**Exhibit10.45**

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**[ * ] =CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BYBRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, ASAMENDED.**

**LICENSE AGREEMENT**

**THIS LICENSE AGREEMENT**, dated asof December 23, 2002, (“**Agreement**”), isentered into between **SRIINTERNATIONAL**, a California not-for-profit corporation, having aplace of business located at 333 Ravenswood Avenue, Menlo Park, California 94025(“**SRI**”), **SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH**, a New Yorknot-for-profit corporation having a place of business located at 1275 YorkAvenue, New York, New York 10021 (“**SKI**”), **SOUTHERN RESEARCH INSTITUTE**,an Alabama not-for-profit corporation, having a place of business located at2000 Ninth Avenue South, P.O. Box 55305, Birmingham, Alabama 35255-5305 (“**SoRI**”) (collectively, the “**Licensor**”)and **ALLOS THERAPEUTICS, INC.**,a Delaware corporation, having a place of business located at 11080 Circle PointRoad, Suite 200, Westminster, Colorado 80020 (“**Allos**”).

**WITNESSETH**

**WHEREAS**, SRI, SKI and SoRIentered into an Inter-Institutional Agreement (SK#2259) effective July 16, 1997(“**Ownership Agreement**”);

**WHEREAS**, as a result of theOwnership Agreement, Licensor owns or has rights in certain patent rights andknow-how generally relating to PDX;

**WHEREAS**, Allos desires to obtaina license under Licensor’s rights in such patent rights and know-how toLicensor’s proprietary technology for PDX, on the terms and subject to theconditions of this Agreement;

**WHEREAS**, Licensor is willing tolicense Licensor’s rights in such patent rights and know-how to Licensor’sproprietary technology for PDX on the terms and subject to the conditions ofthis Agreement.

**NOW, THEREFORE**, in considerationof the foregoing premises and the mutual covenants herein contained, theparties hereby agree as set forth below.

**ARTICLES**

**1.****             DEFINITIONS**

For purposes of this Agreement, the terms defined inthis article shall have the respective meanings set forth below:

**1.1****         **“**Affiliate**” shall mean, with respect to any Person, any otherPerson, which directly or indirectly controls, is controlled by, or is undercommon control with, such Person.  APerson shall be regarded as in control of 

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another Person if itowns, or directly or indirectly controls, at least fifty percent (50%) of thevoting stock or other ownership interest of the other Person, or if it directlyor indirectly possesses the power to direct or cause the direction of themanagement and policies of the other Person by any means whatsoever.

**1.2****         **“**Allos Improvements**” shall mean any invention, discovery,use, process, method, composition, formula, technique, information and data,whether or not patentable, that constitutes an improvement to the Licensed IP,or which is conceived, developed or reduced to practice using the Licensed IPduring the term of this Agreement, that is conceived by employees or othersacting on behalf of Allos, either alone or jointly with others.

**1.3****         **“**Commercially Reasonable Efforts**” shall mean the level ofefforts and resources required to carry out a research, development orcommercialization activity with respect to a given product in a mannerconsistent with the efforts a similarly situated biotechnology company wouldtypically devote to a product of similar market potential and profit potentialresulting from its own research, development or commercialization efforts,based on conditions then prevailing.

**1.4****          Effective Date**”shall mean the date as first written above.

**1.5****         **“**EU**” shall mean each of the countries, individually andcollectively, which are members of the European Union as of the Effective Date.

**1.6****         **“**EU Approval**” shall mean the approval of the EuropeanMedicines Evaluation Agency.

**1.7****         **“**FDA**” shall mean the United States Food and DrugAdministration, or any successor agency thereto.

**1.8****         **“**Field of Use**” shall mean all diagnostic and therapeuticuses, including human and veterinary diseases.

**1.9****         **“**First Commercial Sale**” shall mean, with respect to anyProduct, the first sale or other transfer of such Product by Allos, itsAffiliate(s) or Permitted Sublicensee(s) to an unaffiliated customer forresale, use or consumption and not solely for evaluation or testing.

**1.10****       **“**IND**”means an Investigational New Drug Application filed with the FDA, or theequivalent application or filing filed with any equivalent agency orgovernmental authority outside the United States (including any supranationalagency such as in the EU) necessary to commence human clinical trials in such jurisdiction.

**1.11****       **“**Licensed IP**”shall mean the Licensed Patent Rights and Licensed Know How.

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**1.12****       **“**LicensedKnow-How**” shall mean all technology, information and data, which isnot generally known including, but not limited to, formulae, procedures,protocols, techniques and results of experimentation and testing, which arenecessary or useful for Allos to practice the Licensed Patent Rights to make,use or sell Product in the Field of Use, in which Licensor has an ownership orlicensable interest as of the Effective Date and during the License Term.

**1.13****       **“**LicensedPatent Rights**” shall mean, except for US Patent No. 5,374,726,entitled “Process for Preparing 10-Deazaaminopterins and 5,10- and 8,10-Dideazaaminopterins from Pteroic Dicarboxylic Acid Diesters,” that relates tothe manufacture of PDX, all patents and patent applications owned or controlledby Licensor as of the Effective Date that relate to the manufacture, use orsale of PDX, including without limitation (a) all patent applications listed on***Exhibit A***; (b) all patents that haveissued or in the future issue from the patent applications described in clause(a), above, including utility, model and design patents and certificates ofinvention; and, (c) all divisionals, continuations, continuations-in-part,reissues, renewals, extensions or additions to any such patent applications andpatents set forth in clause (a) above; all to the extent and only to the extentthat Licensor has the right to grant licenses, immunities or other rightsthereunder.

