**Exhibit 10.22**

** **

[*]Indicates that a portion of this exhibit has been omitted based on a requestfor confidential treatment submitted to the Securities and ExchangeCommission.  The omitted portion hasbeen filed separately with the Commission.

 

**SUPPLYAGREEMENT**

 

This agreement (the “Agreement”) is entered into effective as ofMarch 1, 2004 by and between The Curators of The University of Missouri, apublic corporation of the State of Missouri, contracting on behalf of itsResearch Reactor Center, University of Missouri-Columbia (hereafter“University”), and NeoRx Corporation, a Washington corporation (“NeoRx”).  University and NeoRx may hereafter from timeto time be referred to collectively as the “Parties” and individually as a“Party.”

 

**WITNESSETH**

 

WHEREAS, NeoRx has obtained the rights to use certain technology andprocesses to make, use, sell and distribute certain radiopharmaceuticalproducts for clinical and commercial purposes; and

 

WHEREAS, University owns facilities and has technical expertise to produceradioisotopes, which are necessary for NeoRx to produce its radiopharmaceuticalproducts; and

 

WHEREAS, NeoRx desires that University manufacture and supply to and onbehalf of NeoRx certain quantities of reactor-produced radioisotopes inradiochemical form from University, and University is willing and able toprovide such radioisotopes to and on behalf of NeoRx, all in accordance withthe terms and conditions set forth in this Agreement;

 

NOW THEREFORE, in consideration of the foregoing promises andagreements set forth herein, the Parties agree as follows:

 

# **ARTICLE I - DEFINITIONS**

 

1.1           “Affiliate” of aParty means any corporation or other business entity controlled by, controllingor under common control with such Party. For this purpose, “control” means direct or indirect beneficialownership of [*] more of the voting and income interest in such corporation orother business entity.

 

1.2           “Batch” means aspecific quantity of the product intended to have uniform character and qualityand produced according to a single manufacturing order during the same cycle ofmanufacture.

 

1.3           “Batch Record” meansa QA approved copy of the Master Batch Record used for the execution of theprocessing of a specific Batch.

 

1.4           “Calibration Time”means 12 Noon Central Time the day of manufacture of the Product.  For purposes of this agreement, CalibrationTime will be either 12 Noon

 

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CentralStandard Time (CST) or 12 Noon Central Daylight Time (CDT), whichever isofficially in effect in Columbia, Missouri.

 

1.5           “Certificate ofAnalysis” for the purposes of this agreement, shall be interpreted the same asa Certificate of Conformance.  This is awritten certificate produced by the University verifying and certifying thatthe Batch of the product was processed in accordance with theMaster Batch Record and meets the Release Specifications.

 

1.6           “cGMP” means thecurrent Good Manufacturing Practices as required by FDA under 21 CFR Parts 210,211, and 820.  This includes FDAregulations, policies, or guidelines in effect at a particular time for themanufacture, testing and quality control of radiochemicals to be furtherprocessed into a radiopharmaceutical drug product.

 

1.7           “Curie” or “Ci” is aradioactivity measure as defined in general scientific literature.  All references to Curies or Ci amounts arestated in terms of Calibration Time unless otherwise specified.  The total Curie content in the Product willbe determined as described in the Standard Operating Procedure for totalactivity level.

 

1.8           “Effective Date” meansthe date this Agreement is entered into, as indicated in the first paragraph ofthis Agreement.

 

1.9           “Facility” meansUniversity’s manufacturing facility located at Research Reactor Center,University of Missouri-Columbia.

 

1.10         “FDA” means theUnited States Federal Food and Drug Administration and any successor agency.

 

1.11         “Investigational NewDrug” or “IND” means an application document filed with the FDA defining aninvestigational new drug product for human use.

 

1.12         [Intentionally leftblank]

 

1.13         “Lot File” means thewritten record of the Process methodology and testing results related theretoof a specific Batch of Product ordered pursuant to a Purchase Order.  The Lot File serves as the officialdocumentation of the Process and tests performed by University for the specificBatch of Product.

 

1.14         [*].

 

1.15         “Master Batch Record”means the document, to be created by University, which sets forth themethodology and formulae for processing the Product.

 

1.16         “Minimum SupplyCapacity” has the meaning as set forth in Section 2.5.

 

1.17         “MURR” means theMissouri University Research Reactor, which is a research center withinUniversity.

 

1.18         “New DrugApplication” or “NDA” means the application for marketing a new drug productfiled with the FDA.

 

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1.19         “Process,”“Processing,” and “Processed” shall have comparable meanings and mean the actof manufacturing, handling, testing, storing, analyzing, packaging, inspecting,labeling and shipping Product in accordance with the Master Batch Record,Release Specifications and Standard Operating Procedures.

 

1.20         “Product” meansHolmium (166) Chloride Processed in accordance with this Agreement.

