**Exhibit 10.32**

**SUMMARY OFCOMPENSATION ARRANGEMENTSWITH NON-EMPLOYEE DIRECTORS**

The following description ofthe compensation arrangements between Allos Therapeutics, Inc. (the “**Company**”) and each of its non-employeedirectors is provided pursuant to Paragraph 10(iii) to Item 601 ofRegulation S-K, which requires a written description of any compensatoryplan or arrangement between a registrant and any of its directors when thecompensation information is not set forth in any formal document.

The type and amount ofcompensation paid or awarded to the Company’s non-employee directors isreviewed from time to time by the Compensation Committee (the “**Compensation Committee**”) of the Company’sBoard of Directors (the “**Board**”).  In order to retain the services of theCompany’s current non-employee directors, to secure and retain the services ofnew non-employee directors, and to provide competitive compensation for suchpersons’ services as directors of the Company, the Compensation Committeerecommended and the Board approved the following compensation arrangements forthe Company’s non-employee directors effective July 1, 2007:

·                  The Company willpay the Chairman of the Board an annual retainer of $80,000, and will pay eachother director an annual retainer of $40,000, such retainers to be paid in fourequal quarterly installments on the first day of each calendar quarter.

·                  The Company willpay each director who serves as Chairman of the Audit Committee or Chairman ofthe Compensation Committee an annual retainer of $12,500, and will pay eachdirector who serves as Chairman of any other committee of the Board an annualretainer of $7,500, such retainers to be paid in four equal quarterlyinstallments on the first day of each calendar quarter.

·                  The Company willpay each director who serves on any committee of the Board (other than theChairman of any such committee) an annual retainer of $5,000, such retainers tobe paid in four equal quarterly installments on the first day of each calendarquarter.

·                  The Company willreimburse each director all reasonable out-of-pocket expenses incurred by suchdirector in connection with attending any regular or special meeting of theBoard or any regular or special meeting of any committee of the Board.

·                  The Company willgrant each person who becomes Chairman of the Board after the date hereof anonqualified stock option under the Company’s 2000 Stock Incentive CompensationPlan (the “**Plan**”) to purchase50,000 shares of the Company’s common stock on the date of his or her initial election,and will grant each other person who becomes a director of the Company afterthe date hereof a nonqualified stock option under the Plan to purchase 25,000shares of the Company’s common stock on the date of his or her initial election(each, an “**Initial Grant**”).  Each Initial Grant shall (i) be subject tothe terms and conditions of the Plan, (ii) be exercisable for a term of ten(10) years measured from the date of grant at a price per share equal to theclosing price of the Company’s common stock as quoted on the Nasdaq NationalMarket on the date of grant, and (iii) vest in equal installments on each ofthe first, second and third anniversaries of the date of grant, assumingcontinued service on the Board for such periods.

·                  TheCompany will grant the Chairman of the Board of Directors a nonqualified stockoption under the Plan to purchase 40,000 shares of the Company’s common stock

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immediately following each year’s annual meeting ofstockholders, and shall grant each other director a nonqualified stock optionunder the Plan to purchase 20,000 shares of the Company’s common stockimmediately following each year’s annual meeting of stockholders (each, an “**Annual Grant**”), commencing with the Company’s 2008 annualmeeting of stockholders; provided that any director who received an InitialGrant within three months prior to an annual meeting of stockholders shall notreceive an Annual Grant until immediately following the second annual meetingof stockholders after the date of his or her Initial Grant.  Each Annual Grant shall (i) be subject to theterms and conditions of the Plan, (ii) be exercisable for a term of ten (10)years measured from the date of grant at a price per share equal to the closingprice of the Company’s common stock as quoted on the Nasdaq National Market onthe date of grant, and (iii) vest in full on the date of the next succeedingannual meeting of stockholders, assuming continued service on the Board forsuch period.

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