Exhibit 10.35


 


CONSULTING
AGREEMENT


 


THIS CONSULTING AGREEMENT
is made between NeoRx Corporation (hereinafter
referred to as “NeoRx”), with addresses at 300 Elliott Avenue West, Suite 500,
Seattle, Washington 98119, and Alan B. Glassberg, M.D.
(hereinafter referred to as “Consultant”), with address at 126 Poplar Drive,
Kentfield, California 94904.


 


THE
PARTIES AGREE AS FOLLOWS:


 


1.                                       Effective Date. This Agreement
shall be effective July 1, 2005.


 


2.                                       Term. The term of this Agreement
shall be from July 1, 2005, through December 31, 2005. Either party
may terminate this Agreement immediately with cause, or upon 30 days prior
written notice without cause.


 


3.                                       General Purpose. The general
purpose of this Agreement is to engage Consultant to provide advisory services
relating to NeoRx platinum compound technology and such other evaluations and
services relative to new business and technology opportunities, premarketing
assessments and general clinical and business strategies. Such services shall
be performed in conformance with professional standards for performing services
of a similar kind.


 


4.                                       Compensation. During the term of
this Agreement, NeoRx shall pay Consultant the sum of $300 per hour once
monthly upon receipt of an Invoice for the services directed to the attention
of Accounts Payable at NeoRx. The Invoice shall provide the date and a brief
description of the services rendered per day, and NeoRx shall provide payment
for approved services within thirty days of receipt of such Invoice. In
addition, NeoRx shall reimburse Consultant for actual and necessary
out-of-pocket expenses incurred, where such expenses are necessary and related
to services rendered under this Agreement; such expenses should be billed in
the same Invoice submitted for services. Consultant’s fees for service
(excluding reimbursement for expenses) are, however, subject to a maximum of
$55,000 for services, which maximum cannot be exceeded without the prior
written approval of NeoRx before such services are rendered. In the event of
early termination as provided for in paragraph 2 hereof, Consultant shall
invoice (and NeoRx shall pay) for services and expenses incurred through the
date that notice is received. Consultant is responsible for the payment of all
required payroll taxes, whether federal, state or local in nature, including
but not limited to income taxes, Social Security taxes, Federal Unemployment
Compensation taxes, and any other fees, charges, licenses, or payments required
by law.


 


5.                                       Confidentiality. All data,
materials and information submitted or made available to Consultant by NeoRx or
by any other person or entity at the direction of NeoRx, unless otherwise
publicly available, and all data, materials and information, and other work
developed by Consultant under this Agreement, shall be utilized by Consultant
in connection with this Agreement only, shall be maintained in confidence and
shall not be made available by Consultant to any other person or entity. Consultant
will ensure Consultant’s agents, employees, officers, and trustees are bound to
confidentiality of NeoRx data, materials and information to the same extent
that Consultant is bound under this Agreement.


 


6.                                       Ownership.


 


(a)                                  NeoRx
shall exclusively own all data, information, and other work developed or
obtained by Consultant pursuant to this Agreement, either alone or with others,
including all inventions, discoveries, concepts and ideas, whether patentable
or not, including but not limited to articles, processes, methods, formulas,
systems and


 


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techniques,
as well as improvements and derivations and know-how related thereto
(hereinafter referred to as “Inventions”).


 


(b)                                 Consultant
hereby assigns to NeoRx or its designee all of Consultant’s right, title and
interest in and to any Inventions, any patent applications relating thereto,
and any patents granted thereon, and will execute any such formal Assignment
documents that NeoRx may request from time to time. Consultant shall disclose
such Inventions to NeoRx promptly and in writing. When requested, and at NeoRx’s
expense, Consultant will assist NeoRx or NeoRx’s designee, in efforts to
protect NeoRx’s proprietary and patent rights to such Inventions.


 


(c)                                  Immediately
upon termination of this Agreement for any reason, all such data, information,
and other work, in whatever form, shall be turned over to NeoRx.


 


(d)                                 For
purposes of this Agreement any copyrightable work (hereinafter referred to as “Work”)
developed in the course of performance under this Agreement shall be deemed “work
made for hire” under federal copyright law, and all ownership rights to such
Work belong to NeoRx.


 


(e)                                  Should
such Work not constitute a “work made for hire” under copyright law, Consultant
hereby grants, transfers, assigns, and conveys to NeoRx and its successors and
assigns, the entire right, title and interest in the Work or any part thereof,
including but not limited to the right to reproduce, prepare derivative works,
distribute by sale, license or other transfer; to perform publicly, to display
and to secure copyrights or patents and renewals, reissues and extensions of
any such copyrights or patents in the United States of America or any foreign
country.