 

1.21         “ProprietaryInformation” means all information concerning a Party (the “Disclosing Party”)which is furnished to or created by (such as notes, analysis, compilations,studies, interpretations or other documents) the other Party or its directors,officers, employees, agents, advisors or Affiliates (collectively, the“Receiving Party”) as a result of entering into this Agreement and infurtherance hereof.  The termProprietary Information, however, shall not include information which:

 

(a)           is in the public domain or becomes generally available tothe public through no fault of either Party; or

 

(b)           the Receiving Party can show by documentary evidence waswithin its possession or control prior to its being furnished to the ReceivingParty by or on behalf of the Disclosing Party pursuant hereto, free of anyobligation of confidentiality; or

 

(c)           the Receiving Party can show by documentary evidence thatcame into its possession or control subsequent to the date of this Agreementfrom a third party free of any obligation of confidentiality; or

 

(d)           was independently developed by the Receiving Party withoutthe aid, application or use of the Proprietary Information; or

 

(e)           is required to be disclosed by law or order of anygovernmental authority of competent jurisdiction (provided, that in such event,the Receiving Party shall provide the Disclosing Party with notice of such lawor order and provide reasonable cooperation in connection with any attempt tochallenge or limit the scope of such disclosure).

 

1.22         “Purchase Order”means the definitive ordering document originated by NeoRx that sets forth thequantity of Product ordered and the delivery information.

 

1.23         “ReleaseSpecifications” means the set of analytical tests, methods, and acceptancecriteria for Product attributes which must be met in order to prove the Productmeets the standards of quality, purity, identity and strength for thissubstance.  Release Specifications are acritical part of the Process and are filed with the FDA as part of an IND, MFor an NDA.  All Release Specificationsare set forth on Exhibit A attached hereto, which were established initially byNeoRx in consultation with University and which may be amended from time totime by written agreement of the Parties and which are to conform with allrequirements of the FDA and applicable laws and regulations.  Upon such amendment, University willimplement any modified documents and/or procedures pertinent to the revisedRelease Specifications.  Both partieshave the right to propose process and

 

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specificationimprovements that are mutually beneficial, provided that no such improvements shall be implementedwithout the written approval of the other party.

 

1.24         “Standard OperatingProcedures” or “SOPs” means University’s internal written standard operatingprocedures, designed by University, governing all aspects of Processing theProduct, conducting analytical tests of Product, and maintaining recordsrelated thereto.

 

1.25         “Term” has themeaning as set forth in Section 10.1 (b).

 

1.26         “Waste” means all (a)rejected or unusable Product, (b) Product not accepted for delivery by NeoRx,for whatever reason, and (c) waste relating to University’s Processing ofProduct.

 

1.27         “Type B Package” isas defined by the Department of Transportation and the Nuclear RegulatoryCommission.

 

**ARTICLE II- MANUFACTURE & SALE OF PRODUCT**

 

## **2.1**                               Equipment

 

### **2.1.1**                     Installation

 

The Parties acknowledge that University must maintain in the Facilitysufficient dedicated equipment and associated components (the “Dedicated Equipment”)to produce product.

 

### **2.1.2**                     Exclusivity

 

(a)           During the Term, University may not use the DedicatedEquipment for any purpose other than cGMP compatible processing of Holmium-166.

 

(b)           During the Term, University grants to NeoRx the firstright to the Holmium-166 production capacity at the University.

 

## **2.2**                               Purchase and Sale of Product

 

University shall Process and sell to NeoRx, and NeoRx shall purchasefrom University, during the Term, such quantities of the Product as NeoRx mayfrom time to time order from University. University shall Process the Product in strict conformity with thisAgreement, including without limitation the Master Batch Record, StandardOperating Procedures, Release Specifications and all applicable laws andregulations.

 

## **2.3**                               Orders and Fulfillment

 

(a)           Purchase Orders.  NeoRx shall deliver to University a writtenor electronic Purchase Order for the number of Curies that NeoRx desires topurchase no later than [*] prior to the date of shipment from University.  Each Curie shall be shipped in such manner,and to such location, as requested by NeoRx in each Purchase Order, providedUniversity is legally able to do so. Shipment time shall be [*], unless mutually agreed otherwise, for [*]

 

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Type BPackage, as defined in Section 1.27, to Denton, Texas each Monday, or to suchlocation as requested by NeoRx.

 

(b)           AdditionalProvisions in Purchase Orders.  To the extent any PurchaseOrder, invoice or acknowledgement form contains any provisions additional orcontrary to the provisions of this Agreement, such additional or contraryprovision shall have no force or effect and the terms of this Agreement shallcontrol unless otherwise agreed in writing by the Parties.

 

(c)           Output and Requirements.  Duringthe Term, NeoRx agrees to purchase from the University, and the Universityagrees to supply to NeoRx, at least [*] of NeoRx’s U.S.  Product requirements.

