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 Exhibit 10.13  


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED.


 
 

  LICENSE AGREEMENT    
    


        THIS LICENSE AGREEMENT, dated as of December 23, 2002,
("Agreement"), is entered into between SRI INTERNATIONAL, a California
not-for-profit corporation, having a place of business located at 333 Ravenswood Avenue, Menlo Park, California 94025 ("SRI"),  SLOAN-KETTERING INSTITUTE FOR CANCER
RESEARCH, a New York not-for-profit corporation having a place of business located at 1275
York Avenue, New York, New York 10021 ("SKI"), SOUTHERN RESEARCH INSTITUTE, an Alabama
not-for-profit corporation, having a place of business located at 2000 Ninth Avenue South, P.O. Box 55305, Birmingham, Alabama 35255-5305
("SoRI") (collectively, the "Licensor") and ALLOS THERAPEUTICS,
INC., a Delaware corporation, having a place of business located at 11080 Circle Point Road, Suite 200, Westminster, Colorado 80020
("Allos"). 


 WITNESSETH  


        WHEREAS, SRI, SKI and SoRI entered into an Inter-Institutional Agreement (SK#2259)
effective July 16, 1997 ("Ownership Agreement"); 


        WHEREAS, as a result of the Ownership Agreement, Licensor owns or has rights in certain patent rights and know-how generally
relating to PDX; 



        WHEREAS, Allos desires to obtain a license under Licensor's rights in such patent rights and know-how to Licensor's
proprietary technology for PDX, on the terms and subject to the conditions of this Agreement; 


        WHEREAS, Licensor is willing to license Licensor's rights in such patent rights and know-how to Licensor's proprietary
technology for PDX on the terms and subject to the conditions of this Agreement. 



        NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereby agree as set
forth below. 


 ARTICLES  


1.     DEFINITIONS  


        For purposes of this Agreement, the terms defined in this article shall have the respective meanings set forth below: 



        1.1   "Affiliate" shall mean, with respect to any Person, any other Person, which directly or indirectly controls, is
controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, at least fifty percent (50%) of
the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses
the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever. 


        1.2   "Allos Improvements" shall mean any invention, discovery, use, process, method, composition, formula, technique,
information and data, whether or not patentable, that constitutes an improvement to the Licensed IP, or which is conceived, developed or reduced to practice using the Licensed IP during the term of
this Agreement, that is conceived by employees or others acting on behalf of Allos, either alone or jointly with others. 



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        1.3   "Commercially Reasonable Efforts" shall mean the level of efforts and resources required to carry out a research,
development or commercialization activity with respect to a given product in a manner consistent with the efforts a similarly situated biotechnology company would typically devote to a product of
similar market potential and profit potential resulting from its own research, development or commercialization efforts, based on conditions then prevailing. 


        1.4   Effective Date" shall mean the date as first written above. 


        1.5   "EU" shall mean each of the countries, individually and collectively, which are members of the European Union as of the
Effective Date. 


        1.6   "EU Approval" shall mean the approval of the European Medicines Evaluation Agency. 


        1.7   "FDA" shall mean the United States Food and Drug Administration, or any successor agency thereto. 


        1.8   "Field of Use" shall mean all diagnostic and therapeutic uses, including human and veterinary diseases. 



        1.9   "First Commercial Sale" shall mean, with respect to any Product, the first sale or other transfer of such Product by
Allos, its Affiliate(s) or Permitted Sublicensee(s) to an unaffiliated customer for resale, use or consumption and not solely for evaluation or testing. 


        1.10 "IND" means an Investigational New Drug Application filed with the FDA, or the equivalent application or filing filed
with any equivalent agency or governmental authority outside the United States (including any supranational agency such as in the EU) necessary to commence human clinical trials in such jurisdiction. 



        1.11 "Licensed IP" shall mean the Licensed Patent Rights and Licensed Know How. 


        1.12 "Licensed Know-How" shall mean all technology, information and data, which is not generally known including,
but not limited to, formulae, procedures, protocols, techniques and results of experimentation and testing, which are necessary or useful for Allos to practice the Licensed Patent Rights to make, use
or sell Product in the Field of Use, in which Licensor has an ownership or licensable interest as of the Effective Date and during the License Term. 



        1.13 "Licensed Patent Rights" shall mean, except for US Patent No. 5,374,726, entitled "Process for Preparing
10-Deazaaminopterins and 5,10- and 8,10- Dideazaaminopterins from Pteroic Dicarboxylic Acid Diesters," that relates to the manufacture of PDX, all patents and
patent applications owned or controlled by Licensor as of the Effective Date that relate to the manufacture, use or sale of PDX, including without limitation (a) all patent applications listed
on Exhibit A; (b) all patents that have issued or in the future issue from the patent applications described in clause (a), above,
including utility, model and design patents and certificates of invention; and, (c) all divisionals, continuations, continuations-in-part, reissues, renewals, extensions
or additions to any such patent applications and patents set forth in clause (a) above; all to the extent and only to the extent that Licensor has the right to grant licenses, immunities or
other rights thereunder. 


        1.14 "License Term" shall have the meaning set forth in Section 3.1 hereof. 


        1.15 "NDA" shall mean a New Drug Application filed with the FDA (as more fully defined in 21 C.F.R. 314.5 et seq.), or the
equivalent application filed with any equivalent agency or governmental authority outside the United States (including any supra-national agency such as in the EU), the filing of which is necessary to
market and sell Products. 


        1.16 "Net Sales" shall mean, with respect to any Product, the total amount invoiced by Allos, its Affiliates or Permitted
Sublicensees to each Third Party receiving Product, less: (a) discounts, 



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including
cash and quantity discounts, charge-back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, purchasers
and reimbursers or to trade customers; (b) credits or allowances actually granted upon claims, damaged goods, rejections or returns of such Products, including recalls; (c) freight,
postage, shipping, transportation and insurance charges actually allowed or paid for delivery of Products to the extent billed; (d) sales (such as value-added tax or its equivalent) and excise
taxes, other consumption taxes, customs duties and compulsory payments to governmental authorities and any other governmental charges imposed upon the importation, use or sale of such Product
(excluding any taxes paid on the income from such sales). Notwithstanding the foregoing, amounts received by Allos, its Affiliates or Permitted Sublicensees for the sale of Product among Allos, its
Affiliates and Permitted Sublicensees for resale shall not be included in the computation of Net Sales hereunder. 


If
Allos, its Affiliate or Permitted Sublicensee sells a Product in the form of a combination product containing one or more active ingredients in addition to Product, Net Sales for such combination
product will be calculated by multiplying actual Net Sales thereof by the fraction A/(A+B) where A is the invoice price of the Product if sold separately, and B is the total invoice price of the other
active ingredient or ingredients in the combination, if sold separately. If, on a country-by-country basis, the other active ingredient or ingredients in the combination are
not sold separately in said country, Net Sales shall be calculated by multiplying actual Net Sales thereof by the fraction A/C where A is the invoice price of the Product if sold separately, and C is
the invoice price of the combination product. If, on a country-by-country basis, the Product is not sold separately in said country, Net Sales shall be determined by the
parties in good faith on the basis of the fair market value of the Product. 


        1.17 "Person" shall mean an individual, corporation, limited liability corporation, partnership, trust, business trust,
association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein. 


        1.18 "PDX" shall mean 10-Propargyl-10-Deazaaminopterin [*]. 



        1.19 "Phase I Trial" shall mean a human clinical trial that satisfies the requirements for a Phase 1 study as
defined in 21 C.F.R. Part 312.21(a) (or its successor regulation). 


        1.20 "Phase II Trial" shall mean a human clinical trial that satisfies the requirements for a Phase 2 study as
defined in 21 C.F.R. Part 312.21(b) (or its successor regulation). 


        1.21 "Phase III Trial" shall mean a human clinical trial that satisfies the requirements for a Phase 3 study as
defined in 21 C.F.R. Part 312.21(c) (or its successor regulation). 


        1.22 "Product" shall mean any formulation of PDX. 


        1.23 "Product Data Package" shall mean the following information and data directly related to PDX in the possession or
control of Licensor as of the Effective Date: (a) all regulatory documents filed and maintained in connection with PDX; (b) pre-clinical and clinical development protocols,
data, and reports; (c) manufacturing development technical reports; (d) toxicology reports; and (e) such other information and data specifically identified in  Exhibit C
attached hereto. 



        1.24 "Sublicense Revenue" shall mean any and all revenues received by Allos from a Third Party as consideration for the grant
of a sublicense to the rights granted to Allos by Licensor under Section 2.1, excluding sums received: (a) as royalties; (b) for the purchase of an equity interest in Allos at
fair market value, specifically excluding any premium to the then-current share price paid by the sublicensee, which premium shall count towards Sublicense Revenue; (c) for 



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research
and development work performed by or on behalf of Allos as demonstrated by actual expense incurred by Allos; (d) for purchase of a supply of Product; (e) for repayment of any
loans, credit or credit line extended by Allos to a Permitted Sublicensee; (e) in the form of a loan, as credit or pursuant to a credit line to Allos. 


