**Exhibit 10.23**

 

[*] Indicates that a portion ofthis exhibit has been omitted based on a request for confidential treatmentsubmitted to the Securities and Exchange Commission.  The omitted portion has been filed separately with theCommission.

 

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**ANORMED INC.**

 

**AND**

 

**NEORXCORPORATION**

 

 

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**LICENSE**

 

**AGREEMENT**

 

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**LICENSE**AGREEMENT

 

**TABLE OF CONTENTS**

 
| Article 1 DEFINITIONS.                                         |   |
|---------------------------------------------------------------------|--------|
|                                                                | 1.1    | Definitions. |   |
|                                                                | 1.2    | Other Definitions. |   |
|                                                                |   |   |   |
| Article 2  DEVELOPMENT PROGRAM.                                |   |
|                                                                | 2.1    | Development Program. |   |
|                                                                | 2.2    | AnorMED Assistance. |   |
|                                                                | 2.3    | Progress Reports. |   |
|                                                                | 2.4    | Committee; Committee  Meetings |   |
|                                                                |   |   |   |
| Article 3 GRANT  OF LICENSE.                                   |   |
|                                                                | 3.1    | Grant of License. |   |
|                                                                | 3.2    | Right to Grant  Sublicenses. |   |
|                                                                | 3.3    | Reservation of Rights. |   |
|                                                                | 3.4    | Transfer of Information. |   |
|                                                                |   |   |   |
| Article 4  COMMERCIALIZATION                                   |   |
|                                                                | 4.1    | Diligence in  Commercialization. |   |
|                                                                | 4.2    | Decision Not to  Commercialize. |   |
|                                                                |   |   |   |
| Article 5  SUPPLY OF LICENSED COMPOUNDS AND LICENSED PRODUCTS. |   |
|                                                                | 5.1    | Supply of AMD473. |   |
|                                                                | 5.2    | Supply of Licensed  Product. |   |
|                                                                | 5.3    | Delivery. |   |
|                                                                | 5.4    | Permits and Licenses. |   |
|                                                                |   |   |   |
| Article 6 LICENSE  FEES.                                       |   |
|                                                                | 6.1    | Additional Definitions. |   |
|                                                                | 6.2    | Initial License Fee. |   |
|                                                                | 6.3    | Milestone Payments. |   |
|                                                                | 6.4    | Form of Milestone  Payments. |   |
|                                                                | 6.5    | Notice of  Milestone and Payment. |   |
|                                                                | 6.6    | Nature of Payments. |   |
|                                                                |   |   |   |
| Article 7 ROYALTY  PAYMENTS.                                   |   |
|                                                                | 7.1    | ICR Agreement. |   |
|                                                                | 7.2    | Basic Royalty. |   |
|                                                                | 7.3    | Sublicensing Royalty. |   |
|                                                                | 7.4    | Third Party  License Fees and Royalties. |   |
|                                                                | 7.5    | Royalty Payments  Upon Termination. |   |
|                                                                |   |   |   |
| Article 8 PAYMENT  TERMS.                                      |   |
|                                                                | 8.1    | Invoices and Payments. |   |
|                                                                | 8.2    | Payment of Royalties. |   |
|                                                                | 8.3    | Currency of Payment. |   |
|                                                                | 8.4    | Currency Transfer  Restrictions. |   |
|                                                                | 8.5    | Taxes. |   |
|                                                                | 8.6    | Net Sales Reports. |   |
|                                                                | 8.7    | Accounts and Audit. |   |
|                                                                | 8.8    | Confidentiality of  Reports. |   |

 

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|                                                        | 8.9    | Interest.                                                  |   |
|-------------------------------------------------------------|--------|------------------------------------------------------------|--------|
|                                                        |   |                                                       |   |
| Article 9  INTELLECTUAL PROPERTY.                      |   |
|                                                        | 9.1    | Existing  Intellectual Property.                           |   |
|                                                        | 9.2    | Ownership of New  Inventions.                              |   |
|                                                        | 9.3    | Improvements                                               |   |
|                                                        | 9.4    | Trademarks.                                                |   |
|                                                        |   |                                                       |   |
| Article 10  PATENTS; PROSECUTION AND LITIGATION.       |   |
|                                                        | 10.1   | Prosecution of Patents.                                    |   |
|                                                        | 10.2   | Patent Review  and Recommendations.                        |   |
|                                                        | 10.3   | Patent Costs.                                              |   |
|                                                        | 10.4   | Right to Assume  Prosecution.                              |   |
|                                                        | 10.5   | Third Party  Claims of Infringement                        |   |
|                                                        | 10.6   | Infringement by  Third Parties.                            |   |
|                                                        | 10.7   | Cooperation; Costs  and Awards.                            |   |
|                                                        | 10.8   | Cooperation with  Other Licensees                          |   |
|                                                        | 10.9   | Interference  Proceedings.                                 |   |
|                                                        | 10.10  | Status of Proceedings.                                     |   |
|                                                        |   |                                                       |   |
| Article 11  CONFIDENTIALITY; PUBLICITY; PUBLICATIONS.  |   |
|                                                        | 11.1   | Obligation of  Confidentiality.                            |   |
|                                                        | 11.2   | Permitted Disclosures.                                     |   |
|                                                        | 11.3   | Disclosure with Consent                                    |   |
|                                                        | 11.4   | Ownership  of Confidential Information.                    |   |
|                                                        | 11.5   | Press Releases.                                            |   |
|                                                        | 11.6   | Publication.                                               |   |
|                                                        | 11.7   | Duration of Obligation                                     |   |
|                                                        |   |                                                       |   |
| Article 12  LEGAL AND REGULATORY.                      |   |
|                                                        | 12.1   | Compliance with Laws.                                      |   |
|                                                        | 12.2   | AMD473 Regulatory  Activities.                             |   |
|                                                        | 12.3   | Regulatory  Program Progress Reports.                      |   |
|                                                        | 12.4   | Safety.                                                    |   |
|                                                        | 12.5   | Recalls.                                                   |   |
|                                                        |   |                                                       |   |
| Article 13  REPRESENTATIONS, WARRANTIES AND COVENANTS. |   |
|                                                        | 13.1   | AnorMED’s  Representations, Warranties and Covenants. |   |
|                                                        | 13.2   | NeoRx’  Representations, Warranties and Covenants.    |   |
|                                                        | 13.3   | No Warranty.                                               |   |
|                                                        |   |                                                       |   |
| Article 14  TERM AND TERMINATION.                      |   |
|                                                        | 14.1   | Expiration.                                                |   |
|                                                        | 14.2   | Termination.                                               |   |
|                                                        | 14.3   | Termination by NeoRx.                                      |   |
|                                                        | 14.4   | Termination for Breach.                                    |   |
|                                                        | 14.5   | Termination on  Bankruptcy.                                |   |
|                                                        | 14.6   | Payments on Termination.                                   |   |
|                                                        | 14.7   | Inventory.                                                 |   |
|                                                        | 14.8   | Survival.                                                  |   |
|                                                        |   |                                                       |   |
| Article 15  INDEMNIFICATION.                           |   |
|                                                        | 15.1   | Indemnification of  AnorMED.                               |   |
|                                                        | 15.2   | Indemnification of  NeoRx.                                 |   |
|                                                        | 15.3   | Clinical Trials.                                           |   |
|                                                        | 15.4   | Unauthorized  Commerce Indemnity.                          |   |

 

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|                                                        | 15.5   | Indemnification  Procedure.     |   |
|-------------------------------------------------------------|--------|---------------------------------|--------|
|                                                        |   |                            |   |
| Article 16  REPRESENTATIONS AND WARRANTIES OF NEORX.   |   |
|                                                        | 16.1   | Representations and  Warranties |   |
|                                                        |   |                            |   |
| Article 17  REPRESENTATIONS AND WARRANTIES OF ANORMED. |   |
|                                                        | 17.1   | Representations and  Warranties |   |
|                                                        |   |                            |   |
| Article 18  REGISTRATION RIGHTS.                       |   |
|                                                        |   |                            |   |
| Article 19  MISCELLANEOUS.                             |   |
|                                                        | 19.1   | Assignment; Inurement.          |   |
|                                                        | 19.2   | Dispute Resolution.             |   |
|                                                        | 19.3   | Entire Agreement.               |   |
|                                                        | 19.4   | Force Majeure.                  |   |
|                                                        | 19.5   | Further Assurances.             |   |
|                                                        | 19.6   | Governing Law.                  |   |
|                                                        | 19.7   | Insurance.                      |   |
|                                                        | 19.8   | Notices.                        |   |
|                                                        | 19.9   | Change of Address.              |   |
|                                                        | 19.10  | Rights and Remedies.            |   |
|                                                        | 19.11  | Severability.                   |   |
|                                                        | 19.12  | Counterparts; Facsimile.        |   |

 

 

**EXHIBITS**

 
| Exhibit A |   | AnorMED Patents     |
|-----------|--------|---------------------|
|      |   |                |
| Exhibit B |   | Development Program |
|      |   |                |
| Exhibit C |   | Evaluation Process  |
|      |   |                |
| Exhibit D |   | Press Release       |

 

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**LICENSE**AGREEMENT

** **

THIS LICENSE AGREEMENT(this “**Agreement**”)is entered into as of                   ,2004 (the “**Effective Date**”) by and among **ANORMED INC.**(“**AnorMED**”),a corporation organized and existing under the laws of Canadaand having an office at #200 - 20353 64th Ave, Langley, BC Canada V2Y 1N5 and **NEORXCORPORATION**(“**NeoRx**”), a corporation organized andexisting under the laws of the State of Washington, United States of America,and having an office at 300 Elliott Avenue West, Suite 500, Seattle,Washington, USA 98119-4114.

 

**RECITALS**

 

WHEREAS:

 

A.                                   Effective November 15, 1989, The Institute of Cancer Research:Royal Cancer Hospital and Johnson-Matthey PLC entered into a CollaborationAgreement, as amended effective as of February 25, 1998 and March 24,1998 (collectively, the “**ICR Agreement**”);

 

B.                                     Effective June 28, 1996, all rights and obligations of JohnsonMatthey PLC under the ICR Agreement with respect to a drug compound known asAMD473, including, without limitation, the exclusive right to develop andcommercialize AMD473, were assigned to AnorMED;

 

C.                                     From its own independent research program and the research conductedunder the ICR Agreement, AnorMED has valuable patent rights, technical data andinformation relating to AMD473 and analogs or derivatives or backup compoundsof AMD473; and

 

D.                                    NeoRx desires to acquire from AnorMED a license to develop,manufacture and commercialize products incorporating AMD473 and/or its analogs,derivatives and backup compounds, upon the terms and conditions set forthherein.

 

NOW, THEREFORE, for and in consideration of the mutual covenants, rights and obligations contained in this Agreement andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties agree as follows:

 

# **Article 1 DEFINITIONS.**

 

## **1.1**                               Definitions.

 

In this Agreement, the following words willhave the meanings set out below:

 

### (a)                                  “**Affiliate**” shall mean, with respect to anyPerson, any Person directly or indirectly controlled by, controlling or undercommon control with such Person.  Forthe purposes of this definition, except as otherwise expressly set out in thisAgreement, “**control**” shall mean direct or indirect beneficial ownership of[*] interest in the income of such Person or suchother relationship as, in fact, constitutes actual control;

 

### (b)                                 “**AMD473**” shall mean the compound having thechemical name [SP-4-3]-amminedichloro(2-methylpyridine)platinum(II);

 

### (c)                                  “**AnorMED Know-How**” shall mean all Know-Howthat is or becomes owned and/or controlled by AnorMED as at the Effective Dateand/or during the Term that relates to a Licensed Compound or a LicensedProduct and that is necessary to make, have made, use,sell, offer for sale or import the Licensed Compound or the Licensed Product in the Territory in the Field;

 

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### (d)                                 “**AnorMED Patents**” shall mean:

 

#### (i)                                     the Patents identified in **Exhibit A** attached to thisAgreement,

 

#### (ii)                                  any Patents that claim any patentableimprovements to the Patents identified in **Exhibit A** attached to this Agreement madeby the parties during the Term, whether jointly or solely by a party, and

 

#### (iii)                               any Patents that AnorMED owns or otherwisecontrols during the Term that relates to a Licensed Compound or a LicensedProduct and that is necessary to make, have made, use,sell, offer for sale or import the Licensed Compound or the Licensed Product in the Territory in the Field, to the extent that AnorMED possesses the ability to grant access, alicense or a sublicense (as applicable) without violating the terms of anywritten agreement with a Third Party;

 

### (e)                                  “**Business Day**” shall mean any day other thana day which is a Saturday, Sunday or a statutory holiday in the Province ofBritish Columbia, Canada or the State of Washington, USA;

 

### (f)                                    “**Competition**” shall mean, in respect of aparticular country in the Territory, sales of any finished drug product (otherthan a Licensed Product) containing AMD473 or any analogues or derivatives orbackup compounds of AMD473, the making, having made,using, selling, offering for sale or importing of which would infringe a ValidClaim of one or more of the AnorMED Patents in such country, where such salesare [*] of the unit sales volume of a Licensed Product in such country;

 

### (g)                                 “**Confidential Information**” shall mean allinformation, data and records, whether written or oral, which is obtained by areceiving party (AnorMED or NeoRx, as the case may be) from a disclosing party(AnorMED or NeoRx, as the case may be). Information shall not be considered “**Confidential Information**” tothe extent that when considered as a whole and in the context disclosed, theinformation:

 

#### (i)                                     is in the public domain at the time ofdisclosure,

 

#### (ii)                                  subsequently becomes part of the public domainthrough no act or fault of the receiving party or its agents or employees,

 

#### (iii)                               can be demonstrated by the receiving party’swritten records to have been known or otherwise available to the receivingparty prior to the disclosure by the disclosing party,

 

#### (iv)                              can be demonstrated by the receiving party’swritten records to have been subsequently provided to the receiving party,without restriction, by a Third Party who has the right to make suchdisclosure,

 

#### (v)                                 is subsequently and independently developed byemployees of the receiving party or Affiliates (for this purpose, “control” inthe definition of Affiliate shall mean direct or indirect beneficial ownershipof [*] interest in the income of a Person or suchother relationship as, in fact, constitutes actual control) of the receivingparty who had no knowledge of the information disclosed, as demonstrated by thereceiving party’s written records, or

 

#### (vi)                              is required to be disclosed by law orgovernment regulation(s), provided that the receiving party gives the disclosingparty prompt notice of the required disclosure in order to allow the disclosingparty to seek protective treatment.