 

(d)           Notice ofInability to Fulfill.  Universityshall notify NeoRx by telephone and in writing immediately if Universityacquires any information that it will not be able to either (i) fulfill thethen most recent Purchase Orders or (ii) maintain Minimum ProductionCapacity.  University shall promptlynotify NeoRx by telephone and in writing of any other production issues(including any proposed or potential shutdown of the Facility for any reason)or other information of which University becomes aware that may affect theregulatory status of the Product or the ability of University to supply Productin accordance with this Agreement or any Purchase Orders.  For planned, extended reactor shutdowns ofgreater than one week, the University shall notify NeoRx as soon as theshutdown is scheduled but in no case less than [*] prior to the scheduled shutdown.  For shutdowns of [*] duration or less, University shall notify NeoRxas soon as possible.  The partiesacknowledge that scheduled shutdowns of [*] duration or less, provided the University gives at least [*] notice, are not to be considered in breach ofthis Agreement.  Otherwise, theforegoing notice requirements in no way prevent the University from being inbreach of this Agreement for its failure to Process and supply Product to NeoRxpursuant to the terms of this Agreement (including, without limitation, therequirements under Section 2.3 c).

 

## **2.4**                               NeoRx’s Minimum and Maximum Purchases

 

(a)           Subject to Section2.5(a), during the Term, NeoRx shall purchase and/or pay for a minimum of [*]of Product per [*], except for [*] Thanksgiving and Christmas, and may purchaseup to a maximum of [*] of Product [*].

 

(b)           Notwithstanding theabove provisions, NeoRx will not be obligated to make payment for any Curies ofProduct for which NeoRx does not accept delivery as a result of theUniversity’s inability to make the Product available to NeoRx.

 

## **2.5**                               University’s Supply Capacity

 

(a)           Minimum SupplyCapacity.  Subject to the terms and conditions of thisAgreement, University will be capable of Processing, and NeoRx will have theright to purchase, up to [*] of Product per [*], in [*] increments, on anongoing basis throughout the Term (the “Minimum Supply Capacity”).  Throughout the Term, the University shall becapable of Processing a [*] Batch on any single day for delivery on Monday (oras otherwise mutually agreed upon each week) in time to meet NeoRx’s shippingrequirements (as set forth in Section 2.3 (a)).

 

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(b)           Basis for MinimumSupply.  The Parties agree that the Minimum SupplyCapacity will be based on the calculated activity level at CalibrationTime.  The Parties acknowledge thatalthough NeoRx will be obligated to make applicable minimum payments toUniversity as described in Section 2.4, NeoRx is not obligated to acceptdelivery of the Curies available within the University’s production capacityand that the actual number of Curies University will Process and ship percalendar week will be dependent on the Purchase Orders University receives fromNeoRx.

 

(c)           Shipping Capacity.  Universityshall be obligated to ship a maximum of [*] Type B Package per week, providedby NeoRx, per Monday to Denton, Texas, or to such location as requested byNeoRx.  University agrees to placeNeoRx’s Type B Packages on University’s maintenance program at a cost set forthin Section 4.4 below.  University agreesto place the NeoRx owned Type B Packages into the MURR Type B Quality AssuranceProgram and shall provide routine maintenance on said Packages at a cost setforth in Section 4.4 below.  Themaintenance items to be addressed under the terms of this agreement will belimited to those items that are customarily performed by the user of a Type BPackage.  The scope of all maintenanceitems to be performed by MURR is designated under the Nuclear RegulatoryCommission (NRC) approved MURR Quality Assurance Program and is limited tothose hardware items that can be replaced or maintained using commonlyavailable techniques and equipment. Examples of these typical hardware items include o-rings, retainerbolts, and gaskets.  MURR shall not beresponsible for repairs that are outside of the scope of the MURR QualityAssurance Program, such repairs must be performed by a qualified outside vendorunder the conditions set forth in the vendor’s NRC approved MURR Quality AssuranceProgram at NeoRx’s expense.  TheUniversity shall notify NeoRx of the necessity of third party maintenance andshall receive prior approval from NeoRx before the performance of third partymaintenance.  MURR assumes noresponsibility to provide replacement Type B Packages in the event ofcatastrophic failure or regulatory obsolescence, unless such catastrophicfailure is due to MURR’s negligence or willful misconduct.

 

## **2.6**                               Responsible Personnel

 

During the Term of this Agreement, University will staff the Processingof the Product with personnel who are reasonably qualified consistent withindustry standards.  University willname a person responsible for production and a person responsible for qualityassurance.  The person responsible forquality assurance and the person responsible for production will in no event bethe same person.  If any person named byUniversity terminates his or her employment with University during the Term ofthis Agreement, University shall replace that individual as soon as possiblewith someone of a comparable level of experience.

 

## **2.7**                               Waste Disposal

 

University shall be responsible for the disposition, in accordance withall established regulations, of all waste generated at University.

 

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**ARTICLE III - DELIVERY & TITLE**

 

## **3.1**                               Delivery

 

All Product purchased by NeoRx hereunder shall be delivered F.O.B.  Facility. Risk of loss and title to the Products shall pass to NeoRx upon deliveryto and receipt by NeoRx’s designated carrier.