        1.25 "Territory" shall mean worldwide. 


        1.26 "Third Party" shall mean any Person other than Licensor and Allos, and an Affiliate of either Licensor or Allos. 



        1.27 "Valid Patent Claim" shall mean either (a) a claim of an issued and unexpired patent covering the Licensed Patent
Rights, which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the
time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise or (b) a claim of a pending patent application
included within the Licensed Patent Rights, which claim was filed in good faith and has not been abandoned or finally disallowed without the possibility of appeal or refiling of such application. 




2.     LICENSE GRANT, TRANSFER OF TECHNOLOGY, FUTURE RESEARCH AND DEVELOPMENT  



        2.1   License Grant to Allos. Licensor hereby grants to Allos an exclusive royalty-bearing license (with the right to grant
sublicenses in accordance with Section 2.2) under the Licensed IP to make, have made, use, sell and import Products in the Field of Use in the Territory. 


        2.2   Sublicenses. Allos shall not grant sublicenses under the license grant of Section 2.1 to any Third Party without
the prior express written consent of Licensor, which consent shall not be unreasonably withheld, conditioned or delayed (each a "Sublicense"). Allos
shall deliver a copy of each Sublicense under this Agreement to Licensor promptly after execution thereof. Each sublicense permitted under this Section 2.2 shall be subject to the terms and
conditions of this Agreement (other than remuneration to be received by Allos, the terms of which can be different from this Agreement) and shall provide that the sublicensee (each a
"Permitted Sublicensee") shall not have the right to grant further sublicenses thereunder. Allos shall be responsible for reporting to Licensor, and
paying to Licensor, sublicense fees and royalties based on all Products sold by each Permitted Sublicensee, as set forth in Paragraph 3.1 below. Notwithstanding the provisions of this
Section 2.2, Allos shall be permitted, without the prior written consent of Licensor, to grant sublicenses (without the right to grant further sublicenses) to (a) its Affiliates for any
purpose, (b) Third Parties for purposes of manufacturing the Product for eventual sale by Allos, its Affilates and Permitted Sublicensees, (c) Third Parties for the purpose of marketing
approved Product, and (d) Third Parties for the purposes of co-marketing/co-promotion in which Allos retains [*] or more of the
co-marketing/co-promotion rights. 


        2.3   Reservation of Certain Rights. Notwithstanding the foregoing, the license granted to Allos under this Agreement is
subject to the reservation of the right of Licensor (a) to practice the processes and methods to use products and practice the claims of the Licensed Patent Rights or which constitute Licensed
Know-How solely for Licensor's internal, non-commercial research purposes, specifically excluding the right to make PDX for use in clinical trials, and (b) certain
rights in favor of the United States Government pursuant to Title 35 United States Code Chapter 18 and the regulations promulgated thereunder. 


        2.4   Option to New Technology. If in the exercise of its rights reserved under Section 2.3, Licensor develops,
conceives or reduces to practice any invention, discovery, use, process, method, composition, formula, technique, information and data, whether or not patentable, that directly 



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relates
to the manufacture, use or sale of PDX or impedes Allos' ability to make, use and sell PDX ("New Technology"), Licensor shall disclose to Allos
such New Technology in reasonable written detail promptly after Licensor has notice of its development. Within thirty (30) days after receiving such New Technology disclosure, Allos shall
notify Licensor in writing as to whether Allos desires to enter into negotiations to obtain an exclusive license under the intellectual property rights associated with the New Technology. In such
event, Allos and Licensor shall negotiate in good faith for a period of up to [*] (the "Negotiation Period") to enter into a
definitive agreement on mutually agreeable terms and conditions that are commercially reasonable and appropriate for transactions similar in type and scope. If Allos does not provide written notice to
Licensor within such thirty (30) day period of its election to negotiate such a transaction, or if, after entering into such negotiations, the parties are unable to enter into a definitive
agreement for such transaction within the Negotiation Period, Licensor shall be free to license such New Technology to a Permitted Sublicensee; provided,
however, that the terms and conditions of any proposed transaction with a Permitted Sublicensee may not be, when taken as a whole, more favorable to such Permitted Sublicensee
than were the terms and conditions in the most favorable offer made by Licensor to Allos during the course of the parties' negotiations for such a transaction. 


        2.5   Transfer of Technology. 



        2.5.1  Within thirty (30) days of the Effective Date, Licensor shall use reasonable efforts to transfer to Allos the
Product Data Package and all other supporting regulatory, manufacturing, pharmacology, toxicology and clinical information necessary for further clinical development of PDX that is in Licensor's
possession and control. Allos shall co-operate with Licensor in identifying specific data and information that it considers to be part of the Product Data Package for PDX that is not
listed in Exhibit C. Specifically excluded from the Product Data Package and Licensor's technology transfer obligation is the clinical data
package for edatrexate ("EDX"), provided, however, that if requested by Allos the EDX data would be
provided under the payment terms of Section 2.6.2. Any additional data and information that is identified by the parties during the meetings contemplated in Section 2.6.1 below shall be
transferred to Allos by Licensor as soon as practicable follow such meetings. 


        2.5.2  As soon as practicable after the Effective Date, but within no more than forty-five (45) days, SKI
will transfer to Allos [*] of PDX (such quantity of PDX to be used by Allos at Allos' sole discretion, but not for human use). 


        2.5.3  On or before January 31, 2003, or some other time frame to be mutually agreed upon by SKI and Allos, SKI also
agrees to transfer to Allos, subject to FDA approval, sponsorship and ownership of the current IND held by SKI, under which ongoing Phase I Trials and Phase II Trials of PDX are being
conducted by SKI, and SKI shall take all actions, and deliver such documents, as are reasonably necessary to transfer sponsorship of and title in such IND to Allos. 




        2.6   Technical Assistance. 



        2.6.1  In addition to the provisions set forth in Section 2.5 above, during the [*] period
following the Effective Date (the "Technical Assistance Period"), Licensor agrees to provide technical assistance to Allos, at no charge to Allos, as
follows: (a) SKI shall participate in a face-to-face meeting between Allos' PDX development team and SKI's technical personnel that have been involved with the
pre-clinical and clinical development of PDX, such meeting to take place at SKI's facility at a mutually convenient time for the parties; and (b) SoRI agrees to participate in a
meeting between Allos, Allos' Third Party contract manufacturer, and SoRI's technical personnel that have been involved in the development of manufacturing processes for PDX, at a time and place
mutually convenient to Allos and SoRI. Allos shall be responsible for any out-of-pocket travel and other expenses it incurs to participate in such 




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meetings.
In addition, following such meeting(s), and for the longer of: (y) thirty (30) days; or (z) the remainder of the Technical Assistance Period, Licensor shall allow
reasonable access to Licensor's relevant technical personnel to address inquiries from Allos and to complete an effective transition of the Licensed IP. 



        2.6.2  Following the Technical Assistance Period, during the term of this Agreement, upon reasonable notice and during normal
business hours, Licensor shall (a) provide such technical assistance regarding the Licensed IP as Allos reasonably requests to conduct its activities contemplated by this Agreement; and
(b) make available to Allos such technical personnel of Licensor as reasonably necessary to provide the foregoing technical assistance. Allos shall pay Licensor its standard research costs for
any such technical assistance together with all reasonable out-of-pocket travel and other expenses incurred by Licensor in providing such technical assistance. Licensor shall
seek Allos' written approval in advance of any travel or other significant out of pocket expenses. At the request of Allos, Licensor shall provide Allos with estimates of the anticipated costs of any
requested technical assistance prior to undertaking such technical assistance. 


        2.6.3  Except for commercial manufacturing, Allos shall give Licensor first consideration to provide any technical assistance,
and to provide any contract research or development services to Allos, regarding the research and development of potential and actual Products; provided that Licensor has the capability to provide
such technical assistance and/or contract research or development services and the resources to accomplish Allos' objectives, and can offer pricing that is competitive with any Third Party options. 




        2.7   Development Plan. Within [*] of the Effective Date, Allos shall prepare and submit to Licensor an
initial Clinical Development Plan for PDX to be attached hereto as Exhibit B. 


        2.8   Clinical Trials. 



        2.8.1  Sponsorship of On-Going Trials. Upon transfer of the IND to Allos, with regard to such ongoing clinical
trials initiated by SKI prior to the Effective Date, Allos shall support each of such trial(s) under Allos' IND pursuant to a separate clinical trial agreement to be negotiated between SKI and Allos
("Allos/SKI Trials") in accordance with Section 2.8.2. 


        2.8.2  Allos/SKI Trials. Any clinical trial agreement covering Allos/SKI Trials shall grant to Allos all rights customary in
such agreements, and shall require Allos to support each such trial on a per patient cost basis to be mutually agreed upon by SKI and Allos. Such per patient costs shall cover only those costs accrued
after the Effective Date. SKI shall provide the study drug PDX formulated for use in Allos/SKI Trials until such time Allos is in a position to provide formulated study drug for the conduct of
Allos/SKI Trials, or until the SKI inventory of PDX is exhausted. 