 

A combination of features will not be deemedwithin the foregoing exceptions merely because individual features are in thepublic domain or in the possession of the receiving party unless thecombination itself is in the public domain or in the possession of thereceiving party;

 

### (h)                                 “**Current Market Price**” shall have themeaning set out in Subsection 6.1(b);

 

### (i)                                     “**Development Program**” shall have the meaningset out in Section 2.1;

 

### (j)                                     “**FDA**” shall mean the United States Food andDrug Administration or any successor agency thereof;

 

### (k)                                  “**Field**” shall mean the use of a LicensedCompound or a Licensed Product for the diagnosis,prevention and/or treatment of anyhuman disease;

 

### (l)                                     “**First Commercial Sale**” shall mean the first sale of a LicensedProduct by NeoRx or an Affiliate or a sublicensee of NeoRx in a country in theTerritory following the receipt or issuance of Regulatory

 

2

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### Approvalfor the Licensed Product in that country or, if no such Regulatory Approval orsimilar marketing approval is required, the date upon which the LicensedProduct is first commercially launched in such country.  For the purposes of the definition of “FirstCommercial Sale”, “**control**” in the definition of Affiliate shall mean direct orindirect beneficial ownership of [*]interest in the income of a Person or such other relationship as, in fact,constitutes actual control;

 

### (m)                               “**GAAP**” or “**generally accepted accounting principles**”shall mean the conventions, rules and procedures that define accountingpractices as established, and revised or amended, by the Financial AccountingStandards Board;

 

### (n)                                 “**ICR**” shall mean The Institute of CancerResearch: Royal Cancer Hospital, London, United Kingdom;

 

### (o)                                 “**ICR Agreement**” means the [*];

 

### (p)                                 “**IND**” shall mean an Investigational New DrugExemption under 21 C.F.R. 355(i) pursuant to the rules and policies of the FDA and such equivalent regulations or standards of countries outsidethe United States as may be applicable to the activities conducted hereunder;

 

### (q)                                 “**Intellectual Property**” shall mean anydiscoveries, improvements, patents, patent applications, copyrights, copyrightapplications, industrial designs, industrial design applications, mask works,trademarks, trademark applications and trade secrets;

 

### (r)                                    “**Know-How**” shall mean any and all data,results, instructions, processes, formulae, trade secrets, expert opinions, regulatorysubmissions and other information (in written or other tangible form)including, without limitation, any chemical, pharmacological, toxicological,pre-clinical, clinical, assay, control and manufacturing data, biologicalmaterials, manufacturing or related technology, analytical methodology,chemical and quality control procedures, protocols, techniques, improvements,results and reports of experimentation and testing;

 

### (s)                                  “**Licensed Compound**” shall mean AMD473, andany analogues or derivatives or backup compounds of AMD473, the making, having made, using, selling, offering for sale orimporting of which would, but for the license granted herein, infringe a ValidClaim of one or more of the AnorMED Patents;

 

### (t)                                    “**Licensed Product**”  shall mean any pharmaceutical compositions approved asa drug in the Territory in dosage form in any formulation that contains aLicensed Compound as an active ingredient and that are packaged and labelledfor sale to the ultimate customer for use in the Field;

 

### (u)                                 “**NDA**” means a complete New Drug Application and all supplementsthereto filed with the FDA including all documents, data, and other informationconcerning a Licensed Product which are necessary for, or included in, FDAapproval to market such Licensed Product as more fully defined in 21 C.F.R.§ 314.5 *et seq*and such equivalent regulations or standards ofcountries outside the United States as may be applicable to activitiesanticipated hereunder;

 

### (v)                                 “**Net Sales**” shall mean the [*] price forLicensed Product sold or otherwise transferred to endusers of the Licensed Product,less:

 

#### (i)                                     credits or allowances, if any, given or madefor [*] on account of or in relation to the invoiced sales price of LicensedProducts

 

#### (ii)                                  if actually allowed or given [*] on account ofor in relation to the invoiced sales price of Licensed Products,

 

#### (iii)                               [*] related to or based upon sales of LicensedProducts [*], and

 

#### (iv)                              [*], if any, incurred on account of or inrelation to the invoiced sales price of Licensed Products.

 

Any Licensed Product sold or otherwise transferred [*] shall be deemed invoicedat its fair market price in such country of sale or transfer.

 

“Net Sales” shall not include any amount for:

 

#### (v)                                 [*],and

 

#### (vi)                              [*].

 

3

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For the purposes of the definition of “Net Sales”, “**control**”in the definition of Affiliate shall mean direct or indirect beneficialownership of [*] interest in theincome of a Person or such other relationship as, in fact, constitutes actualcontrol;

 

### (w)                               “**Patent**” shall mean:

 

#### (i)                                     any issued patent or patent application,

 

#### (ii)                                  all continuations and continuations-in-partapplications to the issued patent or patent application set out in Paragraph(i) (solely to the extent such continuations-in-part applications containsubject matter on which claims issuing obtain the benefit of a priority date ofany patent or patent application set out in Paragraph (i)),

 

#### (iii)                               all divisions, patents of addition, reissues,renewals and extensions of any of the patent, patent application, continuationsand continuations-in-part applications set out in Paragraphs (i) and (ii), and

 

#### (iv)                              all foreign counterparts of any of theforegoing (including, without limitation, European Supplementary ProtectionCertificates or its equivalent);

 

### (x)                                   “**Person**” shall mean and include anyindividual, corporation, partnership, firm, joint venture, syndicate,association, trust, government body and any other form of entity ororganization;

 

### (y)                                 “**Phase II**”****shallmean that portion of the FDA submission and approval process which provides forthe initial trials of a Licensed Compound and/or Licensed Product on a limitednumber of patients for the purposes of determining dose and evaluating safetyand efficacy in the proposed therapeutic indication as more fully defined in 21C.F.R. § 312.21(b), and such equivalent regulations or standards ofcountries outside the United States as may be applicable to activitiesconducted hereunder;

 

### (z)                                   “**Phase III**”****shallmean that portion of the FDA submission and approval process which provides forcontinued trials of a Licensed Compound and/or Licensed Product on sufficientnumbers of patients to establish the safety and efficacy of a Licensed Compoundand/or Licensed Product and generate, if required, pharmacoeconomics data tosupport regulatory approval in the proposed therapeutic indication as morefully defined in 21 C.F.R. § 312.21(c), and such equivalent regulations orstandards of countries outside the United States as may be applicable to activitiesconducted hereunder;

 

### (aa)                            “**Prime Rate**” shall mean therate of interest that the Royal Bank of Canada has announced as the prime rate as the reference rate to determine interest payable on commercialloans to its most creditworthy customers on the last Business Day of the calendar quarterimmediately preceding the date of the amount due under the Agreement;

 

### (bb)                          “**Recall**” shall mean:

 

#### (i)                                     any action to recover possession of anyLicensed Product shipped to Third Parties (for this purpose, the definition ofThird Parties shall not include any Affiliate, where “control” in thedefinition of Affiliate shall mean direct or indirect beneficial ownership of [*] interest in the income of a Person or such other relationship as, infact, constitutes actual control); or

 

#### (ii)                                  any action by the FDA or any other applicablegovernmental or regulatory agency in any jurisdiction, to detain or destroyquantities of any Licensed Product intended for commercial sale or distributionof such Licensed Product or to prevent release of such Licensed Product forcommercial sale or distribution.

 

“**Recalled**” and “**Recalling**” shall havecomparable meanings;

 

### (cc)                            “**Regulatory Approval**” shall mean any and allapprovals (including pricing and reimbursement approvals), licenses,registrations or authorizations of any federal, state, provincial or localregulatory agency, department, bureau or other governmental entity, necessaryfor the commercial manufacture, use, storage, import, transport, marketing, andsale or distribution of a Licensed Product in a country or regulatoryjurisdiction in the Territory in the Field;

 

### (dd)                          “**SublicensingMilestone Revenue**” shallmean all revenues (including profits on the commercialmanufacture by NeoRx or its Affiliates of Licensed Compounds and LicensedProducts), receipts, monies,

 

4

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### milestonepayments and research fees (in respect of research fees, only to the extentthat same are in excess of reimbursement for the direct costs and indirectcosts of research and development or pursuit of Regulatory Approval undertakenby NeoRx or its Affiliates pursuant to a written research or development plan),payments (including amounts received from the sale of shares in the capitalstock of NeoRx in excess of the Current Market Value for such shares), licensefees and the fair market value of all other consideration collected or receivedby NeoRx or its Affiliates whether by way of cash, or credit or any barter,benefit, advantage, or concession relating to any sublicense agreementsrelating to any Valid Claims which form a part of the AnorMED Patents licensedto NeoRx under Section 3.1, the AnorMED Know-how licensed to NeoRx underSection 3.1, or otherwise to any Licensed Products.  For the purposes of the definition of “SublicensingMilestone Revenue”, the term “indirect costs” shall mean costs incurred for thebenefit of the Development Program or the commercialization of a LicensedProduct, excluding directly identified costs (direct costs), and includingfacility rental costs; utilities costs; laboratory and manufacturing equipmentdepreciation; and salaries, vacation pay, sick leave pay, health insurancepremiums, FICA taxes (or their equivalent) and pension costs for employees, butonly to the extent that such employees’ work benefits the Development Programor the commercialization of a Licensed Product.  For theavoidance of doubt:

 

#### (i)                                     milestone payments collectedor received by NeoRx or its Affiliates for reaching an annual, cumulative or otherwise measured sales-relatedmilestone criteria shall be included in the calculation of SublicensingMilestones Revenue and not Sublicensing Sales Revenue,and

 

#### (ii)                                  SublicensingMilestone Revenue shall exclude all Sublicensing Sales Revenue.

 

For the purposes of the definition of “Sublicensing Milestone Revenue”, “**control**” in the definition of Affiliate shall mean direct orindirect beneficial ownership of [*]interest in the income of a Person or such other relationship as, in fact,constitutes actual control.  In the event of any dispute regarding whetherany cash, or credit or any barter, benefit, advantage, or concession should beincluded in Sublicensing Milestone Revenue, or the fair market value of anyconsideration collected or received by NeoRx or its Affiliates by way of creditor any barter, benefit, advantage, or concession, such dispute shall beresolved pursuant to Section 19.2;

 

### (ee)                            “**SublicensingSales Revenue**” shallmean all revenues, receipts, monies, payments androyalties collected or received by NeoRx or its Affiliates whether by way ofcash, or credit or any barter, benefit, advantage, or concession calculated asa percentage of Net Sales of Licensed Products by sublicensees of NeoRx orNeoRx’ Affiliates.  For the purposes ofthe definition of “Sublicensing SalesRevenue”, “**control**” in the definition of Affiliateshall mean direct or indirect beneficial ownership of [*] interest in the income of a Person or such other relationshipas, in fact, constitutes actual control. In the event of any disputeregarding whether any cash, or credit or any barter, benefit, advantage, orconcession should be included in Sublicensing Sales Revenue, or the fair marketvalue of any consideration collected or received by NeoRx or its Affiliates byway of credit or any barter, benefit, advantage, or concession, such disputeshall be resolved pursuant to Section 19.2;

 

### (ff)                                “**Term**” shall have the meaning set forth inSection 14.1;

 

### (gg)                          “**Territory**” shall mean world-wide, exceptJapan;

 

### (hh)                          “**Third Party**” shall mean any Person other thanNeoRx, AnorMED or their respective Affiliates; and

 

### (ii)                                  “**Valid Claim**” shall mean, with respect toeach country in the Territory:

 

#### (i)                                     a claim of a pending patent application,provided that the patent application has not been pending for longer than [*]after the date from which such application claims priority, and

 

#### (ii)                                  a claim of an issued, unexpired patent or aclaim of an issued, unexpired patent term extended by the EuropeanSupplementary Protection Certificate(s) or its equivalent,

 

that has not been:

 

#### (iii)                               permanently revoked, held invalid, unpatentableor unenforceable by a final decision of a court or governmental agency ofcompetent jurisdiction, which decision is unappealable or was not appealedwithin the time allowed therefor, or

 

5

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#### (iv)                              admitted in writing to be invalid orunenforceable by the holder(s) by reissue, disclaimer or otherwise.

 

## **1.2**                               OtherDefinitions.

 

Any words defined elsewhere in this Agreement shall have the particularmeaning assigned to the words thereto.

 

# **Article 2 DEVELOPMENTPROGRAM.**

 

## **2.1**                               DevelopmentProgram.

 

NeoRx, at its cost and expense, in its commercially reasonablediscretion, shall conduct research and development to evaluate the use of theLicensed Compound and/or the Licensed Product (the “**Development Program**”),including but not limited to human clinical studies through to NDA approval forthe Licensed Compound and/or the Licensed Product, including the clinicalstudies set out in **Exhibit B**.

 

## **2.2**                               AnorMEDAssistance.

 

### (a)                                  AnorMED, at NeoRx’ written request, shallprovide to NeoRx, for a period of [*] commencing on the Effective Date,reasonable technical assistance of up to [*] located at AnorMED’s Langleyfacilities to assist NeoRx in the transfer to NeoRx oftechnical information relating to the AnorMED Patents and AnorMED Know-How licensed to NeoRx under thisAgreement.

 

### (b)                                 Following the expiration of [*] after theEffective Date or if NeoRx’ requirements for additional reasonable technicalassistance during the first six (6) months exceed one half of one FTE, AnorMEDwill provide, upon written request from NeoRx, additional reasonable technicalassistance of up to [*] located at AnorMED’s Langley facilities, which AnorMEDwill charge to NeoRx at the rate of [*] per FTE, to:

 

#### (i)                                     participate with and, at NeoRx’ writtenrequest, advise NeoRx in carrying out the Development Program; and

 

#### (ii)                                  assist NeoRx, at NeoRx’ written request, indetermining its requirements of Licensed Compound and other materials for the DevelopmentProgram.

 

## **2.3**                               ProgressReports.

## ** **

### (a)                                  NeoRx shall keep AnorMED informed of theprogress of the development and commercialization ofthe Licensed Compounds and/or the Licensed Products, and NeoRx shall provide to AnorMED, on acalendar quarterly basis, a written report updating AnorMED on NeoRx’ progressthereon during the past calendar quarter.

 

### (b)                                 Inthe event that AnorMED grants licenses to Third Parties under the AnorMEDPatents outside the Territory, AnorMED shall provide to NeoRx, on a calendar quarterly basis or as soon aspracticable after receipt from such Third Parties, written reports setting outthe information provided by such Third Party licensees on their progress in thedevelopment and commercialization of the LicensedCompounds and/or the Licensed Products during the past calendar quarter.

 

### (c)                                  The written reports provided under thissection shall include [*].

 

### (d)                                 Notwithstandingthe reporting requirements set out herein, each party agrees to use reasonableefforts to provide to the other party during the Term prompt written notice ofmaterial events in the development and commercialization of the LicensedCompounds and Licensed Products.

 

## **2.4**                               Committee; Committee Meetings

 

Theparties shall establish a committee composed of an equal number ofrepresentatives, [*] for the purposeof communication between the parties regarding the progress of development andcommercialization activities with respect to Licensed Products.  Such committee shall meet [*], either in person or by teleconference,at such time and location as may be mutually agreed by the parties and providethe parties with a forum to update each other regarding:

 

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### (a)                                  [*]

 

### (b)                                 [*] and

 

### (c)                                  [*].

 

Neitherparty will be obligated under this Section 2.4 to disclose itsConfidential Information if such Confidential Information is not directlyrelevant to the license granted to NeoRx under Article 3 of thisAgreement.  In no event are thecommunications between the parties intended to abrogate the parties’ discretionand independence in conducting their business activities.

 

# **Article 3 GRANT OFLICENSE.**

 

## **3.1**                               Grantof License.

 

Subject to the terms and conditions in this Agreement, AnorMED herebygrants to NeoRx an exclusive, royalty-bearing license, with the right to grantsublicenses, under the AnorMED Patents and the AnorMED Know-How to research,develop, make, have made, use, have used, sell, have sold, offer for sale,import and export the Licensed Compound and/or the Licensed Product in theField in the Territory for the Term.

 

## **3.2**                               Right to Grant Sublicenses.

 

### (a)                                  NeoRx shall have the right to grant sublicensesof the license under Section 3.1 to any Person, without the consent ofAnorMED, provided that where NeoRx grants a sublicense to its Affiliates, the obligations and liabilities of such Affiliates and NeoRx underthis Agreement shall be joint and several and AnorMED shall not be obliged toseek recourse against an Affiliate before enforcing its rights againstNeoRx.  For greater certainty it ishereby confirmed that any default or breach by an Affiliate of NeoRx of anyterm of this Agreement will also constitute a default by NeoRx under thisAgreement.

 

### (b)                                 NeoRxshall furnish to AnorMED a copy of each sublicense agreement entered intohereunder within 30 days after execution thereof, provided that such copy maybe redacted to exclude provisions relating to any drugs or products that arenot Licensed Compounds or Licensed Products, but which shall include allprovisions required to confirm compliance with this Agreement, including thecalculation of royalties and the conduct of audits hereunder.  All sublicense agreements furnished toAnorMED hereunder shall be deemed to be the Confidential Information of NeoRxand shall be subject to AnorMED’s obligation of confidentiality underArticle 11, and for the purpose of such obligation, [*].

 

### (c)                                  NeoRxshall include in each sublicense agreement (including any sublicense granted toan Affiliate) covenants by the sublicensee that are consistent with the termsand conditions set out in this Agreement and that upon termination of thisAgreement, such sublicense agreement shall be automatically converted to adirect license from AnorMED.

 

## **3.3**                               Reservation of Rights.

 

AnorMEDhereby reserves the right to use and license the AnorMED Patents and AnorMEDKnow-How:

 

### (a)                                  fornon-commercial research and testing in the Territory;

 

### (b)                                 tomake or have made Licensed Compound or Licensed Product in the Territory foruse outside of the Territory; and

 

### (c)                                  forany and all uses outside of the Territory.

 

### In connectionwith Subsection 3.3(b) above, where AnorMED or any of its Affiliatesdesire to contract with a Third Party (other than AnorMED’s licensees outsidethe Territory) for the manufacture of Licensed Compound and/or Licensed Productfor use outside the Territory, NeoRx shall have a right of first negotiation tomanufacture Licensed Compound and/or Licensed Product for AnorMED for useoutside the Territory in which case the transfer price to be charged by NeoRxfor the supply of Licensed Compound and/or Licensed Product will be [*].

