ Affiliates. For the purposes
                                         of the definition of “Sublicensing Sales Revenue”, “control”
                                         in the definition of Affiliate shall mean direct or indirect beneficial ownership of
                                         35% or greater interest in the income of a Person or such other relationship as, in fact,
                                         constitutes actual control. In the event of any dispute regarding whether any cash, or
                                         credit or any barter, benefit, advantage, or concession should be included in Sublicensing
                                         Sales Revenue, or the fair market value of any consideration collected or received by
                                         NeoRx or its Affiliates by way of credit or any barter, benefit, advantage, or concession,
                                         such dispute shall be resolved pursuant to Section 19.2;



 




    	 	- 5 -	 



     


    

 


		(ff)	“Terra” shall have the meaning set forth
in Section 14.1;



 


		(gg)	“Territory” shall mean world-wide, except
Japan;



 


		(hh)	“Third Party” shall mean any Person
other than NeoRx, AnorMED or their respective Affiliates; and



 


		(ii)	“Valid Claim” shall mean, with respect
to each country in the Territory:



 


		(i)	a claim of a pending patent application, provided that
the patent application has not been pending for longer than 7 years after the date from which such application claims priority,
and



 


		(ii)	a claim of an issued, unexpired patent or a claim of an
issued, unexpired patent term extended by the European Supplementary Protection Certificate(s) or its equivalent,



 


that has not
been:


 


		(iii)	permanently revoked, held invalid, unpatentable or unenforceable
by a final decision of a court or governmental agency of competent jurisdiction, which decision is unappealable or was not appealed
within the time allowed therefor, or



 


		(iv)	admitted in writing to be invalid or unenforceable by the
holder(s) by reissue, disclaimer or otherwise.



 


		1.2	Other Definitions.



 


Any words defined elsewhere in
this Agreement shall have the particular meaning assigned to the words thereto.


 


Article 2 DEVELOPMENT PROGRAM.


 


		2.1	Development Program.



 


NeoRx, at its cost and expense,
in its commercially reasonable discretion, shall conduct research and development to evaluate the use of the Licensed Compound
and/or the Licensed Product (the “Development Program”), including but not limited to human clinical studies
through to NDA approval for the Licensed Compound and/or the Licensed Product, including the clinical studies set out in Exhibit
B.


 


		2.2	AnorMED Assistance.



 


		(a)	AnorMED, at NeoRx’ written request, shall provide
to NeoRx, for a period of six (6) months commencing on the Effective Date, reasonable technical assistance of up to one half of
one full time equivalent (FTE) located at AnorMED’s Langley facilities to assist NeoRx in the transfer to NeoRx of technical
information relating to the AnorMED Patents and AnorMED Know-How licensed to NeoRx under this Agreement.



 


		(b)	Following the expiration of six (6) months after the Effective
Date or if NeoRx’ requirements for additional reasonable technical assistance during the first six (6) months exceed one
half of one FTE, AnorMED will provide, upon written request from NeoRx, additional reasonable technical assistance of up to 2
FTEs located at AnorMED’s Langley facilities, which AnorMED will charge to NeoRx at the rate of US$250,000 per FTE, to:



 


		(i)	participate with and, at NeoRx’ written request,
advise NeoRx in carrying out the Development Program; and



 


		(ii)	assist NeoRx, at NeoRx’ written request, in determining
its requirements of Licensed Compound and other materials for the Development Program.



 




    	 	- 6 -	 



     


    

 


		2.3	Progress Reports.



 


		(a)	NeoRx shall keep AnorMED informed of the progress of the
development and commercialization of the Licensed Compounds and/or the Licensed Products, and NeoRx shall provide to AnorMED,
on a calendar quarterly basis, a written report updating AnorMED on NeoRx’ progress thereon during the past calendar quarter.



 


		(b)	In the event that AnorMED grants licenses to Third Parties
under the AnorMED Patents outside the Territory, AnorMED shall provide to NeoRx, on a calendar quarterly basis or as soon as practicable
after receipt from such Third Parties, written reports setting out the information provided by such Third Party licensees on their
progress in the development and commercialization of the Licensed Compounds and/or the Licensed Products during the past calendar
quarter.



 


		(c)	The written reports provided under this section shall include
the then current technical status of the development of the Licensed Compounds and the Licensed Products, including results achieved,
the major activities the party providing the report (or its licensees and sublicensees, as the case may be) has undertaken to
promote, market, sell or otherwise commercialize the Licensed Products, and any other pertinent information relating to the development,
manufacturing and commercialization of the Licensed Compounds and the Licensed Products, including, but not limited to, a summary
of clinical data, preclinical data, clinical protocols, the status of regulatory filings in the Territory and discussions with
potential sublicensees or marketing partners.



 


		(d)	Notwithstanding the reporting requirements set out herein,
each party agrees to use reasonable efforts to provide to the other party during the Term prompt written notice of material events
in the development and commercialization of the Licensed Compounds and Licensed Products.



 


		2.4	Committee; Committee Meetings



 


The parties shall establish a committee
composed of an equal number of representatives, but not to exceed three (3) representatives from each party, which representatives
may be replaced by the appointing party at any time for the purpose of communication between the parties regarding the progress
of development and commercialization activities with respect to Licensed Products. Such committee shall meet at least two (2) times
per calendar year, either in person or by teleconference, at such time and location as may be mutually agreed by the parties and
provide the parties with a forum to update each other regarding:


 


		(a)	the global clinical plans and the results of preclinical
studies and clinical trials of NeoRx and of AnorMED’s Japanese licensee, if any;



 


		(b)	NeoRx’ strategic marketing plans and the relative
merits of NeoRx’ potential sublicensees and marketing partners to the extent AnorMED is not developing or commercializing
a competing product or technology; and



 


		(c)	the progress of the development and commercialization of
the Licensed Compounds and/or Licensed Products by NeoRx and by AnorMED’s Japanese licensee, if any.



 


Neither party will be obligated
under this Section 2.4 to disclose its Confidential Information if such Confidential Information is not directly relevant to the
license granted to NeoRx under Article 3 of this Agreement. In no event are the communications between the parties intended to
abrogate the parties' discretion and independence in conducting their business activities.


 


Article 3 GRANT OF LICENSE.


 


		3.1	Grant of License.



 


Subject to the terms and
conditions in this Agreement, AnorMED hereby grants to NeoRx an exclusive, royalty-bearing license, with the right to grant sublicenses,
under the AnorMED Patents and the AnorMED Know-How to research, develop, make, have made, use, have used, sell, have sold, offer
for sale, import and export the Licensed Compound and/or the Licensed Product in the Field in the Territory for the Term.


 




    	 	- 7 -	 



     


    

 


		3.2	Right to Grant Sublicenses.



 


		(a)	NeoRx shall have the right to grantsublicenses of the
licenseunder Section 3.1 to any Person, without the consent of AnorMED, provided that where NeoRx grants a sublicense to its
Affiliates, the obligations and liabilities of such Affiliates and NeoRx under this Agreement shall be joint and several and AnorMED
shall not be obliged to seek recourse against an Affiliate before enforcing its rights against NeoRx. For greater certainty it
is hereby confirmed that any default or breach by an Affiliate of NeoRx of any term of this Agreement will also constitute a default
by NeoRx under this Agreement.



 


		(b)	NeoRx shall furnish to AnorMED a copy of each sublicense
agreement entered into hereunder within 30 days after execution thereof, provided that such copy may be redacted to exclude provisions
relating to any drugs or products that are not Licensed Compounds or Licensed Products, but which shall include all provisions
required to confirm compliance with this Agreement, including the calculation of royalties and the conduct of audits hereunder.
All sublicense agreements furnished to AnorMED hereunder shall be deemed to be the Confidential Information of NeoRx and shall
be subject to AnorMED’s obligation of confidentiality under Article 11, and for the purpose of such obligation, NeoRx hereby
agrees that AnorMED may provide to ICR, pursuant to the ICR Agreement, a copy of each such sublicense agreement.



 


		(c)	NeoRx shall include in each sublicense agreement (including
                                                                             any sublicense granted to an Affiliate) covenants by the sublicensee that are consistent with the terms and
                                                                             conditions set out in this Agreement and that upon termination of this Agreement, such sublicense agreement shall be
                                                                             automatically converted to a direct license from AnorMED.



 


		3.3	Reservation of Rights.



 


AnorMED hereby reserves the right to use
and license the AnorMED Patents and AnorMED Know-How:


 


		(a)	for non-commercial research and testing in the Territory;



 


		(b)	to make or have made Licensed Compound or Licensed
                                                                             Product in the Territory for use outside of the Territory; and



 


		(c)	for any and all uses outside of the Territory.



 


In connection with Subsection 3.3(b) above,
where AnorMED or any of its Affiliates desire to contract with a Third Party (other than AnorMED’s licensees outside the
Territory) for the manufacture of Licensed Compound and/or Licensed Product for use outside the Territory, NeoRx shall have a right
of first negotiation to manufacture Licensed Compound and/or Licensed Product for AnorMED for use outside the Territory in which
case the transfer price to be charged by NeoRx for the supply of Licensed Compound and/or Licensed Product will be NeoRx’
manufacturing costs plus ten percent (10%), provided such price is competitive.


 


		3.4	Transfer of Information.



 


After the Effective Date, AnorMED shall
promptly deliver to NeoRx copies of the AnorMED Know-How, in written or other tangible form, together with assistance in connection
therewith in accordance with Section 2.2.


 


Article 4 COMMERCIALIZATION


 


		4.1	Diligence in Commercialization.



 


		(a)	In the event that the clinical studies conducted by NeoRx under this Agreement
                                                                             demonstrate the requisite safety and efficacy reasonably required for commercialization of a Licensed Product, NeoRx
                                                                             shall, at its sole cost and expense, utilize commercially reasonable efforts and sound and reasonable business practice and
                                                                             judgment in developing and promoting, marketing, selling and otherwise commercializing the Licensed Product in the Field in
                                                                             the Territory, including obtaining the appropriate Regulatory Approvals therefor, to meet or cause to be met the
                                                                             market demand for the Licensed Products.



 


		(b)	NeoRx agrees that it will utilize sound and reasonable business practice and
                                                                             judgment in determining the countries in the Territory in which it desires to sell the Licensed Product and it will
                                                                             use commercially reasonable efforts to achieve the First Commercial Sale of the Licensed Product in such countries within
                                                                             nine (9) months after obtaining Regulatory Approval for the sale of the Licensed Product in such countries, in
                                                                             accordance with the normal practices and standards established by NeoRx or its marketing partner or sublicensee for such
                                                                             country, as the case may be.



 




    	 	- 8 -	 



     


    

 


		(c)	For the purposes of Subsection 4.1(b), NeoRx or its marketing
partner or sublicensee, as the case may be, shall not be in breach of its obligations under Subsection 4.1(b) during any particular
period during the Term where it determines utilizing sound and reasonable business practice and judgment that a decision of a
relevant governmental authority in a country relating to the price or reimbursement for a Licensed Product renders the commercial
sale of the Licensed Product commercially unviable in the country during such period.



 


		4.2	Decision Not to Commercialize.



 


		(a)	If NeoRx, in its sole discretion, at any time during the
Term determines for any reason not to proceed with the commercialization of a Licensed Product in a particular country in the
Territory, NeoRx agrees to promptly disclose any such determination to AnorMED.



 


		(b)	In the event that NeoRx determines that it will not commercialize
a Licensed Product in one or more of the following major countries or jurisdictions in the Territory:



 


		(i)	the United States;



 


		(ii)	Canada;



 


		(iii)	France.



 


		(iv)	Germany;



 


		(v)	Italy;



 


		(vi)	Spain; and



 


		(vii)	United Kingdom.



 


NeoRx shall provide written
notice of the determination to AnorMED, and such notice shall be deemed to be notice under Section 14.3 that NeoRx desires to
terminate the license granted to NeoRx under Section 3.1 in
respect of the Licensed Compound and the Licensed Product in those countries or jurisdictions. In such event, the Territory
shall be deemed to be reduced in scope to exclude from the Territory the country specified in the notice. Upon the expiration
of the notice period set out in Section 14.3, the specified country or jurisdiction shall be excluded from the Territory and
NeoRx’ rights and obligations in respect of the excluded country or jurisdiction shall be governed by Subsection
14.3(d).


 


Article 5 SUPPLY OF LICENSED
COMPOUNDS AND LICENSED PRODUCTS.


 


		5.1	Supply of AMD473.



 


In consideration of the initial
license fees paid by NeoRx to AnorMED under Section 6.2 prior to commercialization of a Licensed Product, AnorMED agrees to supply
to NeoRx, free of charge, on an “AS IS” basis, such quantities of AMD473 as AnorMED has on hand in its inventories
as of the Effective Date. NeoRx shall be responsible for paying all shipping costs, insurance premiums, customs charges, taxes,
duties or other charges that may apply to the supply of AMD473 hereunder, and if any such amounts are paid by AnorMED, NeoRx shall
promptly reimburse AnorMED for any such amounts upon request. The foregoing shall be AnorMED’s sole obligation to NeoRx with
respect to the supply of any quantity of AMD473 or any other Licensed Compound.


 


		5.2	Supply of Licensed Product.



 


Except for the manufacture of one
batch of AMD473 formulated as an intravenous (iv) drug product in accordance with the Letter Agreement between the parties having
an effective date of February 2, 2004 and under which NeoRx will pay for all out-of-pocket expenses incurred by AnorMED associated
with the manufacture, labeling, packaging, testing shipping and stability study for such batch of AMD473, NeoRx shall be responsible
for the manufacture and processing of all developmental and commercial supplies of all Licensed Products in the Field in the Territory,
at its cost and expense.


 




    	 	- 9 -	 



     


    

 


		5.3	Delivery.



 


		(a)	AnorMED shall deliver any AMD473 to be supplied hereunder
to NeoRx-designated facilities, at NeoRx’ sole cost and expense, F.C.A. in accordance with the shipping specifications therefor.
In the absence of written and timely transport carrier and/or delivery instructions from NeoRx, AnorMED shall have the right to
make commercially reasonable arrangements therefor.



 


		(b)	Title to and risk of loss for all AMD473 delivered hereunder
shall pass to NeoRx upon transfer to a common carrier under Subsection 5.3(a).



 


		5.4	Permits and Licenses.



 


		(a)	AnorMED shall be responsiblefor obtaining all necessary
import and/or export licenses or permits (if applicable) for the supply of AMD473 under Section 5.1. NeoRx shall
be responsible for the payment of all import and/or export fees, taxes or duties, etc., in connection with such supply and delivery
to NeoRx of AMD473.



 


		(b)	Except as otherwise provided in Subsection 5.4(a), NeoRx shall be responsible for obtaining
                                                                             all necessary import and/or export licenses or permits (if applicable) and for the payment of all import and/or export fees,
                                                                             taxes or duties in connection with the supply and delivery to NeoRx of all developmental and commercial supplies of all
                                                                             Licensed Compounds and/or Licensed Products.



 


Article 6 LICENSE FEES.


 


		6.1	Additional Definitions.



 


For the purposes
of this Agreement:


 


		(a)	“Common Shares” means common shares
in the capital stock of NeoRx;



 


		(b)	“Current Market Price” of the Common
Shares on any date means the volume-weighted average of the Daily Closing Prices for the 10 consecutive Trading Days immediately
preceding such date, provided that if the Common Shares are not listed on any stock exchange, the “Current Market Price”
shall be determined by agreement between the board of directors of AnorMED and the board of directors of NeoRx, acting in good
faith;



 


		(c)	“Daily Closing Price” for each Trading
Day shall mean the last reported sales price for sales of Common Shares on NASDAQ on which such shares are listed and posted for
trading; and



 


		(d)	“Trading Day” shall mean any day on
which NASDAQ is open for business and on which Common Shares have been traded.



 


		6.2	Initial License Fee.



 


NeoRx shall
pay to AnorMED, an initial license fee of US$2,000,000, payable as follows:


 


		(a)	upon execution of this Agreement, US$1,000,000 in cash
by bank transfer to the co-ordinates given by AnorMED to NeoRx; and



 


		(b)	within five (5) Business Days after execution of this Agreement,
US$1,000,000 in unregistered Common Shares, where the number of Common Shares payable is determined by dividing US$1,000,000 by
the Current Market Price of a Common Share as of the Effective Date and disregarding any remaining fractional Common Share.



 


		6.3	Milestone Payments.



 


In consideration
of the license granted under Article 3, NeoRx shall pay to AnorMED the following milestone payments upon the first occurrence of
each of the development and commercialization milestones set forth below:


 


		(a)	US$1,000,000 upon successful completion of a Phase II study
or initiation of a Phase III study by NeoRx or any of its Affiliates for a Licensed Compound or a Licensed Product;



 


		(b)	US$2,000,000 upon submission to the FDA of a NDA for a
Licensed Product by NeoRx or any of its Affiliates;



 


		(c)	US$5,000,000 upon receipt of Regulatory Approval from the
FDA for a Licensed Product in respect of a filing made by NeoRx or any of its Affiliates seeking approval to market a Licensed
Product;



 




    	 	- 10 -	 



     


    

 


		(d)	US$2,000,000 upon achieving annual Net Sales by NeoRx and
its Affiliates of US$50,000,000 in the United States for any or all Licensed Products; and



 


		(e)	US$3,000,000 upon achieving annual Net Sales by NeoRx and
its Affiliates of US$100,000,000 in the United States for any or all Licensed Products.



 


For the purposes of this Section
6.3, “control” in the definition of Affiliate shall mean direct or indirect beneficial ownership of 35% or greater
interest in the income of a Person or such other relationship as, in fact, constitutes actual control.


 


		6.4	Form of Milestone Payments.



 


		(a)	Each milestone payment to be made by NeoRx under Subsections
6.3(a) and 6.3(b) shall be made, in NeoRx' sole discretion, either:



 


		(i)	in cash, by bank transfer to the co-ordinates given by
AnorMED to NeoRx; or



 


		(ii)	in a combination of:



 


		(A)	cash, payable as set out above, and



 


		(B)	the issuance of the number of Common Shares having a value
equivalent to the amount to be paid in Common Shares determined by dividing such amount by the Current Market Price of a Common
Share as of the date of achievement of the applicable milestone and disregarding any remaining fractional Common Share,



 


provided that a minimum of 15%
of the amounts set out in Subsections 6.3(a) and 6.3(b), as applicable, shall be paid in cash.


 


		(b)	Each milestone payment to be made by NeoRx under Subsections
6.3(c), 6.3(d) and 6.3(e) shall be made in cash, by certified cheque payable to the order of AnorMED or by bank transfer to the
co-ordinates given by AnorMED to NeoRx.