        2.8.3  SKI Trials. SKI may propose to Allos additional clinical trials involving PDX, which Allos, at its sole discretion, may
allow under the Allos IND but for which Allos shall have no financial obligation ("SKI Trials"). SKI Trials shall be fully funded by SKI. Allos shall
have no obligations with regard to SKI Trials except its regulatory reporting obligations under the Allos IND. SKI shall provide Allos with copies of such data and results as necessary to allow Allos
to comply with any applicable regulatory requirements with respect to the IND transferred to Allos pursuant to Section 2.5.3. SKI shall provide formulated study drug for SKI Trials at its
expense. SKI shall have the right to publish the results of SKI Trials, subject to Section 7.4. Notwithstanding the above, SKI may not conduct any SKI Trials after the Effective Date without
the prior written approval of Allos. Any proposal from SKI to Allos for SKI Trials shall be discussed by the JAC as to the merits of the proposed trial and its suitability in terms of Allos' overall
registration strategy for PDX. The JAC shall advise Allos 




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as
to whether such SKI Trials should be permitted under the Allos IND however, permission to initiate such a trial shall be at the sole discretion of Allos. In the event Allos decides to withhold its
permission to conduct the trial proposed by SKI, in the spirit of collaboration, Allos agrees to inform SKI of the factors impacting its decision and consider in good faith any rebuttals that SKI may
make with regard to such factors and review its decision accordingly. 


        2.8.4  Future Proposed Trials. After transfer of the IND, Allos may choose to conduct clinical trials of PDX under its
sponsorship and at its expense using its supplies of study drug ("Allos Trials"). SKI may also propose to Allos additional clinical trials involving
PDX, which Allos, at its discretion, may elect to sponsor as an Allos Trial pursuant to a clinical trial agreement to be negotiated between the parties.
Notwithstanding the foregoing, Allos agrees (a) [*], and (b) [*]. 




        2.9   Disclosure of Licensor Patents. With the exception of US Patent No. 5,374,726, entitled "Process for Preparing
10-Deazaaminopterins and 5,10 and 8,10-Dideazaaminopterins from Pteroic Dicarboxylic Acid Diesters," that relates to the manufacture of PDX, Licensor represent that as of the
Effective Date Licensor owns or controls no other patents claiming composition, methods of use, or methods of manufacture of PDX other than the Licensed Patent Rights. 


        2.10 Abandonment of Patent. Licensor hereby represents that, as soon as practicable, on or after the Effective Date, Licensor
shall abandon and put into the public domain US Patent No. 5,374,726, entitled "Process for Preparing 10-Deazaaminopterins and 5,10- and
8,10-Dideazaaminopterins from Pteroic Dicarboxylic Acid Diesters." 




3.     FEES, ROYALTIES AND MILESTONE PAYMENTS  



        3.1   Royalties and Sublicense Fees. 



        3.1.1  As consideration for the rights granted to Allos herein, during the License Term (as defined below), Allos shall pay to
Licensor the following royalties on annual Net Sales of Products sold by or on behalf of Allos, its Affiliates and Permitted Sublicensees: (i) eight percent (8%) of the Net Sales of Products up
to and including one hundred and fifty million dollars ($150,000,000); (ii) nine percent (9%) of the Net Sales of Products greater than one hundred and fifty million dollars ($150,000,000) and
up to and including three hundred million dollars ($300,000,000); and (iii) eleven percent (11%) of the Net Sales of Products greater than three hundred million dollars ($300,000,000). 


For
purposes of this Agreement, the "License Term" shall mean, on a country-by-country basis, the longer of (a) the
period of time until the last to expire patent in the Licensed Patent Rights in any country in the Territory or (b) [*] from the First Commercial Sale in the respective
country; provided, however, that in the event that the last to expire patent in the Licensed Patent Rights expires prior to the
[*] anniversary of the First Commercial Sale in the respective country, Allos shall pay to Licensor the amounts set forth in Section 3.1.1 until the
[*] anniversary of the First Commercial Sale as compensation for (i) Allos' rights to use the Licensed Know-How and (ii) in lieu of payment of any
annual minimum royalties during the period of this Agreement prior to the First Commercial Sale. 




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        3.1.2  If, during the License Term, Allos deems it necessary to seek or obtain a license from any Third Party in order to
develop and commercialize Product, Allos shall be entitled to offset against royalties otherwise due to Licensor under Section 3.1.1 above an amount equal to [*] of any
royalties or other fees paid by Allos to such Third Party under such license; provided, however, in no event shall such deduction reduce the royalties
otherwise payable to Licensor during any calendar year by more than [*]. 


        3.1.3  As consideration for the right to grant Sublicenses pursuant to section 2.2 herein, in addition to the royalties
set forth in Section 3.1.1 and payments set forth in Sections 3.2 and 3.3, Allos shall pay to Licensor the following sublicense fees for the duration of the License Term:
(i) [*] of all Sublicense Revenue, received from Permitted Sublicensees in the event the Sublicense is entered into prior to or on the [*]
anniversary of the Effective Date, (ii) [*] of all Sublicense Revenue, received from Permitted Sublicensees in the event the Sublicense is entered into after the
[*] anniversary of the Effective Date but prior to or on the [*] anniversary of the Effective Date, and (iii) [*] of all
Sublicense Revenue, received from Permitted Sublicensees in the event the Sublicense is entered into after the [*] anniversary of the Effective Date. 




        3.2   License Fee. Allos shall pay to Licensor a license fee of two million dollars ($2,000,000) upon the Effective Date
("License Fee"). 


        3.3   Milestone Payments. Allos shall pay to Licensor the following one-time milestone payments within
[*] of the date of achieving each milestone: 



 






 



					
	Milestone



 
	 	Amount 	 
	 1. The earlier of: (a) enrollment of the first patient in a multi-center, Allos-sponsored Phase II Trial; or (b) eighteen (18) months
from the Effective Date. 
	 	$	1,000,000	 
	 2. The earlier of: (a) enrollment of the first patient in an Allos-sponsored Phase III Trial; or (b) four (4) years
from the Effective Date, payable at the rate of $500,000 per year until enrollment of first patient in a Phase III Trial, at which time the balance shall be paid in full. 
	 	
$	

2,000,000	 
	 3. FDA acceptance of NDA for review. 
	 	
$	

1,500,000	 
	 4. US FDA approval for sale of Product. 
	 	
$	

5,000,000	 
	 5. EU Approval for sale of Product. 
	 	
$	

3,500,000	 




 

 
Each
milestone payment set forth in this Section 3.3 shall be payable by Allos only once; provided, however, in the event that any Product
receives FDA Approval under Milestone 4 without having previously triggered payment of Milestones 1, 2 and 3, each of the amounts for Milestones 1, 2 and 3 shall be due and payable with and in
addition to Milestone 4. 


        3.4   Payments are Non-refundable. All payments made to Licensor under this Article 3 are
non-refundable. Failure to make the milestone payments set forth in Section 3.3 shall be deemed a material breach of this Agreement. 




4.     ROYALTY REPORTS AND ACCOUNTING  



        4.1   Reports, Exchange Rates. During the term of this Agreement following the First Commercial Sale of a Product, Allos shall
furnish to Licensor a quarterly written report showing in reasonably specific detail, on a country-by-country basis (a) the gross sales of each Product sold by Allos,
its Affiliates and its Permitted Sublicensees in the Territory during the reporting period and 



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the
calculation of the Net Sales from such gross sales; (b) the royalties and sublicense fees payable in United States dollars, if any, which shall have accrued hereunder based upon the Net
Sales of each Product; (c) the withholding taxes, if any, required by law to be deducted in respect of such sales; and (d) for the last quarter of each calendar year, the aggregate
royalties and sublicense fees accrued on the Net Sales during such calendar year. With respect to sales of Products invoiced in United States dollars, the gross sales, the Net Sales, and royalties and
sublicense fees payable shall be expressed in United States dollars. With respect to sales of Products invoiced in a currency other than United States dollars, the gross sales, the Net Sales and
royalties and sublicense fees payable shall be expressed in the domestic currency of the party making the sale together with the United States dollar equivalent of the royalty payable, calculated
using the average closing buying rate for such currency quoted in the continental terms method of quoting exchange rates (local currency per US$1) by Bank of America NT&SA in London, England on each
of the last business day of each month in the quarter prior to the date of payment. Reports shall be due on the thirtieth (30th) day following the close of each quarter and payment shall be due on the
date of such report. Allos shall keep complete and accurate records in sufficient detail to properly reflect all gross sales and the Net Sales and to enable the royalties and sublicense fees payable
hereunder to be determined. Allos shall be responsible for reporting to Licensor regarding all Products sold by Affiliates and Permitted Sublicensees and for paying to Licensor the payments due
pursuant to Article 3 hereof. 