 

## **3.2**                               Shipping Charges

 

NeoRx, in consultation with University, shall arrange for the shipmentof the Product from the University’s dock. NeoRx shall be responsible for the payment of all shipping chargesassociated with such shipments.  NeoRxshall make all third-party payments directly.

 

## **3.3**                               Inspection and Acceptance

 

(a)           ProductConformance:  All Product shallcomply with the Release Specifications. In accordance therewith, each Batch of Product delivered to NeoRx shallbe accompanied by or promptly followed by a Certificate of Analysis relating tosuch Batch.  NeoRx may reject any Batchif University fails to comply with Release Specifications or fails to deliver aCertificate of Analysis along with such Batch, or if such Batch contains lessthan [*] of the activity ordered by NeoRx in the applicable PurchaseOrder.  If NeoRx rejects a Batch forsuch reasons, NeoRx may return such Batch to University (at University’scost).  NeoRx shall not be obligated topay for such rejected Batch (and shall not be obligated to pay for anyshortfall below the Minimum Quantity resulting from such rejected Batches).

 

(b)           DisputesRegarding Conformance of a Batch of Product:  The parties agree to select a mutually agreeable independentlaboratory as soon as possible after the effective date of this agreement toassist in resolving disputes regarding product conformance.  A sample of the Batch of Product in disputewill be submitted from University to the independent lab for analysis.  If the laboratory concludes that the Productis not in conformance as set forth in subsection (a) above, the Universityshall pay for the analysis and reimburse NeoRx in accordance with subsection(a) above.  Otherwise, NeoRx shall payfor the analysis and accept the Batch.

 

## **3.4**                               Shipping Containers

 

NeoRx has developed a design for a shipping container (“ContainerDesign”) to be used for the shipment of radiopharmaceutical products.  University owns a number of depleted uraniumcontainers (the “DU Containers”), which are necessary to ship radiopharmaceuticalproducts.  NeoRx agrees to license theuse of the Container Design to University [*], during the Term for all orders of theProduct.  The DU Containers loaned toNeoRx under this Agreement are to be used solely for transport of radioactivitywithin MURR or shipment of radioactivity as mutually agreed by NeoRx and theUniversity.  NeoRx shall remain the soleowner of the Container Design and University shall remain the sole owner of allDU Containers; provided, however, that upon termination of this Agreement NeoRxwill have the option to lease the [*] DU Containers for [*] after terminationof the Agreement at a commercially reasonable rental rate.

 

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**ARTICLE IV- PURCHASE PRICE AND PAYMENT**

 

**4.1          Curie Fee**

 

In consideration for University Processing the Product in compliancewith the terms of this Agreement, NeoRx shall pay an amount equal to [*] perCurie for the number of Curies ordered by NeoRx in the applicable PurchaseOrder.  The Parties acknowledge that theforegoing per Curie price is based upon NeoRx’s commitment to purchase and/orpay for a minimum of [*] Curies per [*], except [*] Thanksgiving and Christmas,for the duration of the Term.  Shipmentsof [*] shall be accepted by NeoRx, but shall qualify for a credit of [*].  Shipments of [*], may be accepted by NeoRxat its discretion and, if accepted, will qualify for a credit of [*] for eachCurie or partial Curie below [*].

 

## **4.2**                               Basis of Curie Fee and Costs

 

The Parties agree that the price set forth in Section 4.1 is based onthe total Curie content ordered, and that the Curie fee includes the cost oflabor, materials, cost of Dedicated Equipment, and overhead to Process,including testing the finished Product and is exclusive of the cost ofshipping, and packaging and handling expenses.

 

## **4.3**                               Annual Adjustment of Curie Fees

 

On the anniversary date of the Agreement the Curie price may beincreased by an amount not to exceed the change from January to January of theprevious twelve (12) months in the U.S. Producer Price Index, all Commodities, as published by the U.S.  Department of Labor Bureau of LaborStatistics or zero percent (0%), whichever is greater.  In any event, however, the annual priceadjustment shall be limited to no more than [*].

 

## **4.4**                               Handling and Maintenance Charges

 

NeoRx agrees to pay MURR’s standard handling and standard containermaintenance charges, currently [*] per shipment and [*] per shipment,respectively, but subject to minor standard change during the Term.  The foregoing described changes in suchcharges shall not occur more than [*], and for any year shall be no greater[*], respectively.

 

**ARTICLE V - REGULATORY MATTERS**

 

**5.1          General**

 

University understands that it will be primarily responsible forensuring that the Facility and the Process will be cGMP compliant as requiredby the FDA.  University will(a) create the Master Batch Record and Standard Operating Procedures,which University will comply with in Processing the Product (in addition tocomplying with the Release Specifications), (b) maintain all requiredregulatory documents covering the Process and the Facility, and (c) make allsuch required documents available to NeoRx for its review upon NeoRx’s request.