 


		6.5	Notice of Milestone and Payment.



 


For each milestone payment to be
made by NeoRx under Section 6.3:


 


		(a)	NeoRx shall provide prompt written notice to AnorMED of
the achievement of the milestone setting out the milestone achieved and whether the milestone payment will be made in cash or
in Common Shares;



 


		(b)	if required by the parties, AnorMED will provide a written
invoice to NeoRx for the applicable milestone payment; and



 


		(c)	notwithstanding the terms of any invoice provided under
Subsection 6.5(b), NeoRx shall provide to AnorMED the full amount of the milestone payment, whether in cash and/or Common Shares,
within 60 days after the achievement of the milestone.



 


		6.6	Nature of Payments.



 


The payments set forth in Sections
6.2 and 6.3 shall be non-refundable and shall not be creditable against royalties payable by NeoRx to AnorMED pursuant to Article
7.


 


Article 7 ROYALTY PAYMENTS.


 


		7.1	ICR Agreement.



 


AnorMED agrees that it shall pay
all royalties arising from NeoRx’ activities under this Agreement that are or will be due and payable to Third Parties
arising from any and all agreements entered into by AnorMED prior to the Effective Date, including, without limitation, the ICR
Agreement.


 




    	 	- 11 -	 



     


    

 


		7.2	Basic Royalty.



 


In consideration of the license
granted under Article 3, NeoRx shall pay to AnorMED, without duplication, in respect of each Licensed Product:


 


		(a)	in each country in the Territory where the Licensed Product sold is covered by one or more
                                                                             Valid Claims within the AnorMED Patents described in Paragraph 1.1 (ii)(ii) of the definition of Valid Claim, either in the
                                                                             country of manufacture or of in the country of sale, a royalty of 15.0% of Net Sales of such Licensed Product by NeoRx and
                                                                             its Affiliates; and



 


		(b)	in each country in the Territory where the Licensed Product
sold is covered by one or more Valid Claims within the AnorMED Patents described in Paragraph 1.1 (ii)(i) of the definition of
Valid Claim, but not a Valid Claim within the AnorMED Patents described in Paragraph 1.1 (ii)(ii) of the definition of Valid Claim,
either in the country of manufacture or of in the country of sale, and no Competition exists in the country of sale, a royalty
of 15.0% of Net Sales of such Licensed Product by NeoRx and its Affiliates; and



 


		(c)	in each country in the Territory where the Licensed Product
sold is covered by one or more Valid Claims within the AnorMED Patents described in Paragraph 1.1 (ii)(i) of the definition of
Valid Claim, but not a Valid Claim within the AnorMED Patents described in Paragraph 1.1 (ii)(ii) of the definition of Valid Claim,
either in the country of manufacture or of in the country of sale, and Competition exists in the country of sale, a royalty of
7.0% of Net Sales of such Licensed Product by NeoRx and its Affiliates; and



 


		(d)	in each country in the Territory where there is no Valid
Claim either in the country of manufacture or in the country of sale, but AnorMED Know-How is necessary to make, have made, use,
sell, offer for sale or import the Licensed Product, either in the country of manufacture or of in the country of sale, a royalty
of 7.0% of Net Sales of such Licensed Product by NeoRx and its Affiliates;



 


in each of Subsections 7.2(a),
7.2(b), 7.2(c) and 7.2(d), until the later of either:


 


		(e)	the date of expiration of the last Valid Claim within the
AnorMED Patents covering the Licensed Product in the country of manufacture or sale, as applicable; or



 


		(f)	the expiration of 15 years after First Commercial Sale
of such Licensed Product in the country of sale. 



 


For the purposes of this Section
7.2, “control” in the definition of Affiliate shall mean direct or indirect beneficial ownership of 35% or
greater interest in the income of a Person or such other relationship as, in fact, constitutes actual control. For purposes of
clarification, no multiple royalties shall be due or payable under this Section 7.2 because the sale or manufacture of any Licensed
Product is or shall be covered by more than one Valid Claim within the AnorMED Patents in the country of manufacture and/or the
country of sale.


 


		7.3	Sublicensing Royalty.



 


In consideration of the license
granted under Article 3, NeoRx shall pay to AnorMED, without duplication, in respect of any Licensed Compound and/or Licensed Product:


 


		(a)	a royalty of 25.0% of Sublicensing Milestone Revenue collected
or received; and



 


		(b)	a royalty of 25.0% of Sublicensing Sales Revenue collected
or received, provided that the payment set out in this Subsection 7.3(b) shall be subject to an minimum calendar quarterly payment
equal to the cumulative sum of:



 


		(i)	in each country in the Territory where a Licensed Product
sold is covered by one or more Valid Claims within the AnorMED Patents described in Paragraph 1.1(ii)(ii) of the definition
of Valid Claim, either in the country of manufacture or of in the country of sale, an amount equal to 8.0% of Net Sales of such
Licensed Product by any sublicensee of NeoRx and its Affiliates; and



 


		(ii)	in each country in the Territory where the Licensed Product
sold is covered by one or more Valid Claims within the AnorMED Patents described in Paragraph 1.1(ii)(i) of the definition of
Valid Claim, but not a Valid Claim within the AnorMED Patents described in Paragraph 1.1 (ii)(ii) of the definition of Valid Claim,
either in the country of manufacture or of in the country of sale, and no Competition exists in the country of sale, an amount
equal to 8.0% of Net Sales of such Licensed Product by any sublicensee of NeoRx and its Affiliates; and



 




    	 	- 12 -	 



     


    

 


		(iii)	in each country in the Territory where the Licensed Product
sold is covered by one or more Valid Claims within the AnorMED Patents described in Paragraph 1.1(ii)(i) of the definition of
Valid Claim, but not a Valid Claim within the AnorMED Patents described in Paragraph 1.1(ii)(ii) of the definition of Valid Claim,
either in the country of manufacture or of in the country of sale, and Competition exists in the country of sale, an amount equal
to 4.0% of Net Sales of such Licensed Product by any sublicensee of NeoRx and its Affiliates; and



 


		(iv)	in each country in the Territory where there is no
Valid Claim either in the country of manufacture or in the country of sale, but AnorMED Know-How is necessary to make, have made,
use, sell, offer for sale or import the Licensed Product, either in the country of manufacture or of in the country of sale, an
amount equal to 4.0% of Net Sales of such Licensed Product by any sublicensee of NeoRx and its Affiliates;



 


in each of Subsections 7.3(a) and
7.3(b), until the later of either:


 


		(c)	the date of expiration of the last Valid Claim within the
AnorMED Patents covering the Licensed Product in the country of manufacture or sale, as applicable; or



 


		(d)	the expiration of 15 years after First Commercial Sale
of such Licensed Product in the country of sale.



 


For the purposes
of this Section 7.3, “control” in the definition of Affiliate shall mean direct or indirect beneficial ownership
of 35% or greater interest in the income of a Person or such other relationship as, in fact, constitutes actual control. For purposes
of clarification, no multiple royalties shall be due or payable under this Section 7.3 because the sale or manufacture of any
Licensed Product is or shall be covered by more than one Valid Claim within the AnorMED Patents in the country of manufacture
and/or the country of sale.




 


		7.4	Third Party License Fees and Royalties.



 


AnorMED and NeoRx agree that where
Patent rights of a Third Party, excluding Patent rights of a Third Party under sublicenses held as of the Effective Date by NeoRx
or its Affiliates (for this purpose, “control” in the definition of Affiliate shall mean direct or indirect beneficial
ownership of 35% or greater interest in the income of a Person or such other relationship as, in fact, constitutes actual control),
covering either the composition of matter of a Licensed Compound or the use of the Licensed Compound should exist in any country
in the Territory, and if in NeoRx’ reasonable judgement it would be impractical or impossible for NeoRx to commercialize
a Licensed Product incorporating the Licensed Compound without obtaining a license under such Patent rights, then for each such
Licensed Product on a calendar quarterly basis, NeoRx shall be entitled to a credit against royalties payable to AnorMED under
either Sections 7.2 or 7.3 on account of such Licensed Product in such country, equal to fifty percent (50%) of the royalties paid
by NeoRx under such license in respect of such Licensed Product in such country in the calendar quarter for which such royalties
are paid, provided that, for any calendar quarter, the aggregate credit hereunder for a Licensed Product in any country shall not
exceed 50% of the royalty determined under Sections 7.2 and 7.3 for that country.


 


		7.5	Royalty Payments Upon Termination.



 


If this Agreement is terminated
in accordance with Article 14 with respect to all or some of the Licensed Products, NeoRx shall continue to pay AnorMED all amounts
earned pursuant to this Article 7 prior to the date of termination and any amounts earned thereafter as a result of sales of residual
inventory of such terminated Licensed Products. In addition, NeoRx shall continue to pay to AnorMED all amounts payable hereunder
with respect to Licensed Products, if any, with respect to which this Agreement is not terminated.


 


Article 8 PAYMENT TERMS.


 


		8.1	Invoices and Payments.



 


AnorMED shall provide to NeoRx
invoices setting out any amounts owed by NeoRx to AnorMED under this Agreement, including, without limitation, payments in respect
of assistance provided under Section 2.2 and patent prosecution and maintenance under Article 10. All such amounts shall be due
and payable 30 days after receipt of the date of the invoice. Invoices for FTE reimbursement and patent prosecution and maintenance
will be invoiced quarterly and be accompanied by a statement detailing the actual hours incurred during the quarter.


 




    	 	- 13 -	 



     


    

 


		8.2	Payment of Royalties.



 


All royalties payable under Sections
7.2 and 7.3 shall be payable within 60 days after the last day of the calendar quarter during the royalty periods set out therefor.
NeoRx will provide to AnorMED within 30 days after the last day of each calendar quarter, an estimate of the royalties payable
by NeoRx under this Agreement for such calendar quarter.


 


		8.3	Currency of Payment.



 


All amounts payable to AnorMED
under this Agreement shall be payable in United States Dollars, by bank transfer of immediately available funds to a bank account
designated by AnorMED, at AnorMED’s option. Calendar quarterly sales amounts shall be translated from other currencies to
U.S. Dollars by using an average rate of exchange computed using the rate of exchange quoted under Foreign Exchange in the Wall
Street Journal as of the end of the current quarter plus the rate of exchange as of the end of the immediately preceding quarter
and dividing by 2.


 


		8.4	Currency Transfer Restrictions.



 


If in any country payment or transfer
of funds out of such country is prohibited by law or regulation, the parties hereto shall confer regarding the terms and conditions
on which Licensed Products shall be sold in such countries, including the possibility of payment of royalties to AnorMED in local
currency to a bank account in such country or the renegotiation of royalties for such sales, and in the absence of any other agreement
by the parties, such funds payable to AnorMED shall be deposited by NeoRx in whatever currency is allowable in a bank designated
in that country as acceptable to AnorMED.


 


		8.5	Taxes.



 


		(a)	For the purposes
                                         of this Section 8.5, “Taxes” shall include costs, expenses, taxes,
                                         tariffs, customs duties, brokerage fees, insurance premiums and other charges, including,
                                         without limitation, social services taxes, goods and services tax, value added, excise
                                         and other sales taxes.



 


		(b)	AnorMED shall be responsible for and shall pay all Taxes
assessed or levied in connection with any activities performed by AnorMED or payments made to AnorMED under this Agreement.



 


		(c)	NeoRx shall be responsible for and shall pay all Taxes
assessed or levied in connection with any activities performed by NeoRx under this Agreement.



 


		(d)	If any law or regulation in any country requires the withholding
by NeoRx of any Taxes due on payments to be remitted to AnorMED under this Agreement, such Taxes shall be deducted from the amounts
paid to AnorMED, provided that NeoRx shall take all reasonable measures to reduce the amount of such Taxes. If the Taxes are deducted
from the amounts paid to AnorMED, NeoRx shall furnish AnorMED the originals of all official receipts for such Taxes and such other
evidence of such Taxes and payment thereof as may be reasonably requested by AnorMED and shall provide any reasonable assistance
or co-operation which may be requested by AnorMED in connection with any efforts by AnorMED to obtain a credit for such Taxes,
including the characterization of payments made hereunder so that it may take advantage of any and all benefits under any tax
treaty between Canada and any foreign countries.



 


		8.6	Net Sales Reports.



 


		(a)	NeoRx agrees to submit to AnorMED, concurrently with the
quarterly royalty payments made pursuant to Section 8.2, written reports (consistent with GAAP) setting out for the calendar quarter,
for each type of Licensed Product:



 


		(i)	all amounts received by NeoRx and/or its Affiliates from
the sale of the Licensed Product to end-users of the Licensed Product;



 


		(ii)	details of the quantities of the Licensed Product sold
in each country in the Territory, whether sold by NeoRx or its Affiliates or any sublicensees;



 




    	 	- 14 -	 



     


    

 


		(iii)	the amount of any deductions taken from the amounts received
by NeoRx and/or its Affiliates, as applicable, from the sale of the Licensed Product to end users of the Licensed Product in calculating
Net Sales of the Licensed Product;



 


		(iv)	the amount of any deductions taken from the amounts received
by any sublicensees from the sale of the Licensed Product to end users of the Licensed Product in calculating Net Sales of the
Licensed Product by such sublicensees;



 


		(v)	the amount of Net Sales for the Licensed Product by NeoRx
and its Affiliates;



 


		(vi)	the amount of Net Sales for the Licensed Product by any
sublicensees;



 


		(vii)	the amount of Sublicensing Milestone Revenue received;



 


		(viii)	the amount of Sublicensing Sales Revenue received;



 


		(ix)	the amount of any Third Party royalties payable for the
Licensed Product; and



 


		(x)	the royalties due and payable to AnorMED pursuant to Sections
7.2 and 7.3.



 


For the purposes of this Subsection
8.6(a), “control” in the definition of Affiliate shall mean direct or indirect beneficial ownership of 35%
or greater interest in the income of a Person or such other relationship as, in fact, constitutes actual control.


 


		(b)	AnorMED shall submit to NeoRx a detailed statement of account
within 60 days after the close of each calendar quarter during the Term for:



 


		(i)	any costs or expenses incurred related to the prosecution
and maintenance of the AnorMED Patents; and



 


		(ii)	any charges for AnorMED assistance under Section 2.2.



 



NeoRx’ obligation to reimburse AnorMED’s costs and expenses for the prosecution and maintenance of the AnorMED
Patents shall be as set forth in Article 10.




 


		8.7	Accounts and Audit.



 


		(a)	Each party shall maintain, during the Term and for a period
of at least three (3) years thereafter, accurate and complete records in accordance with GAAP of all transactions relating to
the subject matter of this Agreement, including:



 


		(i)	in the case of NeoRx, records of all sales of Licensed
Products in the Territory and the collection or receipt of Sublicensing Milestone Revenue and Sublicensing Sales Revenue, which
shall show the manufacturing, sales, use and other disposition of Licensed Products in sufficient detail to determine the royalties
payable to AnorMED pursuant to Sections 7.2 and 7.3, if any; and



 


		(ii)	in the case of AnorMED, records of all costs and expenses
relating to the prosecution and maintenance of the AnorMED Patents.



 


		(b)	During the Term of
                                         this Agreement and for a period of three (3) years thereafter, each party (in this section,
                                         the “Audited Party”) shall permit the other party (in this section,
                                         the “Requesting Party”), on reasonable advance written notice, but
                                         in no event less than ten (10) Business Days, and at the Requesting Party’s cost
                                         and expense, to arrange for the books and records maintained by the Audited Party pursuant
                                         to Subsection 8.7(a) relating to the subject matter of this Agreement to be examined
                                         from time to time during the Audited Party’s regular business hours, but not more
                                         than once a year, by an independent accounting firm selected by the Requesting Party
                                         and reasonably acceptable to the Audited Party, provided that such independent accounting
                                         firm and its accountants are bound by an obligation of confidentiality to disclose to
                                         the Requesting Party only whether the royalty statements and payments made by the Audited
                                         Party under this Agreement are accurate and, if not accurate, any evidence of non-compliance
                                         with the terms and conditions of this Agreement. Any such examination shall be restricted
                                         to records relating to the subject matter of this Agreement covering the preceding three
                                         (3) year period. The Requesting Party shall provide to the Audited Party a copy of any
                                         audit reports prepared under this subsection.



 




    	 	- 15 -	 



     


    

 


		(c)	In the event the report demonstrates that NeoRx has underpaid
AnorMED, NeoRx shall pay the amount of such underpayment immediately and where AnorMED is the Requesting Party, to the extent
such underpayment is more than 5% for the audited period, NeoRx shall reimburse AnorMED for the expense of the audit.



 


		(d)	In the event the report demonstrates that NeoRx has overpaid
AnorMED, NeoRx may deduct from future amounts owed to AnorMED such overpayments and where NeoRx is the Requesting Party, to the
extent such overpayment is more than 5% for the audited period, AnorMED shall reimburse NeoRx for the expense of the audit.



 


		8.8	Confidentiality of Reports.



 


Each party agrees that:


 


		(a)	the information set forth in the reports required by Sections
8.6 and 8.7; and



 


		(b)	the records subject to examination under Section 8.7; shall
be subject to the obligations of confidentiality set out in Article 11 and shall be maintained in confidence by the receiving
party and by any independent accounting firm selected by such party, shall not be used by such party or such accounting firm for
any purpose other than verification of the performance by the other party of its obligations hereunder, and shall not be disclosed
by the receiving party or such accounting firm to any other person except for purposes of enforcing this Agreement.



 


		8.9	Interest.



 


NeoRx shall pay interest at
a fixed rate per annum equal to two percentage points (2%) in excess of the Prime Rate in effect on the date such amounts not
paid were due under this Agreement, or the maximum permissible rate allowed by law (which under the state of Washington shall
be deemed to be the laws relating to the permissible rate of interest on commercial loans), whichever is less, computed on
the basis of the actual number of days elapsed and a year of 365 days and continuing until such amounts have been paid.


 


Article 9 INTELLECTUAL PROPERTY.


 


		9.1	Existing Intellectual Property.



 


As between NeoRx and AnorMED:


 


		(a)	title to, and ownership or control of all rights in and
to all Intellectual Property owned or licensed by NeoRx (other than rights licensed to NeoRx by AnorMED) shall at all times remain
with NeoRx and no rights in or to any such Intellectual Property shall vest in AnorMED; and



 


		(b)	title to and ownership or control of all rights in and
to all Intellectual Property owned or licensed by AnorMED (other than rights licensed to AnorMED by NeoRx) shall at all times
remain with AnorMED and, except as expressly granted under this Agreement, no rights in or to any such Intellectual Property shall
vest in NeoRx.



