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  Exhibit 10.21.2    
    


 
    ALLOS THERAPEUTICS, INC.    
    
    SECOND AMENDMENT TO
  EMPLOYMENT AGREEMENT    
    
    MICHAEL E. SCHICK    
    


        This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this "Second
Amendment") is entered into effective as of September 7, 2011, by and between ALLOS THERAPEUTICS, INC. (the
"Company") and MICHAEL E. SCHICK ("Executive")
(collectively, the "Parties"). 


 
 

  RECITALS:    
    


        WHEREAS, the Parties entered into an Employment Agreement in September 2010 (the
"Employment Agreement"); and 


        WHEREAS, modifications are needed to bring the Employment Agreement into compliance with Section 409A of the Internal Revenue Code
of 1986, as amended. 


        NOW, THEREFORE, in consideration of the promises, mutual covenants, the above recitals, and the agreements herein set forth, and for other
good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as follows: 


        1.     The
following language shall be added to the end of Section 11(c) of the Employment Agreement as a separate paragraph below Section 11(c): 




"Notwithstanding
the foregoing, in no event shall a Change in Control be deemed to have occurred unless the transaction or event giving rise to the Change in Control also constitutes a "change in
control event" as defined under Treasury Regulation Section 1.409A-3(i)(5)." 





        2.     Except
as modified herein, the terms and conditions of the Employment Agreement shall remain unchanged and in full force and effect. 


        3.     This
Second Amendment may not be amended, modified, superseded, canceled, renewed or expanded, or any terms or covenants hereof waived, except by a writing executed by
each of the Parties hereto or, in the case of a waiver, by the party waiving compliance. 


        4.     If
any contest or dispute shall arise under this Second Amendment, each party hereto shall bear its own legal fees and expenses. 


        5.     This
Second Amendment and all disputes relating to this Second Amendment shall be governed in all respects by the laws of the State of Colorado as such laws are applied
to agreements between Colorado residents entered into and performed entirely in Colorado. The Parties hereto acknowledge that this Second Amendment constitutes the minimum contacts to establish
personal jurisdiction in Colorado and agree to a Colorado court's exercise of personal jurisdiction. The Parties hereto further agree that any disputes relating to this Second Amendment shall be
brought in courts located in the State of Colorado. 


        6.     This
Second Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same
instrument. The execution of this Second Amendment may be by actual or facsimile signature. 









        IN WITNESS WHEREOF, the Parties hereto have each duly executed this SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT effective as of the date and year first written above. 

 






					
	 	 	 ALLOS THERAPEUTICS, INC.
	

 	
 	
 By:	
 	
/s/ PAUL L. BERNS







 
	 	 	Name: Paul L. Berns

Title: President and Chief Executive Officer
	

 	
 	
 EXECUTIVE:
 
	

 	
 	
/s/ MICHAEL E. SCHICK






  MICHAEL E. SCHICK




 


   

   

  Signature Page to Second Amendment to

Employment Agreement











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Exhibit 10.21.2


ALLOS THERAPEUTICS, INC. SECOND AMENDMENT TO EMPLOYMENT AGREEMENT MICHAEL E. SCHICK

RECITALS