 

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## **5.2**                               New Drug Applications

 

University shall cooperate with NeoRx with respect to any NDAobligations relating to the Product that are imposed by the FDA or foreignregulations.  NeoRx shall be responsiblefor obtaining FDA or other regulatory approval for the NDA for any drugproducts utilizing the Product, and shall own the NDA.  University agrees to comply with allcommitments made in the NDA regarding University’s Processing responsibilities,but NeoRx agrees not to make commitments to the FDA on behalf of the Universitywithout the University’s prior written approval.

 

## **5.3**                               Notice of Safety Related Information

 

MURR and NeoRx shall provide to each other prompt notice of anyinformation it receives relating to the safety of the Product, including anyconfirmed or unconfirmed information on adverse, serious, or unexpected eventsassociated with the manufacture of the Product.  For serious (based on a good faith evaluation), unexpectedevents, MURR and NeoRx shall give each other notice by telephone within [*]after receipt of the information andfollowed by written notice not less than [*] thereafter.  The Parties shallcooperate in responding to all applicable governmental agencies and filing anyreports with such agencies concerning any reactions (including drug experiencereports) caused by the Product.  TheParties shall cooperate in providing timely assistance in responding to anycomplaints relating to commercial goods produced and sold by NeoRx that containProduct.  The costs associated withresponding to such complaints shall be borne by NeoRx; provided, however, ifthe complaint was directly or indirectly caused by University’s failure toProcess the Product in strict accordance with the Master Batch Record orRelease Specifications, University shall reimburse NeoRx for all reasonableinternal and external costs and expenses incurred by NeoRx to appropriatelyrespond to such complaints (up to a maximum of [*] per batch).

 

**ARTICLE VI - RECORDS AND AUDITS**

 

**6.1          Batch Records**

 

The University shall retain all records of orders received, rawmaterials purchased and stored, Batch Records for Product manufactured, work inprogress, Processing analyses and release control tests and the like for [*] or until NDA full approval.  Should the University be unable to store theabove-mentioned records, for any reason, the records will be shipped to NeoRxCorporation for archival.

 

## **6.2**                               Agency Records and Audits

 

University shall make available to NeoRx and all applicable governmentagencies all documents and updates that they have prepared with regard toProcessing the Products that are required by law to be filed with anygovernmental agency.  University shallsubmit to all inquiries and inspections by any governmental agency withauthority to conduct such inquiries and inspections (hereinafter collectivelyreferred to as “Agency”).  Universityshall promptly notify NeoRx of any Agency interactions and/or correspondencerelating to University’s operations that could relate, directly or indirectly,to the Product.  University shall makeavailable for inspection by NeoRx all documents and correspondence received

 

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from anyAgency that relate in any way to the Process or the Product.  University shall immediately inform NeoRx ofall Agency audits that relate in any way to the Process or the Product.  Similarly, NeoRx shall inform University inadvance of any Agency planned audits of NeoRx if such audits relate directly tothe Products.  University shallimmediately provide NeoRx with copies of any regulatory letters or otherdocuments issued by any Agency and received by University in connection withthe audit or any inspection relating to the Product.

 

## **6.3**                               FDA

 

NeoRx shall obtain and maintain all FDA and other regulatory approvalsnecessary to enable NeoRx to use the Products as intended under thisAgreement.  University shall cooperatewith NeoRx as required in order to secure and maintain such governmental andother approvals.

 

## **6.4**                               Inspections

 

University shall permit indoctrinated employees and/or appropriatelytrained representatives of NeoRx to enter, consistent with MURR accessprotocols in effect at the time, and conduct a reasonable inspection and/oraudit of the Facility and/or the documents associated with the Processing ofProduct during normal business hours and with at least seventy-two (72) hoursadvanced notice in order to determine whether the Products are being Processedin conformity with the terms of this Agreement.  In addition, and in conformity with all applicable laws, rulesand regulations, University shall permit employees or representatives of NeoRxto inspect Products designated for delivery to NeoRx and otherwise provideNeoRx with such information as it may reasonably be required to determinewhether the Products are being Processed in accordance with this Agreement,including without limitation in accordance with the Master Batch Record,Standard Operating Procedures, and all applicable laws, rules and regulations.

 

**ARTICLE VII - REPRESENTATIONS AND WARRANTIES**

 

**7.1          Labor and Equipment**

 

University represents that it shall furnish all labor, equipment andfacilities necessary to Process Product in the amounts, and in the timelymanner, as set forth in each Purchase Order. University has obtained, and will maintain throughout the Term, alllicenses necessary to Process the Product. University will abide by all applicable rules, regulations, laws andmandates issued by all applicable regulatory bodies.

 

## **7.2**                               Processing Requirements

 

University represents, warrants and agrees that it will Process all ofthe Product in strict accordance with this Agreement, including withoutlimitation (i) the Master Batch Record, (ii) the Standard Operating Procedures,(iii) the Release Specifications, (iv) all federal, state and local laws,statutes, regulations or other requirements relating thereto and applicable tothe intended use of such Product, and (v) [*]. University further represents that it is not a party to any otheragreement that could hinder its ability to fulfill its obligations under thisAgreement.