 


		9.2	Ownership of New Inventions.



 


		(a)	During the Term, each of the parties shall promptly disclose
to the other in a timely fashion all inventions and discoveries arising from the performance of the Development Program or other
development activities relating to Licensed Compounds and Licensed Products.



 


		(b)	The parties agree that, except as otherwise specifically
set out in this Agreement, as between NeoRx and AnorMED, all right, title and interest in and to all Know-How created or developed
by a party during the Term shall be owned by the creating or developing party and shall be treated as such party’s Confidential
Information under this Agreement. For greater certainty, without limiting the generality of the foregoing, all data, results,
regulatory submissions and reports arising from the performance of the Development Program and NeoRx’ other development
activities under this Agreement shall be the property of NeoRx.



 


		(c)	NeoRx and AnorMED acknowledge and agree that:



 



    	 	- 16 -	 



     


    

 


		(i)	AnorMED and its
licensees outside of the Territory will require access to NeoRx’ Know-How and Patents (including Patents for Improvements
under Section 9.3) arising from the performance of the Development Program and NeoRx’ other development activities under
this Agreement and NeoRx hereby grants to AnorMED a non-exclusive royalty-free license (with the right to sublicense) to use NeoRx’
Know-How and Patents arising from the performance of the Development Program and NeoRx’ other development activities under
this Agreement, including, without limitation, data, results, regulatory submissions and reports, for the development and commercialization
of the Licensed Compounds and/or Licensed Products (including the filing of regulatory submissions) outside of the Territory; and



 


		(ii)	NeoRx and its
sublicensees in the Territory desire access to any Know-How and Patents (including Patents for Improvements under Section 9.3)
created by AnorMED’s licensees outside the Territory in the development of the Licensed Compounds and Licensed Products and
AnorMED agrees to use commercially reasonable efforts to include in any license agreement with such licensees, a royalty-free non-exclusive
license to AnorMED (with the right to sublicense) to use the licensee’s Know-How and Patents created in the development of
the Licensed Compounds and Licensed Products, including, without limitation, data, results, regulatory submissions and reports,
for the development and commercialization of the Licensed Compounds and/or Licensed Products (including the filing of regulatory
submissions) in the Territory.



 


		9.3	Improvements



 


		(a)	For
                                         the purposes of this Section 9.3, “Improvements” means, in respect
                                         of any Patents, any and all patents and any and all patent applications that claim priority
                                         to such Patents (whether complete or incomplete or whether filed or unfiled) including,
                                         but not limited to, provisional, non-provisional, continuations and continuations-in-part
                                         applications, and divisional patent applications and registrations in any jurisdiction
                                         world-wide.



 


		(b)	To
                                         the extent possible andunless precluded by any present or future agreement of NeoRx
                                         or its sublicensees, any Improvements made by NeoRx to any United States Patent within
                                         the AnorMED Patents, whether solely or jointly with any Person shall be solely owned
                                         by AnorMED. NeoRx and/or its sublicensees shall assign or cause to be assigned to AnorMED
                                         all right, title and interest in and to such Improvements, which shall be added to Exhibit
                                         A and automatically included in the license granted by AnorMED to NeoRx under Section
                                         3,1. Each party shall co-operate with the other in seeking applicable Patent coverage
                                         for such Improvements.



 


		(c)	The parties acknowledge
and agree that the ownership of any Improvements made to any Patent within the AnorMED Patents, other than Improvements made to
any United States Patent within the AnorMED Patents, shall be governed by the laws of inventorship applicable to the country or
jurisdiction of the applicable Patent.



 


		9.4	Trademarks.



 


		(a)	NeoRx, as it
deems appropriate, may originate, select, apply to register and maintain one or more trademarks or tradenames under which the Licensed
Products will be marketed and sold or otherwise distributed in the Territory. NeoRx will own and/or control any such trademarks
and tradenames and will be solely responsible for all decisions relating to the prosecution, defense, maintenance and costs of
such trademarks and tradenames, at its cost and expense.



 


		(b)	Except
                                         in the event of termination as provided in Article 14, neither party shall have any right
                                         to use any trademark
                                         or tradename of the other party.






 


Article
10 PATENTS; PROSECUTION AND LITIGATION.


 


		10.1	Prosecution
of Patents.



 


		(a)	AnorMED shall
have the right to prosecute and maintain each Patent within the AnorMED Patents and except as otherwise provided in this Article
10 shall do so in a timely manner.



 






    	 	- 17 -	 



     


    

 


		(b)	At any time during the Term, NeoRx, in NeoRx’ sole discretion, may determine that any particular
Patent within the AnorMED Patents in any particular country in the Territory should not be prosecuted or maintained for legal or
commercial reasons and, in such event, shall so notify AnorMED. Upon receipt of such notice, any Patents identified in such notice
shall remain or be deemed to remain within the AnorMED Patents for the purposes of the grant of rights by AnorMED to NeoRx pursuant
to Article 3 of this Agreement and NeoRx’ obligations pursuant to Subsections 7.2(a), 7.2(b) and 7.2(c) for the payment of
royalties for any such Patents shall remain unchanged and continue at the royalty rate for such Patent as of the date of NeoRx’
notice to AnorMED, provided that where the discontinuance of the prosecution or maintenance of the Patent is due to reasons of
lack of patentability, invalidity or unenforceability of the Patent, NeoRx’ obligations pursuant to Subsection 7.2(d) for
the payment of royalties for AnorMED Know-How shall apply. AnorMED, at AnorMED’s cost and expense and in AnorMED’s
sole discretion, may continue prosecution and/or maintenance of any particular Patent identified in such notice



 


		(c)	At any time during the Term, NeoRx, in NeoRx’ sole discretion, may request, by written notice
delivered to AnorMED, that AnorMED seek patent protection in one or more countries in the Territory not then covered by the Patents
within the AnorMED Patents. Upon receipt of such notice, AnorMED shall take reasonable steps to apply for patent protection in
such countries.



 


		10.2	Patent Review and Recommendations.



 


		(a)	Except for AnorMED Patents for which NeoRx has discontinued prosecution or maintenance under Subsection
10.1(b), NeoRx shall have the right to review all Patents and other proceedings, communications, reports and observations relating
to the AnorMED Patents in the Territory and to provide comments and recommendations to AnorMED with respect thereto, which comments
and recommendations shall be adopted, incorporated and/or acted upon by AnorMED, provided that such comments and recommendations
are reasonable.



 


		(b)	Except for AnorMED Patents for which NeoRx has discontinued prosecution or maintenance under Subsection
10.1(b), AnorMED shall promptly disclose to NeoRx, keep NeoRx fully informed of, and supply to NeoRx in a timely fashion:



 


		(i)	the complete texts of each Patent within the AnorMED Patents;
and



 


		(ii)	all information received concerning:



 


		(A)	the institution or possible institution of any interference, opposition, re-examination, reissue,
revocation, nullification or any official proceeding involving any Patent within the AnorMED Patents, and



 


		(B)	the course of substantive patent prosecution or other substantive proceedings related to any Patent
within the AnorMED Patents,



 


including
by providing NeoRx with copies of substantive communications, search reports and Third-Party observations submitted to or received
from patent offices in the Territory, but excluding any such information that is subject to attorney-client privilege.


 


		(c)	Except for AnorMED Patents for which NeoRx has discontinued prosecution or maintenance under Subsection
10.1(b), AnorMED shall cooperate with NeoRx and use reasonable efforts to obtain any applicable term extension for any Patent within
the AnorMED Patents covering a Licensed Product in the Territory. In connection with such efforts, NeoRx, within one (1) calendar
month after obtaining Regulatory Approval for a Licensed Product any country in the Territory, shall provide to AnorMED information
reasonably required by AnorMED or otherwise requested by AnorMED to apply for the European Supplementary Protection Certificate
or its equivalent in respect of such Licensed Product marketed in such country in the Territory.



 


		(d)	Each party shall hold all information disclosed to it by the other party under this section as
Confidential Information
under Article 11.






 




    	 	- 18 -	 



     


    

 


		10.3	Patent Costs.



 


NeoRx
shall be responsible for all costs and expenses actually incurred by AnorMED after the Effective Date for all services provided
by outside legal counsel, consultants and patent agents in connection with the AnorMED Patents in the Territory, including, but
not limited to, the drafting, prosecution, obtaining patent term extensions and maintenance, and, to the extent that AnorMED actually
pays any such costs, NeoRx shall promptly reimburse AnorMED for such costs and expenses upon written request from AnorMED. Notwithstanding
the previous sentence, in the event that NeoRx provides written notice to AnorMED identifying any particular Patent in accordance
with Section 10.1(b), NeoRx shall have no such responsibility or obligation with respect to any particular Patent identified in
such notice after the date of receipt of such notice by AnorMED.


 


		10.4	Right to Assume Prosecution.



 


		(a)	The parties acknowledge and agree that AnorMED may, in the ordinary course of prosecuting AnorMED’s
patent portfolio and after the Effective Date of this Agreement and in the reasonable opinion of AnorMED’s patent counsel
or patent agent, take such actions in the ordinary course (including discontinuance of a Patent application) that do not materially
impair the scope of Patent coverage provided to NeoRx in the Field and the AnorMED Patents remain adequate for the uses of the
AnorMED Patents contemplated by NeoRx, pursuant to the license granted under Section 3.1.



 


		(b)	In the event that AnorMED intends to finally abandon any Patent within the AnorMED Patents in any
country in the Territory, AnorMED shall promptly notify NeoRx, and thereafter NeoRx shall have a right to assume any and all prosecution
and/or maintenance activities with respect to such Patents in such country. All rights granted to NeoRx with respect to such Patent
within the AnorMED Patents in such country shall continue in force provided that NeoRx assumes, at its own expense, responsibility
for the prosecution and maintenance of such Patents in such country, and provided that if there are Third Parties with legal interests
in any such Patents outside the Territory, the costs of the prosecution and maintenance of such Patents shall be shared by NeoRx
and AnorMED on a basis to be mutually agreed to by the parties taking into account the rights in such AnorMED Patent granted to
NeoRx and the Third Parties respectively. If the parties cannot agree on an allocation of the costs of the prosecution and maintenance
of such AnorMED Patent, the dispute shall be resolved in accordance with Section 19.2.



 


		10.5	Third Party Claims of Infringement



 


In
the event that any Third Party brings a claim against AnorMED or NeoRx or any of their respective Affiliates (for this purpose,
“control” in the definition of Affiliate shall mean direct or indirect beneficial ownership of 35% or greater interest
in the income of a Person or such other relationship as, in fact, constitutes actual control) that the manufacture, use, sale,
distribution, marketing or importation of a Licensed Compound or a Licensed Product infringes rights in Intellectual Property
owned or otherwise controlled by such Third Party (an “Infringement Suit”), the following shall apply:


 


		(a)	the party receiving a claim, or learns of the threat of such a claim, shall give the other party
prompt written notice detailing as many facts as possible concerning the claim;



 


		(b)	NeoRx, in its sole discretion, shall have the first right, but not an obligation, to defend against
the Infringement Suit;



 


		(c)	if NeoRx does not take steps to defend against the Infringement Suit within 90 days after the date
that notice thereof was received from or delivered to AnorMED, AnorMED may take such legally permissible action as it deems necessary
or appropriate to defend against the Infringement Suit, but shall not be obligated to do so;



 


		(d)	the party defending against the Infringement
                                         Suit (in this section, the “Litigating Party”) shall have the right
                                         to control such litigation and shall bear all legal expenses (including court costs and
                                         legal fees), but it shall have no right to settle any dispute in any manner which would
                                         abridge the rights of the other party under this Agreement. By way of example and not
                                         by way of limitation, neither party may stipulate or admit to the invalidity or unenforceability
                                         of any right in Intellectual Property. Before any action is taken by either party which
                                         could abridge the rights of the other party hereunder, the parties agree to, in good
                                         faith, consult with each other with a goal of adopting a mutually satisfactory position;



 




    	 	- 19 -	 



     


    

 


		(e)	the Litigating Party shall keep the other party fully informed of the actions and positions taken
or proposed to be taken by the Litigating Party and the actions and positions taken by all other parties to such litigation; and



 


		(f)	in the event that NeoRx defends against the Infringement Suit, AnorMED may elect to participate
formally in the Infringement Suit to the extent that the court may permit, provided that any additional expenses generated by AnorMED’s
formal participation shall be paid by AnorMED.



 


		10.6	Infringement by Third Parties.



 


In
the event that either party reasonably believes that a Third Party is or may be infringing, encroaching or violating any Patent
within the AnorMED Patents, then such party shall promptly notify the other party in writing of such infringement, encroachment
or violation, and the following shall apply:


 


		(a)	subject to Subsection 10.6(b), in the event of any infringement, encroachment or violation of any
Patent within the AnorMED Patents in the Territory:



 


		(i)	NeoRx, in its sole discretion, shall have the first right, but not an obligation, to take or not
take whatever action it believes appropriate, and



 


		(ii)	if NeoRx does not commence action directed toward restraining or enjoining such infringement within
90 days after the date that notice thereof was received from or delivered to AnorMED, AnorMED may take such legally permissible
action as it deems necessary or appropriate to enforce such Patent within the AnorMED Patents and restrain such infringement;



 


		(b)	in the event of any infringement, encroachment or violation of any Patent within the AnorMED Patents
in a country for which NeoRx has discontinued prosecution or maintenance of such Patent under Subsection 10.1(b):



 


		(i)	AnorMED, in its sole discretion, shall have the first right, but not an obligation, to take or
not take whatever action it believes appropriate, and



 


		(ii)	if AnorMED does not commence action directed toward restraining or enjoining such infringement
within 90 days after the date that notice thereof was received from or delivered to NeoRx, NeoRx may take such legally permissible
action as it deems necessary or appropriate to enforce such Patent within the AnorMED Patents and restrain such infringement;



 


		(c)	the party taking action against an alleged infringer shall have the right to control such action
and shall bear all legal expenses (including court costs and legal fees), but it shall have no right to settle any dispute in any
manner which would abridge the reserved rights of the other party under this Agreement. By way of example and not by way of limitation,
neither party may stipulate or admit to the invalidity or unenforceability of any patent. Before any action is taken by either
party which could abridge the rights of the other party hereunder, the parties agree to consult, in good faith, with a goal of
adopting a mutually satisfactory position; and



 


		(d)	the party taking action shall keep the other party fully informed of the actions and positions
taken or proposed to be taken by it and the actions and positions taken by all other parties to such litigation.



 


		10.7	Cooperation;
Costs and Awards.



 


		(a)	Each party agrees to co-operate reasonably with the other party in any action the other party defends
or prosecutes pursuant to Sections 10.5 and 10.6, including, without limitation, supplying essential documentary evidence and making
essential witnesses then in its employment available.



 


		(b)	The Parties agree that all amounts awarded by way of judgement, settlement or compromise in respect
of any action conducted hereunder, after payment or reimbursement of the parties’ respective costs and expenses arising from
such action, shall be allocated 70% to the party controlling the action and 30% to the other party.



 




    	 	- 20 -	 



     


    

 


		10.8	Cooperation with Other Licensees



 


NeoRx
acknowledges that AnorMED may grant licenses to Third Parties under the AnorMED Patents outside the Territory, and that such licenses
may include rights to permit such Third Parties to defend or enforce Patents within the AnorMED Patents. To the extend that AnorMED
grants to a Third Party any license including rights to defend or enforce Patents within AnorMED Patents, NeoRx will use commercially
reasonable efforts to cooperate with AnorMED and such Third Party in the defense or enforcement of such Patents and, in connection
with such efforts, will use good faith efforts to determine, jointly with AnorMED and such Third Party, the course of action, if
any, necessary or appropriate to defend or enforce such Patents, as applicable; provided that AnorMED includes provisions in its
license with such Third Party no less restrictive and comparable to this Section 10.8.


 


		10.9	Interference Proceedings.



 


In
the event that a party becomes aware of the declaration of any interference proceeding by any patent authority in the Territory
with respect to any Patent within the AnorMED Patents, such party shall promptly notify the other party in writing. AnorMED shall
have the right to represent and manage AnorMED’s and NeoRx’ interests in such proceeding. AnorMED and NeoRx shall assist
one another and co-operate in any such proceeding.


 


		10.10	Status of Proceedings.



 


The
parties shall keep one another informed of the status of all of their respective activities regarding any litigation or settlement
thereof concerning any Licensed Compound and/or Licensed Product.


 


Article
11 CONFIDENTIALITY; PUBLICITY; PUBLICATIONS.


 


		11.1	Obligation of Confidentiality.



 


It
is contemplated that in the course of the performance of this Agreement each party may, from time to time, disclose Confidential
Information to the other. Each party agrees:


 


		(a)	to keep and use in strict confidence all Confidential Information of the other party and to not,
without the prior written consent of the other party, disclose any such Confidential Information to any person or entity other
than its Affiliates (for this purpose, “control” in the definition of Affiliate shall mean direct or indirect beneficial
ownership of 35% or greater interest in the income of a Person or such other relationship as, in fact, constitutes actual control),
corporate counsel, employees and contractors who are under an obligation of confidentiality on terms substantially similar to those
set out in this Agreement, who have been informed of the confidential nature of the Confidential Information and who require such
information in the performance of their duties;



 


		(b)	not to use, copy, duplicate, reproduce, translate or adapt, either directly or indirectly, any
of the Confidential Information of the other party for any purpose other than the development and commercialization of the Licensed
Compounds and the Licensed Products under this Agreement, without the other party’s prior written approval;



 


		(c)	that all copies, duplicates, reproductions, translations or adaptations of any Confidential Information
of the other party permitted to be made hereunder shall be clearly labelled as confidential; and



 


		(d)	to use commercially reasonable efforts consistent with such party’s ordinary business practices
to prevent material in its possession that contains or refers to Confidential Information of the other party from being discovered,
used or copied by Third Parties and that it shall use reasonable steps to protect and safeguard all Confidential Information of
the other party in its possession from all loss, theft or destruction.



 


Upon
the termination of this Agreement, each party shall promptly return all Confidential Information to the disclosing party; provided
that each party may retain one (1) archival copy thereof to permit such party to monitor compliance with its obligations under
this Article 11, or as may be required by applicable law.


 




    	 	- 21 -	 



     


    

 


		11.2	Permitted Disclosures.



 


Nothing
herein shall be construed as preventing NeoRx from disclosing any Confidential Information received from AnorMED to any of its
Affiliates, sub-licensees or distributors, provided each Affiliate, sub-licensee and distributor has undertaken in writing a similar
obligation of confidentiality and non-use with respect to the Confidential Information, with AnorMED stated as a third-party beneficiary
thereof. For the purpose of this Section 11.2, “control” in the definition of Affiliate shall mean direct or indirect
beneficial ownership of 35% or greater interest in the income of a Person or such other relationship as, in fact, constitutes actual
control.