 

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## **3.4**                               Transfer of Information.

 

Afterthe Effective Date, AnorMED shall promptly deliver to NeoRx copies of the AnorMED Know-How, in written or other tangibleform, together with assistance in connection therewith in accordance withSection 2.2.

 

# **Article 4 COMMERCIALIZATION**

 

## **4.1**                               Diligence in Commercialization.

 

### (a)                                  In the event that the clinical studiesconducted by NeoRx under this Agreement demonstrate the requisite safety andefficacy reasonably required for commercialization of a Licensed Product, NeoRxshall, at its sole cost and expense, utilize commercially reasonable effortsand sound and reasonable business practice and judgment in developing and promoting, marketing, selling and otherwise commercializing the Licensed Product in theField in the Territory, including obtaining the appropriate RegulatoryApprovals therefor, to meet or cause to be met themarket demand for the Licensed Products.

 

### (b)                                 NeoRx agrees that it will utilize sound andreasonable business practice and judgment in determining the countries in theTerritory in which it desires to sell the Licensed Product and it will usecommercially reasonable efforts to achieve the First Commercial Sale of theLicensed Product in such countries [*] after obtaining Regulatory Approval forthe sale of the Licensed Product in such countries, in accordance with thenormal practices and standards established by NeoRx or its marketing partner orsublicensee for such country, as the case may be.

 

### (c)                                  For the purposes of Subsection 4.1(b),NeoRx or its marketing partner or sublicensee, as the case may be, shall not bein breach of its obligations under Subsection 4.1(b) during any particularperiod during the Term where it determines utilizing sound and reasonablebusiness practice and judgment that a decision of a relevant governmentalauthority in a country relating to the price or reimbursement for a LicensedProduct renders the commercial sale of the Licensed Product commerciallyunviable in the country during such period.

 

## **4.2**                               Decision Not to Commercialize.

 

### (a)                                  If NeoRx, in its sole discretion, at any timeduring the Term determines for any reason not to proceed with thecommercialization of a Licensed Product in a particular country in theTerritory, NeoRx agrees to promptly disclose any such determination to AnorMED.

 

### (b)                                 In the event that NeoRx determines that it willnot commercialize a Licensed Product in one or more of the following majorcountries or jurisdictions in the Territory: [*]

 

NeoRx shall provide written notice of thedetermination to AnorMED, and such notice shall be deemed to be notice underSection 14.3 that NeoRx desires to terminate the license granted to NeoRxunder Section 3.1 in respect of the Licensed Compound and the LicensedProduct in those countries or jurisdictions. In such event, the Territory shall be deemed to be reduced in scope toexclude from the Territory the country specified in the notice.  Upon the expiration of the notice period setout in Section 14.3, the specified country or jurisdiction shall beexcluded from the Territory and NeoRx’ rights and obligations in respect of theexcluded country or jurisdiction shall be governed by Subsection 14.3(d).

 

# **Article 5 SUPPLY OFLICENSED COMPOUNDS AND LICENSED PRODUCTS.**

 

## **5.1**                               Supplyof AMD473.

 

In consideration of the initial license fees paid by NeoRx to AnorMEDunder Section 6.2 prior to commercialization of a Licensed Product,AnorMED agrees to supply to NeoRx [*] such quantities of AMD473 as AnorMED hason hand in its inventories as of the Effective Date.  NeoRx shall be responsible for paying all [*] that may apply tothe supply of AMD473 hereunder, and if any such amounts are paid by AnorMED,NeoRx shall promptly reimburse AnorMED for any such amounts upon request.  The foregoing shall be AnorMED’s soleobligation to NeoRx with respect to the supply of any quantity of AMD473 or anyother Licensed Compound.

 

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## **5.2**                               Supply of Licensed Product.

 

Except for the manufacture of [*], NeoRx shall be responsible for themanufacture and processing of all developmental and commercial supplies of allLicensed Products in the Field in the Territory, at its cost and expense.

 

## **5.3**                               Delivery.

 

### (a)                                  AnorMED shall deliver any AMD473 to be suppliedhereunder to NeoRx-designated facilities, at NeoRx’ sole cost and expense,F.C.A. in accordance with the shipping specifications therefor.  In the absence of written and timelytransport carrier and/or delivery instructions from NeoRx, AnorMED shall havethe right to make commercially reasonable arrangements therefor.

 

### (b)                                 Title to and risk of loss for all AMD473delivered hereunder shall pass to NeoRx upon transfer to a common carrier underSubsection 5.3(a).

 

## **5.4**                               Permitsand Licenses.

 

### (a)                                  AnorMED shall be responsible for obtaining allnecessary import and/or export licenses or permits (if applicable) for thesupply of AMD473 under Section 5.1. NeoRx shall be responsible for the payment of [*], etc., in connectionwith such supply and delivery to NeoRx of AMD473.

 

### (b)                                 Except as otherwise provided inSubsection 5.4(a), NeoRx shall be responsible for obtaining all necessaryimport and/or export licenses or permits (if applicable) and for the payment of[*] in connection with the supply and delivery to NeoRx of all developmentaland commercial supplies of all Licensed Compounds and/or Licensed Products.

 

# **Article 6 LICENSE FEES.**

 

## **6.1**                               Additional Definitions.

 

For the purposes of this Agreement:

 

### (a)                                  “**Common Shares**” means common shares in thecapital stock of NeoRx;

 

### (b)                                 “**Current Market Price**” of the Common Shareson any date means [*], provided that if the Common Shares are not listed on anystock exchange, the “Current Market Price” shall be determined by agreementbetween the board of directors of AnorMED and the board of directors of NeoRx,acting in good faith;

 

### (c)                                  “**Daily Closing Price**” for each Trading Dayshall mean the last reported sales price for sales of Common Shares on NASDAQon which such shares are listed and posted for trading; and

 

### (d)                                 “**Trading Day**” shall mean any day on whichNASDAQ is open for business and on which Common Shares have been traded.

 

## **6.2**                               InitialLicense Fee.

 

NeoRx shall pay to AnorMED, an initial license fee of US$2,000,000,payable as follows:

 

### (a)                                  upon execution of this Agreement, US$1,000,000 in cash by bank transfer to the co-ordinates given byAnorMED to NeoRx; and

 

### (b)                                 within five (5) Business Days after executionof this Agreement, US$1,000,000 in unregistered Common Shares, where the numberof Common Shares payable is determined by dividing US$1,000,000 by theCurrent Market Price of a Common Share as of the Effective Date anddisregarding any remaining fractional Common Share.

 

## **6.3**                               MilestonePayments.

 

Inconsideration of the license granted under Article 3, NeoRx shall pay to AnorMED the following milestone payments upon the first occurrence of eachof the development and commercialization milestones set forth below:

 

### (a)                                  [*] upon [*];

 

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### (b)                                 [*] upon [*];

 

### (c)                                  [*] upon [*];

 

### (d)                                 [*] upon [*]; and

 

### (e)                                  [*] upon [*].

 

For thepurposes of this Section 6.3, “**control**” in the definition of Affiliateshall mean direct or indirect beneficial ownership of [*] interest in the income of a Person or such other relationshipas, in fact, constitutes actual control.

 

## **6.4**                               Form of Milestone Payments.

 

### (a)                                  Eachmilestone payment to be made by NeoRx under Subsections 6.3(a) and 6.3(b) shallbe made, in NeoRx’ sole discretion, either:

 

#### (i)                                     incash, by bank transfer to the co-ordinates given by AnorMED to NeoRx; or

 

#### (ii)                                  in acombination of:

 

##### (A)                              cash,payable as set out above, and

 

##### (B)                                theissuance of the number of Common Shares having a value equivalent to the amountto be paid in Common Shares determined by dividing such amount by the CurrentMarket Price of a Common Share as of the date of achievement of the applicablemilestone and disregarding any remaining fractional Common Share,

 

provided that a minimum of [*] set out in Subsections6.3(a) and 6.3(b), as applicable, shall be paid in cash.

 

### (b)                                 Eachmilestone payment to be made by NeoRx under Subsections 6.3(c), 6.3(d) and6.3(e) shall be made in cash, by certified cheque payable to the order ofAnorMED or by bank transfer to the co-ordinates given by AnorMED to NeoRx.

 

## **6.5**                               Notice of Milestone and Payment.

 

Foreach milestone payment to be made by NeoRx under Section 6.3:

 

### (a)                                  NeoRxshall provide prompt written notice to AnorMED of the achievement of themilestone setting out the milestone achieved and whether the milestone paymentwill be made in cash or in Common Shares*;*

 

### (b)                                 ifrequired by the parties, AnorMED will provide a written invoice to NeoRx forthe applicable milestone payment; and

 

### (c)                                  notwithstandingthe terms of any invoice provided under Subsection 6.5(b), NeoRx shallprovide to AnorMED the full amount of the milestone payment, whether in cashand/or Common Shares, [*] after the achievement of the milestone.

 

## **6.6**                               Natureof Payments.

 

The payments set forth in Sections 6.2 and 6.3 shall be non-refundableand shall not be creditable against royalties payable by NeoRx to AnorMEDpursuant to Article 7.

 

# **Article 7 ROYALTYPAYMENTS.**

 

## **7.1**                               ICRAgreement.

 

AnorMEDagrees that it shall pay all royalties arising from NeoRx’ activities underthis Agreement that are or will be due and payable to Third Parties arisingfrom any and all agreements entered into by AnorMED prior to the EffectiveDate, including, without limitation, the ICR Agreement.

 

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## **7.2**                               BasicRoyalty.

 

Inconsideration of the license granted under Article 3, NeoRx shall pay toAnorMED, withoutduplication, in respect of each Licensed Product:

 

### (a)                                  in each country in the Territory where the Licensed Product sold iscovered by one or more Valid Claims [*];and

 

### (b)                                 in each country in the Territory where theLicensed Product sold is covered by one or more Valid Claims [*]; and

 

### (c)                                  in each country in the Territory where theLicensed Product sold is covered by one or more Valid Claims [*]; and

 

### (d)                                 in each country in the Territory where there isno Valid Claim [*];

 

### in each of Subsections 7.2(a), 7.2(b), 7.2(c)and 7.2(d), until the later of either:

 

### (e)                                  the date of expiration of the last Valid Claimwithin the AnorMED Patents covering the Licensed Product in the country ofmanufacture or sale, as applicable; or

 

### (f)                                    the expiration of [*] after First CommercialSale of such Licensed Product in the country of sale.

 

For thepurposes of this Section 7.2, “**control**” in the definition of Affiliateshall mean direct or indirect beneficial ownership of [*] in the income of a Person or such other relationship as, infact, constitutes actual control.   Forpurposes of clarification, no multiple royalties shall be due or payable underthis Section 7.2 because the sale or manufacture of any Licensed Productis or shall be covered by more than one Valid Claim within the AnorMED Patents in the country ofmanufacture and/or the country of sale.

 

## **7.3**                               Sublicensing Royalty.

 

Inconsideration of the license granted under Article 3, NeoRx shall pay toAnorMED, withoutduplication, in respect of any Licensed Compound and/orLicensed Product:

 

### (a)                                  a royalty of [*] of Sublicensing MilestoneRevenue collected or received; and

 

### (b)                                 a royalty of [*] of Sublicensing Sales Revenuecollected or received, provided that the payment set out in thisSubsection 7.3(b) shall be subject to an minimum calendar quarterlypayment equal to the cumulative sum of:

 

#### (i)                                     in each country in the Territory where a Licensed Product sold iscovered by one or more Valid Claims [*];and

 

#### (ii)                                  in each country in the Territory where theLicensed Product sold is covered by one or more Valid Claims [*]; and

 

#### (iii)                               in each country in the Territory where theLicensed Product sold is covered by one or more Valid Claims [*]; and

 

#### (iv)                              in each country in the Territory where there isno Valid Claim [*];

 

#### ineach of Subsections 7.3(a) and 7.3(b), until the later of either:

 

### (c)                                  the date of expiration of the last Valid Claimwithin the AnorMED Patents covering the Licensed Product in the country ofmanufacture or sale, as applicable; or

 

### (d)                                 the expiration of [*] after First CommercialSale of such Licensed Product in the country of sale.

 

For thepurposes of this Section 7.3, “**control**” in the definition of Affiliateshall mean direct or indirect beneficial ownership of [*] interest in the income of a Person or such other relationshipas, in fact, constitutes actual control. For purposes of clarification, no multiple royalties shall be due orpayable under this Section 7.3 because the sale or manufacture of anyLicensed Product is or shall be covered by more than one Valid Claim within the AnorMED Patents in the country ofmanufacture and/or the country of sale.

 

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## **7.4**                               Third Party License Fees and Royalties.

 

AnorMEDand NeoRx agree that where Patent rights of a Third Party, excluding Patentrights of a Third Party under sublicenses held as of the Effective Date by NeoRxor its Affiliates (for this purpose, “control” in the definition of Affiliateshall mean direct or indirect beneficial ownership of [*] interest in the income of a Person or such other relationshipas, in fact, constitutes actual control), covering either the composition ofmatter of a Licensed Compound or the use of the Licensed Compound should existin any country in the Territory, and if in NeoRx’ reasonable judgement it wouldbe impractical or impossible for NeoRx to commercialize a Licensed Productincorporating the Licensed Compound without obtaining a license under suchPatent rights, then for each such Licensed Product on a calendar quarterlybasis, NeoRx shall be entitled to a credit against royalties payable to AnorMEDunder either Sections 7.2 or 7.3 on account of such Licensed Product in suchcountry, equal to [*] of the royalties paidby NeoRx under such license in respect of such Licensed Product in suchcountry in the calendar quarter for which such royalties are paid, providedthat, for any calendar quarter, the aggregate credit hereunder for a Licensed Product in any countryshall not exceed [*] of the royalty determined under Sections 7.2 and 7.3 forthat country.

 

## **7.5**                               Royalty Payments Upon Termination.

 

If this Agreement is terminated in accordance with Article 14 withrespect to all or some of the Licensed Products, NeoRx shall continue to payAnorMED all amounts earned pursuant to this Article 7 prior to the date oftermination and any amounts earned thereafter as a result of sales of residualinventory of such terminated Licensed Products.  In addition, NeoRx shall continue to pay to AnorMED all amountspayable hereunder with respect to Licensed Products, if any, with respect towhich this Agreement is not terminated.

 

# **Article 8 PAYMENT TERMS.**

 

## **8.1**                               Invoices and Payments.

 

AnorMED shall provide to NeoRx invoices setting out any amounts owed byNeoRx to AnorMED under this Agreement, including, without limitation, paymentsin respect of assistance provided under Section 2.2 and patent prosecutionand maintenance under Article 10. All such amounts shall be due and payable 30 days after receipt of thedate of the invoice.  Invoices for FTEreimbursement and patent prosecution and maintenance will be invoiced quarterlyand be accompanied by a statement detailing the actual hours incurred duringthe quarter.

 

## **8.2**                               Paymentof Royalties.

 

All royalties payable under Sections 7.2 and 7.3 shall be payable within60 days after the last day of the calendar quarter during the royalty periodsset out therefor.  NeoRx will provide toAnorMED within 30 days after the last day of each calendar quarter, an estimateof the royalties payable by NeoRx under this Agreement for such calendarquarter.

 

## **8.3**                               Currencyof Payment.

 

All amounts payable to AnorMED under this Agreement shall be payable inUnited States Dollars, by bank transfer of immediately available funds to abank account designated by AnorMED, at AnorMED’s option.  Calendar quarterly sales amounts shall betranslated from other currencies to U.S. Dollars by using an average rate ofexchange computed using the rate of exchange quoted under Foreign Exchange inthe Wall Street Journal as of the end of the current quarter plus the rate ofexchange as of the end of the immediately preceding quarter and dividing by 2.