 

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## **7.3**                               Records Relating to Waste Disposal

 

University represents that it shall obtain and maintain all wastegenerator licenses, disposal manifests and other records in accordance withFederal statutes, laws and regulations and the statutes, laws and regulationsof the State of Missouri.

 

## **7.4**                               Changes

 

University agrees that it will not implement any material revisions orchanges to the Product, Process, Master Batch Record or Standard OperatingProcedures associated with University’s Processing of the Product for and onbehalf of NeoRx without prior written notification to NeoRx in order to giveNeoRx an opportunity to validate that such changes would have no negativeimpact on the Product.  A “materialrevisions or changes” means any revision or change that would impact (a) theraw materials supplier, (b) materials specifications, (c) formulation process,(d) formulation equipment, or (e) testing procedures.  Furthermore, University will not make any changes, material orotherwise, to the Release Specifications without prior written approval ofNeoRx.

 

## **7.5**                               Safety Procedures

 

University represents that it shall have primary responsibility foradopting and enforcing safety procedures for the handling and production of theProducts that comply in all material respects with all federal, state and localenvironmental and occupational safety and health requirements to whichUniversity is subject.

 

**ARTICLE VIII - CONFIDENTIAL INFORMATION**

 

**8.1          Limitations on Disclosures**

 

Except to the extent expressly authorized by this Agreement, during theTerm of this Agreement and five (5) years thereafter, neither Party shall:

 

(a)           disclose,publish, or make available any Proprietary Information disclosed to it by theother to any third party, including employees who do not need to know or haveaccess to such Proprietary Information; or

 

(b)           sell,transfer, or otherwise use or exploit any such Proprietary Informationdisclosed to it by the other Party; or

 

(c)           knowinglypermit the sale, transfer, use or exploitation by a third party of any suchProprietary Information which may have been disclosed to such third party,including employees who do not need to know or have access to such ProprietaryInformation.

 

During the Term of this Agreement, neither Party shall make any pressrelease or other disclosure of the terms of this Agreement without the priorwritten consent of the other Party, except as required by law or by a court ofcompetent jurisdiction and pursuant to the disclosure requirements of federalor state regulatory agencies, including the United States Securities andExchange Commission.

 

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## **8.2**                               Use of Parties’ Names

 

Neither Party shall advertise any connection with the other Party normake use of the other Party’s name or other identifying marks or property, normake representations, either express or implied, without the other Party’sprior written approval.  The priorsentence shall not, however, be construed so as to prevent mention of thecontribution of either Party in any scientific publication.

 

## **8.3**                               Scholarly Publications

 

Notwithstanding paragraph 8.1(b) University shall have the right topublish in scholarly journals and make scholarly presentations concerning anyinformation it may develop as a result of this Agreement.  University shall provide NeoRx with a copyof any proposed scholarly publication or presentation 45 days before submissionfor publication or presentation to allow NeoRx to review and comment on thepublication or presentation and delete any confidential Proprietary Informationof NeoRx.  NeoRx may request a 60-daydelay of the publication or presentation to allow the preparation of patentapplications should the materials disclose an invention.

 

**ARTICLE IX - INDEMNIFICATION**

 

**9.1          Indemnification**

 

(a)           Subject to Section9.2, NeoRx shall defend, indemnify, and hold harmless University, its officers,agents, employees and Affiliates from any third-party loss, claim, action,damage, expense or liability (including defense costs and reasonable attorneys’fees) arising out of NeoRx’s (a) breach, violation or nonfulfillment of any ofits covenant, agreements, representations or warranties under this Agreement,(b) handling, possession, or use of the Products after University’s delivery ofthe same to NeoRx, (c) negligence or willful misconduct, or (d) breach of anythird party’s trade secret rights, except to the extent that such loss, claim,action, damage, expense or liability is based on, arises out of, or is due tothe negligence or willful misconduct of, or breach of this Agreement by,University.

 

(b)           Subject to Section9.2, to the extent permitted by Missouri law and without waiving sovereignimmunity, University shall defend, indemnify, and hold harmless NeoRx, itsofficers, agents, employees and Affiliates from any third-party loss, claim,action, damage, expense or liability (including defense costs and reasonableattorneys’ fees) arising out of University’s (a) breach, violation ornonfulfillment of any of its covenant, agreements, representations orwarranties under this Agreement, (b) handling, possession, or use of theProducts prior to University’s delivery of the same to NeoRx, (c) negligence orwillful misconduct, (d) disposal of any Waste, or (e) breach of any thirdparty’s trade secret rights, except to the extent that such loss, claim,action, damage, expense or liability is based on, arises out of, or is due tothe negligence or willful misconduct of, or breach of this Agreement by, NeoRx.

