**Exhibit10.29**

 

**NEORX CORPORATIONNONQUALIFIED STOCK OPTION AGREEMENTUNDER THE RESTATED 2004 INCENTIVE COMPENSATIONPLAN**

 

**(Nonemployee Directors)**

 

THIS AGREEMENT is made betweenNeoRx Corporation (“NeoRx”) and **«Name»**.  Capitalizedterms not explicity defined in this Agreement but defined in the NeoRxCorporation 2004 Incentive Compensation Plan (the “Plan”) shall have the samedefinitions as in the Plan.

 

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

 

**Grant**.  TheBoard of Directors hereby grants to you an Option to purchase **«Shares»** shares (the “Shares”)of NeoRx Common Stock at the Option price of $**«Price»** per share (the “Option”).  The Option is granted pursuant to the StockOption Grant Program for Nonemployee Directors (the “Program”) under the Planand is subject to the terms and conditions of the Program and the Plan.

 

**NonqualifiedStock Option**. This Option is granted as a nonqualified stockoption, which is not intended to qualify as an “incentive stock option” as thatterm is used under Section 422 of the Internal Revenue Code of 1986, asamended.

 

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

 

**Exercise**.  During your lifetime only you ora permitted transferee or assignee can exercise the Option.  The Plan permits exercise of the Option bythe personal representative of your estate or the beneficiary thereof followingyour death.

 

**Termination ofOption**.  Theunvested portion of the Option will terminate automatically on the date youcease to be an Eligible Director (as defined in the Program) of NeoRx for anyreason.  The vested portion of the Optionwill remain exercisable for five years after the date you cease to be anEligible Director or until the date the Option expires by its terms, whicheveris earlier.

 

**It is yourresponsibility to be aware of the date on which the Option terminates and is nolonger exercisable.**

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**Vesting andExercisability**.  Fiftypercent (50%) of the Option will vest and become exercisable immediately followingthe **«Mt1»** annualmeeting of shareholders.  The remainingfifty percent (50%) of the Option will vest and become exercisable immediatelyfollowing the **«Mt2»**annual meeting of shareholders.

 

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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 CommonStock.  In addition, you must pay orotherwise make provision for any applicable tax withholding amounts that maybecome due on exercise before NeoRx will be obligated to issue any Shares toyou.

 

**Dividend, StockSplit, Combination or Reclassification**.  If, from time to time, during the term ofthis Agreement, there is any stock dividend, stock split, combination ofshares, or reclassification of the outstanding Common Stock, then any and allnew, substituted or additional shares to which you are entitled by reason ofthis Agreement 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.

 

**Acceptance andAcknowledgment**.  By yoursignature below, you accept the Option described above and in the Plan and theProgram, and acknowledge receipt of a copy of this Agreement, the Plan, theProgram and the Plan Summary.  You alsoacknowledge that you have read and understand the Plan and the Program,including the provisions of Section 13 of the Plan.

 

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

 

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