 


		113	Disclosure with Consent.



 


A
party receiving Confidential Information may, with the written consent of the disclosing party, disclose such Confidential Information
to entities or persons other than its corporate counsel, employees and contractors, on such terms and conditions as the disclosing
party may specify.


 


		11.4	Ownership of Confidential Information.



 


All
Confidential Information disclosed by one party to the other shall remain the Intellectual Property of the disclosing party.


 


		11.5	Press Releases.



 


		(a)	The parties intend to issue a press release on the Effective Date regarding this Agreement and
the relationship of the parties in the form set out in Exhibit
D. Thereafter, during the Term, the parties agree that no press release, public announcement or publication regarding
this Agreement or the relationship of the parties not previously made public shall be made unless mutually agreed to, in writing,
prior to the release or dissemination of any such press release, public announcement or publication, such agreement not to be unreasonably
withheld or delayed .



 


		(b)	Notwithstanding Subsection 11.5(a), each party shall have a right to issue press releases, public
announcements or publications regarding this Agreement or the relationship of the parties without a requirement of consent of the
other party to the extent that information in any such press release, public announcement or publication has been previously made
public or released or to the extent as may be legally required by, for example, the rules and regulations of the Securities and
Exchange Commission or similar federal, state or foreign authorities, as determined in good faith by the disclosing party.



 


		(c)	Notwithstanding Subsection 11.5(a), each party agrees to use reasonable good faith efforts to notify
the other party when it releases any information relating to this Agreement, including any previously approved information and
any information required to be disclosed by the rules and regulations of the Securities and Exchange Commission or similar federal,
state or foreign authorities, and will promptly provide a copy of any such disclosure to the other party.



 


		11.6	Publication.



 


Neither
party shall publish or provide public disclosure of any invention related to any Licensed Compound or any Licensed Product that
is not the subject of a filed patent application without at least 60 days prior written notice of such planned publication or disclosure
sent to the other party. In the event any such dissemination is determined by the other party to be detrimental to its Intellectual
Property position, the disseminating party shall delay such publication for a period sufficient, but in no event greater than an
additional 60 days, to allow the other party to take the steps necessary to protect such Intellectual Property, including the filing
of any Patent applications and/or deletion of the other party’s Confidential Information.


 


		11.7	Duration of Obligation



 


Unless
otherwise agreed by the parties in writing, the obligations of the parties relating to Confidential Information set out in this
Article 11 shall survive the expiration or termination of this Agreement for a period of ten (10) years.


 






    	 	- 22 -	 



     


    

 


Article 12 LEGAL AND REGULATORY.


 


		12.1	Compliance with Laws.



 


NeoRx
shall at all times in manufacturing, handling, loading, labeling, shipping and delivering Licensed Products under this Agreement
and in otherwise carrying out its obligations under this Agreement:


 


		(a)	comply with all applicable laws, rules, regulations or other requirements applicable to NeoRx’
business and to the manufacturing, handling, loading, labeling, shipping and delivering of Licensed Compounds and/or Licensed Products
to be supplied under this Agreement; and



 


		(b)	obtain and maintain in full force and effect all applicable licenses, permits, certificates, authorizations
or approvals from all governmental authorities necessary to conduct its business and manufacture, handle, load, label, ship and
deliver Licensed Compounds and/or Licensed Products to be supplied under this Agreement.



 


In
particular, but without limiting the generality of the foregoing, NeoRx shall at all times comply with all environmental laws and
obtain and maintain in full force and effect all licenses, permits, certificates, authorizations or approvals required by environmental
laws, including those relating to the handling, generation, transportation, treatment, storage and disposal or other management
of waste and regulated substances, including, without limitation, hazardous and toxic substances.


 


		12.2	AMD473 Regulatory Activities.



 


		(a)	In connection with the Development Program and the commercialization of Licensed Products, in order
to support NeoRx’ regulatory filings, NeoRx shall have copies of and access to originals of the following information, as
exists on the Effective Date:



 


		(i)	all regulatory dossiers submitted to regulatory authorities
in respect of AMD473, provided:



 


		(A)	all such regulatory dossiers may be redacted to remove information that is:



 


		(1)	proprietary to AnorMED’s Third Party partner(s) and not applicable to AMD473, or



 


		(2)	proprietary to AnorMED and not applicable to AMD473, and



 


		(B)	such dossiers not controlled by AnorMED will be provided only in the event that AnorMED’s
partners that control such dossiers provide prior written approval, which approval AnorMED will use reasonable commercial efforts
to obtain;



 


		(ii)	all AMD473 drug safety filings by AnorMED;



 


		(iii)	all AMD473 drug safety data produced by or on behalf of AnorMED in order to support AnorMED’s
or its Third Party partners’ filings on AMD473 or improvements thereto;



 


		(iv)	all correspondence directly related to AMD473 to and from all regulatory agencies in the Territory;



 


		(v)	summaries of all substantive verbal or oral comments and commitments to regulatory
                                                                                 authorities, if any; and



 


		(vi)	copies of any manufacturing records for the Licensed Product in AnorMED’s possession.



 


		(b)	In order to support AnorMED’s or its licensees’ filings on Licensed Compounds and Licensed
Products outside the Territory, AnorMED shall have access to:



 


		(i)	all regulatory dossiers, including clinical reports and submission data, submitted to regulatory
authorities in respect of Licensed Compounds and Licensed Products, provided:



 


		(A)	all such regulatory dossiers may be redacted to remove information that is:



 


		(1)	proprietary to NeoRx’ Third Party partner(s) and not applicable to Licensed Compounds or
Licensed Products, or



 


		(2)	proprietary to NeoRx and not applicable to Licensed Compounds or Licensed Products, and



 


		(B)	such dossiers not controlled by NeoRx will be provided only in the event that NeoRx’ partners
that control such dossiers provide prior written approval, which approval NeoRx will use reasonable commercial efforts to obtain;



 




    	 	- 23 -	 



     


    

 


		(ii)	any necessary drug safety data produced by or on behalf of NeoRx during the Development Program
or other development activities under this Agreement in respect of Licensed Compounds and Licensed Products; and



 


		(iii)	any correspondence to and from all regulatory agencies in the Territory related to Licensed Compounds
and Licensed Products;



 


for
the purpose of fulfilling regulatory requirements for the Licensed Compounds and Licensed Products outside of the Territory.


 


		(c)	AnorMED will use commercially reasonable efforts to include in any license agreement with AnorMED’s
licensees outside of the Territory for the development of the Licensed Compounds and Licensed Products provisions no less restrictive
and comparable to this Subsection 12.2(b) for access to information of AnorMED’s licensee of the type described in Subsection
12.2(b) for use by NeoRx for the purpose of fulfilling regulatory requirements for the Licensed Compounds and Licensed Products
in the Territory.



 


		12.3	Regulatory Program Progress Reports.



 


NeoRx
shall keep AnorMED informed of the progress of its efforts to obtain Regulatory Approval for Licensed Products, and NeoRx shall
provide AnorMED with a written report summarizing NeoRx’ progress thereon on an annual basis, unless such progress has been
previously summarized in the quarterly reports provided pursuant to Section 2.3.


 


		12.4	Safety.



 


During
the Term, each party shall within a reasonable time inform the other party of any information that it obtains or develops regarding
the safety of any Licensed Compound or Licensed Product and shall promptly report to the other party any confirmed information
of serious or unexpected reactions or serious or unexpected adverse events related to the utilization or medical administration
of such Licensed Compound or Licensed Product. Each party will provide the other with annual reports and any required interim reports
describing any other side effects related to the utilization or medical administration
of such Licensed Compound or Licensed Product, which would allow appropriate reporting in their respective territories in accordance
with ICH guidelines or other relevant guidelines.


 


		12.5	Recalls.



 


		(a)	If either party has grounds to believe that a Recall should be conducted, the party with such belief
shall immediately notify the other party in writing of such grounds.



 


		(b)	In the event of any Recall or other similar governmental action with respect to any Licensed Product
in the Territory, AnorMED shall provide NeoRx with reasonable co-operation and take such other actions in connection therewith
as NeoRx may reasonably request. NeoRx shall have the sole responsibility to implement any Recall in respect of Licensed Products.



 


		(c)	In the event of any Recall or other similar governmental action outside the Territory with respect
to any Licensed Products, NeoRx shall provide AnorMED with reasonable co-operation in connection therewith.



 


Article
13 REPRESENTATIONS, WARRANTIES AND COVENANTS.


 


		13.1	AnorMED’s Representations, Warranties and Covenants.



 


AnorMED
hereby represents, warrants and covenantsto NeoRx as follows:


 


		(a)	AnorMED has been duly organized and is validly subsisting and in good standing in its jurisdiction
of organization and has the power to carry on the business as now being conducted by it;



 


		(b)	AnorMED has obtained all necessary consents, approvals and authorizations required to be obtained
by AnorMED in connection with the execution and delivery of this Agreement and has the right to enter into this Agreement, and
this Agreement is a legal and valid obligation binding upon AnorMED and enforceable in accordance with its terms;



 




    	 	- 24 -	 



     


    

 


		(c)	AnorMED is the owner of, or otherwise has a right to grant licenses under, the AnorMED Know-How
and the AnorMED Patents;



 


		(d)	AnorMED does not own or otherwise control any Patent relating to the Licensed Compound or the Licensed
Product except for the Patents within the AnorMED Patents;



 


		(e)	AnorMED is not aware of any grounds to support any argument for finding any patent within the AnorMED
Patents invalid or unenforceable;



 


		(f)	AnorMED has not entered into and is not subject to any agreement under which it has licensed in
the Field in the Territory any rights to a Third Party under the AnorMED Know-How or the AnorMED Patents to make, use, offer for
sale, sell or import any Licensed Compound or any Licensed Product;



 


		(g)	AnorMED has not received any written notice, and is not aware, of any infringement with respect
to any of the AnorMED Patents;



 


		(h)	AnorMED has not made as of the Effective Date and will not make during the Term any commitment
to any Third Party that is inconsistent with or in derogation of the rights granted by AnorMED to NeoRx or AnorMED's obligations
under this Agreement; and



 


		(i)	AnorMED is not subject to any obligation that would prevent it from entering into or carrying out
its obligations under this Agreement, and this Agreement does not conflict with, violate, or breach or constitute a default or
require any consent under, any contractual obligation or court or administrative order by which such Party is bound.



 


		13.2	NeoRx’
Representations, Warranties and Covenants.



 


NeoRx
hereby represents, warrants and covenants to AnorMED as follows:


 


		(a)	NeoRx has been duly organized and is validly subsisting and in good standing in its jurisdiction
of organization and has the power to carry on the business as now being conducted by it;



 


		(b)	NeoRx has the right to enter into this Agreement and this Agreement is a legal and valid obligation
binding upon NeoRx and enforceable in accordance with its terms;



 


		(c)	NeoRx has not made and will not make
any commitments to Third Parties inconsistent with or in derogation of NeoRx’ obligations under this Agreement and NeoRx is not
subject to any obligations that would prevent it from entering into or carrying out its obligations under this Agreement; and



 


		(d)	NeoRx shall utilize sound and reasonable business practice and judgment in the performance of the
Development Program, including the conduct of clinical studies thereunder, and in the commercialization of the Licensed Compounds
and/or the Licensed Products.



 


		13.3	No
Warranty.



 


ANORMED
AND NEORX EACH MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, OTHER
THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, WITH RESPECT TO THE LICENSED COMPOUNDS, THE LICENSED PRODUCTS, THE ANORMED PATENTS,
THE ANORMED KNOW-HOW OR THE LIKELIHOOD OF SUCCESS IN THE DEVELOPMENT AND COMMERCIALIZATION OF ANY LICENSED PRODUCT, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


Article
14 TERM AND TERMINATION.


 


		14.1	Expiration.



 


This
Agreement shall commence on the Effective Date and shall continue in full force and effect until expiration of NeoRx’ obligation
to pay to AnorMED royalties pursuant to Sections 7.2 and 7.3 (the “Term”). Upon expiration of the Term, NeoRx
shall have a fully paid, royalty-free right to make, have made, use, have used, sell, have sold, offer for sale and import Licensed
Compounds and Licensed Products without further obligation to AnorMED.


 




    	 	- 25 -	 



     


    

 


		14.2	Termination.



 


This
Agreement may be terminated by either party only in accordance with the terms and conditions set out in this Article 14.


 


		14.3	Termination by NeoRx.



 


NeoRx
may terminate this Agreement:


 


		(a)	in its entirety, at any time upon 120 days prior written notice of such termination to AnorMED;
or



 


		(b)	in respect of the development and/or commercialization of any or all Licensed Compounds and/or
Licensed Products in any country or countries in the Territory, at NeoRx’ option, at any time after both the receipt of NDA
approval of the Licensed Product in the United States and the receipt of the equivalent health regulatory approval in the European
Union, upon 180 days prior written notice of such termination to AnorMED;



 


in
which case:


 


		(c)	in the event NeoRx terminates this Agreement in its entirety, then without further action on the
part of either party:



 


		(i)	all rights and licenses granted by AnorMED to NeoRx pursuant to this Agreement shall revert to
AnorMED and NeoRx shall retain no rights therein,



 


		(ii)	to the extent permitted by applicable law and regulation, all regulatory licenses and filings related
to any Licensed Compounds and/or Licensed Products shall be transferred in good faith from NeoRx to AnorMED at no cost,



 


		(iii)	all rights in and to any trademarks and tradenames used in the development and commercialization
of the Licensed Compounds and/or Licensed Products in the Territory, shall be assigned from NeoRx (or its Affiliates) to AnorMED
at no cost,



 


		(iv)	the license granted by NeoRx to AnorMED under Subsection 9.2(c) shall be automatically converted
to a worldwide license at no cost, and



 


		(v)	in the event that AnorMED or its licensees outside the Territory utilize any patented inventions
developed by NeoRx under this Agreement, AnorMED and NeoRx shall in good faith negotiate a reasonable royalty recognizing the relative
contributions of each party to such inventions;



 


		(d)	in the event NeoRx terminates this Agreement in respect of the development and/or commercialization
of any particular Licensed Compounds and/or Licensed Products in a country or countries, then without further action on the part
of either party:



 


		(i)	the Territory shall be deemed to be reduced in scope, in respect of the terminated Licensed Compound
and/or Licensed Product only, to exclude those countries where NeoRx determines that it will not develop or commercialize such
Licensed Compound and/or Licensed Product that is the subject of the termination,



 


		(ii)	the rights and licenses granted by AnorMED to NeoRx pursuant to this Agreement that are the subject
of the termination shall revert to AnorMED and NeoRx shall retain no rights therein in those countries that are excluded from the
Territory,



 


		(iii)	to the extent permitted under applicable law and regulation, all regulatory licenses and filings
related to such Licensed Compounds and/or Licensed Products that are the subject of the termination in countries that are excluded
from the Territory shall be transferred in good faith from NeoRx (or its Affiliates) to AnorMED at no cost,



 


		(iv)	all rights in and to any trademarks and tradenames used in the development and commercialization
of the Licensed Compounds and/or Licensed Products that are the subject of the termination in countries that are excluded from
the Territory shall be assigned from NeoRx (or its Affiliates) to AnorMED at no cost, and



 




    	 	- 26 -	 



     


    

 


		(v)	the license granted by NeoRx to AnorMED under Subsection 9.2(c) shall be automatically expanded
to include those countries that are newly excluded from the Territory at no cost; and



 


		(e)	in respect of the area terminated, NeoRx will, at its sole cost and expense, promptly wind down
any pre-clinical and clinical studies and programs then in effect and will safely withdraw and follow-up subjects from any such
clinical studies to the effective date of termination or, if such withdrawal cannot be made as of the effective date of termination,
the subjects will be withdrawn over a period of time mutually agreed by the parties, based upon an evaluation of risks to subjects
and the timelines required in the applicable clinical study protocol.



 


		14.4	Termination for Breach.



 


		(a)	If either party materially breaches this Agreement (which shall exclude bankruptcy of a party)
and if the breach is not cured within 60 days after receiving written notice from the other party with respect to the breach, except
as otherwise set out in this Agreement, this Agreement shall automatically terminate at the end of the 60 day period.



 


		(b)	Notwithstanding Subsection 14.4(a), if either party disputes the breach and so notifies the other
party in writing within the 60 day cure period, this Agreement shall not be automatically terminated pending adjudication and resolution
of the disputed breach pursuant to Section 19.2 or a court of competent jurisdiction, as the case may be.



 


		(c)	If AnorMED terminates this Agreement for breach by NeoRx under this Section 14.4, then without
further action on the part of either party:



 


		(i)	all rights and licenses granted by AnorMED to NeoRx pursuant to this Agreement shall revert to
AnorMED and NeoRx shall retain no rights therein;



 


		(ii)	to the extent permitted under applicable law and regulation, all regulatory licenses and filings
related to any Licensed Compounds and/or Licensed Products shall be transferred in good faith from NeoRx (or its Affiliates) to
AnorMED at no cost;



 


		(iii)	all rights in and to any trademarks and tradenames used in the development and commercialization
of the Licensed Compounds and/or Licensed Products in the Territory, shall be assigned from NeoRx (or its Affiliates) to AnorMED
at no cost;



 


		(iv)	the license granted by NeoRx to AnorMED under Subsection 9.2(c) shall be automatically converted
to a worldwide license at no cost; and



 


		(v)	NeoRx will, at its sole cost and expense, promptly wind down any pre-clinical and clinical studies
and programs then in effect and will safely withdraw and follow-up subjects from any such clinical studies to the effective date
of termination or, if such withdrawal cannot be made as of the effective date of termination, the subjects will be withdrawn over
a period of time mutually agreed by the parties, based upon an evaluation of risks to subjects and the timelines required in the
applicable clinical study protocol.



 


		(d)	If NeoRx terminates this Agreement for breach by AnorMED under this Section 14.4, NeoRx may elect,
in NeoRx’ sole discretion, without further action on the part of either party, that all rights and licenses granted by AnorMED
to NeoRx pursuant to this Agreement, including, without limitation, any and all regulatory licenses and filings shall continue
as exclusive royalty-bearing licenses from AnorMED to NeoRx on the terms and conditions set out in this Agreement, except that
AnorMED and NeoRx shall in good faith attempt to negotiate a reasonable reduction in the royalty rates set out under Sections 7.2
and 7.3.