 

## **8.4**                               Currency Transfer Restrictions.

 

If in any country payment or transfer of funds out of such country isprohibited by law or regulation, the parties hereto shall confer regarding theterms and conditions on which Licensed Products shall be sold in suchcountries, including the possibility of payment of royalties to AnorMED inlocal currency to a bank account in such country or the renegotiation ofroyalties for such sales, and in the absence of any other agreement by theparties, such funds payable to AnorMED shall be deposited by NeoRx in whatevercurrency is allowable in a bank designated in that country as acceptable toAnorMED.

 

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## **8.5**                               Taxes.

 

### (a)                                  For the purposes of this Section 8.5, “**Taxes**”shall include costs, expenses, taxes, tariffs, customs duties, brokerage fees,insurance premiums and other charges, including, without limitation, socialservices taxes, goods and services tax, value added, excise and other salestaxes.

 

### (b)                                 AnorMED shall be responsible for and shall payall Taxes assessed or levied in connection with any activities performed byAnorMED or payments made to AnorMED under this Agreement.

 

### (c)                                  NeoRx shall be responsible for and shall payall Taxes assessed or levied in connection with any activities performed byNeoRx under this Agreement.

 

### *(d)**                              *If any law or regulation in any countryrequires the withholding by NeoRx of any Taxes due on payments to be remittedto AnorMED under this Agreement, such Taxes shall be deducted from the amountspaid to AnorMED, provided that NeoRx shall take all reasonable measures toreduce the amount of such Taxes.  If theTaxes are deducted from the amounts paid to AnorMED, NeoRx shall furnishAnorMED the originals of all official receipts for such Taxes and such otherevidence of such Taxes and payment thereof as may be reasonably requested byAnorMED and shall provide any reasonable assistance or co-operation which maybe requested by AnorMED in connection with any efforts by AnorMED to obtain acredit for such Taxes, including the characterization of payments madehereunder so that it may take advantage of any and all benefits under any taxtreaty between Canada and any foreign countries.

 

## **8.6**                               NetSales Reports.

 

### (a)                                  NeoRx agrees to submit to AnorMED, concurrentlywith the quarterly royalty payments made pursuant to Section 8.2, writtenreports (consistent with GAAP) setting out for the calendar quarter, for eachtype of Licensed Product:

 

#### (i)                                     all amounts received by NeoRx and/or itsAffiliates from the sale of the Licensed Product to end-users of the LicensedProduct;

 

#### (ii)                                  details of the quantities of the LicensedProduct sold in each country in the Territory, whether sold by NeoRx or itsAffiliates or any sublicensees;

 

#### (iii)                               the amount of any deductions taken from theamounts received by NeoRx and/or its Affiliates, as applicable, from the saleof the Licensed Product to end users of the Licensed Product in calculating NetSales of the Licensed Product;

 

#### (iv)                              the amount of any deductions taken from theamounts received by any sublicensees from the sale of the Licensed Product toend users of the Licensed Product in calculating Net Sales of the LicensedProduct by such sublicensees;

 

#### (v)                                 the amount of Net Sales for the LicensedProduct by NeoRx and its Affiliates;

 

#### (vi)                              the amount of Net Sales for the LicensedProduct by any sublicensees;

 

#### (vii)                           the amount of Sublicensing Milestone Revenuereceived;

 

#### (viii)                        the amount of Sublicensing Sales Revenuereceived;

 

#### (ix)                                the amount of any Third Party royalties payablefor the Licensed Product; and

 

#### (x)                                   the royalties due and payable to AnorMEDpursuant to Sections 7.2 and 7.3.

 

For the purposes of this Subsection 8.6(a), “**control**”in the definition of Affiliate shall mean direct or indirect beneficial ownershipof [*] interest in the income of aPerson or such other relationship as, in fact, constitutes actual control.

 

### (b)                                 AnorMED shall submit to NeoRx a detailedstatement of account within 60 days after the close of each calendar quarterduring the Term for:

 

#### (i)                                     any costs or expenses incurred related to theprosecution and maintenance of the AnorMED Patents; and

 

#### (ii)                                  any charges for AnorMED assistance underSection 2.2.

 

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NeoRx’ obligation to reimburse AnorMED’s costsand expenses for the prosecution and maintenance of the AnorMED Patents shallbe as set forth in Article 10.

 

## **8.7**                               Accountsand Audit.

 

### (a)                                  Each party shall maintain, during the Term andfor a period of at least three (3) years thereafter, accurate and completerecords in accordance with GAAP of all transactions relating to the subjectmatter of this Agreement, including:

 

#### (i)                                     in the case of NeoRx, records of all sales ofLicensed Products in the Territory and the collection or receipt of SublicensingMilestone Revenue and Sublicensing Sales Revenue, which shall show themanufacturing, sales, use and other disposition of Licensed Products insufficient detail to determine the royalties payable to AnorMED pursuant to  Sections 7.2 and 7.3, if any; and

 

#### (ii)                                  in the case of AnorMED, records of all costsand expenses relating to the prosecution and maintenance of the AnorMEDPatents.

 

### (b)                                 During the Term of this Agreement [*], eachparty (in this section, the “**Audited Party**”) shall permit the otherparty (in this section, the “**Requesting Party**”), on reasonable advancewritten notice, but in no event less than ten (10) Business Days, and at theRequesting Party’s cost and expense, to arrange for the books and recordsmaintained by the Audited Party pursuant to Subsection 8.7(a) relating tothe subject matter of this Agreement to be examined from time to time duringthe Audited Party’s regular business hours, but not more than once a year, byan independent accounting firm selected by the Requesting Party and reasonablyacceptable to the Audited Party, provided that such independent accounting firmand its accountants are bound by an obligation of confidentiality to discloseto the Requesting Party only whether the royalty statements and payments made bythe Audited Party under this Agreement are accurate and, if not accurate, anyevidence of non-compliance with the terms and conditions of thisAgreement.  Any such examination shallbe restricted to records relating to the subject matter of this Agreementcovering [*] period.  The RequestingParty shall provide to the Audited Party a copy of any audit reports preparedunder this subsection.

 

### (c)                                  In the event the report demonstrates that NeoRxhas underpaid AnorMED, NeoRx shall pay the amount of such underpaymentimmediately and where AnorMED is the Requesting Party, to the extent suchunderpayment is more than [*] for the audited period, NeoRx shall reimburseAnorMED for the expense of the audit.

 

### (d)                                 In the event the report demonstrates that NeoRxhas overpaid AnorMED, NeoRx may deduct from future amounts owed to AnorMED suchoverpayments and where NeoRx is the Requesting Party, to the extent suchoverpayment is more than [*] for the audited period, AnorMED shall reimburseNeoRx for the expense of the audit.

 

## **8.8**                               Confidentiality of Reports.

 

Each party agrees that:

 

### (a)                                  the information set forth in the reportsrequired by Sections 8.6 and 8.7; and

 

### (b)                                 the records subject to examination underSection 8.7;

 

shall be subject to the obligations of confidentiality set out inArticle 11 and shall be maintained in confidence by the receiving partyand by any independent accounting firm selected by such party, shall not beused by such party or such accounting firm for any purpose other thanverification of the performance by the other party of its obligationshereunder, and shall not be disclosed by the receiving party or such accountingfirm to any other person except for purposes of enforcing this Agreement.

 

## **8.9**                               Interest.

 

NeoRx shall pay interest at a fixed rate per annumequal to [*] in excess of the Prime Rate in effect on the date such amounts notpaid were due under this Agreement, or the maximum permissible rate allowed bylaw (which under the state of Washington shall be deemed to be the lawsrelating to the permissible rate of interest on commercial loans),

 

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whichever is less, computed on the basis of theactual number of days elapsed and a year of 365 days and continuing until suchamounts have been paid.

 

# **Article 9 INTELLECTUALPROPERTY.**

 

## **9.1**                               Existing Intellectual Property.

 

As between NeoRx and AnorMED:

 

### (a)                                  title to, and ownership or control of allrights in and to all Intellectual Property owned or licensed by NeoRx (otherthan rights licensed to NeoRx by AnorMED) shall at all times remain with NeoRxand no rights in or to any such Intellectual Property shall vest in AnorMED;and

 

### (b)                                 title to and ownership or control of all rightsin and to all Intellectual Property owned or licensed by AnorMED (other thanrights licensed to AnorMED by NeoRx) shall at all times remain with AnorMEDand, except as expressly granted under this Agreement, no rights in or to anysuch Intellectual Property shall vest in NeoRx.

 

## **9.2**                               Ownership of New Inventions.

 

### (a)                                  During the Term, each of the parties shallpromptly disclose to the other in a timely fashion all inventions anddiscoveries arising from the performance of the Development Program or otherdevelopment activities relating to Licensed Compounds and Licensed Products.

 

### (b)                                 The parties agree that, except as otherwisespecifically set out in this Agreement, as between NeoRx and AnorMED, allright, title and interest in and to all Know-How created or developed by aparty during the Term shall be owned by the creating or developing party andshall be treated as such party’s Confidential Information under thisAgreement.  For greater certainty,without limiting the generality of the foregoing, all data, results, regulatorysubmissions and reports arising from the performance of the Development Programand NeoRx’ other development activities under this Agreement shall be theproperty of NeoRx.

 

### (c)                                  NeoRx and AnorMED acknowledge and agree that:

 

#### (i)                                     AnorMED and its licensees outside of theTerritory will require access to NeoRx’ Know-How and Patents (including Patentsfor Improvements under Section 9.3) arising from the performance of theDevelopment Program and NeoRx’ other development activities under thisAgreement and NeoRx hereby [*]

 

#### (ii)                                  NeoRx and its sublicensees in the Territorydesire access to any Know-How and Patents (including Patents for Improvementsunder Section 9.3) created by AnorMED’s licensees outside the Territory inthe development of the Licensed Compounds and Licensed Products and AnorMED [*].

 

## **9.3**                               Improvements

 

### (a)                                  Forthe purposes of this Section 9.3, “**Improvements**” means, in respect of anyPatents, any and all patents and any and all patent applications that claimpriority to such Patents (whether complete or incomplete or whether filed orunfiled) including, but not limited to, provisional, non-provisional,continuations and continuations-in-part applications, and divisional patent applicationsand registrations in any jurisdiction world-wide.

 

### (b)                                 Tothe extent possible and unless precluded by any present or future agreement ofNeoRx or its sublicensees, [*].

 

### (c)                                  The parties acknowledge and agree that theownership of [*].

 

## **9.4**                               Trademarks.

 

### (a)                                  NeoRx, as it deems appropriate, may originate,select, apply to register and maintain one or more trademarks or tradenamesunder which the Licensed Products will be marketed and sold or otherwisedistributed in the Territory.  NeoRxwill own and/or control any such trademarks and tradenames and will

 

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### be solely responsible for all decisions relating to the prosecution,defense, maintenance and costs of such trademarks and tradenames, at its costand expense.

 

### (b)                                 Except in the event of termination as providedin Article 14, neither party shall have any right to use any trademark ortradename of the other party.

 

# **Article 10 PATENTS;PROSECUTION AND LITIGATION.**

 

## **10.1**                        Prosecution of Patents.

 

### (a)                                  AnorMED shall have the right to prosecute andmaintain each Patent within the AnorMED Patents and except as otherwise providedin this Article 10 shall do so in a timely manner.

 

### (b)                                 At any time during the Term, NeoRx, in NeoRx’sole discretion, may determine that any particular Patent within the AnorMEDPatents in any particular country in the Territory should not be prosecuted ormaintained for legal or commercial reasons and, in such event, shall so notifyAnorMED.  Upon receipt of such notice,any Patents identified in such notice shall remain or be deemed to remainwithin the AnorMED Patents for the purposes of the grant of rights by AnorMEDto NeoRx pursuant to Article 3 of this Agreement and NeoRx’ obligationspursuant to Subsections 7.2(a), 7.2(b) and 7.2(c) for the payment of royaltiesfor any such Patents shall remain unchanged and continue at the royalty ratefor such Patent as of the date of NeoRx’ notice to AnorMED, provided that wherethe discontinuance of the prosecution or maintenance of the Patent is due toreasons of lack of patentability, invalidity or unenforceability of the Patent,NeoRx’ obligations pursuant to Subsection 7.2(d) for the payment ofroyalties for AnorMED Know-How shall apply. AnorMED, at AnorMED’s cost and expense and in AnorMED’s sole discretion,may continue prosecution and/or maintenance of any particular Patent identifiedin such notice

 

### (c)                                  At any time during the Term, NeoRx, in NeoRx’sole discretion, may request, by written notice delivered to AnorMED, thatAnorMED seek patent protection in one or more countries in the Territory notthen covered by the Patents within the AnorMED Patents.  Upon receipt of such notice, AnorMED shalltake reasonable steps to apply for patent protection in such countries.

 

## **10.2**                        Patent Review and Recommendations.

 

### (a)                                  Except for AnorMED Patents for which NeoRx hasdiscontinued prosecution or maintenance under Subsection 10.1(b), NeoRxshall have the right to review all Patents and other proceedings,communications, reports and observations relating to the AnorMED Patents in theTerritory and to provide comments and recommendations to AnorMED with respectthereto, which comments and recommendations shall be adopted, incorporatedand/or acted upon by AnorMED, provided that such comments and recommendationsare reasonable.

 

### (b)                                 Except for AnorMED Patents for which NeoRx hasdiscontinued prosecution or maintenance under Subsection 10.1(b), AnorMEDshall promptly disclose to NeoRx, keep NeoRx fully informed of, and supply toNeoRx in a timely fashion:

 

#### (i)                                     the complete texts of each Patent within theAnorMED Patents; and

 

#### (ii)                                  all information received concerning:

 

##### (A)                              the institution or possible institution of anyinterference, opposition, re-examination, reissue, revocation, nullification orany official proceeding involving any Patent within the AnorMED Patents, and

 

##### (B)                                the course of substantive patent prosecution orother substantive proceedings related to any Patent within the AnorMED Patents,

 

##### including by providing NeoRx with copies of substantive communications,search reports and Third-Party observations submitted to or received frompatent offices in the Territory, but excluding any such information that issubject to attorney-client privilege.

 

### (c)                                  Except for AnorMED Patents for which NeoRx hasdiscontinued prosecution or maintenance under Subsection 10.1(b), AnorMEDshall cooperate with NeoRx and use reasonable efforts to obtain any

 

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### applicable term extension for any Patent within the AnorMED Patentscovering a Licensed Product in the Territory. In connection with such efforts, NeoRx, within one (1) calendar monthafter obtaining Regulatory Approval for a Licensed Product any country in theTerritory, shall provide to AnorMED information reasonably required by AnorMEDor otherwise requested by AnorMED to apply for the European SupplementaryProtection Certificate or its equivalent in respect of such Licensed Productmarketed in such country in the Territory.

 

### (d)                                 Each party shall hold all information disclosedto it by the other party under this section as Confidential Informationunder Article 11.

 

## **10.3**                        PatentCosts.

 

NeoRx [*].  Notwithstanding theprevious sentence, in the event that NeoRx provides written notice to AnorMEDidentifying any particular Patent in accordance with Section 10.1(b),NeoRx shall [*].

 

## **10.4**                        Right toAssume Prosecution.

 

### (a)                                  Theparties acknowledge and agree that AnorMED may, in the ordinary course ofprosecuting AnorMED’s patent portfolio and after the Effective Date of thisAgreement and in the reasonable opinion of AnorMED’s patent counsel or patentagent, take such actions in the ordinary course (including discontinuance of aPatent application) that do not materially impair the scope of Patentcoverage provided to NeoRx in the Field and the AnorMED Patentsremain adequate for the uses of the AnorMEDPatentscontemplated by NeoRx, pursuant to the license granted under Section 3.1.

 

### (b)                                 In the event thatAnorMED intends to finally abandon any Patent within the AnorMED Patents in anycountry in the Territory, AnorMED shall promptly notify NeoRx, and thereafterNeoRx shall have a right to assume any and all prosecution and/or maintenanceactivities with respect to such Patents in such country.  All rights granted to NeoRx with respect tosuch Patent within the AnorMED Patents in such country shall continue in forceprovided that NeoRx assumes, at its own expense, responsibility for theprosecution and maintenance of such Patents in such country, and provided thatif there are Third Parties with legal interests in any such Patents outside theTerritory, the costs of the prosecution and maintenance of such Patents shallbe shared by NeoRx and AnorMED on a basis to be mutually agreed to by theparties taking into account the rights in such AnorMED Patent granted to NeoRxand the Third Parties respectively.  Ifthe parties cannot agree on an allocation of the costs of the prosecution andmaintenance of such AnorMED Patent, the dispute shall be resolved in accordancewith Section 19.2.