        4.2   Audits. 



        4.2.1  Upon the written request of Licensor, and not more than once in each calendar year, Allos shall permit an independent
certified public accounting firm of nationally recognized standing, selected by Licensor and reasonably acceptable to Allos, at Licensor's expense, to have access during normal business hours to such
of the records of Allos as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any year ending not more than thirty-six (36) months prior to the
date of such request. The accounting firm shall disclose to Licensor only whether the records are correct or not and the specific details concerning any discrepancies. No other information shall be
shared. 


        4.2.2  If such accounting firm concludes that additional royalties and sublicense fees were owed during such period, Allos
shall pay the additional royalties and sublicense fees within thirty (30) days of the date Licensor delivers to Allos such accounting firm's written report so concluding. The fees charged by
such accounting firm shall be paid by Licensor; provided, however, if the audit discloses that the royalties and sublicense fees payable by Allos for
the audited period are more than  [*] of the royalties and sublicense fees actually paid for such period, then Allos shall pay the reasonable fees and expenses
charged by such accounting firm. 


        4.2.3  Allos shall include in each Sublicense granted by it pursuant to this Agreement a provision requiring the Permitted
Sublicensee to make reports to Allos, to keep and maintain records of sales made pursuant to such Sublicense and to grant access to such records by an independent certified public accounting firm of
nationally recognized standing to the same extent required of Allos under this Agreement. Upon the expiration of thirty-six (36) months following the end of any year, the
calculation of royalties and sublicense fees payable with respect to such year shall be binding and conclusive upon Licensor, Allos, and its Affiliates and Permitted Sublicensees. 


        4.2.4  The provisions of this Section 4.2 shall survive the termination or expiration of this Agreement for a period of
three (3) years following the last sale of Product by Allos, its Affiliates and Permitted Sublicensees. 




9







 

        4.3   Confidential Financial Information. Licensor shall treat all financial information subject to review under this article
or under any sublicense agreement as confidential, and shall cause its accounting firm to retain all such financial information in confidence. 


        4.4   Survival. Except as otherwise provided in this Section 4, the provisions of this Article 4 shall survive
the expiration and termination of this Agreement for a period of one calendar year following the last sale of Product by Allos, its Affiliates or Permitted Sublicensees. 




5.     PAYMENTS  



        5.1   Payment Terms. Royalties and sublicense fees payable to Licensor hereunder shall be due and payable thirty
(30) days after the end of each calendar quarter and shall be accompanied by a report as set forth in Article 4. Payment of royalties and sublicense fees in whole or in part may be made
in advance of such due date. 


        5.2   Payment Method. All payments by Allos under this Agreement shall be paid in United States dollars, and all such payments
shall be originated from a United States bank located in the United States and made by bank wire transfer in immediately available funds to such account as Licensor shall designate before such payment
is due. Allos shall pay the full amount of the License Fee due pursuant to Section 3.2 directly to SKI. All other payments due under Article 3 shall be paid by Allos to each of SKI, SRI,
and SoRI in the following ratio at the addresses set forth in Section 14.1: SKI shall receive [*] of any amount due to
Licensor; SRI shall receive [*] of any amount due to Licensor and SoRI shall receive  [*] of any amount due to Licensor. 



        5.3   Exchange Control. If at any time legal restrictions prevent the prompt remittance of part or all royalties and sublicense
fees with respect to any country in the Territory where the Product is sold, payment shall be made through such lawful means or methods, as Licensor reasonably shall determine. 


        5.4   Withholding Taxes. All royalty payments and sublicense fees owing from Allos to Licensor under this Agreement are net
amounts, and shall be grossed-up to account for any amounts required to be withheld by Allos under applicable law, rule or regulation as payment for taxes applicable to such royalty
payments and sublicense fees, other than for United States income taxes of Licensor. If Allos is required by law, rule or regulation to withhold and pay on behalf of Licensor taxes from any royalty
payments or sublicense fees due Licensor hereunder, Licensor shall cooperate with Allos and shall execute and deliver such documents and take such other actions as Allos may reasonably request, for
the purpose of (a) obtaining an exemption from the tax withholding requirements of the applicable country, (b) obtaining a refund of any taxes actually paid by Allos on Licensor's behalf
to the applicable taxing authority pursuant to said tax withholding requirements, and (c) otherwise seeking to lawfully mitigate the amount of taxes required to be withheld from any payments
due to Licensor, pursuant to the applicable tax law. If Licensor is able to obtain a refund or credit attributable to any part of the taxes paid on behalf of Licensor by Allos pursuant to this
section, Licensor shall pay the amount of such refund to Allos within thirty (30) days of obtaining such amount or credit. 


        5.5   Survival. The provisions of this Article 5 shall survive the expiration and termination of this Agreement for a
period of one (1) calendar year following the last sale of Product by Allos, its Affiliates and Permitted Sublicensees. 




6.     DILIGENCE OBLIGATIONS  



        6.1   Research and Development Efforts. Allos shall use its Commercially Reasonable Efforts to research, develop and conduct
such research, preclinical development and human clinical trials as necessary or desirable to obtain regulatory approvals to manufacture and market, and to obtain 



10







 

necessary
approval to commence marketing and market Product in such countries as Allos determines are commercially feasible. Except as otherwise set forth in this Agreement, Allos, at its sole
expense, shall fund the costs of all research, preclinical development and clinical trials, regulatory approval and commercialization of the Products. 


        6.2   Records. The parties shall maintain records, in sufficient detail and in good scientific manner appropriate for patent
and regulatory submission purposes, which shall reflect all work done and results achieved in the performance of its research and development regarding the Licensed Patent Rights (including all data
in the form required under all applicable laws and regulations). 


        6.3   Reports. Within sixty (60) days following the end of each calendar year during the term of this Agreement, Allos
and Licensor shall prepare and deliver to the other party a written summary annual report which shall describe, in reasonably sufficient detail, as applicable to the activities being conducted by the
relevant party (a) the research performed to date employing the Licensed Patent Rights and Licensed Know-How, (b) the progress of the development and testing of Products in
clinical trials, and (c) the status of obtaining the necessary approvals to market Products. Licensor and Allos shall meet annually at Allos' offices to discuss the report and the general
progress of Products to market. In addition, Allos shall provide Licensor with written notice of all regulatory filings and copies of submissions prior to the date of such submissions, and written
notice of all approvals obtained promptly after obtaining such approvals. 


        6.4   Reversion of Certain Rights. Allos agrees that during the term of the Agreement it shall diligently develop and
commercialize at least one Product in the United States, in one or more countries of the EU, and in Japan. For the purposes of this Section 6.4, "diligent development" shall mean the
demonstration of continuing efforts by Allos, its Affiliates or its Permitted Sublicensee to achieve the objectives set forth in the Clinical Development Plan, and "diligent commercialization" shall
mean the marketing of Product to oncologists by Allos, its Affiliates or its Permitted Sublicensee's or marketing partner's sales force, once regulatory approval has been obtained for the applicable
territory. If Allos elects not to develop or commercialize at least one Product in the United States, in one or more countries of the EU and in Japan, Allos shall inform Licensor of its decision and
the license granted to Allos under this Agreement shall terminate, only in such Territory (the United States, the EU or Japan) as Allos has elected not to develop and commercialize at least one
Product. If Licensor believes that Allos is not diligently developing or commercializing Product in a particular territory, Licensor shall so inform Allos in writing, including a description of the
basis for Licensor's belief. If Allos disputes Licensor's determination that a diligence failure has occurred, such dispute shall be resolved pursuant to Article 13. Upon the finding by the
Arbitrator (as defined in Article 13) that a diligence failure has occurred, Allos shall have a sixty (60) day period after such Arbitrator ruling within which to submit to Licensor a
specific, objectively reasonable, written plan designed to meet Allos' diligence obligations as promptly as practicable using Commercially Reasonable Efforts. Each plan required pursuant to this
Section 6.4 (each, a "Remedial Plan") shall be subject to (i) Licensor's written approval,
such approval not to be unreasonably withheld, conditioned or delayed, and (ii) the Arbitrator's approval. Allos shall have six (6) months to demonstrate to Licensor's satisfaction
Allos' compliance with the Remedial Plan, failure of which shall result in the reversion to Licensor of the license granted pursuant to Section 2.1 for the particular territory. If Allos grants
a Sublicense under the provisions of Article 2.2 within the United States or the EU, the Sublicense agreement shall contain development and commercialization diligence obligations for
activities within such territory in compliance with this Section 6.4. 


        6.5   Joint Advisory Committee. For the purpose of expediting the exchange of information between the parties to foster the
successful development of Products, Allos shall form a joint advisory committee ("JAC") consisting of representatives from each of SRI, SKI, SoRI
and Allos. 



11







 




The
selection of the representatives from the parties will be at the discretion of each of the respective parties, but should include qualified technical and business development staff The JAC shall
meet twice annually at a location to be determined by the Parties, and more often as mutually agreed by the Parties. Each party shall be responsible for any out-of-pocket
travel and other expenses its representatives incur to participate in JAC meetings. 