 


		14.5	Termination on Bankruptcy.



 


To
the extent permitted under applicable law, either party may terminate this Agreement if at any time during the Term the other party
files in any court or agency pursuant to any statute or regulation of the United States or of any individual state or foreign country:


 


		(a)	a petition in bankruptcy or insolvency;



 


		(b)	a petition for reorganization in connection with a bankruptcy or insolvency;



 




    	 	- 27 -	 



     


    

 


		(c)	a petition for an arrangement in connection with a bankruptcy or insolvency;



 


		(d)	a petition for the appointment of a receiver or trustee of the party or of its assets;



 


		(e)	if the other party proposes a written agreement of composition or extension of its debts;



 


		(f)	if the other party is served with an involuntary petition
against it, filed in anyinsolvency proceeding, and the petition is not dismissed within 60 days after the filing thereof;



 


		(g)	if the other party proposes or is a party to any dissolution or liquidation; or



 


		(h)	if the other party makes an assignment for the benefit of creditors.



 


To
the extent consistent with applicable law, termination by a party under this Section 14.5 will be considered termination for breach
under Section 14.4 and the consequences of termination and parties’ respective rights and remedies will be as set out in
Section 14.4, except that no notice and cure time for the breach shall be required and, in the event of termination for AnorMED’s
bankruptcy, there shall be no reduction in the royalty rates under Sections 7.2 and 7.3.


 


		14.6	Payments on Termination.



 


Upon
termination of this Agreement, AnorMED shall have the right to retain any sums already paid by NeoRx under this Agreement, and
NeoRx shall pay all sums accrued hereunder as of the effective date of such termination or accrued under this Agreement after the
effective date of such termination as a result of such termination, such as the cost of winding down any preclinical and clinical
studies and programs then in effect and any other wind down costs, but shall have no obligation to make any payments that would
have accrued if termination of this Agreement had not occurred.


 


		14.7	Inventory.



 


		(a)	Subject to Subsection 14.7(b), notwithstanding the expiration
or earlier termination of this Agreement, NeoRx may continue to use any Licensed Products held in inventory by it in accordance
with the terms and conditions of the licenses granted under Sections 3.1, including the use of Licensed Products in the winding
down of clinical studies and programs under Paragraphs 14.3(e) and 14.4(c)(v), or as otherwise required to comply with regulatory
requirements.



 


		(b)	In the event of the termination of this Agreement by AnorMED
for material breach by NeoRx, NeoRx shall, at AnorMED’s option:



 


		(i)	destroy any Licensed Products held in inventory by NeoRx,
or



 


		(ii)	provide such Licensed Products to AnorMED at a price to be negotiated in good faith between the parties,



 


provided
that NeoRx may retain a reasonable quantity of such Licensed Products for use in accordance with the terms and conditions of the
licenses granted under Sections 3.1 for humanitarian and compassionate reasons for supply to physicians and other health service
providers who, at the time of termination of this Agreement, are treating patients using a Licensed Product, to continue and complete
the treatment of those existing patients. All sales of such Licensed Product shall be subject to royalty payments in accordance
with Article 7.


 


		14.8	Survival.



 


Expiration
or early termination of this Agreement shall not relieve either party of its obligations incurred prior to such expiration or early
termination. In addition, the following provisions shall survive any expiration or early termination of this Agreement:


 


		(a)	Section 1.1 (Definitions);



 


		(b)	Section
7.5 (Royalty Payments Upon Termination);



 


		(c)	Section
8.7 (Accounts and Audit)
and 8.8 (Confidentiality of Reports);



 


		(d)	Article
9 (Intellectual Property);



 




    	 	- 28 -	 



     


    

 


		(e)	Section 10.9 9
                                                           (Interference Proceedings) to the extent any interference proceedings are called prior to the effective date of
                                                           termination;



 


		(f)	Article
11 (Confidentiality; Publicity; Publications);



 


		(g)	Sections 12.5 (Recalls)
to the extent any Recall is instituted on Licensed Product sold or otherwise distributed by NeoRx prior to the effective date of
termination;



 


		(h)	Sections
14.6 (Payments on Termination)
14.7 (Inventory)
and 14.8 (Survival);



 


		(i)	Article 15 (Indemnification);
and



 


		(j)	Sections
19.2 (Dispute Resolution),
19.3 (Entire Agreement),
19.6 (Governing Law),
19.8 (Notices), 19.9
(Change of Address),
19.10 (Rights and Remedies)
and 19.11 (Severability).



 


Further,
Section 10.3 (Patent Costs) shall
survive any expiration or termination of this Agreement solely with respect to the payment and reimbursement of any Patent-related
costs and expenses that were incurred prior to the effective date of termination or expiration. Sections 3.1 (Grant
of License) shall survive any termination by NeoRx for breach by AnorMED under Section 14.4 or, subject to applicable
law, for insolvency or bankruptcy by AnorMED under Section 14.5.


 


Article
15 INDEMNIFICATION.


 


		15.1	Indemnification
of AnorMED.



 


NeoRx
shall indemnify and hold AnorMED, its Affiliates, and each of their officers, directors, employees, agents, consultants and contractors
(the “AnorMED Indemnified Parties”) harmless from and against any claim, action, liability, damage, loss, cost
or expense (including reasonable attorneys’ fees) (“Loss”) arising from or related to:


 


		(a)	the exercise of the license granted to NeoRx under this Agreement, including the development, testing,
manufacturing, sale and/or recall of the Licensed Compounds and/or the Licensed Products by NeoRx, its Affiliates and its sublicensees
as of or after the Effective Date;



 


		(b)	any breach or violation by NeoRx of, or failure to properly perform, any covenant or agreement
made in this Agreement; or



 


		(c)	any breach by NeoRx of any of its representations or warranties made in this Agreement;



 


unless
and to the extent such Loss arises from or is related to the gross negligence, wilful misconduct or fraud of the AnorMED Indemnified
Parties.


 


		15.2	Indemnification
of NeoRx.



 


AnorMED
shall indemnify and hold NeoRx, its Affiliates, and each of their officers, directors, employees, consultants and contractors (the
“NeoRx Indemnified Parties”) harmless from and against any Loss arising from or related to:


 


		(a)	the development, testing, manufacturing, sale and/or recall of the Licensed Compounds and/or the
Licensed Products by AnorMED, its Affiliates and its licensees prior to the Effective Date;



 


		(b)	any breach or violation by AnorMED of, or failure to properly perform, any covenant or agreement
made in this Agreement; or



 


		(c)	any breach by AnorMED of any of its representations or warranties made in this Agreement;



 


unless
and to the extent such Loss arises from or is related to the gross negligence, wilful misconduct or fraud of the NeoRx Indemnified
Parties.


 


		15.3	Clinical
Trials.



 


NeoRx
acknowledges and agrees that AnorMED shall have no liability for, no responsibility for and no control over the conduct of in
vivo, animal or human clinical studies conducted by or on behalf of NeoRx and/or its Affiliates or their respective
sublicensees utilizing the Licensed Compounds and the Licensed Products in the Field. The performance of any human clinical studies
in respect to the use of the Licensed Compounds and the Licensed Products in the Field shall be the sole responsibility of NeoRx.


 




    	 	- 29 -	 



     


    

 


		15.4	Unauthorized Commerce Indemnity.



 


In
addition, NeoRx agrees to indemnify and hold harmless the AnorMED Indemnified Parties and will defend them from and against any
and all Losses arising out of or relating to the alleged or actual unapproved or unauthorized use by NeoRx or its Affiliates or
their respective sublicensees of Licensed Product prior to Regulatory Approval.


 


		15.5	Indemnification Procedure.



 


If
a party eligible for indemnification under this Article 15 (in this section, an “Indemnified
Party”), receives any written claim which it believes gives rise to indemnification under this Article 15, the
Indemnified Party shall give notice of the claim to the other party (the “Indemnifying
Party”), including full particulars of the claim to the extent known to the Indemnified Party, provided, however,
that the failure to give timely notice as contemplated hereby shall not release the Indemnifying Party from any liability to indemnify
any persons indemnified under this Article 15 to the extent such failure does not compromise the Indemnifying Party’s ability
to prosecute such claim, and, subject to Article 10 in respect of infringement claims and infringement actions, the following shall
apply:


 


		(a)	the Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume
the defense of the claim with counsel reasonably satisfactory to the Indemnified Party, and at the Indemnifying Party’s cost
and expense;



 


		(b)	if the Indemnifying Party does not so assume the defense of the claim, the Indemnified Party may
assume the defense with counsel of its choice at the Indemnifying Party’s cost and expense;



 


		(c)	if the Indemnifying Party assumes the defense of the claim, the Indemnified Party may participate
therein through counsel of its choice, but the cost of such counsel shall be borne solely by the Indemnified Party;



 


		(d)	the Indemnified Party shall render all reasonable assistance to the Indemnifying Party and all
out-of-pocket costs of this assistance shall be borne solely by the Indemnifying Party; and



 


		(e)	no claim shall be settled other than by the party defending the claim, and then only with the consent
of the other party, which shall not be unreasonably withheld, provided that the Indemnified Party shall have no obligation to consent
to any settlement of any claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed
in full by the Indemnifying Party, and provided further that refusal of the Indemnified Party to consent to any settlement agreed
to by the Indemnifying Party shall limit the Indemnifying Party’s obligation under this Article 15 to the terms refused by
the Indemnified Party.



 


Article
16 REPRESENTATIONS AND WARRANTIES OF NEORX.


 


		16.1	Representations and Warranties



 


NeoRx
hereby represents and warrants the following as of the date hereof and as of the date that each milestone payment is made in shares
of NeoRx Common Shares pursuant to Sections 6.3(a) and 6.3(b) (each a “Share
Payment Date”):


 


		(a)	Corporate Organization and Authority. NeoRx:



 


		(i)	is a corporation duly organized, validly existing, authorized to exercise all its corporate powers,
rights and privileges, and in good standing in the State of Washington; and



 


		(ii)	has corporate power and authority to enter into this Agreement and to carry out the transactions contemplated
herein.



 


		(b)	Authorization. All necessary corporate action on the part of NeoRx for the execution and delivery
of this Agreement has been taken and all necessary corporate action on the part of NeoRx for the issuance and delivery of the Common
Shares being issued on each Share Payment Date shall have been taken prior to such Share Payment Date. This Agreement constitutes
a valid and legally binding obligation of NeoRx enforceable in accordance with its terms, except as may be limited by bankruptcy,
reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights
of creditors, and except as enforceability may be limited by principles of public policy, and to rules of law governing specific
performance, injunctive relief and other equitable remedies.



 




    	 	- 30 -	 



     


    

 


		(c)	No Conflicts; Required Filings.



 


		(i)	The performance by NeoRx of this
                                         Agreement and the transactions contemplated herein do not violate, or constitute a default
                                         under, and will not result in any violation of or constitute a default under, with or
                                         without the passage of time or the giving of notice of (1) any provision of NeoRx’s
                                         charter or bylaws as in effect on the relevant Share Payment Date; (2) any provision
                                         of any judgment, decree or order to which NeoRx is a party or by which it or any of its
                                         properties is bound; (3) any contract, obligation or commitment to which NeoRx is a party
                                         or by which it or any of its properties is bound, which violation or default would, individually
                                         or in the aggregate, (A) prevent or materially delay consummation of the transactions
                                         contemplated under this Agreement, (B) otherwise have a material adverse effect on the
                                         ability of NeoRx to perform its obligations under this Agreement and (C) individually
                                         or in the aggregate, result in any change, event, development, effect or condition that
                                         is or is reasonably likely to be materially adverse to the assets, liabilities, business,
                                         financial condition or results of operations of NeoRx (each of the foregoing items in
                                         (A), (B) or (C) being referred to herein as “Material Adverse Effect”);
                                         or (4) any statute, rule or governmental regulation applicable to NeoRx, which violation
                                         or default would, individually or in the aggregate, have a Material Adverse Effect.



 


		(ii)	The execution, delivery and performance
                                         by NeoRx of this Agreement and the transactions contemplated herein do not and will not
                                         require any consent, approval, authorization or permit of, or filing with or without
                                         notification to, any governmental or regulatory authority, United States or foreign,
                                         except (1) as may be required by the Hart-Scott-Rodino Antitrust Improvements Act of
                                         1976, as amended, together with the rules and regulations thereunder, and any similar
                                         foreign antitrust law or regulation (“Antitrust Laws”); (2) for applicable
                                         requirements, if any, of the Securities Act of 1933, as amended, including the rules
                                         and regulations promulgated thereunder (the “Securities Act”), or
                                         securities laws of the various states of the United States (the “Blue Sky Laws”);
                                         and (3) where the failure to obtain such consents, approvals, authorizations or permits,
                                         or to make such filings or notifications, would not have a Material Adverse Effect.



 


		(d)	Capital Stock. NeoRx has reserved a sufficient number of shares of Common Shares for issuance to
AnorMED in accordance with NeoRx’s obligations under this Agreement on or prior to each of the Share Payment Dates.



 


		(e)	Validity of Common Shares. The Common Shares issued on each Share Payment Date, when issued, sold
and delivered in accordance with the terms and for the consideration set forth in this Agreement, shall be duly and validly issued
and outstanding, fully paid, nonassessable and free and clear of all security interests, pledges, mortgages, liens, taxes, proxies,
charges, adverse claims of ownership or use, and restrictions, including pre-emptive rights, rights of first refusal and other
similar rights, restrictions on the resale, use, voting, receipt of income or other exercise of any attributes of ownership and
restrictions on transfer, defects of title or other encumbrance of any kind or character entitling any person to purchase or acquire
an ownership interest in any of such Common Shares, other than restrictions on transfer set forth in this Agreement and under federal
and state securities laws.



 


		(f)	SEC Filings; Financial Statements.



 


		(i)	NeoRx has timely
                                         filed all forms, reports and documents required to be filed by it with the Securities
                                         and Exchange Commission (the “SEC”) since December 31, 2002 (the “SEC
                                         Reports”) including, its (1) most recent Annual Report on Form 10-K; (2) each
                                         Quarterly Report on Form 10-Q filed with the SEC since the date of its most recent Annual
                                         Report on Form 10-K; (3) most recent proxy statement for the annual meeting of stockholders;
                                         and (4) all Current Reports on Form 8-K filed with the SEC since the date of NeoRx’s
                                         most recent report on Form 10-Q. NeoRx has filed additional reports and documents with
                                         the SEC that may be accessed at www.sec.gov. As of their respective dates, the SEC Reports:
                                         (A) were prepared in accordance with the requirements of the Securities Exchange Act
                                         of 1934, as amended (the “Exchange Act”); and (B) did not at the time
                                         they were filed contain any untrue statement of a material fact or omit to state a material
                                         fact required to be stated therein or necessary in order to make the statements therein,
                                         in light of the circumstances under which they were made, not misleading. Except to the
                                         extent that information contained in any SEC Report has been updated, revised, supplemented
                                         or amended by a later-filed SEC Report, none of the SEC Reports contains an untrue statement
                                         of material fact or omits to state a material fact required to be stated therein or necessary
                                         in order to make the statements therein, in light of the circumstances under which they
                                         were made, not misleading. As of the date of this Agreement, no subsidiary of NeoRx is
                                         subject to the reporting requirements of the Exchange Act.



 




    	 	- 31 -	 



     


    

 


		(ii)	Each of the financial statements (including, in each case, any notes thereto) contained in the
SEC Reports (collectively, the “Financial
Statements”) (1) complied as to form in all material respects with the published rules and regulations of the
SEC applicable thereto; (2) were prepared in accordance with generally accepted accounting principles applied on a consistent basis
throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited
statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes
and are subject to normal and recurring year-end adjustments that did not and will not, individually or in the aggregate, be material
in amount); and (3) fairly present in all material respects the consolidated financial position of NeoRx as of the respective dates
thereof and the consolidated results of operations and cash flows of NeoRx for the periods covered thereby. The auditors who have
certified the financial statements of NeoRx contained in the SEC Reports are independent public accountants as required by the
Securities Act and the rules and regulations thereunder. Except as disclosed in the SEC Reports and except for matters which are
not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, NeoRx has no obligations or liabilities,
whether or not accrued, contingent or otherwise and whether or not required to be disclosed.



 


		(g)	Sarbanes-Oxley. NeoRx’s principal executive officer and principal financial officer have
evaluated the effectiveness of NeoRx’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) described in the SEC Reports, and the conclusions regarding the effectiveness of the disclosure controls and procedures
set forth in the SEC Reports are true and correct in all material respects. The Chairman and Chief Executive Officer and the Vice
President, Finance of NeoRx have signed, and NeoRx has furnished to the SEC, all certifications required by Section 906 of the
Sarbanes-Oxley Act of 2002; such certifications contain no qualifications or exceptions to the matters certified therein, except
as to knowledge, and have not been modified or withdrawn; and neither NeoRx nor any of its officers has received notice from any
governmental entity questioning or challenging the accuracy, completeness, content, form or manner of filing or submission of such
certifications.



 


		(h)	Private Offering. Subject to the accuracy of AnorMED’s representations set forth in Section
17.1(c), Section 17.1(f) and Section 17.1(h), the offer, sale and issuance of the Shares in accordance with the terms of this Agreement
is in compliance with all applicable laws, exempt from the registration requirements of Section 5 of the Securities Act and exempt
from applicable state registration or qualification requirements, other than those with which NeoRx has complied or will comply.



 


		(i)	NASDAQ Compliance, NeoRx’s Common Shares are registered pursuant to Section 12(g) of the
Exchange Act and is listed on the NASDAQ SmallCap Market, and NeoRx has taken no action designed to, or likely to have the effect
of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares from the NASDAQ SmallCap
Market.



 


		(j)	Investment Company. NeoRx is not an “investment company” or an “affiliated person”
of, or “promoter” or “principal underwriter” for an investment company, within the meaning of the Investment
Company Act of 1940, as amended.



 


		(k)	Litigation. Except as disclosed in the SEC Reports, there
is no legal action, suit, arbitration or other legal, administrative or governmental proceeding pending or, to NeoRx’s knowledge,
threatened against NeoRx that could reasonably be expected to have a Material Adverse Effect.



 




    	 	- 32 -	 



     


    

 


Article
17 REPRESENTATIONS AND WARRANTIES OF ANORMED.


 


		17.1	Representations and Warranties



 


AnorMED
hereby represents and warrants to NeoRx the following:


 


		(a)	Authorization. All necessary corporate action on the part of AnorMED for the execution, delivery
and performance of its obligations under this Agreement and for the consummation of the transactions contemplated hereby has been
taken. This Agreement constitutes a valid and legally binding obligation of AnorMED enforceable in accordance with its terms.



 


		(b)	Corporate Organization and Authority. AnorMED is a corporation duly organized, validly existing,
and in good standing under the laws of Canada. AnorMED has the corporate power, authority and capacity to execute and deliver this
Agreement and to perform its obligations under this Agreement and any document contemplated to be delivered hereby.