 

## **10.5**                        Third Party Claims ofInfringement

 

In the event that any Third Party brings aclaim against AnorMED orNeoRx orany of their respective Affiliates (for this purpose, “control” in thedefinition of Affiliate shall mean direct or indirect beneficial ownership of [*] interest in the income of a Person orsuch other relationship as, in fact, constitutes actual control) that the manufacture, use, sale, distribution,marketing or importation of a Licensed Compound or a Licensed Product infringes rights inIntellectual Property owned or otherwise controlled by such Third Party (an “**Infringement Suit**”), the following shall apply:

 

### (a)                                  the party receiving aclaim, or learns of the threat of such a claim, shall give the other partyprompt written notice detailing as many facts as possible concerning the claim;

 

### (b)                                 NeoRx,in its sole discretion, shall have the first right, but not an obligation, to defend against theInfringement Suit;

 

### (c)                                  if NeoRxdoes not take steps to defend against theInfringement Suit within 90 days after the date that notice thereof wasreceived from or delivered to AnorMED, AnorMED may take such legallypermissible action as it deems necessary or appropriate to defend against the Infringement Suit, but shallnot be obligated to do so;

 

### (d)                                 the party defendingagainst the Infringement Suit (in this section, the “**Litigating Party**”) shall havethe right to control such litigation and shall bear all legal expenses(including court costs and legal fees), but it shall have no right to settleany dispute in any manner which would abridge the rights of the other partyunder this Agreement.  By way of exampleand not by way of limitation, neither party may stipulate or

 

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### admit to the invalidity or unenforceability ofany right in Intellectual Property. Before any action is taken by either party which could abridge therights of the other party hereunder, the parties agree to, in good faith,consult with each other with a goal of adopting a mutually satisfactoryposition;

 

### (e)                                  theLitigatingParty shall keep the other party fully informed of the actions and positions taken or proposed to betaken by the LitigatingParty and the actions and positions taken by all otherparties to such litigation; and

 

### (f)                                    in the event that NeoRx defends against the Infringement Suit, AnorMED may elect to participate formally in the Infringement Suit to the extent that the court may permit, provided that anyadditional expenses generated by AnorMED’s formal participation shall be paidby AnorMED.

 

## **10.6**                        Infringementby Third Parties.

 

In the event that either party reasonablybelieves that a Third Party is or may be infringing, encroaching or violatingany Patent within the AnorMED Patents, then such party shall promptly notifythe other party in writing of such infringement, encroachment or violation, andthe following shall apply:

 

### (a)                                  subject toSubsection 10.6(b), in the event of any infringement, encroachment orviolation of any Patent within the AnorMED Patents in the Territory:

 

#### (i)                                     NeoRx, in its solediscretion, shall have the first right, but not an obligation, to take or nottake whatever action it believes appropriate, and

 

#### (ii)                                  if NeoRx does notcommence action directed toward restraining or enjoining such infringementwithin 90 days after the date that notice thereof was received from ordelivered to AnorMED, AnorMED may take such legally permissible action as itdeems necessary or appropriate to enforce such Patent within the AnorMEDPatents and restrain such infringement;

 

### (b)                                 in the event of anyinfringement, encroachment or violation of any Patent within the AnorMEDPatents in a country for whichNeoRx has discontinued prosecution or maintenance of such Patent underSubsection 10.1(b):

 

#### (i)                                     AnorMED, in its solediscretion, shall have the first right, but not an obligation, to take or nottake whatever action it believes appropriate, and

 

#### (ii)                                  if AnorMED does notcommence action directed toward restraining or enjoining such infringementwithin 90 days after the date that notice thereof was received from ordelivered to NeoRx, NeoRx may take such legally permissible action as it deemsnecessary or appropriate to enforce such Patent within the AnorMED Patents andrestrain such infringement;

 

### (c)                                  the party takingaction against an alleged infringer shall have the right to control such actionand shall bear all legal expenses (including court costs and legal fees), butit shall have no right to settle any dispute in any manner which would abridgethe reserved rights of the other party under this Agreement.  By way of example and not by way oflimitation, neither party may stipulate or admit to the invalidity orunenforceability of any patent.  Beforeany action is taken by either party which could abridge the rights of the otherparty hereunder, the parties agree to consult, in good faith, with a goal ofadopting a mutually satisfactory position; and

 

### (d)                                 the party takingaction shall keep the other party fully informed of the actions and positions taken or proposed to betaken by it and the actions and positions taken by all other parties to suchlitigation.

 

## **10.7**                        Cooperation; Costs and Awards.

 

### (a)                                  Each party agrees toco-operate reasonably with the other party in any action the other partydefends or prosecutes pursuant to Sections 10.5 and 10.6, including, withoutlimitation, supplying essential documentary evidence and making essentialwitnesses then in its employment available.

 

### (b)                                 The Parties agree thatall amounts awarded by way of judgement, settlement or compromise in respect ofany action conducted hereunder, after payment or reimbursement of the parties’respective costs and expenses arising from such action, shall be allocated [*].

 

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## **10.8**                        Cooperation with Other Licensees

 

NeoRxacknowledges that AnorMED may grant licenses to Third Parties under the AnorMEDPatents outside the Territory, and that such licenses may include rights topermit such Third Parties to defend or enforce Patents within the AnorMEDPatents.  To the extend that AnorMEDgrants to a Third Party any license including rights to defend or enforcePatents within AnorMED Patents, NeoRx will use commercially reasonable effortsto cooperate with AnorMED and such Third Party in the defense or enforcement ofsuch Patents and, in connection with such efforts, will use good faith effortsto determine, jointly with AnorMED and such Third Party, the course of action,if any, necessary or appropriate to defend or enforce such Patents, asapplicable; provided that AnorMED includes provisions in its license with suchThird Party no less restrictive and comparable to this Section 10.8.

 

## **10.9**                        InterferenceProceedings.

 

In the event that a party becomes aware of the declaration of anyinterference proceeding by any patent authority in the Territory with respectto any Patent within the AnorMED Patents, such party shall promptly notify theother party in writing.  AnorMED shallhave the right to represent and manage AnorMED’s and NeoRx’ interests in suchproceeding.  AnorMED and NeoRx shallassist one another and co-operate in any such proceeding.

 

## **10.10**                 Status of Proceedings.

 

The parties shall keep one another informed of the status of all oftheir respective activities regarding any litigation or settlement thereofconcerning any Licensed Compound and/or Licensed Product.

 

# **Article 11CONFIDENTIALITY; PUBLICITY; PUBLICATIONS.**

 

## **11.1**                        Obligation of Confidentiality.

 

It iscontemplated that in the course of the performance of this Agreement each partymay, from time to time, disclose Confidential Information to the other.  Each party agrees:

 

### (a)                                  tokeep and use in strict confidence all Confidential Information of the otherparty and to not, without the prior written consent of the other party,disclose any such Confidential Information to any person or entity other thanits Affiliates (for this purpose, “control” in the definition of Affiliateshall mean direct or indirect beneficial ownership of [*] interest in the income of a Person or such other relationshipas, in fact, constitutes actual control), corporate counsel, employees andcontractors who are under an obligation of confidentiality on termssubstantially similar to those set out in this Agreement, who have beeninformed of the confidential nature of the Confidential Information and whorequire such information in the performance of their duties;

 

### (b)                                 notto use, copy, duplicate, reproduce, translate or adapt, either directly orindirectly, any of the Confidential Information of the other party for anypurpose other than the development and commercialization of the LicensedCompounds and the Licensed Products under this Agreement, without the otherparty’s prior written approval;

 

### (c)                                  thatall copies, duplicates, reproductions, translations or adaptations of anyConfidential Information of the other party permitted to be made hereundershall be clearly labelled as confidential; and

 

### (d)                                 touse commercially reasonable efforts consistent with such party’s ordinarybusiness practices to prevent material in its possession that contains orrefers to Confidential Information of the other party from being discovered,used or copied by Third Parties and that it shall use reasonable steps toprotect and safeguard all Confidential Information of the other party in itspossession from all loss, theft or destruction.

 

Uponthe termination of this Agreement, each party shall promptly return allConfidential Information to the disclosing party; provided that each party mayretain one (1) archival copy thereof to permit such party to monitor compliancewith its obligations under this Article 11, or as may be required by applicablelaw.

 

## **11.2**                        Permitted Disclosures.

 

Nothing herein shall be construed as preventing NeoRx from disclosingany Confidential Information received from AnorMED to any of its Affiliates,sub-licensees or distributors, provided each Affiliate, sub-licensee and distributor

 

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has undertaken in writing a similar obligation of confidentiality andnon-use with respect to the Confidential Information, with AnorMED stated as athird-party beneficiary thereof.  Forthe purpose of this Section 11.2, “control” in the definition of Affiliateshall mean direct or indirect beneficial ownership of [*] interest in the income of a Person or such other relationship as, infact, constitutes actual control.

 

## **11.3**                        Disclosure with Consent

 

A partyreceiving Confidential Information may, with the written consent of thedisclosing party, disclose such Confidential Information to entities or personsother than its corporate counsel, employees and contractors, on such terms andconditions as the disclosing party may specify.

 

## **11.4**                        Ownership of Confidential Information.

 

All Confidential Information disclosed by one party to the other shallremain the Intellectual Property of the disclosing party.

 

## **11.5**                        PressReleases.

 

### (a)                                  Theparties intend to issue a press release on the Effective Date regarding thisAgreement and the relationship of the parties in the form set out in **Exhibit D**.  Thereafter, during the Term, the partiesagree that no press release, public announcement or publication regarding thisAgreement or the relationship of the parties not previously made public shallbe made unless mutually agreed to, in writing, prior to the release ordissemination of any such press release, public announcement or publication,such agreement not to be unreasonably withheld or delayed .

 

### (b)                                 Notwithstanding Subsection 11.5(a), each party shall have a right to issue press releases, publicannouncements or publications regarding this Agreement or the relationship ofthe parties without a requirement of consent of the other party to the extentthat information in any such press release, public announcement or publicationhas been previously made public or released or to the extent as may be legallyrequired by, for example, therules and regulations of the Securities and Exchange Commission or similarfederal, state or foreign authorities, as determined in good faith by thedisclosing party.

 

### (c)                                  Notwithstanding Subsection 11.5(a), eachparty agrees to use reasonable good faith efforts to notify the other partywhen it releases any information relating to this Agreement, including anypreviously approved information and any information required to be disclosed bythe rules and regulations of the Securities and Exchange Commission or similarfederal, state or foreign authorities, and will promptly provide a copy of anysuch disclosure to the other party.

 

## **11.6**                        Publication.

 

Neither party shall publish or provide public disclosure of anyinvention related to any Licensed Compound or any Licensed Product that is notthe subject of a filed patent application without at least 60 days priorwritten notice of such planned publication or disclosure sent to the otherparty.  In the event any suchdissemination is determined by the other party to be detrimental to itsIntellectual Property position, the disseminating party shall delay suchpublication for a period sufficient, but in no event greater than an additional60 days, to allow the other party to take the steps necessary to protect suchIntellectual Property, including the filing of any Patent applications and/ordeletion of the other party’s Confidential Information.

 

## **11.7**                        Duration of Obligation

 

Unlessotherwise agreed by the parties in writing, the obligations of the partiesrelating to Confidential Information set out in this Article 11 shallsurvive the expiration or termination of this Agreement for a period of ten(10) years.

 

# **Article 12 LEGAL ANDREGULATORY.**

 

## **12.1**                        Compliance with Laws.

 

NeoRx shall at all times in manufacturing, handling, loading, labeling,shipping and delivering Licensed Products under this Agreement and in otherwisecarrying out its obligations under this Agreement:

 

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### (a)                                  comply with all applicable laws, rules,regulations or other requirements applicable to NeoRx’ business and to themanufacturing, handling, loading, labeling, shipping and delivering of LicensedCompounds and/or Licensed Products to be supplied under this Agreement; and

 

### (b)                                 obtain and maintain in full force and effectall applicable licenses, permits, certificates, authorizations or approvalsfrom all governmental authorities necessary to conduct its business andmanufacture, handle, load, label, ship and deliver Licensed Compounds and/orLicensed Products to be supplied under this Agreement.

 

In particular, but without limiting the generality of the foregoing,NeoRx shall at all times comply with all environmental laws and obtain andmaintain in full force and effect all licenses, permits, certificates,authorizations or approvals required by environmental laws, including thoserelating to the handling, generation, transportation, treatment, storage anddisposal or other management of waste and regulated substances, including,without limitation, hazardous and toxic substances.

 

## **12.2**                        AMD473Regulatory Activities.

 

### (a)                                  In connection with the Development Program andthe commercialization of Licensed Products, in order to support NeoRx’regulatory filings, NeoRx shall have copies of and access to originals of thefollowing information, as exists on the Effective Date:

 

#### (i)                                     all regulatory dossiers submitted to regulatoryauthorities in respect of AMD473, provided:

 

##### (A)                              all such regulatory dossiers may be redacted toremove information that is:

 

###### (1)                                  proprietary to AnorMED’s Third Party partner(s)and not applicable to AMD473, or

 

###### (2)                                  proprietary to AnorMED and not applicable toAMD473, and

 

##### (B)                                such dossiers not controlled by AnorMED will beprovided only in the event that AnorMED’s partners that control such dossiersprovide prior written approval, which approval AnorMED will use reasonablecommercial efforts to obtain;

 

#### (ii)                                  all AMD473 drug safety filings by AnorMED;

 

#### (iii)                               all AMD473 drug safety data produced by or onbehalf of AnorMED in order to support AnorMED’s or its Third Party partners’filings on AMD473 or improvements thereto;

 

#### (iv)                              all correspondence directly related to AMD473to and from all regulatory agencies in the Territory;

 

#### (v)                                 summaries of all substantive verbal or oralcomments and commitments to regulatory authorities, if any; and

 

#### (vi)                              copies of any manufacturing records for theLicensed Product in AnorMED’s possession.

 

### (b)                                 In order to support AnorMED’s or its licensees’filings on Licensed Compounds and Licensed Products outside the Territory,AnorMED shall have access to:

 

#### (i)                                     all regulatory dossiers, including clinicalreports and submission data, submitted to regulatory authorities in respect ofLicensed Compounds and Licensed Products, provided:

 

##### (A)                              all such regulatory dossiers may be redacted toremove information that is:

 

###### (1)                                  proprietary to NeoRx’ Third Party partner(s)and not applicable to  LicensedCompounds or Licensed Products, or

 

###### (2)                                  proprietary to NeoRx and not applicable toLicensed Compounds or Licensed Products, and

 

##### (B)                                such dossiers not controlled by NeoRx will beprovided only in the event that NeoRx’ partners that control such dossiersprovide prior written approval, which approval NeoRx will use reasonablecommercial efforts to obtain;

 

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#### (ii)                                  any necessary drug safety data produced by oron behalf of NeoRx during the Development Program or other developmentactivities under this Agreement in respect of Licensed Compounds and LicensedProducts; and

 

#### (iii)                               any correspondence to and from all regulatoryagencies in the Territory related to Licensed Compounds and Licensed Products;

 

for the purpose of fulfilling regulatoryrequirements for the Licensed Compounds and Licensed Products outside of theTerritory.

 

### (c)                                  AnorMED will use commercially reasonableefforts to include in any license agreement with AnorMED’s licensees outside ofthe Territory for the development of the Licensed Compounds and LicensedProducts provisions no less restrictive and comparableto this Subsection 12.2(b) for access to information of AnorMED’s licensee ofthe type described in Subsection 12.2(b) for use by NeoRx for the purpose of fulfilling regulatoryrequirements for the Licensed Compounds and Licensed Products in the Territory.

 

## **12.3**                        Regulatory Program Progress Reports.

 

NeoRx shall keep AnorMED informed of the progress of its efforts toobtain Regulatory Approval for Licensed Products, and NeoRx shall provideAnorMED with a written report summarizing NeoRx’ progress thereon on an annualbasis, unless such progress has been previously summarized in the quarterlyreports provided pursuant to Section 2.3.

