**Exhibit 10.35**

 

# **CONSULTINGAGREEMENT**

# ** **

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

 

**THEPARTIES AGREE AS FOLLOWS**:

 

1.                                       **Effective Date**. This Agreementshall be effective July 1, 2005.

 

2.                                       **Term**. The term of this Agreementshall be from July 1, 2005, through December 31, 2005. Either partymay terminate this Agreement immediately with cause, or upon 30 days priorwritten notice without cause.

 

3.                                       **General Purpose**. The generalpurpose of this Agreement is to engage Consultant to provide advisory servicesrelating to NeoRx platinum compound technology and such other evaluations andservices relative to new business and technology opportunities, premarketingassessments and general clinical and business strategies. Such services shallbe performed in conformance with professional standards for performing servicesof a similar kind.

 

4.                                       **Compensation**. During the term ofthis Agreement, NeoRx shall pay Consultant the sum of $300 per hour oncemonthly upon receipt of an Invoice for the services directed to the attentionof Accounts Payable at NeoRx. The Invoice shall provide the date and a briefdescription of the services rendered per day, and NeoRx shall provide paymentfor approved services within thirty days of receipt of such Invoice. Inaddition, NeoRx shall reimburse Consultant for actual and necessaryout-of-pocket expenses incurred, where such expenses are necessary and relatedto services rendered under this Agreement; such expenses should be billed inthe same Invoice submitted for services. Consultant’s fees for service(excluding reimbursement for expenses) are, however, subject to a maximum of$55,000 for services, which maximum cannot be exceeded without the priorwritten approval of NeoRx before such services are rendered. In the event ofearly termination as provided for in paragraph 2 hereof, Consultant shallinvoice (and NeoRx shall pay) for services and expenses incurred through thedate that notice is received. Consultant is responsible for the payment of allrequired payroll taxes, whether federal, state or local in nature, includingbut not limited to income taxes, Social Security taxes, Federal UnemploymentCompensation taxes, and any other fees, charges, licenses, or payments requiredby law.

 

5.                                       **Confidentiality**. All data,materials and information submitted or made available to Consultant by NeoRx orby any other person or entity at the direction of NeoRx, unless otherwisepublicly available, and all data, materials and information, and other workdeveloped by Consultant under this Agreement, shall be utilized by Consultantin connection with this Agreement only, shall be maintained in confidence andshall not be made available by Consultant to any other person or entity. Consultantwill ensure Consultant’s agents, employees, officers, and trustees are bound toconfidentiality of NeoRx data, materials and information to the same extentthat Consultant is bound under this Agreement.

 

6.                                       **Ownership**.

 

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

 

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

 

(b)                                 Consultanthereby assigns to NeoRx or its designee all of Consultant’s right, title andinterest in and to any Inventions, any patent applications relating thereto,and any patents granted thereon, and will execute any such formal Assignmentdocuments that NeoRx may request from time to time. Consultant shall disclosesuch Inventions to NeoRx promptly and in writing. When requested, and at NeoRx’sexpense, Consultant will assist NeoRx or NeoRx’s designee, in efforts toprotect NeoRx’s proprietary and patent rights to such Inventions.

 

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

 

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

 

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

 

7.                                       **Debarment**. Consultantrepresents and warrants that neither Consultant or Consultant’s employees, norany other person retained by Consultant to perform the services under thisAgreement (1) is under investigation by the FDA for debarment action or ispresently debarred pursuant to the Generic Drug Enforcement Act of 1992, asamended (21 U.S.C. Sec. 301, et seq), or (2) has a disqualificationhearing pending or has been disqualified by the FDA pursuant to 21 CFR Sec.312.70 or its successor provisions. In addition, Consultant represents andwarrants that Consultant has not engaged in any conduct or activity which couldlead to any of the above mentioned disqualification or debarment actions. Ifduring the term of this Agreement, Consultant or any person employed orretained by Consultant to perform the services under this Agreement (1) comesunder investigation by FDA for debarment action or disqualification, (2) isdebarred or disqualified, or (3) engages in any conduct or activity whichcould lead to any of the above-mentioned disqualification or debarment actions,Consultant shall immediately notify NeoRx. For the purposes of this section,reference to the FDA and the Generic Drug Enforcement Act shall also be deemeda reference to any other governmental or regulatory authorities havingjurisdiction over the subject matter of the services under this Agreement orany other laws and regulations application to such services.

 

8.                                       **Insider Trading**. Consultantacknowledges and understands that the purchase and sale of securities on thebasis of material nonpublic information, commonly referred to as “insideinformation”, or the selective disclosure of inside information to others whomay trade, is prohibited by federal and state laws. Consultant agrees to complywith all securities laws and regulations, and Consultant will not use anyinside information gained through Consultant’s relationship with NeoRx to tradein the securities of NeoRx or any other company to which the inside informationmay apply.

 

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

 

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

 

11.                                 **Assignment and Subcontract**. ThisAgreement may not be assigned or subcontracted by Consultant without theexpress written consent of NeoRx.

 

12.                                 **Advertisement**. Consultant may notuse the name NeoRx Corporation or any variation thereof for advertising orpublicity purposes without first obtaining the written consent of NeoRx.

 

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

 

14.                                 **No Presumption Against Drafter**. Forpurposes of this Agreement, the parties hereby waive any rule ofconstruction that requires that ambiguities in this Agreement be construedagainst the drafter.

 

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

 

16.                                 **Waiver**. A delay or failure byeither party to exercise any right under this Agreement will not constitute awaiver of that or any similar or future right.

 

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

 

18.                                 **Survival of Obligations**. The provisionsof paragraph 5, 6, 8, 13 and 16 shall survive termination or expiration of thisAgreement.

 

19.                                 **Entire Agreement**. This Agreementrepresents the entire understanding of the parties and may not be modifiedexcept by written agreement of the parties and supersedes all prior writtenand/or oral agreements.

 

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**NeoRx Corporation**

 
| By:                    | /s/Anna Lewak Wight             |   | /s/Alan B. Glassberg, M.D. |   |
|------------------------|---------------------------------|--------|----------------------------|--------|
| Anna  Lewak Wight      | Alan B. Glassberg, M.D.         |
| Vice  President, Legal |                            |
|                   |                            |
|                   | Social Security                 |
|                   | or Tax Identifier:  ###-##-#### |
|                   |                            |
| APPROVED               |                            |   |
| NEORX LEGAL            |                            |   |
| Date:                  | 6/28/2005                       |   |
| By:                    | ALW                             |   |
|                        |                                 |        |                            |        |  |  |  |

 

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