 


		(c)	Purchase Entirely for Own Account. This Agreement is made with AnorMED in reliance upon AnorMED’s
representation to NeoRx, which by AnorMED’s execution of this Agreement AnorMED hereby confirms, that the Common Shares to
be purchased by AnorMED will be acquired for investment for AnorMED’s own account, not as a nominee or agent, and not with
a view to the resale or distribution of any part thereof. AnorMED has no present intention of selling, granting any participation
in or otherwise distributing the same. By executing this Agreement, AnorMED further represents that AnorMED does not presently
have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person
or to any third person, with respect to any of the Common Shares and AnorMED has not been formed for the specific purpose of acquiring
the Common Shares.



 


		(d)	Restricted Securities. AnorMED understands that the Common Shares have not been, and will not be,
registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act,
which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of AnorMED’s representations
as expressed in Section 17.1(c). AnorMED understands that the Common Shares are “restricted securities” under applicable
U.S. federal and state securities laws and that, pursuant to these laws, AnorMED must hold the Common Shares indefinitely unless
they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements
is available.



 


		(e)	Legends. AnorMED understands that the Common Shares shall bear the following legend:



 


		(i)	“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR
UNLESS NEORX HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO NEORX AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.”



 


		(f)	Accredited Investor. AnorMED is an “accredited investor” in:



 


		(i)	the United States pursuant to Rule 501(a) of Regulation D promulgated under the Securities Act;
and



 


		(ii)	Canada pursuant to subsection 1.1 (m) of the definition of “accredited investor”
                                                                set forth in Multilateral Instrument 45-103 – Capital
                                                                Raising Exemptions.



 


		(g)	Reliance. AnorMED has, in connection with its decision to purchase the number of Common Shares
set forth herein, relied solely upon the SEC Reports and the representations and warranties of NeoRx contained in this Agreement.



 


		(h)	Investment Experience. AnorMED has such knowledge and experience in financial and
                                                                             business matters that AnorMED is capable of evaluating the merits and risks of the investment in the Common Shares.



 




    	 	- 33 -	 



     


    

 


Article
18 REGISTRATION RIGHTS.


 


NeoRx
shall use all commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission covering
resale of those shares of unregistered Common Stock issued pursuant to Section 6.2(b) within 60 days after the date of this Agreement
and use all commercially reasonable efforts to cause such registration statement to become effective within 90 days after such
filing date (or 150 days after the filing date if the registration statement is reviewed by the SEC). NeoRx shall use all commercially
reasonable efforts to file a registration statement with the Securities and Exchange Commission covering resale of those shares
of unregistered Common Stock issued pursuant to Section 6.3(a) within 60 days after the achievement of the milestone set forth
in Section 6.3(a) and use all commercially reasonable efforts to cause such registration statement to become effective within 90
days after such filing date (or 150 days after the filing date if the registration statement is reviewed by the SEC). NeoRx, shall
use all commercially reasonable efforts to file a registration statement, post-effective amendment or prospectus supplement, as
applicable, with the Securities and Exchange Commission covering resale of those shares of unregistered Common Stock issued pursuant
to Section 6.3(b) within 60 days of achievement of the milestone set forth in Section 6.3(b) and use all commercially reasonable
efforts to cause such registration statement to become effective within 90 days after such filing date (or 150 days after the filing
date if the registration statement is reviewed by the SEC). If a requested registration statement is not filed within the applicable
60-day period set forth above or if such registration statement is not declared effective by the SEC within 90 days (or 150 days,
as applicable) thereafter, then AnorMED shall, at AnorMED’s sole option and election, have the right at any time within the
subsequent 15 days after the expiration of such 60-, 90- or 150-day period to tender the previously-issued shares of NeoRx Common
Stock received pursuant to Sections 6.2(b), 6.3(a) and 6.3(b), as applicable, by written notice to NeoRx and in lieu shares of
NeoRx Common Stock receive the amount specified in Sections 6.2(b), 6.3(a) or 6.3(b), as applicable, in cash. Notwithstanding the
foregoing, AnorMED shall not be entitled to registration rights under this Agreement and shall not be entitled to the right to
tender shares to NeoRx if all of the shares of NeoRx Common Stock held by AnorMED may be sold by AnorMED pursuant to Rule 144 of
the Securities Act during any ninety (90) day period as determined by counsel to NeoRx pursuant to a written opinion letter, reasonably
satisfactory in form and substance to AnorMED, addressed to NeoRx’s transfer agent to such effect; provided, further, that
if any of the shares of NeoRx Common Stock held by AnorMED may be sold by AnorMED pursuant to Rule 144(k) of the Securities Act,
then the opinion of NeoRx’s counsel shall also state that the restrictive legends on the stock certificates representing
such shares be removed pursuant to Rule 144(k).


 


Article
19 MISCELLANEOUS.


 


		19.1	Assignment; Inurement.



 


Neither
this Agreement nor any interest under this Agreement shall be assignable by either party without the prior written consent of the
other party. Assignment in contravention of this Section 19.1 shall be considered a material breach of this Agreement pursuant
to Section 14.4. Subject to other provisions of this Section 19.1, all rights and obligations under this Agreement and the licenses
granted in this Agreement shall be binding upon and inure to the benefit of the successors in interest of the respective parties.
Any assignment in violation of the foregoing shall be null and void. In the event that NeoRx assigns its rights and obligations
under this Agreement to a Third Party in accordance with the terms of this Section 19.1, all payments due and payable to AnorMED
under this Agreement by such Third Party after the effective date of assignment shall be made in cash including, in particular,
payments due and payable to AnorMED pursuant to Article 6.


 


		19.2	Dispute Resolution.



 


		(a)	Prior to engaging in any formal dispute
                                         resolution with respect to any dispute, controversy or claim arising out of or in relation
                                         to this Agreement or the breach, termination or invalidity of this Agreement (each, a
                                         “Dispute”), the Chief Executive Officers of the parties shall attempt
                                         for a period not less than 60 days to resolve the Dispute.



 


		(b)	Except as otherwise set out in this
                                         Section 19.2, any Dispute that cannot be settled amicably by agreement of the parties
                                         pursuant to Subsection 19.2(a) shall be finally settled by arbitration in accordance
                                         with the arbitration rules (the “Rules”) of the American Arbitration
                                         Association then in force, by three arbitrators. Each party shall select one arbitrator
                                         and the selected party arbitrators shall select the third arbitrator. Each such arbitrator
                                         shall have appropriate experience in the biopharmaceutical industry. Arbitration proceedings
                                         may not be instituted until the party alleging breach of this Agreement by the other
                                         party has given the other party the 60 days notice to remedy any alleged breach (as more
                                         specifically set out in other parts of this Agreement) and the other party has failed
                                         to do so.



 








    	 	- 34 -	 



     


    

  


		(c)	The place of arbitration shall be Seattle, Washington if
initiated by AnorMED and Vancouver, British Columbia if initiated by NeoRx.



 


		(d)	The award rendered in any arbitration shall be final and
binding upon both parties. The judgment rendered by the arbitrators shall include costs of arbitration, reasonable attorneys’
fees and reasonable costs for any expert and other witnesses.



 


		(e)	Nothing in this Agreement shall be deemed as preventing
either party from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over the parties
and the subject matter of the Dispute as necessary to protect either party’s name, Confidential Information or Intellectual
Property.



 


		(f)	Judgment upon the award may be entered in any court having jurisdiction, or application may
                                                                                                     be made to such court for judicial acceptance of the award and/or an order of enforcement as the case may be.



 


		(g)	Notwithstanding the provisions of Subsections 19.2(b) through
19.2(f), inclusive, in the event of a Dispute relating to the compliance by NeoRx (or its marketing partner or sublicensee, as
the case may be) with the development requirements under Section 2.1 or the commercialization requirements under Section 4.1,
the evaluation process set out in Exhibit C shall apply.



 


		(h)	Notwithstanding the provisions of Subsections 19.2(b)
through 19.2(f), inclusive, either party shall be free to submit any Dispute relating to Intellectual Property to any court having
jurisdiction over the parties and the subject matter of the Dispute and to seek such relief and remedies as are available in that
court.



 


		19.3	Entire Agreement.



 


This Agreement and all Exhibits attached
to this Agreement (which shall form an integral part of this Agreement), entered into as of the date first written above, constitute
the entire agreement between the parties relating to the subject matter hereof and supersede all previous writings and understandings.
No terms or provisions of this Agreement shall be varied or modified by any prior or subsequent statement, conduct or act of either
of the parties, except that the parties may mutually amend this Agreement by written instruments specifically referring to and
executed in the same manner as this Agreement. In the event of conflict between the terms and conditions of this Agreement and
those of any Exhibit attached to this Agreement or any other agreement executed by the parties, the terms and conditions of this
Agreement shall govern, unless the parties expressly provide that the conflicting term or condition of such Exhibit or agreement
shall supersede the corresponding term or condition of this Agreement.


 


		19.4	Force Majeure.



 


If the performance of any part of this
Agreement by either party, or of any obligation under this Agreement, is prevented, restricted, interfered with or delayed by reason
of any cause beyond the reasonable control of the party liable to perform, unless conclusive evidence to the contrary is provided,
the party so affected shall, upon giving written notice to the other party, be excused from such performance to the extent of such
prevention, restriction, interference or delay, provided that the affected party shall use its reasonable commercial efforts to
avoid or remove such causes of non-performance and shall continue performance with the utmost dispatch whenever the causes are
removed. When such circumstances arise, the parties shall discuss what, if any, modification of the terms of this Agreement may
be required in order to arrive at an equitable solution.


 


		19.5	Further Assurances.



 


The parties shall both execute and deliver
such further instruments and do such further acts as may be required to implement the intent of this Agreement.


 


		19.6	Governing Law.



 


This Agreement shall be governed by the
laws of the State of Washington and the United States of America applicable without regard to conflict of law provisions contained
therein.


 




    	 	- 35 -	 



     


    

 


		19.7	Insurance.



 


Commencing at the time of NeoRx’
initial clinical testing of a Licensed Product, NeoRx shall maintain liability insurance with respect to its activities under the
Development Program and any other development activities at commercially reasonable and appropriate levels. NeoRx currently maintains,
with respect to clinical development-related activities, insurance coverage in an amount equal to US$10,000,000 per occurrence.
NeoRx shall maintain such insurance for so long as it conducts activities under the Development Program or any other development
activities. NeoRx’ general liability insurance shall name AnorMED as an additional insured. Upon request, NeoRx shall provide
AnorMED with evidence of such insurance coverage.


 


		19.8	Notices.



 


All notices in connection with this Agreement
shall be in writing and shall be:


 


		(a)	delivered personally; or



 


		(b)	mailed by registered or certified mail (return receipt
requested and postage prepaid); or



 


		(c)	sent by express courier service (receipt verified); or



 


		(d)	sent by facsimile transmission (with confirmation notice
sent as described above);



 


to the following addresses of the parties:


 


	If to AnorMED:	 	If to NeoRx:
	 	 	 	 
	 	AnorMED Inc.	 	 	NeoRx Corporation.
	 	#200 - 20353 64th Ave	 	 	300 Elliott Avenue West, Suite 500
	 	Langley, British Columbia	 	 	Seattle, Washington
	 	Canada V2Y 1N5 	 	 	USA 98119-4114
	 	 	 	 	 
	 	Attention:	President and	 	 	Attention:	Chief Executive Officer
	 	 	Chief Executive Officer	 	 	 	 
	 	 	 	 	 	Facsimile:	(206) 286-2537
	 	Facsimile:	(604)530-0976	 	 	 	 
	 	 	 	 	With a copy to the NeoRx Legal Department.


 


Any notice shall be deemed to have been
received:


 


		(e)	on the date of delivery, if delivered personally or by
express courier; or



 


		(f)	on the fifth Business Day following the date of mailing if sent by registered or certified
                                                                             mail; or



 


		(g)	on the next Business Day following the date of transmission
if sent by facsimile transmission.



 


		19.9	Change of Address.



 


Either party may, at any time, give notice
of any change of address to the other and the address specified in the notice shall be that party’s address for the purpose
of receiving notices.


 


		19.10	Rights and Remedies.



 


The rights and remedies available under
this Agreement shall be cumulative and not alternative and shall be in addition to and not a limitation of any rights and remedies
otherwise available to the parties at law or in equity.


 


		19.11	Severability.



 


In the event any portion of this Agreement
shall be held illegal, void or ineffective, the remaining portions of this Agreement shall remain in full force and effect. If
any of the terms or provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or
provisions shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform
with such statute or rule of law.


 




    	 	- 36 -	 



     


    

 


		19.12	Counterparts; Facsimile.



 


This Agreement may be executed in any number
of counterparts (either originally or by facsimile), each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same instrument.


 


IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be executed by its duly authorized officer as of the date first written above.


  


	ANORMED INC.	 	NEORX CORPORATION
	by its authorized signatory:	 	by its authorized signatory:
	 	 	 
	/s/ Michael J. Abrams	 	/s/ Jack  L. Bowman
	Name:	Michael J. Abrams	 	Name: 	Jack  L. Bowman
	Title:	President & CEO	 	Title:	Chairman and CEO


 




    	 	- 37 -	 



     


    

 


EXHIBIT A


ANORMED PATENTS


 


The Patents set out on the following tables comprise the AnorMED
Patents:


 


	
        TABLE I:

        Patent Family: AnorMED Reference No.
        20010 Portfolio

        Title: PLATINUM COMPLEXES

         

	Reference No.	 	Filing Date	 	Application No.	 	Issue Date	 	
        Expiration

        Date
	 	Issued Patent No.
	20010.00 (United States)	 	7-Feb-96	 	597,953	 	9-Sep-97	 	7-Feb-2016	 	5,665,771
	20010.40 (Australia)	 	31-Jan-96	 	42258/96	 	4-Nov-99	 	31-Jan-2016	 	707814
	20010.41 (Canada)	 	7-Feb-96	 	2,169,019	 	4-Feb-03	 	7-Feb-2016	 	2,169,019
	20010.42 (EPC)	 	29-Jan~96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.43 (Finland)	 	14-Feb-96	 	96/0660	 	 	 	 	 	 
	20010.44 (Japan)	 	14-Feb-96	 	8-26935	 	10-Aug-01	 	24-Feb-2016	 	03219235
	20010.45 (S Korea)	 	12-Feb-96	 	96-3292	 	25-May-02	 	12-Feb-2016	 	339866
	20010.46 (Mexico)	 	13-Feb-96	 	96.0589	 	22-Nov-99	 	13-Feb-2016	 	194214
	20010.47 (New Zealand)	 	7-Feb-96	 	280946	 	6-Oct-97	 	7-Feb-2016	 	280946
	20010.48 (Norway)	 	13-Feb-96	 	1996.0569	 	25-Apr-00	 	13-Feb-2016	 	307.569
	20010.49 (S Africa)	 	5-Feb-96	 	96/0885	 	30-0ct-96	 	5-Feb-2016	 	96/0885
	20010.50 (Taiwan)	 	7-Feb-96	 	85101525	 	26-Sep-01	 	6-Feb-2016	 	NI-133176
	20010.51 (Hong Kong)	 	29-Jan-96	 	98113066.5	 	S-Feb-02	 	29-Jan-2016	 	HK1011997
	20010.52 (Austria)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.53 (Belgium)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.54 (Denmark)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.55 (France)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.56 (Germany)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	P 696 13 254.0-08
	20010.57 (Greece)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	20010401373
	20010.58 (Ireland)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.59 (Italy)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.60 (Luxembourg)	 	29-Jan-9 6	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.61 (Netherlands)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.62 (Portugal)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	2 9-Jan-2016	 	0727430
	20010.63 (Spain)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.64 (Sweden)	 	29-Jan-9 6	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.65 (Switzerland)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430
	20010.66 (Great Britain)	 	29-Jan-96	 	96300601	 	13-Jun-01	 	29-Jan-2016	 	0727430


 




     


     


    

 


	
        TABLE II:

        Patent Family: AnorMED Reference No.
        20036 Portfolio

        Title: PROCESS FOR PREPARING AMINE PLATINUM
        COMPLEXES

         

	Reference No.	 	Filing Date	 	Application No.	 	Issue Date	 	
        Expiration

        Date
	 	Issued Patent No.
	30036.00 (U.S. Provisional)	 	13-Apr-99	 	60/128,939	 	 	 	 	 	 
	20036.00 (United States)	 	11-Apr-00	 	09/547,074	 	11-Feb-03	 	11-Apr-2020	 	6,518,428
	20036.20 (United States)	 	4-Oct-00	 	09/679,952	 	2-Jul-02	 	11-Apr-2020	 	6,413,953
	20036.40 (PCT)	 	1 1-Apr-00	 	PCT/CA00/00385	 	 	 	 	 	 
	20036.41 (Argentina)	 	12-Apr-00	 	P 00 01 01 696	 	 	 	 	 	 
	20036.42 (Bangladesh)	 	12-Apr-00	 	81/2000	 	23 Aug 02	 	13-Apr-2015	 	1003443
	20036.43 (Malaysia)	 	12-Apr-00	 	PI 20001537	 	 	 	 	 	 
	20036.44 (Pakistan)	 	12-Apr-00	 	320/2000	 	 	 	 	 	 
	20036.45 (Philippines)	 	12-Apr-00	 	1-2000-00898	 	 	 	 	 	 
	20036.46 (Taiwan)	 	23-Jun-00	 	89112556	 	 	 	 	 	 
	20036.47 (Thailand)	 	11-Apr-00	 	56822	 	 	 	 	 	 
	* 20036.49 (Taiwan)	 	12-Dec-00	 	89126493	 	 	 	 	 	 
	* 20036.50 (Argentine)	 	11-Apr-01	 	P 01 01 01 742	 	 	 	 	 	 
	* 20036.51 (Bangladesh)	 	8-Apr-01	 	110/2001	 	 	 	 	 	 
	* 20036.52 (Malaysia)	 	11-Apr-00	 	PI 20011740	 	 	 	 	 	 
	* 20036.53 (Pakistan)	 	11-Apr-01	 	340/2001	 	 	 	 	 	 
	* 20036.54 (Philippines)	 	11-Apr-01	 	1-2001-00909	 	 	 	 	 	 
	* 20036.55 (Thailand)	 	11-Apr-01	 	64949	 	 	 	 	 	 
	* 20036.56 (Venezuela)	 	11-Apr-01	 	781-2001	 	 	 	 	 	 
	* 20036.57 PCT	 	11-Apr-01	 	PCT/CA01/00518	 	 	 	 	 	 
	20036.58 (Australia)	 	11 -Apr-00	 	39510/00	 	 	 	 	 	 
	20036.59 (Bulgaria)	 	11 -Apr-00	 	106 090	 	 	 	 	 	 
	20036.60 (Brazil)	 	11 -Apr-00	 	PI0009780-2	 	 	 	 	 	 
	20036.61 (Canada)	 	11-Apr-00	 	2,368,849	 	 	 	 	 	 
	20036.62 (China)	 	11 -Apr-00	 	807635.9	 	 	 	 	 	 
	20036.63 (Czech republic)	 	11-Apr-00	 	PV 2001-3648	 	 	 	 	 	 
	20036.64 (Estonia)	 	11-Apr-00	 	0536/01PC	 	 	 	 	 	 
	20036.65 (EPC)	 	11-Apr-00	 	EP 00918620.6	 	 	 	 	 	 
	20036.66 (Hungary)	 	11-Apr-00	 	P0200748	 	 	 	 	 	 
	20036.67 (Indonesia)	 	11-Apr-00	 	W00200102330	 	 	 	 	 	 
	20036.68 (Israel)	 	11-Apr-00	 	145671	 	 	 	 	 	 