 

## **12.4**                        Safety.

 

During the Term, each party shall within a reasonable time inform theother party of any information that it obtains or develops regarding the safetyof any Licensed Compound or Licensed Product and shall promptly report to theother party any confirmed information of serious or unexpected reactions orserious or unexpected adverse events related to the utilization or medicaladministration of such Licensed Compound or Licensed Product.  Each party will provide the other withannual reports and any required interim reports describing any other sideeffects related to the utilization or medical administration of such LicensedCompound or Licensed Product, which would allow appropriate reporting in theirrespective territories in accordance with ICH guidelines or other relevantguidelines.

 

## **12.5**                        Recalls.

 

### (a)                                  If either party has grounds to believe that aRecall should be conducted, the party with such belief shall immediately notifythe other party in writing of such grounds.

 

### (b)                                 In the event of any Recall or other similargovernmental action with respect to any Licensed Product in the Territory,AnorMED shall provide NeoRx with reasonable co-operation and take such otheractions in connection therewith as NeoRx may reasonably request.  NeoRx shall have the sole responsibility toimplement any Recall in respect of Licensed Products.

 

### (c)                                  In the event of any Recall or other similargovernmental action outside the Territory with respect to any LicensedProducts, NeoRx shall provide AnorMED with reasonable co-operation inconnection therewith.

 

# **Article 13REPRESENTATIONS, WARRANTIES AND COVENANTS.**

 

## **13.1**                        AnorMED’s Representations, Warranties andCovenants.

 

AnorMED hereby represents, warrants and covenants to NeoRx as follows:

 

### (a)                                  AnorMED has been duly organized and is validlysubsisting and in good standing in its jurisdiction of organization and has thepower to carry on the business as now being conducted by it;

 

### (b)                                 AnorMED has obtained all necessary consents,approvals and authorizations required to be obtained by AnorMED in connectionwith the execution and delivery of this Agreement and has the right to enterinto this Agreement, and this Agreement is a legal and valid obligation bindingupon AnorMED and enforceable in accordance with its terms;

 

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### (c)                                  AnorMED is the owner of, or otherwise has aright to grant licenses under, the AnorMED Know-How and the AnorMED Patents;

 

### (d)                                 AnorMED does not own or otherwise control anyPatent relating to the Licensed Compound or the Licensed Product except for thePatents within the AnorMED Patents;

 

### (e)                                  AnorMED is not aware of any grounds to supportany argument for finding any patent within the AnorMED Patents invalid orunenforceable;

 

### (f)                                    AnorMED has not entered into and is not subjectto any agreement under which it has licensed in the Field in the Territory anyrights to a Third Party under the AnorMED Know-How or the AnorMED Patents tomake, use, offer for sale, sell or import any Licensed Compound or any LicensedProduct;

 

### (g)                                 AnorMED has not received any written notice,and is not aware, of any infringement with respect to any of the AnorMEDPatents;

 

### (h)                                 AnorMED has not made as of the Effective Dateand will not make during the Term any commitment to any Third Party that isinconsistent with or in derogation of the rights granted by AnorMED to NeoRx orAnorMED’s obligations under this Agreement; and

 

### (i)                                     AnorMED is not subject to any obligation thatwould prevent it from entering into or carrying out its obligations under thisAgreement, and this Agreement does not conflict with, violate, or breach orconstitute a default or require any consent under, any contractual obligationor court or administrative order by which such Party is bound.

 

## **13.2**                        NeoRx’ Representations, Warranties and Covenants.

 

NeoRx hereby represents, warrants and covenants to AnorMED as follows:

 

### (a)                                  NeoRx has been duly organized and is validly subsistingand in good standing in its jurisdiction of organization and has the power tocarry on the business as now being conducted by it;

 

### (b)                                 NeoRx has the right to enter into thisAgreement and this Agreement is a legal and valid obligation binding upon NeoRxand enforceable in accordance with its terms;

 

### (c)                                  NeoRx has not made and will not make anycommitments to Third Parties inconsistent with or in derogation of NeoRx’obligations under this Agreement and NeoRx is not subject to any obligationsthat would prevent it from entering into or carrying out its obligations underthis Agreement; and

 

### (d)                                 NeoRx shall utilize sound and reasonablebusiness practice and judgment in the performance of the Development Program,including the conduct of clinical studies thereunder, and in thecommercialization of the Licensed Compounds and/or the Licensed Products.

 

## **13.3**                        NoWarranty.

 

ANORMED AND NEORX EACH MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSOR IMPLIED, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, OTHER THAN THOSEEXPRESSLY SET FORTH IN THIS AGREEMENT, WITH RESPECT TO THE LICENSED COMPOUNDS,THE LICENSED PRODUCTS, THE ANORMED PATENTS, THE ANORMED KNOW-HOW OR THELIKELIHOOD OF SUCCESS IN THE DEVELOPMENT AND COMMERCIALIZATION OF ANY LICENSEDPRODUCT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE.

 

# **Article 14 TERM ANDTERMINATION.**

 

## **14.1**                        Expiration.

 

ThisAgreement shall commence on the Effective Date and shall continue in full forceand effect until expiration of NeoRx’ obligation to pay to AnorMED royaltiespursuant to Sections 7.2 and 7.3 (the “**Term**”). Upon expiration of the Term, NeoRx shall have a fully paid, royalty-freeright to make, have made, use, have used, sell, have sold, offer for sale and importLicensed Compounds and Licensed Products without further obligation to AnorMED.

 

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## **14.2**                        Termination.

 

This Agreement may be terminated by either party only in accordance withthe terms and conditions set out in this Article 14.

 

## **14.3**                        Termination by NeoRx.

 

NeoRx may terminate this Agreement:

 

### (a)                                  in its entirety, at any time upon 120 daysprior written notice of such termination to AnorMED; or

 

### (b)                                 in respect of the development and/orcommercialization of any or all Licensed Compounds and/or Licensed Products inany country or countries in the Territory, at NeoRx’ option, at any time afterboth the receipt of NDA approval of the Licensed Product in the United Statesand the receipt of the equivalent health regulatory approval in the EuropeanUnion, upon 180 days prior written notice of such termination to AnorMED;

 

in which case:

 

### (c)                                  in the event NeoRx terminates this Agreement inits entirety, then without further action on the part of either party:

 

#### (i)                                     all rights and licenses granted by AnorMED toNeoRx pursuant to this Agreement shall revert to AnorMED and NeoRx shall retainno rights therein,

 

#### (ii)                                  to the extent permitted by applicable law andregulation, all regulatory licenses and filings related to any LicensedCompounds and/or Licensed Products shall be transferred in good faith fromNeoRx to AnorMED [*],

 

#### (iii)                               all rights in and to any trademarks andtradenames used in the development and commercialization of the LicensedCompounds and/or Licensed Products in the Territory, shall be assigned fromNeoRx (or its Affiliates) to AnorMED [*],

 

#### (iv)                              the license granted by NeoRx to AnorMED underSubsection 9.2(c) shall be automatically converted to a [*], and

 

#### (v)                                 in the event that AnorMED or its licenseesoutside the Territory utilize any patented inventions developed by NeoRx underthis Agreement, AnorMED and NeoRx shall in good faith negotiate a reasonableroyalty recognizing the relative contributions of each party to suchinventions;

 

### (d)                                 in the event NeoRx terminates this Agreement inrespect of the development and/or commercialization of any particular LicensedCompounds and/or Licensed Products in a country or countries, then withoutfurther action on the part of either party:

 

#### (i)                                     the Territory shall be deemed to be reduced inscope, in respect of the terminated Licensed Compound and/or Licensed Productonly, to exclude those countries where NeoRx determines that it will notdevelop or commercialize such Licensed Compound and/or Licensed Product that isthe subject of the termination,

 

#### (ii)                                  the rights and licenses granted by AnorMED toNeoRx pursuant to this Agreement that are the subject of the termination shallrevert to AnorMED and NeoRx shall retain no rights therein in those countriesthat are excluded from the Territory,

 

#### (iii)                               to the extent permitted under applicable lawand regulation, all regulatory licenses and filings related to such LicensedCompounds and/or Licensed Products that are the subject of the termination incountries that are excluded from the Territory shall be transferred in goodfaith from NeoRx (or its Affiliates) to AnorMED [*],

 

#### (iv)                              all rights in and to any trademarks andtradenames used in the development and commercialization of the LicensedCompounds and/or Licensed Products that are the subject of the termination incountries that are excluded from the Territory shall be assigned from NeoRx (orits Affiliates) to AnorMED [*], and

 

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#### (v)                                 the license granted by NeoRx to AnorMED underSubsection 9.2(c) shall be automatically expanded to include thosecountries that are newly excluded from the Territory [*];and

 

### (e)                                  in respect of the area terminated, NeoRx will,at its sole cost and expense, promptly wind down any pre-clinical and clinicalstudies and programs then in effect and will safely withdraw and follow-upsubjects from any such clinical studies to the effective date of terminationor, if such withdrawal cannot be made as of the effective date of termination,the subjects will be withdrawn over a period of time mutually agreed by theparties, based upon an evaluation of risks to subjects and the timelinesrequired in the applicable clinical study protocol.

 

## **14.4**                        Termination for Breach.

 

### (a)                                  If either party materially breaches thisAgreement (which shall exclude bankruptcy of a party) and if the breach is notcured within 60 days after receiving written notice from the other party withrespect to the breach, except as otherwise set out in this Agreement, thisAgreement shall automatically terminate at the end of the 60 day period.

 

### (b)                                 Notwithstanding Subsection 14.4(a), if either party disputesthe breach and so notifies the other party in writing within the 60 day cureperiod, this Agreement shall not be automatically terminated pendingadjudication and resolution of the disputed breach pursuant toSection 19.2 or a court of competent jurisdiction, as the case may be.

 

### (c)                                  If AnorMED terminates this Agreement for breachby NeoRx under this Section 14.4, then without further action on the partof either party:

 

#### (i)                                     all rights and licenses granted by AnorMED toNeoRx pursuant to this Agreement shall revert to AnorMED and NeoRx shall retainno rights therein;

 

#### (ii)                                  to the extent permitted under applicable lawand regulation, all regulatory licenses and filings related to any LicensedCompounds and/or Licensed Products shall be transferred in good faith fromNeoRx (or its Affiliates) to AnorMED [*];

 

#### (iii)                               all rights in and to any trademarks andtradenames used in the development and commercialization of the LicensedCompounds and/or Licensed Products in the Territory, shall be assigned fromNeoRx (or its Affiliates) to AnorMED [*];

 

#### (iv)                              the license granted by NeoRx to AnorMED underSubsection 9.2(c) shall be automatically converted to a worldwide license [*]; and

 

#### (v)                                 NeoRx will, at its sole cost and expense,promptly wind down any pre-clinical and clinical studies and programs then ineffect and will safely withdraw and follow-up subjects from any such clinicalstudies to the effective date of termination or, if such withdrawal cannot bemade as of the effective date of termination, the subjects will be withdrawnover a period of time mutually agreed by the parties, based upon an evaluationof risks to subjects and the timelines required in the applicable clinicalstudy protocol.

 

### (d)                                 If NeoRx terminates this Agreement for breachby AnorMED under this Section 14.4, NeoRx may elect, in NeoRx’ solediscretion, without further action on the part of either party, that all rightsand licenses granted by AnorMED to NeoRx pursuant to this Agreement, including,without limitation, any and all regulatory licenses and filings shall continueas exclusive royalty-bearing licenses from AnorMED to NeoRx on the terms andconditions set out in this Agreement, except that AnorMED and NeoRx shall ingood faith attempt to negotiate a reasonable reduction in the royalty rates setout under Sections 7.2 and 7.3.

 

## **14.5**                        Terminationon Bankruptcy.

 

To the extent permitted under applicable law, either party may terminatethis Agreement if at any time during the Term the other party files in anycourt or agency pursuant to any statute or regulation of the United States orof any individual state or foreign country:

 

### (a)                                  a petition in bankruptcy or insolvency;

 

### (b)                                 a petition for reorganization in connectionwith a bankruptcy or insolvency;

 

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### (c)                                  a petition for an arrangement in connectionwith a bankruptcy or insolvency;

 

### (d)                                 a petition for the appointment of a receiver ortrustee of the party or of its assets;

 

### (e)                                  if the other party proposes a written agreementof composition or extension of its debts;

 

### (f)                                    if the other party is served with aninvoluntary petition against it, filed in any insolvency proceeding, and thepetition is not dismissed within 60 days after the filing thereof;

 

### (g)                                 if the other party proposes or is a party toany dissolution or liquidation; or

 

### (h)                                 if the other party makes an assignment for thebenefit of creditors.

 

To the extent consistent with applicable law, termination by a partyunder this Section 14.5 will be considered termination for breach underSection 14.4 and the consequences of termination and parties’ respectiverights and remedies will be as set out in Section 14.4, except that nonotice and cure time for the breach shall be required and, in the event oftermination for AnorMED’s bankruptcy, there shall be [*] under Sections 7.2 and7.3.

 

## **14.6**                        Payments onTermination.

 

Upon termination of this Agreement, AnorMED shall have the right toretain any sums already paid by NeoRx under this Agreement, and NeoRx shall payall sums accrued hereunder as of the effective date of such termination oraccrued under this Agreement after the effective date of such termination as a resultof such termination, such as the cost of winding down any preclinical andclinical studies and programs then in effect and any other wind down costs, butshall have no obligation to make any payments that would have accrued iftermination of this Agreement had not occurred.

 

## **14.7**                        Inventory.

 

### (a)                                  Subject to Subsection 14.7(b),notwithstanding the expiration or earlier termination of this Agreement, NeoRxmay continue to use any Licensed Products held in inventory by it in accordancewith the terms and conditions of the licenses granted under Sections 3.1,including the use of Licensed Products in the winding down of clinical studiesand programs under Paragraphs 14.3(e) and 14.4(c)(v), or as otherwise requiredto comply with regulatory requirements.

 

### (b)                                 In the event of the termination of thisAgreement by AnorMED for material breach by NeoRx, NeoRx shall, at AnorMED’soption:

 

#### (i)                                     destroy any LicensedProducts held in inventory by NeoRx, or

 

#### (ii)                                  providesuch Licensed Products to AnorMED at a price to be negotiated in good faithbetween the parties,

 

provided that NeoRx may retain a reasonable quantity of such Licensed Products for use in accordancewith the terms and conditions of the licenses granted under Sections 3.1 forhumanitarian and compassionate reasons for supply to physicians and otherhealth service providers who, at the time of termination of this Agreement, aretreating patients using a Licensed Product, to continue and complete thetreatment of those existing patients. All sales of such Licensed Product shall be subject to royalty paymentsin accordance with Article 7.

 

## **14.8**                        Survival.

 

Expiration or early termination of this Agreement shall not relieveeither party of its obligations incurred prior to such expiration or earlytermination.  In addition, the followingprovisions shall survive any expiration or early termination of this Agreement:

 

### (a)                                  Section 1.1 (*Definitions*);

 

### (b)                                 Section 7.5 (*Royalty Payments Upon Termination*);

 

### (c)                                  Section 8.7 (*Accounts and Audit*) and 8.8(*Confidentialityof Reports*);

 

### (d)                                 Article 9 (*Intellectual Property*);

 

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### (e)                                  Section 10.9 (*Interference Proceedings*) tothe extent any interference proceedings are called prior to the effective dateof termination;

 

### (f)                                    Article 11 (*Confidentiality; Publicity;Publications*);

 

### (g)                                 Sections 12.5 (*Recalls*) to the extent anyRecall is instituted on Licensed Product sold or otherwise distributed by NeoRxprior to the effective date of termination;

 

### (h)                                 Sections 14.6 (*Payments on Termination*)14.7 (*Inventory*)and 14.8 (*Survival*);

 

### (i)                                     Article 15 (*Indemnification*); and

 

### (j)                                     Sections 19.2 (*Dispute Resolution*), 19.3 (*EntireAgreement*), 19.6 (*Governing Law*), 19.8 (*Notices*), 19.9 (*Change ofAddress*), 19.10 (*Rights and Remedies*) and 19.11 (*Severability*).

