Exhibit
10.16


 


AMENDMENT
NO. 1 TO


 


NEORX
CORPORATION


 


KEY
EXECUTIVE SEVERANCE AGREEMENT


 


This
Amendment, dated as of March 30, 2005, is entered into by and between
NEORX CORPORATION (the “Company”) and KAREN AUDITORE-HARGREAVES (the “Executive”)
with respect to the Key Executive Severance Agreement between the Company and
the Executive dated as of May 13, 2003 (the “Agreement”) as follows:


 


1.               It is recognized
and acknowledged that, pursuant to Section 1 of the Agreement, the
Agreement will automatically renew for an additional two (2) year period
effective May 13, 2005 (since notice of nonrenewal has not been given).


 


2.               The first sentence
of Section 1 of the Agreement shall be amended by replacing “ninety (90)
days” with “twelve (12) months” in reference to advance notice of nonrenewal in
the future.


 


3.               The third sentence
of Section 5.5 of the Agreement (which relates to offset for other
earnings) shall be deleted in its entirety. 
The words “and Offset” shall be removed from the title of Section 5.5.  The words “and potential reduction” shall be
deleted from Section 5.1(c) of the Agreement.


 


4.               Notwithstanding the
provisions of Sections 4.3, 5.1, 5.2, and 5.7 of the Agreement, in the event
the Executive elects voluntarily to terminate her employment with the Company
by giving written notice of termination to the Company in accordance with Section 9
of the Agreement between June 1, 2005 and December 21, 2005 (the “Resignation
Period”), which notice is given ten (10) days in advance of the effective date
of termination, the termination shall be treated for all purposes under the
Agreement as if the Executive had terminated for “Good Reason” under the
Agreement.  Section 4.3 of the
Agreement is modified to provide that the notice of termination that is to be
given pursuant to this section of the Amendment need state only that the
Executive is terminating pursuant to this section and the effective date
of the termination.  In the event, the
Executive does not provide written notice of termination during the Resignation
Period, the specific right to severance benefits upon a voluntary termination
created by this section of the Amendment shall expire and cease to have
any further effect.


 


5.               In the event the
Executive’s employment is terminated, the Executive and the Company may agree
that the Executive will provide consulting services on such terms as are
mutually agreed, subject to an appropriate agreement to protect the Company’s
confidential information, trade secrets, and inventions.  The provision of such consulting services
shall not be construed to create any relationship other than that of an
independent contractor relationship and, in performing such services, the
Executive shall not be an agent, employee, officer or trustee of NeoRx, and
will not be entitled to the benefits provided by NeoRx to its agents,
employees, officers or trustees, except as may be mutually agreed in writing by
the Executive and the Company.


 


6.               Except as amended
by this Amendment, the Agreement shall remain in full and force effect.


 


IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first above written.


 


	
   

  	
   

  	
  NeoRx Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Karen Auditore-Hargreaves

  	
   

  	
  By:

  	
  /s/Anna L. Wight

  	
   

  
	
   

  	
  Karen Auditore-Hargreaves

  	
  Its: Vice President, Legal