 




    	 	- 2 -	 



     


    

 


	
        TABLE II:

        Patent Family: AnorMED Reference No.
        20036 Portfolio

        Title: PROCESS FOR PREPARING AMINE PLATINUM
        COMPLEXES

         

	Reference No.	 	Filing Date	 	Application No.	 	Issue Date	 	
        Expiration 

        Date
	 	Issued Patent No.
	20036.69 (India)	 	11-Apr-00	 	IN/PCT/2001/01005	 	 	 	 	 	 
	20036.70 (Iceland)	 	11-Apr-00	 	6092	 	 	 	 	 	 
	20036.71 (Japan)	 	11-Apr-00	 	2000-610861	 	 	 	 	 	 
	20036.72 (South Korea)	 	11-Apr-00	 	10-2001-7013049	 	 	 	 	 	 
	20036.73 (Mexico)	 	11-Apr-00	 	PA/A/2001/010430	 	 	 	 	 	 
	20036.74 (Norway)	 	11-Apr-00	 	2001 4957	 	 	 	 	 	 
	20036.75 (New Zealand)	 	11-Apr-00	 	514736	 	 	 	 	 	 
	20036.76 (Poland)	 	11-Apr-00	 	P351612	 	 	 	 	 	 
	20036.77 (Russian Fed.)	 	11-Apr-00	 	2001130457	 	 	 	 	 	 
	20036.78 (Singapore)	 	11-Apr-00	 	200105839-5	 	 	 	 	 	 
	20036.79 (Slovakia)	 	11-Apr-00	 	PV 1468-2001	 	 	 	 	 	 
	20036.80 (Ukraine)	 	11-Apr-00	 	2001117756	 	 	 	 	 	 
	20036.81 (South Africa)	 	11-Apr-00	 	20017965	 	 	 	 	 	 
	20036.82 (Hong Kong)	 	4-Feb-02	 	02100835.7	 	 	 	 	 	 


 


* Note: 20036.49 – 20036.57 Applications are either abandoned
or lapsed.


 


	
        TABLE III:

        Patent Family: AnorMED Reference No.
        20043 Portfolio

        Title: Platinum Compounds as Antitumor
        Agents

         

	Reference No.	 	Filing Date	 	Application No.	 	Issue Date	 	
        Expiration

        Date
	 	Issued Patent No.
	20043.00 (United States)	 	4-Oct-00	 	09/678,595	 	 	 	 	 	 
	20043.40 (PCT)	 	2-Oct-0l	 	PCT/US01/30838	 	 	 	 	 	 
	* 20043.41 (Taiwan)	 	12-Dec-00	 	89126491	 	 	 	 	 	 
	* 20043.42 (Argentina)	 	3-Oct-0l	 	P 010104672	 	 	 	 	 	 
	* 20043.43 (Bangladesh)	 	4-Oct-00	 	236/01	 	 	 	 	 	 
	*20043.44 (Malaysia)	 	4-Oct-00	 	PI 20014645	 	 	 	 	 	 
	* 20043.45 (Pakistan)	 	3-Oct-0l	 	937/2001	 	 	 	 	 	 
	*20043.46 (Thailand)	 	2-Oct-0l	 	68750	 	 	 	 	 	 
	* 20043.47 (Venezuela)	 	2-Oct-0l	 	2079-2001	 	 	 	 	 	 
	20043.48 (EPC)	 	2-Oct-0l	 	01975671.7	 	 	 	 	 	 
	20043.49 (Japan)	 	2-Oct-0l	 	2002-532453	 	 	 	 	 	 
	20043.50 (South Korea)	 	2-Oct-0l	 	10-2003-7004780	 	 	 	 	 	 


 


* Note: 20043.41-20043.47 are either abandoned or lapsed.


 




    	 	- 3 -	 



     


    

 


	
        TABLE IV:

        Patent Family: AnorMED Reference No.
        20062 Portfolio

        Title: Combination Chemotherapy

         

	Reference No.	 	Filing Date	 	Application No.	 	Issue Date	 	
        Expiration

        Date
	 	Issued Patent No.
	20062.00 (United States)	 	10-May-2001	 	10/276,503	 	 	 	 	 	 
	20062.41 (PCT)	 	10-May-01	 	PCT/GB01/02060	 	 	 	 	 	 
	20062.42 (Argentina)	 	10-May-01	 	01 01 02214	 	 	 	 	 	 
	20062.43 (Malaysia)	 	3-May-01	 	PI 2001 2142	 	 	 	 	 	 
	20062.45 (Pakistan)	 	10-May-01	 	0424/2001	 	 	 	 	 	 
	20062.46 (Thailand)	 	9-May-01	 	65376	 	 	 	 	 	 
	20062.47 (Taiwan)	 	21-May-01	 	90112094	 	 	 	 	 	 
	20062.48 (Venezuela)	 	10-May-01	 	982-2001	 	 	 	 	 	 
	20062.49 (Bangladesh)	 	8-May-01	 	128/2001	 	 	 	 	 	 
	20062.50 (EPC)	 	10-May-01	 	01925764.1	 	 	 	 	 	 
	20062.51 (Australia)	 	10-May-01	 	2001252442	 	 	 	 	 	 
	20062.52 (Bulgaria)	 	10-May-01	 	107281	 	 	 	 	 	 
	20062.53 (Brazil)	 	10-May-01	 	PI0110837-9	 	 	 	 	 	 
	20062.54 (Canada)	 	10-May-01	 	2,410,067	 	 	 	 	 	 
	20062.55 (China)	 	10-May-01	 	01809337.X	 	 	 	 	 	 
	20062.56 (Czech Republic)	 	10-May-01	 	PV2002-3766	 	 	 	 	 	 
	20062.57 (Estonia)	 	10-May-01	 	P200200648	 	 	 	 	 	 
	20062.58 (Hong Kong)	 	5-Mar-03	 	03101630.1	 	 	 	 	 	 
	20062.59 (Hungary)	 	10-May-01	 	P 0302130	 	 	 	 	 	 
	20062.60 (Indonesia)	 	10-May-01	 	W00200202607	 	 	 	 	 	 
	20062.61 (Israel)	 	10-May-01	 	151959	 	 	 	 	 	 
	20062.62 (India)	 	10-May-01	 	IN/PCT/2002/01241	 	 	 	 	 	 
	20062.63 (Iceland)	 	10-May-01	 	6571	 	 	 	 	 	 
	20062.64 (Japan)	 	10-May-01	 	2001-583780	 	 	 	 	 	 
	20062.65 (South Korea)	 	10-May-01	 	10-2002-7015404	 	 	 	 	 	 
	20062.66 (Mexico)	 	10-May-01	 	PA/A/2002/011247	 	 	 	 	 	 
	20062.67 (Norway)	 	10-May-01	 	20025502	 	 	 	 	 	 
	20062.68 (New Zealand)	 	10-May-01	 	521632	 	 	 	 	 	 
	20062.69 (Poland)	 	10-May-01	 	151959	 	 	 	 	 	 
	20062.70 (Russian Fed.)	 	10-May-01	 	2002133963	 	 	 	 	 	 
	20062.71 (Singapore)	 	10-May-01	 	200206341-0	 	 	 	 	 	 


 




    	 	- 4 -	 



     


    

 


	
        TABLE IV:

        Patent Family: AnorMED Reference No.
        20062 Portfolio

        Title: Combination Chemotherapy

	Reference No.	 	Filing Date	 	Application No.	 	Issue Date	 	
        Expiration

        Date
	 	Issued Patent No.
	20062.72 (Slovakia)	 	10-May-01	 	PP-1639-2002	 	 	 	 	 	 
	20062.73 (Ukraine)	 	10-May-01	 	20021210043/M	 	 	 	 	 	 
	20062.74 (South Africa)	 	10-May-01	 	2002/9279	 	 	 	 	 	 


 




    	 	- 5 -	 



     


    

 


EXHIBIT
B


DEVELOPMENT
PROGRAM


 


The Development Program shall include the
following clinical studies:


 


		1.	A Phase I safety and pharmacology study with an oral formulation
of AMD473; and



 


		2.	A Phase II study to confirm and/or demonstrate activity
in a cancer indication with an intravenous formulation of AMD473.



 




     


     


    

 


EXHIBIT
C


EVALUATION
PROCESS


 


Evaluation of Commercialization Activities.


 


		1.	Each party shall select
                                         a mutually acceptable person as an independent evaluator (each an “Evaluator”)
                                         and the two selected Evaluators shall select a mutually acceptable third Evaluator, to
                                         conduct the evaluation set forth in Section 2 of this Exhibit C. If the parties
                                         cannot agree on the choice of Evaluators, the selecting authority shall be the British
                                         Columbia International Commercial Arbitration Centre.



 


		2.	Unless the parties mutually agree otherwise, the following
rules and procedures shall govern the conduct of the parties and the Evaluators before and during the investigation by the Evaluators:



 


		(a)	within 30 days after the selection of the Evaluators, NeoRx
shall provide to the Evaluators and AnorMED a written summary of its position. Upon receipt of NeoRx’ summary, AnorMED shall
have 15 days to prepare and submit to NeoRx and the Evaluators its own summary in reply to the summary submitted by NeoRx; and



 


		(b)	on receipt of the summaries and any other documents,
statements or records submitted by the parties, the Evaluators shall have 30 days within which to conduct such further inquiries
as the Evaluators may deem necessary for the purpose of reviewing the efforts made by NeoRx with respect to:



 


		(i)	the development of the Licensed Products in compliance
with the requirements of Section 2.1; or



 


		(ii)	the promotion, marketing, sale or other commercialization
of the Licensed Products in compliance with the requirements of Section 4.1.



 


For the purpose of conducting such an inquiry,
the Evaluators shall have the right to:


 


		(iii)	require either party to disclose any further documents
or records which the Evaluators consider to be relevant;



 


		(iv)	interview or question either orally (or by way of written
questions) one or more representatives of either party on issues deemed to be relevant by the Evaluators;



 


		(v)	make an "on site" inspection of NeoRx’
facilities; and



 


		(vi)	obtain if necessary, the assistance of an independent expert
to provide technical information with respect to any area in which the Evaluators do not have a specific expertise.



 


		3.	The Evaluators shall within 30 days after starting the
inquiry, prepare a report setting out the Evaluators’ findings and conclusions as to whether or not NeoRx is in breach of
Section 2.1 or Section 4.1, as the case may be. If the Evaluators determine that NeoRx is in breach, then the Evaluators shall
specify in the report the Evaluators’ conclusions as to what additional measures may be required to achieve compliance with
Section 2.1 or Section 4.1, as the case may be, and NeoRx shall thereafter make the efforts so specified. If NeoRx fails to make
such efforts, after notice of termination for breach provided in accordance with the terms of Section 14.4, then AnorMED’s
sole remedy for NeoRx’ failure to make the efforts specified in Section 2.1 or Section 4.1, as the case may be, shall be
that this Agreement may be terminated in accordance with Section 14.4.



 


		4.	The report and conclusions of the Evaluators shall be delivered
to NeoRx and AnorMED, and shall be accepted by both parties as final and binding.



 




     


     


    

 


		5.	AnorMED may not call for more than one evaluation pursuant
hereto in any two (2) calendar year period. The cost of an evaluation hereunder shall be borne 50% by NeoRx and 50% by AnorMED.



 




    	 	- 2 -	 



     


    

 


EXHIBIT D


PRESS RELEASE


 




     


     


    

 


		
        AnorMED Inc.

        200 - 20353 64th Ave

        Langley, British Columbia

        Canada V2Y 1N5
	
         

        TEL (604) 530-1057

        FAX (604) 530-0976

        www.anormed.com



 


PRESS RELEASE


 


ANORMED LICENSES CANCER COMPOUND TO NEORX


 


	For Immediate Release:	April 5, 2004


 


Vancouver, British Columbia - AnorMED Inc. (TSX:AOM)
today announced that it has licensed its platinum based anti-cancer agent, AMD473, to NeoRx Corporation (NASDAQ: NERX). Under the
terms of the agreement, NeoRx was granted exclusive global rights, excluding Japan, to develop, manufacture and commercialize the
drug candidate for treatment of any human disease. NeoRx plans to initiate clinical studies for AMD473 in one or more cancer indications
in the second half of 2004.


 


Under the terms of the agreement, AnorMED received a one-time
upfront milestone payment of US$1 million cash and US$1 million in NeoRx common stock. In addition, AnorMED is eligible to receive
additional milestone payments of up to US$13 million, payable in cash or a combination of cash and NeoRx common stock. Upon an
approval AnorMED would receive royalty payments of up to 15% on product sales.


 


“Our partnership with NeoRx is an important milestone
for us. NeoRx has both the clinical capabilities and resources to advance the development of this drug candidate for its potential
to become an important new platinum chemotherapeutic. We look forward to working with the NeoRx team,” stated Dr. Michael
J. Abrams, President and CEO of AnorMED.


 


AMD473 is a platinum based chemotherapeutic agent with a proven
mechanism of action that has demonstrated clinical activity in hormone resistant prostate cancer, among other solid tumor cancers.
In addition, AMD473 has the potential to be developed as both intravenously and orally administerable chemotherapy.


 


NeoRx is a cancer therapeutics development company with headquarters
in Seattle, WA and pharmaceutical manufacturing facilities in Denton, TX. In March 2004 NeoRx began a phase III pivotal trial of
its lead therapeutic candidate, STRTM (Skeletal Targeted Radiotherapy), in patients with multiple myeloma, a cancer of the
bone marrow. NeoRx is developing STR for use with high-dose chemotherapy and autologous stem cell transplantation to treat multiple
myeloma and other cancers where stem cell transplantation is indicated.


 


AnorMED is a chemistry-based biopharmaceutical company focused
on the discovery and development of new small molecule therapeutics for the treatment of cancer and HIV, among others. The Company
has four clinical products in development and a research program focused on a novel class of compounds that target specific chemokine
receptors known to be involved in a variety of diseases.


 


-more-


 




     


     


    

 


AMD473
NeoRx 04/05/04


 


Over the course of 2004, AnorMED plans to complete Phase II
trials in AMD3100 for stem cell transplantation and hold an end of Phase II meeting with the FDA. AnorMED will also initiate further
trials for AMD070 in HIV patients. In addition, the Company expects to file an Investigational New Drug application to begin human
clinical trials for AMD3100 in heart attack patients. Information on AnorMED Inc. is available on the Company’s website:
www.anormed.com.


 


Note: Certain of the statements contained in this press release
contain forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The Company does not expect to update forward-looking
statements continually as conditions change. Investors are referred to the full discussion of risk factors associated with the
Company‘s business contained in the Company's Short Form Prospectus filed with securities regulatory authorities dated December
17, 2003.


 


For further information:


Elisabeth Whiting, M.Sc.


Senior Director, Corporate Development


& Communications


Office : (604) 532-4667


Direct: (604) 763-4682


e-mail: ewhiting@anormed.com


 




     


     


    

 


 


 


For Immediate Release


 


NEORX ACQUIRES CANCER COMPOUND FROM ANORMED


 


Acquisition broadens product pipeline
and complements


STRTM development program


 


Seattle, April 5, 2004 — NeoRx Corporation (NASDAQ:
NERX) today announced that it has acquired from AnorMED Inc. (TSX: AOM) the worldwide exclusive rights, excluding Japan, to develop,
manufacture and commercialize AMD473, a platinum-based anti-cancer agent. AMD473 has been administered to more than 500 cancer
patients in phase I and phase II clinical trials, demonstrating anti-cancer activity in a wide range of tumors and a manageable
safety profile. NeoRx expects to initiate clinical studies of AMD473 in one or more cancer indications in the second half of this
year.


 


“The acquisition of AMD473 fits our strategic focus on
broadening our drug development pipeline with a compound that has already proven effective in early stage trials,” said Jack
L. Bowman, Chairman and CEO of NeoRx. “Furthermore, we believe that the AMD473 development program is highly complementary
to our STRTM program and we have the clinical staff and financial resources to move forward with AMD473 clinical development,
while conducting our phase III trial with STR. We are also very satisfied with this transaction’s terms, which allow us to
reserve our financial resources for product development. All-in-all, we believe that the acquisition of AMD473 will prove to be
beneficial for our Company and our shareholders”


 


Under the terms of the agreement, NeoRx paid AnorMED a one-time
upfront milestone payment of $1 million in NeoRx common stock and $1 million in cash. The agreement also provides for additional
milestone payments to AnorMED of up to $13 million, payable in cash or a combination of cash and NeoRx common stock. Upon regulatory
approval, AnorMED would receive royalty payments of up to 15% on product sales.


 


Under the agreement, NeoRx has acquired an exclusive license,
under a portfolio of issued patents and patent applications, to develop, manufacture and commercialize AMD473. The patent portfolio
relates to composition of matter, formulations and methods of use of AMD473 and related analogs and compounds, and includes issued
patents and patent applications in ail major countries. The agreement also transfers to NeoRx certain know-how pertaining to AMD473,
including clinical and manufacturing data, regulatory submissions, and related information. Also under the agreement, AnorMED will
transfer to NeoRx an inventory of finished AMD473 suitable for use in clinical studies.


 




     


     


    

 


Philip S. Schein, MD, Chairman of NeoRx's Scientific Advisory
Board, said, "In clinical studies to date, AMD473 appears to have a broader spectrum of activity than currently available
platinum-based drugs, and also shows anti-tumor activity in some platinum- resistant tumors in laboratory studies. Clinical studies
also have indicated that AMD473 has an acceptable safety profile, and reduced toxicity to the kidney and peripheral nervous system
associated with the widely used platinum drug cisplatin. AMD473 also is noteworthy for its potential, based on preclinical data,
to address the growing need for oral chemotherapeutics for out-patient treatment."