7.     CONFIDENTIALITY  



        7.1   Confidential Information. During the term of this Agreement, and for a period of five (5) years following the
expiration or earlier termination hereof, each party shall exercise reasonable care to maintain in confidence all information of the other party (including samples) disclosed by the other party and
identified as, or acknowledged to be, confidential ("Confidential Information"), and shall not use, disclose or grant the use of the Confidential
Information except on a need-to-know basis to those directors, officers, employees, agents, Permitted Sublicensees and permitted assignees, to the extent such disclosure is
reasonably necessary in connection with such party's activities as expressly authorized by this Agreement. To the extent that disclosure is authorized by this Agreement, prior to disclosure, each
party hereto shall obtain the written agreement of any such Person, who is not otherwise bound by fiduciary obligations to such party, to hold in confidence and not make use of the Confidential
Information for any purpose other than those permitted by this Agreement. Each party shall notify the other promptly upon discovery of any unauthorized use or disclosure of the other party's
Confidential Information. 


        7.2   Permitted Disclosures. The nonuse and nondisclosure obligations contained in this article shall not apply to the extent
that any receiving party ("Recipient") can demonstrate that: (a) the information was public knowledge at the time of such disclosure by
Recipient, or thereafter became public knowledge,
other than as a result of acts attributable to Recipient in violation hereof; (b) the information was rightfully known by Recipient (as shown by its written records) prior to the date of
disclosure to Recipient by the other party hereunder; (c) the information was disclosed to Recipient on an unrestricted basis from a Third Party not under a duty of confidentiality to the other
party; or (d) the information was independently developed by employees or agents of Recipient without access to the Confidential Information of the other party. Notwithstanding the foregoing,
Recipient may (x) disclose information by law, order or regulation of a governmental agency or a court of competent jurisdiction; (y) disclose information to any governmental agency for
purposes of obtaining approval to test or market a Product; or (c) disclose information as necessary to file or prosecute patent applications and prosecute or defend litigation;  provided in each
case that Recipient shall provide written notice thereof to the other party and sufficient opportunity to object, time permitting, to
any such disclosure or to request confidential treatment thereof. 


        7.3   No Use of Name. Except as otherwise required by applicable law, regulation or order of a governmental agency or court of
competent jurisdiction, neither party shall use the name of the other party or the other party's directors, officers or employees in any advertising, news release or other publication, without the
prior express written consent of the other party. Notwithstanding the above, Licensor acknowledges the importance of, and agrees to cooperate with Allos, in the issuance of a press release upon
execution of this Agreement. 


        7.4   Publication Rights. Licensor shall be free to use the results of activities conducted in connection with the exercise of
its reserved rights set forth in Section 2.3 for its own non-commercial teaching, research, educational, clinical and publication purposes so long as such use does not violate this
Article 7. Licensor agrees to submit to Allos for its review and comment, a copy of any proposed publication resulting from such activities at least [*] prior to the
estimated date of publication, and if no response is received within [*] of the date submitted to Allos, it will be conclusively
presumed that the publication may proceed without delay. If Allos feels that the 



12







 




conclusions
are not supported by the data or that there are factual errors in the proposed publication, then the JAC shall meet to make a good faith attempt to resolve such issues, and at Allos'
request Licensor shall delay publication for an additional [*] to allow such discussion. If Allos determines that the proposed
publication contains patentable subject matter that requires protection, Allos may refer such subject matter to the JAC for review. If the JAC concurs with Allos' determination, Licensor shall delay
the publication for a period of time for Licensor to pursue patent protection pursuant to Article 8. 




8.     IP OWNERSHIP; PATENTS  



        8.1   Allos Improvements. Allos shall solely own all Allos Improvements developed, made or conceived of during the course of
this Agreement solely by employees or contractors of Allos, and all intellectual property rights therein, including any patent rights claiming the Allos Improvements. Allos shall control the filing,
prosecution and maintenance of patents claiming any Allos Improvements at its own cost and using counsel of its choice and in such countries as Allos determines is appropriate. 


        8.2   Filing, Prosecution, and Maintenance. Licensor shall have the sole authority and control over the filing, prosecution and
maintenance of the Licensed Patent Rights; provided, however, that Licensor shall consult with Allos on overall patent strategy. In addition, Licensor's
patent counsel shall keep Allos advised as to the status of the Licensed Patent Rights by providing Allos, in a timely manner at least thirty (30) days prior to their due date, with copies of
all official documents and correspondence relating to the prosecution, maintenance, and validity of the Licensed Patent Rights. Allos shall have fifteen (15) days to review and comment on such
documents and correspondence prior to the filing of said documents and correspondence and Licensor shall give good faith consideration to any comments provided by Allos. Licensor shall diligently
conduct such prosecution and maintenance of the Licensed Patent Rights and shall not abandon any patent under prosecution, or discontinue any maintenance obligation for issued patents, in each case
within the Licensed Patent Rights, without first notifying Allos at least sixty (60) days prior to any bar date, of Licensor's intention and reason therefore, and providing Allos with
reasonable opportunity to assume responsibility and control of the prosecution and maintenance of such patent applications and patents. Notwithstanding the above, failure to strictly adhere to the
timelines for notification under this Article 8.2 shall not constitute a material breach of this Agreement. 


        8.3   Costs. Allos shall reimburse Licensor for all patent costs incurred by Licensor prior to the Effective Date, as evidenced
by written documentation, up to a maximum amount of [*], such payment to be made within thirty (30) days of receipt by
Allos of such documentation. Allos shall pay all costs of filing, prosecuting and maintaining the Licensed Patent Rights necessary for Products incurred after the Effective Date. 


Allos
shall have the right to discontinue financial support as provided in Article 8.4. 


        8.4   Assumption of Patent Costs by Licensor. If Allos informs Licensor of its intention to discontinue financial support of
any patent or patent application within the Licensed Patent Rights necessary for Products, Licensor shall be entitled to reassume financial responsibility therefore. In the event Licensor continues to
prosecute or maintain the patent or patent application in question, Allos' right and license under such patent or patent application shall be terminated; provided,
however, that if Allos elects to discontinue financial support for such patent or patent application, Licensor may also elect to discontinue financial support for such patent
or patent application. If any Major Country is restricted from the Territory pursuant to Section 6.4, Allos shall have no further obligations to provide financial support for any patent or
patent application effective within such Major Country, and Licensor, at its discretion shall reassume financial responsibility therefor. 



13







 

        8.5   Enforcement of Patent Rights. Each party promptly shall notify the other party of any infringement known to it of the
Licensed Patent Rights and shall provide the other party with the available evidence, if any, of such infringement. Allos, at its sole expense, shall have the right (but not the obligation) to
determine the appropriate course of action to enforce the Licensed Patent Rights or otherwise abate the infringement thereof, to take (or refrain from taking) appropriate action to enforce the
Licensed Patent Rights, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the
Licensed Patent Rights, and shall consider, in good faith, the interests of Licensor in so doing. Within ninety (90) days after notice of a substantial and continuing infringement of the
Licensed Patent Rights, Allos shall notify Licensor whether or not Allos intends to take action against the alleged infringer. If Allos notifies Licensor that it does not intend to take action, or if
within one hundred eighty (180) days after receipt of notice Allos does not abate such infringement or file suit to enforce the Licensed Patent Rights against each infringing party, Licensor
shall have the right to take whatever action it deems appropriate to enforce the Licensed Patent Rights, including bringing and controlling at its own expense a legal action in which, if legally
necessary, Allos may be a named plaintiff. The party controlling any such enforcement action shall not settle the action or otherwise consent to a judgment in such action that results in any grant to
the third party of rights under the Licensed Patent Rights, without the prior written consent of the non-controlling party which consent shall not be unreasonably withheld. All monies
recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patent Rights shall, after payment of expenses, be retained by the party controlling the enforcement. Each
party shall reasonably cooperate with the other party in the planning and execution of any action to enforce the Licensed Patent Rights; provided,
however, each party shall be reimbursed for reasonable expenses, including legal fees, for such cooperation. 


        8.6   Infringement Actions by Third Parties. Allos shall promptly notify Licensor in writing of any allegation by a Third Party
that the activity of Allos or its Affiliates, Permitted Sublicensees or customers pursuant to this Agreement infringes or may infringe the patent rights of such Third Party, where the alleged
infringing process, method or composition is claimed under a Valid Patent Claim. Allos shall have the right, in its sole discretion, to control the defense of such suit at its own expense, in which
event Licensor shall have the right to be represented by advisory counsel of its own selection at its own expense, shall cooperate fully in the defense of such suit, and shall furnish to Allos all
evidence and assistance in its control. Allos may not settle the suit or otherwise consent to an adverse judgment in such suit that diminishes the rights or interests of Licensor or imposes additional
obligations on Licensor, without the express written consent of Licensor. Any judgments, settlements or damages payable with respect to legal proceedings covered by this article shall be paid by
Allos. 


        8.7   Patent Markings. Allos, its Affiliates and Permitted Sublicensees shall mark each Product sold by them with the
appropriate marking, giving notice to the public that such Product is patented, by fixing thereon either the word "patent" or the abbreviation "pat", together with the number of such issued patent of
the Licensed Patent Rights. Licensor shall keep Allos informed of all applicable patent markings, and upon request by Allos, shall inform Allos whether a patent marking is required for a specific
Product. 


