**Exhibit10.30**

 

**NEORX CORPORATIONINCENTIVE STOCK OPTION AGREEMENT UNDER2004 INCENTIVE COMPENSATION PLAN**

 

**THIS AGREEMENT** is made between NeoRx Corporation (“NeoRx”) and **«Name»**.  Capitalized terms not explicity defined inthis Agreement but defined in the NeoRx Corporation 2004 Incentive CompensationPlan (the “Plan”) shall have the same definitions as in the Plan.

 

**Grant Date**.  Theeffective date of this Agreement is **«Date»** (the “Grant Date”).

 

**Grant**.  TheCompensation Committee of the Board of Directors hereby grants to you an Optionto purchase **«Shares»** shares(the “Shares”) of NeoRx Common Stock at the Option price of $**«Price»** per share (“Option”)pursuant to the terms and conditions of the Plan.

 

**Incentive StockOption**.  ThisOption is intended to be an “incentive stock option” as that term is used underSection 422 of the Internal Revenue Code of 1986, as amended.  Any portion of this Option which exceeds thelimits contained in Internal Revenue Code Section 422 or would otherwisenot qualify as an incentive stock option under that Section will be treated asa nonqualified stock option.

 

**Term**.  The term of the Option is tenyears from the Grant Date, unless sooner terminated.

 

**Exercise**.  During your lifetime only you canexercise the Option.  The Plan providesfor exercise of the Option by the personal representative of your estate or thebeneficiary thereof following your death.

 

**Termination ofOption**.  Theunvested portion of the Option will terminate automatically upon termination ofyour employment or other service relationship with NeoRx or a relatedcorporation for any reason.  The vestedportion of the Option will remain exercisable after termination of youremployment or other service relationship with NeoRx or a related corporationuntil the earliest of:

 

(a)                                  three months aftertermination for any reason other than for Cause, Retirement or by reason ofTotal Disability or death;

 

(b)                                 one year aftertermination by reason of Retirement, Total Disability or death;

 

(c)                                  immediately upon termination for Cause;and

 

(d)                                 the tenth anniversary ofthe Grant Date.

 

If you die while the Option is still exercisable, theOption will remain exercisable until the earlier of (i) the tenthanniversary of the Grant Date and (ii) one year from the date of death.

 

**It is your responsibility to be awareof the date on which the Option terminates and is no longer exercisable.**

 

**Transferabilityof Option**.  TheOption is not transferable except by will or by the applicable laws of descentand distribution.  Notwithstandingthe foregoing, the Plan Administrator, in its sole discretion, may permit youto assign or transfer an Award; provided, however, that the Option shallcontinue to be subject to all the terms and conditions of the Plan and thisAgreement.

 

**Vesting andExercisability**.  **[*Alt. 1****:  For new hireEmployee ISO grants*:  TheOption will vest and become exercisable at the rate of 25% one year after theGrant Date and thereafter in equal monthly amounts over the next three years.**]**  **[*Alt. 2***:*  For post-hireISO grant to Employees, e.g., company-wide employee stock grants, promotions*:  The Option will vest and become exercisableat the rate of 1/48th per month with the first monthly portion vesting on                               .**]**

 

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**Terms ofPayment**.  TheOption price must be paid in full at the time of exercise in cash or by checkacceptable to the Compensation Committee or to the extent permitted by theCompensation Committee, in NeoRx Common Stock (which generally must have beenheld for at least six months), delivery of an exercise notice, together withirrevocable instructions to a broker to deliver to NeoRx the amount of proceedsnecessary to pay the exercise price, or any other form of considerationpermitted by  the Compensation Committee,or a combination thereof, as the Compensation Committee may determine.  Common Stock delivered as full or partialpayment upon exercise will be valued at the fair market value of the Common Stock.  In addition, you must pay or otherwise makeprovision for any applicable tax withholding amounts that may become due onexercise before NeoRx will be obligated to issue any Shares to you.

 

**Dividend, StockSplit, Combination or Reclassification**.  If, from time to time, during the term of thisAgreement, there is any stock dividend, stock split, combination of shares, orreclassification of the outstanding Common Stock, then any and all new,substituted or additional shares to which you are entitled by reason of thisAgreement will be included in the word “Shares” for all purposes of thisAgreement with the same force and effect as the Shares presently subject tothis Agreement and there will be a corresponding adjustment to the price foreach Share.

 

*[SignaturePage Follows Immediately]*

 

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**Acceptance andAcknowledgment**.  By yoursignature below, you accept the Option described above and in the Plan, andacknowledge receipt of a copy of this Agreement, the Plan and the PlanSummary.  You also acknowledge that youhave read and understand the Plan, including the provisions of Section 13.

 

 
|   | NEORX  CORPORATION |                   |
|--------|--------------------|------------------------|
|   |               |                   |
|   |               |                   |
|   | By:                |                   |   |
|   |               | Anna  Lewak Wight      |   |
|   |               | Vice  President, Legal |   |
|   |               |                   |
|   |               |                   |
|   | EMPLOYEE:          |                   |
|   |               |                   |
|   |               |                   |
|   | Signature:         |                   |   |
|   |               |                   |   |
|   | Date:              |                   |   |
|   |               |                   |   |
|   | Address:           |                   |   |
|   |               |                   |   |
|   |               |                   |   |
|   |               |                   |   |
|   | Taxpayer I.D.:     |                   |   |
|        |                    |                        |  |  |  |  |  |  |

 

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