 


In phase I clinical studies of AMD473 as a single agent and
in combination with other cancer therapeutics, anti-tumor activity was observed in a broad range of cancers. In phase II monotherapy
studies of AMD473, objective responses were observed in hormone-resistant prostate cancer, and in second-line ovarian, breast,
and lung cancers, including platinum-resistant and platinum-sensitive cancers. Existing platinum agents such as cisplatin and oxaliplatin
exhibit nephrotoxicity and/or neurotoxicity. No clinically significant nephrotoxicity or neurotoxicity has been observed with AMD473
to date. Moreover, AMD473 has shown oral bioavailability and anti-tumor activity with oral administration in preclinical studies,
and has the potential to be the first platinum agent with both intravenous and oral formulations.


 


Platinum-based cancer drugs have gained broad use since their
introduction nearly 20 years ago. The platinum drugs cisplatin, carboplatin and oxaliplatin are widely used in combination therapies
for numerous tumor types. The worldwide market for platinum-based cancer drugs is estimated to be over $1 billion. However, available
platinum drugs have undesirable side effects and toxicities, which limit their use. There also remain a number of cancer indications
that are not well treated with existing platinum agents, and all currently approved platinum agents are administered intravenously.
There is a need to expand the spectrum of activities of platinum anti-tumor agents to other cancer types. An orally administered
platinum agent also could be of significant benefit in the chemotherapeutic setting.


 


About AnorMED


AnorMED is a chemistry-based biopharmaceutical company focused
on the discovery and development of new small molecule therapeutics for the treatment of cancer and HIV, among others. The company
has four clinical products in development and a research program focused on a novel class of compounds that target specific chemokine
receptors known to be involved in a variety of diseases.


 


About NeoRx


NeoRx is a cancer therapeutics development company with headquarters
in Seattle and pharmaceutical manufacturing facilities in Denton, Tex. In March 2004, the Company opened enrollment in a phase
III pivotal trial of its lead therapeutic candidate, STRTM (Skeletal Targeted Radiotherapy), in patients with multiple myeloma,
a cancer of the bone marrow. NeoRx is developing STR for use with high-dose chemotherapy and autologous stem cell transplantation
to treat multiple myeloma and other cancers where stem cell transplantation is indicated.


 




     


     


    

 


This release contains forward-looking statements relating
to the development of the Company's products, future operating results and strategic goals that are subject to certain risks and
uncertainties which could cause actual results to differ materially from those projected. The words “believe,” "expect,”
“intend,” "anticipate,” variations of such words, and similar expressions identify forward-looking statements,
but their absence does not mean that the statement is not forward-looking. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause the Company’s
actual results to differ include early stage of AMD473’s development, whether results of later-stage clinical trials of AMD473
will further validate and support the safety and efficacy of any AMD473 product, uncertainties related to the timing and costs
of completing clinical trials, and the timing of regulatory approvals, ability of AMD473 to demonstrate greater benefits than currently
available platinum-based drugs, expected growth in demand for oral chemotherapeutics and ability of AMD473 to address that need,
NeoRx's ability to develop and commercialize AMD473 in a timely and cost-effective manner and other risks and uncertainties described
in NeoRx's current and periodic reports filed with the Securities and Exchange Commission, including NeoRx's Annual Report on Form
10-K for the year ended December 31, 2003. Readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this release. The Company undertakes no obligation to update any forward-looking statement
to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated
events.


 


NeoRx and STR are trademarks or registered trademarks of NeoRx
Corporation in the United States and/or foreign countries.


 


© 2004 NeoRx Corporation. All Rights Reserved.


 


For Further Information:


 


	NeoRx Corporation	Lippert/Heilshorn & Associates, Inc.
	Melinda G. Kile	Jody Cain (jcain@lhai.com)
	Vice President, Finance	Bruce Voss (bvoss@lhai.com)
	206-286-2501	310-691-7100


 


###


 









     

     


    

 


Exhibit 1


 


AMENDMENT NO. 1 TO

LICENSE AGREEMENT


 


THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT (this “Amendment”),
effective as of September 18, 2006 (the “Amendment Date”), is entered into between ANORMED INC, (“AnorMED”),
a corporation organized and existing under the laws of Canada and having an office at #200 - 20353 64th Ave, Langley,
BC Canada V2Y IN5, and PONIARD PHARMACEUTICALS, INC. (“Poniard”), a corporation organized and existing under
the laws of the State of Washington end having an office at 300 Elliott Avenue West, Suite 500, Seattle, WA 98119, with respect
to the following facts:


 


WHEREAS, AnorMED and Poniard (previously NeoRx
Corporation) entered into that License Agreement dated as of April 2, 2004 (the “License Agreement”).


 


WHEREAS, AnorMED and Poniard desire to amend
the License Agreement in certain respects, all on the terms and conditions set forth below.


 


NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants set forth below, the parties hereby amend the License Agreement and otherwise agree as follows:


 


1.     Payments.
In consideration of the rights granted hereunder, Poniard shall pay to AnorMED the following amounts at the times ramified:


 


		1.1.	On or before October 16, 2006, Poniard shall pay to AnorMED
the sum of five million U.S. dollars (US$5,000,000).



 


		1.2.	On or before March 31, 2007, Poniard shall pay to AnorMED
an additional sum of five million U.S. dollars (US$5,000.000).



 


2.     Territory.
In connection with the expansion of the Territory pursuant to Section 3.5 of this Amendment, the parties acknowledge and agree
that the provisions in the License Agreement regarding providing information or rights to AnorMED’s licensees outside of
the Territory, shall only apply with respect to any countries if and when excluded from the Territory in accordance with Section
4.2 (Decision Not to Commercialize) of the License Agreement.


 


3.     Amendments


 


		3.1.	The License Agreement is hereby amended by replacing all
uses of “NeoRx Corporation” with “Poniard Pharmaceuticals, Inc.”, and replacing all uses of the defined
term “NeoRx” with “Poniard.”



 


		3.2.	Section 1.1(v) of the License Agreement is hereby amended
by adding the following new sentence immediately following the end of Section 1.1(v):



 




     


     


    

 


As used in this Agreement, “end user”
shall mean, with respect to a Licensed Product, the first Person, that has not obtained from Poniard any license rights under Section
3.1 other than the right to use, to which such Licensed Product is sold or otherwise transferred in an arm’s-length, good
faith transaction.


 


		3.3.	Section 1.1(dd) of the License Agreement is hereby amended
and replaced in its entirety with the following;



 


(dd) “Sublicensee” shall
mean any Person who has obtained license rights from Poniard under the license granted to Poniard under Section 3.1, including,
without limitation, sublicensees of Poniard and its Affiliates, sublicensees of such sublicensees (i.e. subsublicensees), distributors
and any other Person who may sell or otherwise transfer Licensed Product to end users (as defined in Section 1.1(v)) of the Licensed
Product, in each case under such license rights;


 


and each occurrence of the term “sublicensee” and “sublicensees”
set out in the License Agreement is hereby replaced with the defined terms “Sublicensee” and “Sublicensees”,
respectively.


 


		3.4.	Section 1.1(ee) of the License Agreement is hereby amended
and replaced in its entirety with the following:



 


		(ee)	(intentionally omitted);



 


		3.5.	Section 1.1(gg) of the License Agreement is hereby amended
and restated in its entirety as follows:



 


		(gg)	“Territory” shall mean world-wide;



 


		3.6.	Section 6.3 of the License Agreement is hereby amended
and restated in its entirety as follows:



 


		6.3	Milestone Payments



 


In consideration of the license granted under Article 3,
Poniard shall pay to AnorMED the following milestone payments upon the first occurrence of each of the commercialization milestones
set forth below:


 


		(a)	[intentionally omitted];



 


		(b)	[intentionally omitted];



 


		(c)	[intentionally omitted];



 


		(d)	US$2,000,000 upon achieving Net Sales by Poniard and its
Affiliates of US$50,000,000 in the United States for any or all Licensed Products; and



 




     


     


    

 


		(e)	US$3,000,000 upon achieving Net Sales by Poniard and its
Affiliates of US$100,000,000 in the United States for any or all Licensed Products.



 


For purposes of this Section 6.3, “control”
in the definition of Affiliate shall mean direct or indirect beneficial ownership of 35% or greater interest in the income of a
Person or such other relationship as, in fact, constitutes actual control.


 


		3.7.	Section 6.4, subsection (a) of the License Agreement is
hereby amended and restated in its entirety as follows:



 


[intentionally omitted];


 


		3.8.	3.8 Section 6.4, subsection (b) of the License Agreement
is hereby emended and restated in its entirety as follows;



 


Each milestone payment to be made by Poniard under Subsections 6_3(d)
and 6.3(e) shall be made in cash, by certified cheque payable to the order of Marisa], or by bank transfer to the co-ordinates
given by AnorMED to Poniard.


 


		3.9.	Section 7.2 of the License Agreement is hereby amended
and restated in its entirety as follows:



 


		7.2	Basic Royalty.



 


In consideration of the license granted under Article 3,
Poniard shall pay to AnorMED, without duplication, in respect of each Licensed Product:


 


		(a)	for all Patent Pending Counties where no Competition exists
and all Issued Patent Countries, a royalty on Net Sales of such Licensed Product by Poniard and its Affiliates and any Sublicenses
in each calendar year as follows:



 


		i.	five percent (5%) of the first one hundred million dollars
(US$100,000,000) of such Net Sales in the calendar year, calculated cumulatively among all Patent Pending Counties where no Competition
exists and all Issued Patent Countries, world-wide;



 


		ii.	six percent (6%) of such Net Sales in excess of the first
one hundred million dollars (US$100,000.000) but less than four hundred million dollars (US$400,000,000) in the calendar year,
where such amounts are calculated cumulatively among all Patent Pending Countries where no Competition exists and all Issued Patent
Counties, world-wide:



 


		iii.	eight Percent (8%) of such Net Sales in excess of the first
four hundred million dollars (US$400,000,000) but less than one billion dollars (US$ 1,000,000,000) in the calendar year, where
such amounts are calculated cumulatively among all Patent Pending Counties where no Competition exists and all Issued Patent Countries,
world-wide; and



 


		iv.	nine percent (9%) of such Net Sales in excess of one billion
dollars (USS1,000,000,000) in the calendar year, calculated cumulatively among all Patent Pending Counties where no Competition
exists and all Issued Patent Counties, world-wide; and



 




     


     


    

 


		(b)	for all Patent Pending Countries where Competition exists
and all Know-How Counties, a royalty on Net Sales of such Licensed Product by Poniard and its Affiliates and any Sublicensees
in each calendar year as follows



 


		i.	two and ono-half percent (2 1/2%) of the first one hundred
million dollars (US$100,000,000) of such Net Sales in the calendar year, calculated cumulatively among all Patent Pending Counties
where Competition exists and all Know-How Countries, world-wide;



 


		ii.	three percent (3%) of such Net Sales in excess of the
first one hundred million dollars (US$ 100,000,000) but less than four hundred million dollars (US$400,000,00) in the calendar
year, where such amounts are calculated cumulatively among all Patent Pending Countries where Competition exists and all Know-How
Countries, world-wide;



 


		iii.	four percent (4%) of such Net Sales in excess of the
first four hundred million dollars (US$400,000,000) but less than one billion dollars (US$1,000,000,000) in the calendar year,
where such amounts are calculated cumulatively among all Patent Pending Countries where Competition exists and all Know-How Countries,
world-wide; and



 


		iv.	four and one-half percent (4 1/2%) of such Net Sales
in excess alone billion dollars (US$1,000,000,000) in the calendar year, calculated cumulatively among all Patent Pending Counties
where Competition exists and all Know-How Counties, worldwide;



 


in each of Subsections 7.2(a) and 7.2(b), until, the later
of either:


 


		(c)	the date of expiration of the last Valid Claim within the
AnorMED Patents covering the Licensed Product in the country of manufacture or sale, as applicable; or



 


		(d)	the expiration of 10 years after First Commercial Sale
of such Licensed Product in the country of sale.



 


For the purposes of this Section 7.2:


 


		(e)	“Issued Patent Countries” shall mean any or
all countries in the Territory where the Licensed Product sold is covered by one or more Valid Claims within the AnorMED Patents
described in Paragraph 1.1(ii)(ii) of the definition of Valid Claim, either in the country of manufacture or in the county of
sale;



 




     


     


    

 


		(f)	“Patent Pending Countries” shall mean any or
all countries in the Territory where the Licensed Product sold is covered by one or more Valid Claims within the AnorMED Patents
described in Paragraph 1.1(ii)(i) of the definition of Valid Claim, but not a Valid Claim within the AnorMED Patents described
in Paragraph 1.1(ii)(ii) of the definition of Valid Claim either in the county of manufacture or in the country of sale; and



 


		(g)	“Know-How Countries” shall mean any or all
counties in the Territory where there is no Valid Claim either in the country of manufacture or in the country of sale, but AnorMED
Know How is necessary to make, have made, use, sell, offer for sale or import the Licensed Product, either in the country of manufacture
or in the country of sale; and



 


		(h)	“control” in the definition of Affiliate shall
mean direct and indirect beneficial ownership of 35% or greater interest in the income of a Person or such other relationship
as, in fact, constitutes actual control.



 


For purposes of clarification, no multiple royalties shall
be due or payable under this Section 7.2 because the sale or manufacture of any Licensed Product is or shall be covered by more
than one Valid Claim within the AnorMED Patents in the country of manufacture and/or the country of sale.


 


		3.10.	Section 73 of the License Agreement is hereby amended
and restated in its entirety as follows:



 


		7.3	Sublicensing Royalty



 


		(a)	In this Section 7.3:



 


(i)          “Development
Milestone Payments” shall mean all revenues, receipts, monies, milestone payments and research and development fees (in respect
of research and development fees. only to the extent that same are in excess of reimbursement for the direct costs and Indirect
Costs of research and development or pursuit of Regulatory Approval undertaken by Poniard or its Affiliates pursuant to a written
research or development plan), payments (including amounts received from the sale of shares in the capital stock of Poniard in
excess of the Current Market Nee for such shares), license fees and the fair market value of all other consideration, collected
or received by Poniard or its Affiliates whether by way of cash, equity, credit or any barter, benefit, advantage, or concession,
that are contingent upon the achievement of an event or objective pursuant to a written research or development plan, and not merely
the passage of time, and shall exclude amounts collected or received by Poniard or its Affiliates on account of Net Sales of Licensed
Products;


 




     


     


    

 


(ii)         “Indirect
Costs” shall mean costs incurred for the benefit of the Development Program or the commercialization of a Licensed Product,
excluding directly identified costs (direct costs), and including facility rental costs; utilities costs; laboratory and manufacturing
equipment depreciation; and salaries, vacation pay, sick leave pay, health insurance premiums, FICA taxes (or their equivalent)
and pension costs for employees, but only to the extent that such employees work benefits the Development Program or the commercialization
of a Licensed Product; and


 


(iii)        “Upfront
Cash Payments” shall mean all revenues, receipts, monies and research and development fees (in respect of research and development
fees, only to the extent that same are in excess of reimbursement for the direct costs and Indirect Costs of research and development
or pursuit of Regulatory Approval undertaken by Poniard or its Affiliates pursuant to a written research . or development plan),
payments (including amounts received from the sale of shares in the capital stock of Poniard in excess of the Current Market Price
for such shares), license fees and the fair market value of all other consideration, collected or received by Poniard or its Affiliates
whether by way of cash, equity, credit or any barter, benefit, advantage, or concession, and shall exclude Development Milestone
Payments and amounts collected or received by Poniard or its Affiliates on account of Net Sales of Licensed Products.


 


		(b)	In consideration of the license granted under Article 3,
Poniard shall pay to AnorMED:



 


(i)          in
respect of any agreement entered into by Poniard or its Affiliates prior to March 18, 2007 for the sublicensing to a Third Party
of any of its rights granted under Section 31, a royalty of ten percent (10%) of all Upfront Cash Payments and Development Milestone
Payments received by Poniard under such agreement; and


 


(ii)         in
respect of any agreement entered into by Poniard or its Affiliates during the period following March 18, 2007 but prior to September
18, 2007 for the sublicensing to a Third Party of any of its rights granted under Section 3.1, a royalty of five percent (5%) of
all Upfront Cash Payments received by Poniard under such agreement.


 


		3.11.	Section 8.7(a)(i) of the License Agreement is hereby
4mended and restated in its entirety as follows:



 


(i)          in
the ease of Poniard, records of all sales of Licensed Products in the Territory, which shall show the manufacturing, sales, use
and other disposition of Licensed Products in sufficient detail to determine the royalties payable to AnorMED pursuant to Section
7.2 and 7.3, if any and


 




     


     


    

 


		3.12.	Section 10.1(6) of the License Agreement is hereby amended
by replacing the words ‘Subsections 7.2(a), 7.2(b) and 7.2(c)” on the sixth line thereof with the words “Subsections
7.2(a) and 7.2(b)”, and replacing the words “Subsection 7.2(d)” on the tenth line thereof with the words “Subsection
7.2(b)”, so as to read



 


		(b)	At any time during the Term, Poniard, in Poniard's sole
discretion, may determine that any particular Patent within the AnorMED Patents in any particular country in the Territory should
not be prosecuted or maintained for legal or commercial reasons and in such emit, shall so notify Anent/MD. Upon receipt of such
notice, any Patents identified in such notice shall remain or he deemed to remain within the AnorMED Patents for the purposes
of the grant of rights by AnorMED to Poniard pursuant to Article3 of this Agreement and Poniard's obligations pursuant to Subsections
7.2(a) and 7.2(h) for the payment of royalties for any such Patents shall remain unchanged and continue at the royalty rate for
such Patent as of the date of Poniard's notice to AnorMED, provided that where the discontinuance of the prosecution or maintenance
of the Patent is due to reasons of lack of patentability, invalidity or unenforceability of the Patent, Poniard's obligations
pursuant to Subsection 7.1(3) for the payment of royalties for AnorMED Know-How shall apply. AnorMED, at AnorMED's cost and expense
and in AnorMED's sole discretion, may continue prosecution and/or maintenance of any particular Patent i4unti.6ed in such notice.



 


		4.	Miscellaneous. All terms used, bat not &fined,
herein shall have the respective meanings set forth in the License Agreement Except as otherwise expressly modified by this Amendment,
the License Agreement shall remain in full force and effect in accordance with its terms. This Amendment shall be governed by
the laws of the State of Washington and the United States of America applicable without regard to conflict of law provisions contained
therein. 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



 


IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the Amendment Date.