        8.8   Licensor Covenant. Licensor agrees that Licensor shall not, for the duration of this Agreement, enter into any agreement
with any Third Party to license any rights held by Licensor with respect to US Patent No. [*], entitled [*] in a field of use that includes [*]. 



14









 




































 9.     TERM AND TERMINATION  



        9.1   Expiration. Subject to the provisions of this article, this Agreement shall expire on a
country-by-country basis on the expiration of the License Term. 


        9.2   Termination by Allos. Allos may terminate this Agreement, in its sole discretion, upon thirty (30) days prior
written notice to Licensor. 


        9.3   Termination for Failure to Transfer IND. If the IND is not transferred to Allos within one (1) month after the
Effective Date and such failure is not due to a delay by the FDA directly or indirectly caused by Licensor or Allos, such failure to timely transfer the IND shall be deemed a material breach of this
Agreement, pursuant to which Allos may terminate this Agreement by providing written notice to Licensor as provided in Article 9.4(a). If Licensor has not cured the breach within ninety
(90) days, Allos shall so notify Licensor (each of SKI, SRI, and SoRI), and within five (5) days of receipt of such notice, Licensor shall return the License Fee to Allos. Within thirty
(30) days of its notice to Licensor of its failure to cure the breach under this Section 9.3, Allos shall return to the Licensor the Product Data Package, any remaining PDX material, and
any other documentation or materials received from Licensor as of the effective date of such termination. 


        9.4   Termination for Cause. Except as otherwise provided in Article 12 below regarding force majeure, either party may
terminate this Agreement: (a) upon or after the breach of any material provision of this Agreement by the other party if the other party has not cured such breach within ninety (90) days
after receipt of written notice thereof by the nonbreaching party; or (b) if the other party voluntarily commences any action or seeks any relief regarding its liquidation, reorganization,
dissolution or similar
act or under any bankruptcy, insolvency or similar law; or (c) if a proceeding is commenced or an order, judgment or decree is entered seeking the liquidation, reorganization, dissolution or
similar act or any other relief under any bankruptcy, insolvency or similar law against the other party, without its consent, which continues undismissed or unstayed for a period of sixty
(60) days. 


        9.5   Effect of Expiration or Termination. Expiration or termination of this Agreement shall not relieve the parties of any
obligation accruing prior to such expiration or termination, and the provisions of Articles 7, 8.4, 8.5, 9.5, 9.6, 10, 14.1, 14.2 and such other provisions by their terms as set forth herein,
shall survive the expiration or termination of this Agreement. Upon expiration of this Agreement under Article 9.1, above, Allos shall have a fully-paid, non-exclusive
worldwide license (including the exclusive right to grant sublicenses) under the Licensed Know-How, to make, have made, use, offer for sale, sell and import Products. Upon termination of
this Agreement by Allos under Article 9.2, above, or by Licensor under Article 9.4, above, the license granted to Allos under Article 2.1, herein, shall terminate, subject to
Article 9.6 and Licensor shall automatically have a fully-paid, non-exclusive, worldwide license (including the right to grant sublicenses) under the Allos Improvements,
to make, have made, use, offer for sale, sell and import Products. 


        9.6   Disposition of Products on Hand Upon Termination. Upon termination of this Agreement by either party (a) Allos
shall provide Licensor with a written statement of the amount of inventory of all Products in process of manufacture and in stock, and shall have the privilege of disposing of such Products, but not
more, for a period of one (1) year from the date of termination, and (b) Allos shall pay royalties and sublicense fees at the rate and at the time herein provided under Articles 3
and 4 hereof. The provisions of Section 9.6(a) shall survive the termination of this Agreement for a period of one (1) year and the provisions of Section 9.6(b) shall survive the
termination of this Agreement until all amounts owing to Licensor by Allos, its Affiliates and Permitted Sublicensees have been paid. 



15







 

        9.7   Allos Data. Notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated pursuant to the
provisions of Article 9.2 or by Licensor pursuant to 9.4, herein, upon Licensor's request not more than one hundred twenty (120) days after such termination, (a) within ninety
(90) days after such request, Allos shall provide Licensor with copies of all data and information generated by Allos' research and development activities, and all regulatory submissions and
approvals, if any, regarding actual or potential Products; provided, however that if such termination occurs after the initiation of a Phase II
Trial, Licensor shall reimburse Allos for its reasonable costs to assemble and provide the data to Licensor, (b) Licensor shall have the right to use and reference all such data, information
and submissions without restriction, and (c) Allos shall execute all such documents and instruments reasonably necessary to enable Licensor to use and reference all such data, information and
submissions. ALLOS MAKES NO REPRESENTATIONS AND WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, REGARDING SUCH DATA, INFORMATION AND SUBMISSIONS PROVIDED TO LICENSOR IN
(A) ABOVE, AND LICENSOR AGREES THAT ANY SUCH USE AND REFERENCE OF SUCH DATA, INFORMATION AND SUBMISSIONS SHALL BE AT LICENSOR'S OWN RISK.




10.   INDEMNIFICATION AND INSURANCE  



        10.1 Indemnification. 



        10.1.1  Allos shall indemnify, defend and hold harmless Licensor, its directors, officers, employees and agents from all
losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) (collectively "Losses") that they may suffer as a result of
any claims, demands, actions or other proceedings (collectively, "Claims") made or instituted by any Affiliate, Permitted Sublicensee or Third Party
against any of them to the extent that such Claims arise or relate to: (a) a breach of any of Allos' representations and warranties set forth in Article 11; or (b) the possession,
research, development, manufacture, use, sale or administration of Product by Allos, its Affiliates and Permitted Sublicensees; except to the extent such Claims are based on (x) the gross
negligence or intentional misconduct of Licensor, (y) any defect in any PDX provided by Licensor to Allos under this Agreement, or are Claims for which Licensor is obligated to indemnify Allos
pursuant to Section 10.1.2, 10.1.3 or 10.1.4. 


        10.1.2  SRI shall indemnify, defend and hold harmless Allos, its directors, officers, employees and agents from all Losses
that they may suffer as a result of any Claims made or instituted by any Third Party against any of them to the extent that such Claims arise or relate to (a) a breach of any of SRI's
respective representations and warranties set forth in Article 11; or (b) the possession, research, development or use by SRI in the exercise of its reserved rights under
Section 2.3 of any PDX not provided by or on behalf of Allos; except to the extent such Claims are Claims for which Allos is obligated to indemnify SRI pursuant to Section 10.1.1. 


        10.1.3  SoRI shall indemnify, defend and hold harmless Allos, its directors, officers, employees and agents from all Losses
that they may suffer as a result of any Claims made or instituted by any Third Party against any of them to the extent that such Claims arise or relate to (a) a breach of any of SoRI's
respective representations and warranties set forth in Article 11; or (b) the possession, research, development or use by SoRI in the exercise of its reserved rights under
Section 2.3 of any PDX not provided by or on behalf of Allos; except to the extent such Claims are Claims for which Allos is obligated to indemnify SoRI pursuant to Section 10.1.1. 


        10.1.4  SKI shall indemnify, defend and hold harmless Allos, its directors, officers, employees and agents from all Losses
that they may suffer as a result of any Claims made or 




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instituted
by any Third Party against any of them to the extent that such Claims arise or relate to: (a) a breach of any of SKI's respective representations and warranties set forth in
Article 11; (b) the administration by SKI in the exercise of its reserved rights under Section 2.3 of any PDX not provided by or on behalf of Allos; or (c) any activities
conducted in connection with a SKI Trial; except to the extent such Claims are Claims for which Allos is obligated to indemnify SKI pursuant to Section 10.1.1. 




        10.2 Indemnification Procedure. Each party (the "Indemnified Party") shall
promptly notify the other party (the "Indemnifying Party") of any claim, demand, action or other proceeding with respect to which the Indemnified Party
intends to claim such indemnification. The Indemnifying Party shall the exclusive ability to defend any such claim, demand, action or other proceeding at its expense using counsel of its choice. The
Indemnifying Party's indemnity obligations under this article shall not apply to amounts paid in any settlement if effected without the consent of the Indemnifying Party, which consent shall not be
unreasonably withheld or delayed. The Indemnifying Party shall not settle or consent to an adverse judgment in any such claim, demand, action or other proceeding that adversely affects the rights or
interests of the Indemnified Party or imposes additional obligations on Indemnified Party, without the prior express written consent of Indemnified Party. The Indemnified Party, its employees and
agents, shall reasonably cooperate with Indemnifying Party and its legal representatives in the investigation of any claim, demand, action or proceeding covered by this indemnification. 