 

**9.2          No Personal Liability**

 

No shareholder, member, officer, employee or board member (the“Individuals”), individual or collectively, of either University or NeoRxincurs or assumes any individual or

 

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personalliability by the execution of this Agreement or by reason of the default ofeither Party in the performance of any of the terms herein.  All such liability of the Individuals ofeach Party is hereby released by the other Party as a condition of and inpartial consideration for the execution of this Agreement.

 

## **9.3**                               Procedure

 

Each Party agrees to give to the indemnifying Party (a) prompt noticeof any claim or suit coming within the purview of the indemnities contained inthis Article IX, (b) all relevant facts in its possession or control, subjectto the treatment of such information pursuant to Article VIII, (c) the right toexclusive control of the defense of any action (at its sole expense), and (d)its cooperation in the defense of any such action.

 

**ARTICLE X - TERM AND TERMINATION**

 

**10.1        Term**

 

(a)           Subject to theParties’ ability to terminate this Agreement as set forth in this Article X,the “Initial Term” of this Agreement shall commence on the Effective Date andshall continue through [*] (the “Initial Term”).

 

(b)           NeoRx shall have theoption to renew this Agreement, with the consent of the University which willnot be unreasonably withheld, under the same terms and conditions, for up to[*] additional [*] terms (the “Extension Term(s)”) beyond the Initial Term;provided, that NeoRx shall exercise its option, if at all, in writing with noless than [*] remaining in the then-current Term.  The Initial Term and Extension Terms, if any, unless terminatedearlier pursuant to the terms of this Agreement, are referred to herein as the“Term.”

 

(c)           Notwithstandingclauses (a) and (b) above, the Parties acknowledge that at any time they mayagree to replace this Agreement in its entirety with a long-term commercialsupply agreement.

 

## **10.2**                        Termination by Either Party

 

Either Party may terminate this Agreement at any time after thehappening of any of the following events; provided, however, that the Partyterminating this Agreement shall provide the other with written notice of suchtermination prior to the date thereof:

 

(a)           eitherParty breaches any of its agreements, covenants, representations or warrantiesas set forth in this Agreement and the breaching Party fails to cure suchbreach within fifteen (15) days of written notice thereof from thenon-breaching Party; or

 

(b)           Universityfails to timely fulfill [*] Purchase Orders in any rolling six (6) monthperiod; or

 

(c)           theFDA (or other governmental agency with authority), Missouri Department ofHealth or other regulatory agency orders University to cease Processing theProduct or orders NeoRx to permanently cease utilizing the Product.

 

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Notwithstanding any provision in this Agreement to the contrary,University shall continue to Process the Product, and deliver Product inresponse to any Purchase Order, through the date of termination, unless suchProcess and delivery requirements are waived in writing by NeoRx.

 

## **10.3**                        Disputes

 

In the event of a dispute regarding the interpretation of thisAgreement, the Parties agree they will endeavor to resolve such disputeamicably.  In the event a dispute cannotbe resolved by the Parties, then upon the written request of any Party thatincludes a summary of the dispute, a senior executive officer of NeoRx and asenior official of MURR shall promptly meet and endeavor to resolve the disputethrough good-faith negotiations within thirty (30) days of their receipt of thedispute.

 

## **10.4**                        Return of Information

 

Upon expiration or termination of this Agreement, each Party shallreturn all originals and copies of the other Party s Proprietary Information itmay have received or created.

 

## **10.5**                        Rights on Termination

 

(a)           ContinuingObligations.  Upon termination of this Agreement, each of theParties shall continue to be bound by its obligations under Articles VII, VIIIand IX of this Agreement.

 

(b)           NeoRx’sAdditional Remedies. If NeoRx terminates this Agreementpursuant to Section 10.2(a) (for University’s breach of this Agreement) orSection 10.2(b) (for University’s failure to timely fulfill Purchase Orders),then, in addition to any other remedy available to NeoRx at law:

 

(i)            duringthe six (6) months following termination, if requested by NeoRx Universityshall provide not more than [*] person-hours of the time of Universityemployees, at no additional cost to NeoRx, to facilitate a transition to athird party facility for Processing the Product

 

(ii)           withinthirty (30) days of such termination, University shall transfer to NeoRxcertified copies of the Lot Files and all records relating to batches of theProduct delivered to NeoRx; and

 

(iii)          Universitywill, at NeoRx’s request, continue to Process Product pursuant to the terms andconditions of this Agreement and sell the same to NeoRx at the prices in effectat time of termination for the remainder of the Term.

 

**ARTICLE XI - FORCE MAJEURE**

 

Neither Party hereto shall be liable to the other in damages for, norshall this Agreement be terminable by reason of, any delay or default in suchParty s performance hereunder if such delay or default is caused by conditionsbeyond such Party’s control including, but not limited to, acts of God, war,insurrection, civil commotion, destruction of

 

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productionfacilities or materials by earthquake, fire, flood or storm, labor disturbancesincluding strikes or lockouts or epidemic (“Force Majeure”).  Each Party hereto agrees to promptly notifythe other Party of any event of Force Majeure and to employ all reasonableefforts toward prompt resumption of its performance hereunder when possible ifsuch performance is delayed or interrupted by reason of such event.