 

Further,Section 10.3 (*Patent Costs*) shall survive any expirationor termination of this Agreement solely with respect to the payment andreimbursement of any Patent-related costs and expenses that were incurred priorto the effective date of termination or expiration.  Sections 3.1 (*Grant of License*) shall survive anytermination by NeoRx for breach by AnorMED under Section 14.4 or, subjectto applicable law, for insolvency or bankruptcy by AnorMED underSection 14.5.

 

# **Article 15 INDEMNIFICATION.**

 

## **15.1**                        Indemnificationof AnorMED.

 

NeoRxshall indemnify and hold AnorMED, its Affiliates, and each of their officers,directors, employees, agents, consultants and contractors (the “**AnorMEDIndemnified Parties**”) harmless from and against any claim, action,liability, damage, loss, cost or expense (including reasonable attorneys’ fees)(“**Loss**”)arising from or related to:

 

### (a)                                  theexercise of the license granted to NeoRx under this Agreement, including thedevelopment, testing, manufacturing, sale and/or recall of the LicensedCompounds and/or the Licensed Products by NeoRx, its Affiliates and itssublicensees as of or after the Effective Date;

 

### (b)                                 any breach or violation by NeoRx of, or failure toproperly perform, any covenant or agreement made in this Agreement; or

 

### (c)                                  any breach by NeoRx of any of its representations or warrantiesmade in this Agreement;

 

unlessand to the extent such Loss arises from or is related to the gross negligence,wilful misconduct or fraud of the AnorMED Indemnified Parties.

 

## **15.2**                        Indemnificationof NeoRx.

 

AnorMEDshall indemnify and hold NeoRx, its Affiliates, and each of their officers,directors, employees, consultants and contractors (the “**NeoRx****Indemnified Parties**”)harmless from and against any Loss arising from or related to:

 

### (a)                                  thedevelopment, testing, manufacturing, sale and/or recall of the LicensedCompounds and/or the Licensed Products by AnorMED, its Affiliates and itslicensees prior to the Effective Date;

 

### (b)                                 any breach or violation by AnorMED of, or failureto properly perform, any covenant or agreement made in this Agreement; or

 

### (c)                                  any breach by AnorMED of any of its representations or warrantiesmade in this Agreement;

 

unlessand to the extent such Loss arises from or is related to the gross negligence,wilful misconduct or fraud of the NeoRx Indemnified Parties.

 

## **15.3**                        ClinicalTrials.

 

NeoRx acknowledges and agrees that AnorMED shall have no liability for,no responsibility for and no control over the conduct of *in vivo*, animal or humanclinical studies conducted by or on behalf of NeoRx and/or its Affiliates ortheir respective sublicensees utilizing the Licensed Compounds and the LicensedProducts in the Field.  The

 

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performance of any human clinical studies in respect to the use of theLicensed Compounds and the Licensed Products in the Field shall be the soleresponsibility of NeoRx.

 

## **15.4**                        Unauthorized Commerce Indemnity.

 

In addition, NeoRx agrees to indemnify and hold harmless the AnorMEDIndemnified Parties and will defend them from and against any and all Lossesarising out of or relating to the alleged or actual unapproved or unauthorizeduse by NeoRx or its Affiliates or their respective sublicensees of LicensedProduct prior to Regulatory Approval.

 

## **15.5**                        IndemnificationProcedure.

 

If a party eligible for indemnification under this Article 15 (inthis section, an “**Indemnified Party**”), receives any writtenclaim which it believes gives rise to indemnification under thisArticle 15, the Indemnified Party shall give notice of the claim to theother party (the “**Indemnifying Party**”), including fullparticulars of the claim to the extent known to the Indemnified Party,provided, however, that the failure to give timely notice as contemplatedhereby shall not release the Indemnifying Party from any liability to indemnifyany persons indemnified under this Article 15 to the extent such failuredoes not compromise the Indemnifying Party’s ability to prosecute such claim,and, subject to Article 10 in respect of infringement claims andinfringement actions, the following shall apply:

 

### (a)                                  the Indemnifying Party shall have the right, byprompt notice to the Indemnified Party, to assume the defense of the claim withcounsel reasonably satisfactory to the Indemnified Party, and at theIndemnifying Party’s cost and expense;

 

### (b)                                 if the Indemnifying Party does not so assumethe defense of the claim, the Indemnified Party may assume the defense withcounsel of its choice at the Indemnifying Party’s cost and expense;

 

### (c)                                  if the Indemnifying Party assumes the defenseof the claim, the Indemnified Party may participate therein through counsel ofits choice, but the cost of such counsel shall be borne solely by theIndemnified Party;

 

### (d)                                 the Indemnified Party shall render allreasonable assistance to the Indemnifying Party and all out-of-pocket costs ofthis assistance shall be borne solely by the Indemnifying Party; and

 

### (e)                                  no claim shall be settled other than by theparty defending the claim, and then only with the consent of the other party,which shall not be unreasonably withheld, provided that the Indemnified Partyshall have no obligation to consent to any settlement of any claim whichimposes on the Indemnified Party any liability or obligation which cannot beassumed and performed in full by the Indemnifying Party, and provided furtherthat refusal of the Indemnified Party to consent to any settlement agreed to bythe Indemnifying Party shall limit the Indemnifying Party’s obligation underthis Article 15 to the terms refused by the Indemnified Party.

 

# **Article 16 REPRESENTATIONS ANDWARRANTIES OF NEORX.**

 

## **16.1**                        Representations and Warranties

 

NeoRxhereby represents and warrants the following as of the date hereof and as ofthe date that each milestone payment is made in shares of NeoRx Common Sharespursuant to Sections 6.3(a) and 6.3(b) (each a “**Share Payment Date**”):

 

### (a)                                  CorporateOrganization and Authority. NeoRx:

 

#### (i)                                     isa corporation duly organized, validly existing, authorized to exercise all itscorporate powers, rights and privileges, and in good standing in the State ofWashington; and

 

#### (ii)                                  hascorporate power and authority to enter into this Agreement and to carry out thetransactions contemplated herein.

 

### (b)                                 Authorization.  All necessary corporate action on the partof NeoRx for the execution and delivery of this Agreement has been taken andall necessary corporate action on the part of NeoRx for the issuance anddelivery of the Common Shares being issued on each Share Payment Date shall havebeen taken prior to such Share Payment Date. This Agreement constitutes a validand legally binding obligation of NeoRx enforceable in accordance with itsterms, except as may be limited by bankruptcy, reorganization,

 

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### insolvency,moratorium and similar laws of general application relating to or affecting theenforcement of rights of creditors, and except as enforceability may be limitedby principles of public policy, and to rules of law governing specificperformance, injunctive relief and other equitable remedies.

 

### (c)                                  NoConflicts; Required Filings.

 

#### (i)                                     Theperformance by NeoRx of this Agreement and the transactions contemplated hereindo not violate, or constitute a default under, and will not result in anyviolation of or constitute a default under, with or without the passage of timeor the giving of notice of (1) any provision of NeoRx’s charter or bylaws as ineffect on the relevant Share Payment Date; (2) any provision of any judgment,decree or order to which NeoRx is a party or by which it or any of itsproperties is bound; (3) any contract, obligation or commitment to which NeoRxis a party or by which it or any of its properties is bound, which violation ordefault would, individually or in the aggregate, (A) prevent or materiallydelay consummation of the transactions contemplated under this Agreement, (B)otherwise have a material adverse effect on the ability of NeoRx to perform itsobligations under this Agreement and (C) individually or in the aggregate,result in any change, event, development, effect or condition that is or isreasonably likely to be materially adverse to the assets, liabilities,business, financial condition or results of operations of NeoRx (each of theforegoing items in (A), (B) or (C) being referred to herein as “**MaterialAdverse Effect**”); or (4) any statute, rule or governmentalregulation applicable to NeoRx, which violation or default would, individuallyor in the aggregate, have a Material Adverse Effect.

 

#### (ii)                                  Theexecution, delivery and performance by NeoRx of this Agreement and thetransactions contemplated herein do not and will not require any consent,approval, authorization or permit of, or filing with or without notificationto, any governmental or regulatory authority, United States or foreign, except(1) as may be required by the Hart-Scott-Rodino Antitrust Improvements Act of1976, as amended, together with the rules and regulations thereunder, and anysimilar foreign antitrust law or regulation (“**Antitrust Laws**”); (2) forapplicable requirements, if any, of the Securities Act of 1933, as amended,including the rules and regulations promulgated thereunder (the “**SecuritiesAct**”), or securities laws of the various states of the United States(the “**BlueSky Laws**”); and (3) where the failure to obtain such consents,approvals, authorizations or permits, or to make such filings or notifications,would not have a Material Adverse Effect.

 

### (d)                                 CapitalStock. NeoRx has reserved a sufficient number of shares of Common Shares forissuance to AnorMED in accordance with NeoRx’s obligations under this Agreementon or prior to each of the Share Payment Dates.

 

### (e)                                  Validityof Common Shares. The Common Shares issued on each Share Payment Date, whenissued, sold and delivered in accordance with the terms and for theconsideration set forth in this Agreement, shall be duly and validly issued andoutstanding, fully paid, nonassessable and free and clear of all securityinterests, pledges, mortgages, liens, taxes, proxies, charges, adverse claimsof ownership or use, and restrictions, including pre-emptive rights, rights offirst refusal and other similar rights, restrictions on the resale, use,voting, receipt of income or other exercise of any attributes of ownership andrestrictions on transfer, defects of title or other encumbrance of any kind orcharacter entitling any person to purchase or acquire an ownership interest inany of such Common Shares, other than restrictions on transfer set forth inthis Agreement and under federal and state securities laws.

 

### (f)                                    SECFilings; Financial Statements.

 

#### (i)                                     NeoRxhas timely filed all forms, reports and documents required to be filed by itwith the Securities and Exchange Commission (the “**SEC**”) since December 31,2002 (the “**SEC Reports**”) including, its (1) most recent Annual Report onForm 10-K; (2) each Quarterly Report on Form 10-Q filed with the SEC since thedate of its most recent Annual Report on Form 10-K; (3) most recent proxystatement for the annual meeting of stockholders; and (4) all Current Reportson Form 8-K filed with the SEC since the date of NeoRx’s most recent report onForm 10-Q. NeoRx has filed additional reports and documents with the SEC thatmay be accessed at www.sec.gov. As of their respective dates, the SEC Reports:(A) were prepared in accordance with the requirements of the SecuritiesExchange Act of 1934, as amended (the “**Exchange Act**”); and (B) did not at the timethey were filed contain any untrue statement of a material fact or omit

 

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#### tostate a material fact required to be stated therein or necessary in order tomake the statements therein, in light of the circumstances under which theywere made, not misleading. Except to the extent that information contained inany SEC Report has been updated, revised, supplemented or amended by alater-filed SEC Report, none of the SEC Reports contains an untrue statement ofmaterial fact or omits to state a material fact required to be stated thereinor necessary in order to make the statements therein, in light of thecircumstances under which they were made, not misleading. As of the date ofthis Agreement, no subsidiary of NeoRx is subject to the reporting requirementsof the Exchange Act.

 

#### (ii)                                  Eachof the financial statements (including, in each case, any notes thereto)contained in the SEC Reports (collectively, the “**Financial Statements**”) (1)complied as to form in all material respects with the published rules andregulations of the SEC applicable thereto; (2) were prepared in accordance withgenerally accepted accounting principles applied on a consistent basisthroughout the periods covered (except as may be indicated in the notes to suchfinancial statements or, in the case of unaudited statements, as permitted byForm 10-Q of the SEC, and except that the unaudited financial statements maynot contain footnotes and are subject to normal and recurring year-endadjustments that did not and will not, individually or in the aggregate, bematerial in amount); and (3) fairly present in all material respects theconsolidated financial position of NeoRx as of the respective dates thereof andthe consolidated results of operations and cash flows of NeoRx for the periodscovered thereby. The auditors who have certified the financial statements ofNeoRx contained in the SEC Reports are independent public accountants asrequired by the Securities Act and the rules and regulations thereunder. Exceptas disclosed in the SEC Reports and except for matters which are not, individuallyor in the aggregate, reasonably expected to have a Material Adverse Effect,NeoRx has no obligations or liabilities, whether or not accrued, contingent orotherwise and whether or not required to be disclosed.

 

### (g)                                 Sarbanes-Oxley.NeoRx’s principal executive officer and principal financial officer haveevaluated the effectiveness of NeoRx’s disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) described in the SEC Reports, and the conclusionsregarding the effectiveness of the disclosure controls and procedures set forthin the SEC Reports are true and correct in all material respects. The Chairmanand Chief Executive Officer and the Vice President, Finance of NeoRx havesigned, and NeoRx has furnished to the SEC, all certifications required bySection 906 of the Sarbanes-Oxley Act of 2002; such certifications containno qualifications or exceptions to the matters certified therein, except as toknowledge, and have not been modified or withdrawn; and neither NeoRx nor anyof its officers has received notice from any governmental entity questioning orchallenging the accuracy, completeness, content, form or manner of filing orsubmission of such certifications.

 

### (h)                                 PrivateOffering. Subject to the accuracy of AnorMED’s representations set forth inSection 17.1(c), Section 17.1(f) and Section 17.1(h), the offer,sale and issuance of the Shares in accordance with the terms of this Agreementis in compliance with all applicable laws, exempt from the registration requirementsof Section 5 of the Securities Act and exempt from applicable stateregistration or qualification requirements, other than those with which NeoRxhas complied or will comply.

 

### (i)                                     NASDAQCompliance. NeoRx’s Common Shares are registered pursuant to Section 12(g)of the Exchange Act and is listed on the NASDAQ SmallCap Market, and NeoRx hastaken no action designed to, or likely to have the effect of, terminating theregistration of the Common Shares under the Exchange Act or delisting the CommonShares from the NASDAQ SmallCap Market.

 

### (j)                                     InvestmentCompany. NeoRx is not an “investment company” or an “affiliated person” of, or“promoter” or “principal underwriter” for an investment company, within themeaning of the Investment Company Act of 1940, as amended.

 

### (k)                                  Litigation.Except as disclosed in the SEC Reports, there is no legal action, suit,arbitration or other legal, administrative or governmental proceeding pendingor, to NeoRx’s knowledge, threatened against NeoRx that could reasonably be expectedto have a Material Adverse Effect.

 

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# **Article 17 REPRESENTATIONS ANDWARRANTIES OF ANORMED.**

 

## **17.1**                        Representations and Warranties

 

AnorMEDhereby represents and warrants to NeoRx the following:

 

### (a)                                  Authorization.All necessary corporate action on the part of AnorMED for the execution,delivery and performance of its obligations under this Agreement and for theconsummation of the transactions contemplated hereby has been taken. ThisAgreement constitutes a valid and legally binding obligation of AnorMEDenforceable in accordance with its terms.

 

### (b)                                 CorporateOrganization and Authority. AnorMED is a corporation duly organized, validlyexisting, and in good standing under the laws of Canada. AnorMED has thecorporate power, authority and capacity to execute and deliver this Agreementand to perform its obligations under this Agreement and any documentcontemplated to be delivered hereby.

 

### (c)                                  PurchaseEntirely for Own Account. This Agreement is made with AnorMED in reliance uponAnorMED’s representation to NeoRx, which by AnorMED’s execution of thisAgreement AnorMED hereby confirms, that the Common Shares to be purchased byAnorMED will be acquired for investment for AnorMED’s own account, not as a nomineeor agent, and not with a view to the resale or distribution of any partthereof. AnorMED has no present intention of selling, granting anyparticipation in or otherwise distributing the same. By executing thisAgreement, AnorMED further represents that AnorMED does not presently have anycontract, undertaking, agreement or arrangement with any person to sell,transfer or grant participations to such person or to any third person, withrespect to any of the Common Shares and AnorMED has not been formed for thespecific purpose of acquiring the Common Shares.

 

### (d)                                 RestrictedSecurities. AnorMED understands that the Common Shares have not been, and willnot be, registered under the Securities Act, by reason of a specific exemptionfrom the registration provisions of the Securities Act, which depends upon,among other things, the bona fide nature of the investment intent and theaccuracy of AnorMED’s representations as expressed in Section 17.1(c).AnorMED understands that the Common Shares are “restricted securities” underapplicable U.S. federal and state securities laws and that, pursuant to theselaws, AnorMED must hold the Common Shares indefinitely unless they areregistered with the SEC and qualified by state authorities, or an exemptionfrom such registration and qualification requirements is available.