        10.3 LIMITATION ON LIABILITY AND DISCLAIMER OF WARRANTIES.



        10.3.1  LIMITED LIABILITY. ANY PDX PROVIDED TO ALLOS HEREUNDER IS PROVIDED
"AS IS" FOR NON-HUMAN PURPOSES ONLY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, ITS AFFILATES, PERMITTED SUBLICENSES OR ANY
THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR WITH RESPECT TO ANY CLAIM, DEMAND, ACTION OR OTHER PROCEEDING RELATING TO THIS AGREEMENT
HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR'S LIABILITY OWING TO
ALLOS, ITS AFFILIATES, PERMITTED SUBLICENSEE OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM, DEMAND, ACTION OR OTHER PROCEED RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID LICENSOR BY
ALLOS UNDER THIS AGREEMENT. 


        10.3.2  DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY LICENSOR THAT ANY VALID PATENT HAS ISSUED OR WILL ISSUE BASED UPON THE LICENSED IP, OR THAT
THE USE
OF THE LICENSED IP WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY OTHER PERSON. FURTHERMORE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR MAKES NO OTHER
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED IP, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 




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11.   REPRESENTATIONS AND WARRANTIES  


        Each party hereby represents and warrants to the other party as follows: 



        11.1 Corporate Existence and Power. Such party (a) is a corporation duly organized, validly existing and in good
standing under the laws of the state in which it is incorporated; (b) has the corporate power and authority and the legal right to own and operate its property and assets, to lease the property
and assets it operates under lease, and to carry on its business as it is now being conducted; and, (c) is in compliance with all requirements of applicable law, except to the extent that any
noncompliance would not have a material adverse effect on the properties, business, financial or other condition of it and would not materially adversely affect its ability to perform its obligations
under this Agreement. 


        11.2 Authorization and Enforcement of Obligations. Such party (a) has the corporate power and authority and the legal
right to enter into this Agreement and to perform its obligations hereunder; and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this
Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable
against such party in accordance with its terms. 


        11.3 No Consents. All necessary consents, approvals and authorizations of all governmental authorities and other Persons
required to be obtained by such party in connection with this Agreement have been obtained. 


        11.4 No Conflict. The execution and delivery of this Agreement and the performance of such party's obligations hereunder
(a) do not conflict with or violate any requirement of applicable laws or regulations; and (b) do not conflict with, or constitute a default under, any contractual obligation of it. 



        11.5 Patent Representations. Licensor represents and warrants that as of the Effective Date, and without independent inquiry,
to Licensor's knowledge (a) the Licensed Know-How and the claims of the Licensed Patent Rights do not fall within the claims of, or otherwise infringe, any Third Party patent,
patent application or trade secret; (b) none of the Licensed Patent Rights are invalid or unenforceable; (c) there are no claims, judgments or settlements against or owed by it relating
to the Licensed IP; and (d) PDX has not been licensed to any Third Party and is not subject to any option or other contractual right of any Third Party. 



        11.6 Regulatory Representations. As of the Effective Date, to SKI's knowledge, (a) it has complied in all material
respects with all applicable laws and regulations in connection with the preparation and submission of any filings directly related to PDX with any regulatory authority; (b) it has filed with
applicable regulatory authorities all required and material notices, supplemental applications and annual or other reports, including adverse experience reports, with respect to PDX; and
(c) there is no pending or overtly threatened action by the regulatory authorities that will have a material adverse effect on the regulatory approval of the PDX or any Products. 




12.   FORCE MAJEURE  


        Except with regard to the payment of money, neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached
this Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the
reasonable control of the affected party including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared or not), acts of terrorism, insurrections,
riots, civil commotions, strikes, lockouts or other labor 


18







 



disturbances,
acts of God or acts, omissions or delays in acting by any governmental authority or other party. 


13.   DISPUTE RESOLUTION  


        Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, or any failure to agree where agreement of the parties is necessary
pursuant hereto, including the determination of scope of this Agreement to arbitrate, shall be resolved by the following procedures: 



        13.1 Attempt to Resolve Dispute. The parties shall use all reasonable efforts to amicably resolve the dispute through direct
discussions. The senior management of each party commits itself to respond promptly to any such dispute. Either party may send written notice to the other party identifying the matter in dispute and
invoking the procedures of this article. 


        13.2 Application to Binding Arbitration. If after thirty (30) days from the first written notice of dispute, the
parties fail to resolve the dispute by written agreement, either party may submit the dispute to final and binding arbitration administered by the AAA, and conducted in New York, New York, pursuant to
the Commercial Arbitration Rules of the AAA at the time of submission. The arbitration shall be held before a single neutral, independent, and impartial arbitrator (the
"Arbitrator"). 


        13.3 Binding Arbitration Procedure. Unless the parties have agreed upon the selection of the Arbitrator before then, the AAA
shall appoint the Arbitrator as soon as practicable, but in any event within thirty (30) days after the submission to AAA for binding arbitration. The Arbitrator's award shall be a final and
binding determination of the dispute and shall be fully enforceable as an arbitration award by the New York courts in accordance with New York law. The prevailing party in such arbitration shall be
entitled to recover its reasonable attorneys' fees and expenses, including arbitration administration fees, incurred in connection with such proceeding. Neither party nor the Arbitrator may disclose
the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. 




14.   MISCELLANEOUS  



        14.1 Licensor Representative and Notices. Except as otherwise set forth herein, SKI shall be the designated representative of
Licensor for all matters hereunder. All notices, correspondence, communications and directions to, and communications and directions from Licensor shall be through SKI. Any consent, notice or report
required or permitted to be given or made under this Agreement by one party to the other party shall be in writing, delivered by any lawful means and addressed to the other party at its address
indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor. Except as otherwise provided in this Agreement, such consent, notice or report shall
be effective upon receipt by the addressee. 



 






 



				
	 	If to Licensor, for technical matters:	 	If to Licensor, for all other matters:
	
 	
 Sloan-Kettering Institute for Cancer Research	
 	
Sloan-Kettering Institute for Cancer Research
	 	1275 York Avenue	 	1275 York Avenue
	 	New York, NY 10021	 	New York, NY 10021
	 	Attn: Director, Office of Industrial Affairs	 	Attn: Director, Office of Industrial Affairs
	 	Telephone: (212) 639-6181	 	Telephone: (212) 639-6181
	 	Facsimile: (212) 717-3439	 	Facsimile: (212) 717-3439




 

 19







 
 






 



				
	
 	
 With a copy to:	
 	
With a copy to:
	
 	
 Southern Research Institute	
 	
Southern Research Institute
	 	2000 Ninth Avenue South	 	2000 Ninth Avenue South
	 	Post Office Box 55305	 	Post Office Box 55305
	 	Birmingham, AL 35255-5305	 	Birmingham, AL 35255-5305
	 	Attn: President/CEO	 	Attn: Legal Counsel
	 	Telephone: (205) 581-2470	 	Telephone: (205) 934-3474
	 	Facsimile: (205) 581-2568	 	Facsimile: (205) 975-6079
	
 	
 SRI International	
 	
SRI International
	 	333 Ravenswood Avenue	 	333 Ravenswood Avenue
	 	Menlo Park, CA 94025-3493	 	Menlo Park, CA 94025-3493
	 	Attn: Senior Director, Business Development,	 	Attn: General Counsel
	 	Biopharmaceutical Division	 	 
	 	Telephone: (650) 859-4886	 	Telephone: (650) 859-6068
	 	Facsimile: (650) 859-3041	 	Facsimile: (650) 859-3834
	
 	
 All payments to the respective party:	
 	
If by Electronic Funds Transfer Method
	
 	
 Sloan-Kettering Institute for Cancer Research	
 	
Citibank
	 	1275 York Avenue	 	399 Park Avenue
	 	New York, NY 10021	 	New York, NY 10022
	 	Attention: Accounting	 	For credit to the account of:
	 	 	 	Sloan-Kettering Institute for Cancer Research
	 	Reference: SK 7547	 	Account No. [*]
	 	 	 	ABA No. [*]
	
 	
 Southern Research Institute	
 	
First Commercial Bank
	 	2000 Ninth Avenue South	 	800 Shades Creek Parkway
	 	Post Office Box 55305	 	Birmingham, AL 35209
	 	Birmingham, AL 35255-5305	 	For credit to the account of:
	 	Attention: Accounting	 	UAB Research Foundation
	 	Reference: PDX	 	Account number: [*]
	 	 	 	ABA number: [*]
	
 	
 SRI International	
 	
Wells Fargo Bank
	 	333 Ravenswood Avenue	 	400 Hamilton Avenue
	 	Menlo Park, CA 94025-3493	 	Palo Alto, CA 94301
	 	Attention: Accounting	 	For credit to the account of:
	 	Reference: W33P69 1.380	 	SRI International
	 	 	 	Account number: [*]
	 	 	 	ABA number: [*]
	
 	
 If to Allos, for technical matters:	
 	
If to Allos, for all other matters:
	 	11080 Circle Point Road, Suite 200	 	11080 Circle Point Road, Suite 200
	 	Westminster, CO 80020	 	Westminster, CO 80020
	 	Attn: Senior Medical Director	 	Attn: Senior Director, Corporate Development
	 	Telephone: (303) 426-6262	 	Telephone: (720) 540-5245
	 	Facsimile: (303) 412-9160	 	Facsimile: (303) 426-4731




 

 
        14.2 Governing Law. This Agreement, including the decision to arbitrate and any decision by an arbitrator pursuant to
Article 13, above, shall be governed by and construed in accordance with the laws of the State of New York, without the application of any principle that leads to the 



20







 

application
of the laws of any other jurisdiction, and shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. 