 

**ARTICLE XII -MISCELLANEOUS**

 

## **12.1**                        Assignment

 

This Agreement shall be binding upon and inure to the benefit of theParties, their successors and permitted assigns.  Notwithstanding the foregoing, NeoRx may assign its rights and/ordelegate its obligations under this Agreement to any third party.  NeoRx will give University immediate noticeof any such assignment.  University maynot assign its rights and/or delegate its obligations under this Agreement toany third party without NeoRx’s prior written consent.

 

## **12.2**                        Entire Agreement; Amendments; Counterparts

 

This Agreement, along with each Purchase Order and the attachedExhibits, contains the entire understanding of the Parties hereto relating tothe subject matter contained herein, supersedes all prior agreements, promisesand understandings of the Parties.  ThisAgreement may not be modified, amended or any provision waived except bywritten agreement of the Parties.  ThisAgreement may be executed in counterparts, each of which shall be deemed to bean original and all of which together shall constitute one and the same agreement.

 

## **12.3**                        Notices

 

All notices, demands, requests and other communications shall be inwriting or by written telecommunication, and shall be given when deliveredpersonally to the addressee or, if mailed, by certified mail, return receiptrequested, postage prepaid, or sent by written telecommunication, whendelivered to the addresses specified below. Either Party may from time to time change its address, facsimile numberor designated individual by notice to the other Party.

 
| If to NeoRx:      |   | NeoRx Corporation                              |
|-------------------|--------|------------------------------------------------|
|              |   | 300 Elliott Avenue West, Suite 500             |
|              |   | Seattle, Washington 98119                      |
|              |   | Attention:  Anna Wight, Legal  Department |
|              |   |                                           |
| If to University: |   | MU Research Reactor                            |
|              |   | 1513 Research Park Dr.                         |
|              |   | Columbia, MO 65211                             |
|              |   | Attention:  Ken Brooks                    |

 

Such notice, demand, request, and other communications shall be deemedto have been given as of the date so delivered or transmitted by facsimile (aslong as the transmitting machine confirms successful transmission) or, ifmailed, three (3) business days after the date so mailed, or, if sent byovernight courier service, one (1) business day after the date so sent.

 

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## **12.4**                        Relationship of Parties

 

The Parties are acting herein as independent contractors andindependent employers.  Nothing hereincontained shall create or be construed as creating a partnership, jointventure, joint employer or agency relationship between the Parties and no Partyshall have the authority to bind the other in any respect.

 

## **12.5**                        No Waiver; Severability

 

Any provision of this Agreement may be waived at any time in writingexecuted by the Party for whose benefit such provision exists; provided,however, that the failure to enforce any provision of this Agreement shall notconstitute a waiver thereof.  In theevent that any provision of this Agreement shall be held invalid orunenforceable under applicable law, the remainder of this Agreement shallremain valid and enforceable, unless such invalidity or unenforceabilitysubstantially diminishes the rights and obligations, taken as a whole, of anyParty.

 

## **12.6**                        Agreement Approval; Further Assurances

 

Each Party hereby represents and warrants that all necessary corporateapprovals for this Agreement have been obtained, and the person whose signatureappears below has the authority necessary to execute this Agreement on behalfof the Party indicated.  Each Partyagrees that it shall execute such further documents and perform such furtheracts as may be necessary to comply with the terms of this Agreement.

 

## **12.7**                        Captions

 

The captions in this Agreement are solely for convenience of referenceand shall not be used for purposes of interpreting or construing the provisionshereof.

 

## **12.8**                        Intellectual Property

 

No trademark, trade name, logo, trade dress, copyright or licensetherein, or other intellectual property rights (collectively, “IntellectualProperty”) are conveyed by this Agreement, and neither Party shall have theright to use the other Party’s Intellectual Property for any purpose whatsoeverwithout prior written consent.

 

## **12.9**                        Survival

 

The provisions in Article V, VII, VIII, IX and XII, and Sections 2.7,3.4, 6.1, 6.2, 10.3, 10.4 and 10.5, shall survive the termination of thisAgreement.

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to beexecuted by duly their authorized representatives, effective on this date firstset forth above.

 

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| **THE CURATORS OF THE  UNIVERSITY OF MISSOURI** | **NEORX CORPORATION**                   |
|-------------------------------------------------|-----------------------------------------|
|                                            |                                    |
|                                            |                                    |
| By:                                             |                                    | /s/ Lisa J. Wimmenauer |   | By: |   | /s/ Anna Wight |   |
|                                            |                                    |
|                                            |                                    |
| Name:                                           |  Lisa J. Wimmenauer                |   | Name: |  Anna Wight |   |
|                                            |                                    |
|                                            |                                    |
| Its:                                            | Associate Director of Business Services |   | Its:  |  Vice President Legal |   |
|                                                 |                                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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**Exhibit A**

 

[*]

 

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