 


7.                                       Debarment. Consultant
represents and warrants that neither Consultant or Consultant’s employees, nor
any other person retained by Consultant to perform the services under this
Agreement (1) is under investigation by the FDA for debarment action or is
presently debarred pursuant to the Generic Drug Enforcement Act of 1992, as
amended (21 U.S.C. Sec. 301, et seq), or (2) has a disqualification
hearing pending or has been disqualified by the FDA pursuant to 21 CFR Sec.
312.70 or its successor provisions. In addition, Consultant represents and
warrants that Consultant has not engaged in any conduct or activity which could
lead to any of the above mentioned disqualification or debarment actions. If
during the term of this Agreement, Consultant or any person employed or
retained by Consultant to perform the services under this Agreement (1) comes
under investigation by FDA for debarment action or disqualification, (2) is
debarred or disqualified, or (3) engages in any conduct or activity which
could lead to any of the above-mentioned disqualification or debarment actions,
Consultant shall immediately notify NeoRx. For the purposes of this section,
reference to the FDA and the Generic Drug Enforcement Act shall also be deemed
a reference to any other governmental or regulatory authorities having
jurisdiction over the subject matter of the services under this Agreement or
any other laws and regulations application to such services.


 


8.                                       Insider Trading. Consultant
acknowledges and understands that the purchase and sale of securities on the
basis of material nonpublic information, commonly referred to as “inside
information”, or the selective disclosure of inside information to others who
may trade, is prohibited by federal and state laws. Consultant agrees to comply
with all securities laws and regulations, and Consultant will not use any
inside information gained through Consultant’s relationship with NeoRx to trade
in the securities of NeoRx or any other company to which the inside information
may apply.


 


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9.                                       Compliance with Applicable Laws. Consultant
warrants and represents that Consultant will comply with all federal, state,
and local laws applicable to performance of the work under this Agreement.


 


10.                                 Authority and Adherence. Consultant
warrants that Consultant has the authority to enter into this Agreement and
that entering into this Agreement is not restricted or prohibited by any
existing agreement to which Consultant is a party. Further, Consultant shall
require Consultant’s officers, employees, affiliates, associates, agents,
contractors and other personnel, if any, to adhere to the terms of this
Agreement.


 


11.                                 Assignment and Subcontract. This
Agreement may not be assigned or subcontracted by Consultant without the
express written consent of NeoRx.


 


12.                                 Advertisement. Consultant may not
use the name NeoRx Corporation or any variation thereof for advertising or
publicity purposes without first obtaining the written consent of NeoRx.


 


13.                                 Governing Law; Jurisdiction. This
Agreement is governed by the laws of the State of Washington, without regard to
any conflicts-of-law principle that directs the application of another
jurisdiction’s laws. Venue of any suit or proceeding arising out of or relating
to this Agreement shall lie exclusively in the state or federal courts located
in King County, Washington, and each party hereby irrevocably and
unconditionally submits to the exclusive jurisdiction of such courts. Further,
if NeoRx is reasonably required to initiate legal action under this Agreement,
NeoRx shall be entitled to recover its reasonable attorney’s fees and costs
from the Recipient.


 


14.                                 No Presumption Against Drafter. For
purposes of this Agreement, the parties hereby waive any rule of
construction that requires that ambiguities in this Agreement be construed
against the drafter.


 


15.                                 Notices. Each notice required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be deemed sufficiently given if delivered by fax or by an express/overnight
delivery service provided by a commercial carrier, properly addressed to the
other party at the address designated in the first paragraph of this Agreement,
or to such other address as may be designated in writing. Notices shall be
considered received on the date faxed or on the date of the dated receipt from
the commercial carrier.


 


16.                                 Waiver. A delay or failure by
either party to exercise any right under this Agreement will not constitute a
waiver of that or any similar or future right.


 


17.                                 Severability. If any provision of
this Agreement is declared invalid by any Court, then such provision shall be
deemed automatically modified to conform to the requirements for validity as
declared at such time, and as so modified, shall be deemed a provision of this
Agreement as though originally included herein. In the event that the provision
invalidated is of such a nature that it cannot be modified, the provision shall
be deemed deleted from this Agreement as though the provision had never been
included herein. In either case, the remaining provisions of this Agreement
shall remain in effect.


 


18.                                 Survival of Obligations. The provisions
of paragraph 5, 6, 8, 13 and 16 shall survive termination or expiration of this
Agreement.


 


19.                                 Entire Agreement. This Agreement
represents the entire understanding of the parties and may not be modified
except by written agreement of the parties and supersedes all prior written
and/or oral agreements.


 


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NeoRx Corporation


 


	
  By:

  	
  /s/Anna Lewak Wight

  	
   

  	
  /s/Alan B. Glassberg, M.D.

  	
   

  
	
  Anna
  Lewak Wight

  	
  Alan B. Glassberg, M.D.

  
	
  Vice
  President, Legal

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security

  
	
   

  	
  or Tax Identifier:
  ###-##-####

  
	
   

  	
   

  
	
  APPROVED

  	
   

  	
   

  
	
  NEORX LEGAL

  	
   

  	
   

  
	
  Date:

  	
  6/28/2005

  	
   

  
	
  By:

  	
  ALW

  	
   

  
								



 


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