 

### (e)                                  Legends.AnorMED understands that the Common Shares shall bear the following legend:

 

#### (i)                                     “THESHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED ORHYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS NEORX HASRECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO NEORX AND ITSCOUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

 

### (f)                                    AccreditedInvestor. AnorMED is an “accredited investor” in:

 

#### (i)                                     theUnited States pursuant to Rule 501(a) of Regulation D promulgated under theSecurities Act; and

 

#### (ii)                                  Canadapursuant to subsection 1.1(m) of the definition of “accredited investor”set forth in Multilateral Instrument 45-103 – *Capital Raising Exemptions*.

 

### (g)                                 Reliance.AnorMED has, in connection with its decision to purchase the number of CommonShares set forth herein, relied solely upon the SEC Reports and therepresentations and warranties of NeoRx contained in this Agreement.

 

### (h)                                 InvestmentExperience. AnorMED has such knowledge and experience in financial and businessmatters that AnorMED is capable of evaluating the merits and risks of theinvestment in the Common Shares.

 

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# **Article 18 REGISTRATIONRIGHTS.**

 

NeoRx shall use all commercially reasonable efforts to file aregistration statement with the Securities and Exchange Commission coveringresale of those shares of unregistered Common Stock issued pursuant toSection 6.2(b) within [*] after the date of this Agreement and use allcommercially reasonable efforts to cause such registration statement to becomeeffective within [*] after such filing date (or [*] after the filing date ifthe registration statement is reviewed by the SEC).  NeoRx shall use all commercially reasonable efforts to file aregistration statement with the Securities and Exchange Commission coveringresale of those shares of unregistered Common Stock issued pursuant toSection 6.3(a) within [*] after the achievement of the milestone set forthin Section 6.3(a) and use all commercially reasonable efforts to causesuch registration statement to become effective within [*] after such filingdate (or [*] after the filing date if the registration statement is reviewed bythe SEC).  NeoRx, shall use allcommercially reasonable efforts to file a registration statement,post-effective amendment or prospectus supplement, as applicable, with theSecurities and Exchange Commission covering resale of those shares ofunregistered Common Stock issued pursuant to Section 6.3(b) within [*] ofachievement of the milestone set forth in Section 6.3(b) and use allcommercially reasonable efforts to cause such registration statement to becomeeffective within [*] after such filing date (or [*] after the filing date ifthe registration statement is reviewed by the SEC).  If a requested registration statement is not filed within theapplicable [*] period set forth above or if such registration statement is notdeclared effective by the SEC within [*] (or [*], as applicable) thereafter,then AnorMED shall, at AnorMED’s sole option and election, have the right atany time within the subsequent [*] after the expiration of such [*] period totender the previously-issued shares of NeoRx Common Stock received pursuant toSections 6.2(b), 6.3(a) and 6.3(b), as applicable, by written notice to NeoRxand in lieu shares of NeoRx Common Stock receive the amount specified inSections 6.2(b), 6.3(a) or 6.3(b), as applicable, in cash.  Notwithstanding the foregoing, AnorMED shallnot be entitled to registration rights under this Agreement and shall not beentitled to the right to tender shares to NeoRx if all of the shares of NeoRxCommon Stock held by AnorMED may be sold by AnorMED pursuant to Rule 144 of theSecurities Act during any [*] period as determined by counsel to NeoRx pursuantto a written opinion letter, reasonably satisfactory in form and substance toAnorMED, addressed to NeoRx’s transfer agent to such effect; provided, further,that if any of the shares of NeoRx Common Stock held by AnorMED may be sold byAnorMED pursuant to Rule 144(k) of the Securities Act, then the opinion ofNeoRx’s counsel shall also state that the restrictive legends on the stockcertificates representing such shares be removed pursuant to Rule 144(k).

 

# **Article 19 MISCELLANEOUS.**

 

## **19.1**                        Assignment; Inurement.

 

Neither this Agreement nor any interest under this Agreement shall beassignable by either party without the prior written consent of the otherparty.  Assignment in contravention ofthis Section 19.1 shall be considered a material breach of this Agreementpursuant to Section 14.4.  Subjectto other provisions of this Section 19.1, all rights and obligations underthis Agreement and the licenses granted in this Agreement shall be binding uponand inure to the benefit of the successors in interest of the respectiveparties.  Any assignment in violation ofthe foregoing shall be null and void. In the event that NeoRx assigns its rights and obligations under thisAgreement to a Third Party in accordance with the terms of thisSection 19.1, all payments due and payable to AnorMED under this Agreementby such Third Party after the effective date of assignment shall be made incash including, in particular, payments due and payable to AnorMED pursuant toArticle 6.

 

## **19.2**                        DisputeResolution.

 

### (a)                                  Prior to engaging in any formal disputeresolution with respect to any dispute, controversy or claim arising out of orin relation to this Agreement or the breach, termination or invalidity of thisAgreement (each, a “**Dispute**”), the Chief Executive Officers ofthe parties shall attempt for a period not less than 60 days to resolve theDispute.

 

### (b)                                 Except as otherwise set out in thisSection 19.2, any Dispute that cannot be settled amicably by agreement ofthe parties pursuant to Subsection 19.2(a) shall be finally settled byarbitration in accordance with the arbitration rules (the “**Rules**”) of the AmericanArbitration Association then in force, by three arbitrators.  Each party shall select one arbitrator andthe selected party arbitrators shall select the third arbitrator.  Each such arbitrator shall have appropriateexperience in the biopharmaceutical industry. Arbitration proceedings may not be instituted until the party allegingbreach of this Agreement by the other party has

 

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### given the other party the 60 days notice to remedy any alleged breach(as more specifically set out in other parts of this Agreement) and the otherparty has failed to do so.

 

### (c)                                  The place of arbitration shall be Seattle,Washington if initiated by AnorMED and Vancouver, British Columbia if initiatedby NeoRx.

 

### (d)                                 The award rendered in any arbitration shall befinal and binding upon both parties. The judgment rendered by the arbitrators shall include costs ofarbitration, reasonable attorneys’ fees and reasonable costs for any expert andother witnesses.

 

### (e)                                  Nothing in this Agreement shall be deemed aspreventing either party from seeking injunctive relief (or any otherprovisional remedy) from any court having jurisdiction over the parties and thesubject matter of the Dispute as necessary to protect either party’s name,Confidential Information or Intellectual Property.

 

### (f)                                    Judgment upon the award may be entered in anycourt having jurisdiction, or application may be made to such court forjudicial acceptance of the award and/or an order of enforcement as the case maybe.

 

### (g)                                 Notwithstanding the provisions of Subsections19.2(b) through 19.2(f), inclusive, in the event of a Dispute relating to thecompliance by NeoRx (or its marketing partner or sublicensee, as the case maybe) with the development requirements under Section 2.1 or the commercializationrequirements under Section 4.1, the evaluationprocess set out in **Exhibit C** shall apply.

 

### (h)                                 Notwithstanding the provisions of Subsections19.2(b) through 19.2(f), inclusive, either party shall be free to submit anyDispute relating to Intellectual Property to any court having jurisdiction overthe parties and the subject matter of the Dispute and to seek such relief andremedies as are available in that court.

 

## **19.3**                        EntireAgreement.

 

This Agreement and all Exhibits attached to this Agreement (which shallform an integral part of this Agreement), entered into as of the date firstwritten above, constitute the entire agreement between the parties relating tothe subject matter hereof and supersede all previous writings andunderstandings.  No terms or provisionsof this Agreement shall be varied or modified by any prior or subsequentstatement, conduct or act of either of the parties, except that the parties maymutually amend this Agreement by written instruments specifically referring toand executed in the same manner as this Agreement.  In the event of conflict between the terms and conditions of thisAgreement and those of any Exhibit attached to this Agreement or any otheragreement executed by the parties, the terms and conditions of this Agreementshall govern, unless the parties expressly provide that the conflicting term orcondition of such Exhibit or agreement shall supersede the corresponding termor condition of this Agreement.

 

## **19.4**                        ForceMajeure.

 

If the performance of any part of this Agreement by either party, or ofany obligation under this Agreement, is prevented, restricted, interfered withor delayed by reason of any cause beyond the reasonable control of the partyliable to perform, unless conclusive evidence to the contrary is provided, theparty so affected shall, upon giving written notice to the other party, beexcused from such performance to the extent of such prevention, restriction,interference or delay, provided that the affected party shall use itsreasonable commercial efforts to avoid or remove such causes of non-performanceand shall continue performance with the utmost dispatch whenever the causes areremoved.  When such circumstances arise,the parties shall discuss what, if any, modification of the terms of this Agreementmay be required in order to arrive at an equitable solution.

 

## **19.5**                        FurtherAssurances.

 

The parties shall both execute and deliver such further instruments anddo such further acts as may be required to implement the intent of thisAgreement.

 

## **19.6**                        GoverningLaw.

 

This Agreement shall be governed by the laws of the State of Washingtonand the United States of America applicable withoutregard to conflict of law provisions contained therein.

 

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## **19.7**                        Insurance.

 

Commencing at the time of NeoRx’ initial clinical testing of a LicensedProduct, NeoRx shall maintain liability insurance with respect to itsactivities under the Development Program and any other development activitiesat commercially reasonable and appropriate levels.  NeoRx currently maintains, with respect to clinicaldevelopment-related activities, insurance coverage in an amount equal to [*]per occurrence.  NeoRx shall maintainsuch insurance for so long as it conducts activities under the DevelopmentProgram or any other development activities. NeoRx’ general liability insurance shall name AnorMED as an additionalinsured.  Uponrequest, NeoRx shall provide AnorMED with evidence of such insurance coverage.

 

## **19.8**                        Notices.

 

All notices in connection with this Agreement shall be in writing andshall be:

 

### (a)                                  delivered personally; or

 

### (b)                                 mailed by registered or certified mail (returnreceipt requested and postage prepaid); or

 

### (c)                                  sent by express courier service (receiptverified); or

 

### (d)                                 sent by facsimile transmission (withconfirmation notice sent as described above);

 

to the following addresses of the parties:

 
| If to AnorMED: |                       | If to NeoRx:                                 |
|----------------|----------------------------|----------------------------------------------|
|           |                       |                                         |
|           | AnorMED  Inc.              |                                         |   | NeoRx Corporation. |
|           | #200  - 20353 64th Ave     |                                         |   | 300  Elliott Avenue West, Suite 500 |
|           | Langley,  British Columbia |                                         |   | Seattle, Washington |
|           | Canada  V2Y 1N5            |                                         |   | USA  98119-4114 |
|           |                       |                                         |   |   |
|           | Attention:                 | President and  Chief Executive Officer  |   |   | Attention: | Chief Executive Officer |
|           |                       |                                         |   |   | Facsimile: | (206) 286-2537 |
|           | Facsimile:                 | (604)  530-0976                              |   |   |   |   |
|           |                       |                                         |   | With a copy to the NeoRx Legal Department. |

 

Any notice shall be deemed to have been received:

 

### (e)                                  on the date of delivery, if deliveredpersonally or by express courier; or

 

### (f)                                    on the fifth Business Day following the date ofmailing if sent by registered or certified mail; or

 

### (g)                                 on the next Business Day following the date oftransmission if sent by facsimile transmission.

 

## **19.9**                        Changeof Address.

 

Either party may, at any time, give notice of any change of address tothe other and the address specified in the notice shall be that party’s addressfor the purpose of receiving notices.

 

## **19.10**                 Rights and Remedies.

 

The rights and remedies available under this Agreement shall becumulative and not alternative and shall be in addition to and not a limitationof any rights and remedies otherwise available to the parties at law or inequity.

 

## **19.11**                 Severability.

 

In the event any portion of this Agreement shall be held illegal, voidor ineffective, the remaining portions of this Agreement shall remain in fullforce and effect.  If any of the termsor provisions of this Agreement are in conflict with any applicable statute orrule of law, then such terms or provisions shall be deemed inoperative to theextent that they may conflict therewith and shall be deemed to be modified toconform with such statute or rule of law.

 

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## **19.12**                 Counterparts; Facsimile.

 

This Agreement may be executed in any number of counterparts (eitheroriginally or by facsimile), each of which shall be deemed to be an originaland all of which taken together shall be deemed to constitute one and the sameinstrument.

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreementto be executed by its duly authorized officer as of the date first writtenabove.

 
| **ANORMED  INC.**              |   | **NEORX  CORPORATION**        |
|--------------------------------|--------|-------------------------------|
| by its authorized signatory:   |   | by its authorized signatory:  |
|                           |   |                          |
|                           |   |                          |
| /s/ Michael J. Abrams          |   | /s/ Jack L. Bowman            |
| Name:  Michael J. Abrams  |   | Name:  Jack L. Bowman    |
| Title:  President and CEO |   | Title:  Chairman and CEO |

 

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**EXHIBIT AANORMED PATENTS**

 

The Patents set out on the following tables comprise the AnorMEDPatents:  [*]

 

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**EXHIBIT BDEVELOPMENT PROGRAM**

** **

TheDevelopment Program shall include the following clinical studies:

 

1.                                       A [*] study [*] AMD473; and

 

2.                                       A Phase II study to confirm and/or demonstrateactivity in a cancer indication [*] of AMD473.

 

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**EXHIBIT CEVALUATION PROCESS**

 

Evaluation of Commercialization Activities.

 

1.                                       Each party shall select a mutually acceptable person as anindependent evaluator (each an “**Evaluator**”) and the two selected Evaluatorsshall select a mutually acceptable third Evaluator, to conduct the evaluationset forth in Section 2 of this **Exhibit C**. If the parties cannot agree on the choice of Evaluators, the selectingauthority shall be the British Columbia International Commercial ArbitrationCentre.

 

2.                                       Unless the parties mutually agree otherwise, the following rules and procedures shallgovern the conduct of the parties and the Evaluators before and during theinvestigation by the Evaluators:

 

(a)                                  within [*] after the selection of the Evaluators, NeoRx shallprovide to the Evaluators and AnorMED a written summary of its position.  Upon receipt of NeoRx’ summary, AnorMED shallhave [*] to prepare and submit to NeoRx and the Evaluators its own summary inreply to the summary submitted by NeoRx; and

 

(b)                                 on receipt of the summaries and any other documents, statements orrecords submitted by the parties, the Evaluators shall have [*] within which toconduct such further inquiries as the Evaluators may deem necessary for thepurpose of reviewing the efforts made by NeoRx with respect to:

 

(i)                                     the development of the Licensed Products in compliance with therequirements of Section 2.1; or

 

(ii)                                  the promotion, marketing, sale or other commercialization of theLicensed Products in compliance with the requirements of Section 4.1.

 

For the purpose of conducting such an inquiry, theEvaluators shall have the right to:

 

(iii)                               require either party to disclose any further documents or recordswhich the Evaluators consider to be relevant;

 

(iv)                              interview or question either orally (or by way of written questions)one or more representatives of either party on issues deemed to be relevant bythe Evaluators;

 

(v)                                 make an “*on site*” inspection of NeoRx’ facilities;and

 

(vi)                              obtain if necessary, the assistance of an independent expert toprovide technical information with respect to any area in which the Evaluatorsdo not have a specific expertise.

 

3.                                       The Evaluators shall within [*] after starting the inquiry, prepare a reportsetting out the Evaluators’ findings and conclusions as to whether or not NeoRx is in breach ofSection 2.1 or Section 4.1, as the case may be.  If the Evaluators determine that NeoRx is inbreach, then the Evaluators shall specify in the report the Evaluators’conclusions as to what additionalmeasures may be required to achieve compliance with Section 2.1or Section 4.1, as the case may be, and NeoRx shallthereafter make the efforts so specified. If NeoRx fails to make such efforts, after notice of termination forbreach provided in accordance with the terms of Section 14.4, thenAnorMED’s sole remedy for NeoRx’ failure to make the efforts specified inSection 2.1 or Section 4.1, as the case may be, shall be that thisAgreement may be terminated in accordance with Section 14.4.

 

4.                                       The report and conclusions of the Evaluators shall be delivered to NeoRx andAnorMED, and shall be accepted by both parties as final and binding.

 

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5.                                       AnorMED may not callfor more than one evaluation pursuant hereto in any [*] period.  The cost of an evaluation hereunder shall beborne [*].

 

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