        14.3 U.S. Export Laws and Regulations. Each party hereby acknowledges that the rights and obligations of this Agreement are
subject to the laws and regulations of the United States relating to the export of products and technical information. Without limitation, each party shall comply with all such laws and regulations. 


        14.4 No Other Rights. This Agreement shall not be construed to grant any license or other rights to Allos in any patent
rights, know-how or other technology of Licensor, except as expressly provided in this Agreement. 


        14.5 Assignment. Allos shall not assign its rights or obligations under this Agreement, in whole or in part, by operation of
law or otherwise, without the prior written consent of Licensor. Allos shall, however, be entitled to assign its rights and obligations under this agreement to the purchaser of Allos' entire business
to which this Agreement pertains, without Licensor's prior written consent. Any purported assignment in violation of this article shall be null and void. 



        14.6 Waivers and Amendments. No change, modification, extension, termination or waiver of this Agreement, or any of the
provisions herein contained, shall be valid unless made in writing and signed by duly authorized representatives of the parties hereto. 


        14.7 Entire Agreement. This Agreement embodies the entire understanding between the parties and supersedes any prior
understanding and agreements between and among them respecting the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between the parties
hereto relating to the subject matter of this Agreement which are not fully expressed herein. 



        14.8 Severability. Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any
jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof and without
affecting the validity or enforceability of any of the terms of this Agreement in any other jurisdiction. 


        14.9 Waiver. The waiver by either party hereto of any right hereunder or the failure to perform or of a breach by the other
party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other party whether of a similar nature or otherwise. 



        14.10  Counterparts. This Agreement 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. 



[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.] 


21







 

        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. 

 






 



							
	

SRI INTERNATIONAL	
 	
ALLOS THERAPEUTICS, INC.
	
 By:	
 	
/s/ CURTIS CARLSON, PH.D.







 	
 	
By:	
 	
/s/ MICHAEL E. HART







 
	Name:	 	Curtis Carlson, Ph.D.	 	Name:	 	Michael E. Hart
	Title:	 	 President & Chief Executive Officer	 	Title:	 	 President & Chief Executive Officer
	
 Date:	
 	
1/9/2003	
 	
Date:	
 	
1/14/03
	

SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH	
 	
SOUTHERN RESEARCH INSTITUTE
	
 By:	
 	
/s/ JAMES S. QUIRK







 	
 	
By:	
 	
/s/ LUCY HICKS







 
	Name:	 	James S. Quirk	 	Name:	 	Lucy Hicks
	Title:	 	 Senior Vice President, Research Resources Management	 	Title:	 	 Intellectual Property Manager & Legal Counsel
	
 Date:	
 	
1/20/03	
 	
Date:	
 	
01/15/2003




 

 (SK#7547)



(SRI#
W33P69 1.380) 


(SoRI
#PDX) 


22








 




































  EXHIBIT A

LICENSOR PATENT RIGHTS  


        [*] 


23







 
 EXHIBIT B

CLINICAL DEVELOPMENT PLAN  


PDX Development Plan  


Prepared for SRI, MSK and SoRI 


By



Allos
Therapeutics, Inc 


24







 

[*] 


25







 
 EXHIBIT C

PRODUCT DATA PACKAGE  


        Allos desires to obtain all of the following data, documents and materials listed below to fulfill completion of the technology
transfer process. However, it is recognized that some of this information may have already been received by Allos, may not be available, or not in Licensor's possession. Allos also recognizes that in
certain instances, data comparing PDX to Third Party molecules may be confidential under the terms of Material Transfer Agreements or other Agreements between SKI and Third Parties, and may not be
available for disclosure to Allos under the terms of those agreements. 


 CMC  



	•
	All synthesis, manufacturing and analytical information pertaining to PDX, including all reports. If reports are not
available, a summary of efforts completed to date   



	•
	Disclose all known significant problems or issues that can affect drug substance or drug product attributes or quality  



	•
	Disclose any known conflict of interest or potential patent issues   



	•
	All bulk inventory (or at least [*])   



	•
	Provide available samples of all synthetic intermediates, impurities, degradation products, internal or external standards
and reference materials. Include analytical methods, method development, stability efforts and pertinent reports   



	•
	All work associated with PDX individual diastereomer synthesis, analysis and separation efforts 




 Clinical  



	•
	All protocols   



	•
	IRB approvals for all protocols and amendments   



	•
	All correspondence with FDA   



	•
	All clinical data from studies (to be reviewed by Allos at SKI's facilities, and provided to Allos subject to all
applicable Federal and State regulations including the HIPAA regulations)   



	•
	Flow sheets   



	•
	Scans (reports, copies of films, if available)   



	•
	Copies of all informed consents   



	•
	Electron copies of all patients charts   






	•
	Annual report (if available) 




 Pre-clinical  



	•
	Data on antitumor efficacy, including, the raw data from experiments that have not been published (e.g., tumor
measurements from individual animals, etc.)   



	•
	Any data regarding [*]  



	•
	Toxicology data from any species   



	•
	Safety data from any species   



	•
	Pharmacokinetics, ADME data from any species 



26







 

	•
	Any data (in vitro, in vivo, tox, safety, PK, ADME) involving PDX in combination with other agents, including
[*], subject to SKI's obligations to Third Parties as above).   



	•
	Any data from the above categories comparing PDX with other analogs (methotrexate, edatrexate, etc.) 



27
















































   FIRST AMENDMENT TO

LICENSE AGREEMENT  


 (SK#7547.A1)  


        This FIRST AMENDMENT TO LICENSE AGREEMENT (this
"Amendment"), dated as of May 9, 2006, is entered into between SRI  INTERNATIONAL, a California not-for-profit corporation
("SRI"),  SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH, a New York not-for-profit corporation
("SKI"), SOUTHERN RESEARCH INSTITUTE, an Alabama not-for-profit corporation
("SoRI" and, together with SRI and SKI, the "Licensor"), and ALLOS
THERAPEUTICS, INC., a Delaware corporation ("Allos"). 


WITNESSETH  


        WHEREAS, Licensor and Allos are parties to that certain License Agreement dated as of
December 23, 2002 (the "License Agreement"), pursuant to which Allos obtained from Licensor an exclusive license to certain patent rights and
know-how relating to a proprietary compound known as PDX; 


        WHEREAS, the parties desire to amend the License Agreement to add certain patent applications to the list of licensed patent rights
thereunder; 


        NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows: 


AGREEMENT  


        1.     All capitalized terms used but not defined herein shall have the meanings assigned to them in the License Agreement. 


        2.     Exhibit A to the License Agreement is hereby amended by adding the following patent applications (the
"Additional Patents") to the list of Licensed Patent Rights thereunder: 



        [*] 


        3.     As consideration for the rights granted to Allos herein, Allos shall pay to Licensor a license fee of
[*] upon the effective date of this Amendment. 


        4.     Licensor hereby represents and warrants to Allos that: (a) it has taken all necessary corporate action to authorize
the execution and delivery of this Amendment; (b) this Amendment has been duly executed and delivered on behalf of Licensor, and constitutes a legal, valid, binding obligation, enforceable
against Licensor in accordance with its terms; and (c) as of the effective date of this Amendment, and without independent inquiry, to Licensor's knowledge, (i) the claims of the
Additional Patents do not fall within the claims of, or otherwise infringe, any Third Party patent, patent application or trade secret, (ii) none of the Additional Patents are invalid or
unenforceable, and (iii) there are no claims, judgments or settlements against or owed by it relating to the Additional Patents. 


        5.     This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without the
application of any principle that leads to the application of the laws of any other jurisdiction, and shall not be governed by the United Nations Convention on Contracts for the International Sale of
Goods. 


        6.     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. 


        7.     This Amendment shall be effective upon its execution by each of SRI, SKI, SoRl and Allos. 


[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK] 








        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives as of the date first
set forth above. 

 






 



							
	
 SRI INTERNATIONAL	
 	

ALLOS THERAPEUTICS, INC.
	
 By:	
 	
/s/ GARY SEGAR







 	
 	
By:	
 	
/s/ MARC GRABOYES







 
	Name:	 	Gary Segar	 	Name:	 	Marc Graboyes
	Title:	 	 Contracts Manager	 	Title:	 	 VP, General Counsel
	
 SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH	
 	

SOUTHERN RESEARCH INSTITUTE
	
 By:	
 	
/s/ GUSTAVE BERNHARDT







 	
 	
By:	
 	
/s/ DAVID MASON







 
	 	 	Gustave J. Bernhardt	 	Name:	 	David Mason
	 	 	 Director, Research and Resource Marketing	 	Title:	 	 Director CIP




 

 








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