**1.14****       **“**License Term**”shall have the meaning set forth in Section 3.1 hereof.

**1.15****       **“**NDA**”shall mean a New Drug Application filed with the FDA (as more fully defined in21 C.F.R. 314.5 et seq.), or the equivalent application filed with anyequivalent agency or governmental authority outside the United States(including any supra-national agency such as in the EU), the filing of which isnecessary to market and sell Products.

**1.16****       **“**Net Sales**”shall mean, with respect to any Product, the total amount invoiced by Allos,its Affiliates or Permitted Sublicensees to each Third Party receiving Product,less: (a) discounts, including cash and quantity discounts, charge-backpayments and rebates granted to managed health care organizations or tofederal, state and local governments, their agencies, purchasers andreimbursers or to trade customers; (b) credits or allowances actually grantedupon claims, damaged goods, rejections or returns of such Products, includingrecalls; (c) freight, postage, shipping, transportation and insurance chargesactually allowed or paid for delivery of Products to the extent billed; (d)sales (such as value-added tax or its equivalent) and excise taxes, otherconsumption taxes, customs duties and compulsory payments to governmentalauthorities and any other governmental charges imposed upon the importation,use or sale of such Product (excluding any taxes paid on the income from suchsales).  Notwithstanding the foregoing,amounts received by Allos, its

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Affiliates or Permitted Sublicensees for the sale ofProduct among Allos, its Affiliates and Permitted Sublicensees for resale shallnot be included in the computation of Net Sales hereunder.

If Allos, its Affiliate or Permitted Sublicensee sellsa Product in the form of a combination product containing one or more activeingredients in addition to Product, Net Sales for such combination product willbe calculated by multiplying actual Net Sales thereof by the fraction A/(A+B)where A is the invoice price of the Product if sold separately, and B is thetotal invoice price of the other active ingredient or ingredients in thecombination, if sold separately.  If, ona country-by-country basis, the other active ingredient or ingredients in thecombination are not sold separately in said country, Net Sales shall becalculated by multiplying actual Net Sales thereof by the fraction A/C where Ais the invoice price of the Product if sold separately, and C is the invoiceprice of the combination product.  If, ona country-by-country basis, the Product is not sold separately in said country,Net Sales shall be determined by the parties in good faith on the basis of thefair market value of the Product.

**1.17****       **“**Person**”shall mean an individual, corporation, limited liability corporation,partnership, trust, business trust, association, joint stock company, jointventure, pool, syndicate, sole proprietorship, unincorporated organization,governmental authority or any other form of entity not specifically listedherein.

**1.18****       **“**PDX**”shall mean 10-Propargyl-10-Deazaaminopterin [ * ].

**1.19****       **“**Phase ITrial**” shall mean a human clinical trial that satisfies therequirements for a Phase 1 study as defined in 21 C.F.R. Part 312.21(a) (or itssuccessor regulation).

**1.20****       **“**Phase IITrial**” shall mean a human clinical trial that satisfies therequirements for a Phase 2 study as defined in 21 C.F.R. Part 312.21(b) (or itssuccessor regulation).

**1.21****       **“**Phase IIITrial**” shall mean a human clinical trial that satisfies therequirements for a Phase 3 study as defined in 21 C.F.R. Part 312.21(c) (or itssuccessor regulation).

**1.22****       **“**Product**”shall mean any formulation of PDX.

**1.23****       **“**Product DataPackage**” shall mean the following information and data directlyrelated to PDX in the possession or control of Licensor as of the EffectiveDate: (a) all regulatory documents filed and maintained in connection with PDX;(b) pre-clinical and clinical development protocols, data, and reports; (c)manufacturing development technical reports; (d) toxicology reports; and(e) such other information and data specifically identified in ***Exhibit C*** attached hereto.

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**1.24****       **“**SublicenseRevenue**” shall mean any and all revenues received by Allos from aThird Party as consideration for the grant of a sublicense to the rightsgranted to Allos by Licensor under Section 2.1, excluding sums received: (a) asroyalties; (b) for the purchase of an equity interest in Allos at fair marketvalue, specifically excluding any premium to the then-current share price paidby the sublicensee, which premium shall count towards Sublicense Revenue; (c)for research and development work performed by or on behalf of Allos asdemonstrated by actual expense incurred by Allos; (d) for purchase of a supplyof Product; (e) for repayment of any loans, credit or credit line extended byAllos to a Permitted Sublicensee; (e) in the form of a loan, as credit orpursuant to a credit line to Allos.

**1.25****       **“**Territory**”shall mean worldwide.

**1.26****       **“**Third Party**”shall mean any Person other than Licensor and Allos, and an Affiliate of eitherLicensor or Allos.

**1.27****       **“**Valid PatentClaim**” shall mean either (a) a claim of an issued and unexpiredpatent covering the Licensed Patent Rights, which has not been held permanentlyrevoked, unenforceable or invalid by a decision of a court or othergovernmental agency of competent jurisdiction, unappealable or unappealedwithin the time allowed for appeal, and which has not been admitted to beinvalid or unenforceable through reissue or disclaimer or otherwise or (b) aclaim of a pending patent application included within the Licensed PatentRights, which claim was filed in good faith and has not been abandoned orfinally disallowed without the possibility of appeal or refiling of suchapplication.

**2.****             LICENSE GRANT,TRANSFER OF TECHNOLOGY, FUTURE RESEARCH AND DEVELOPMENT**

**2.1****          License Grant to Allos**.  Licensor hereby grants to Allos an exclusiveroyalty-bearing license (with the right to grant sublicenses in accordance withSection 2.2) under the Licensed IP to make, have made, use, sell and importProducts in the Field of Use in the Territory.

**2.2****          Sublicenses**.  Allos shall not grant sublicenses under thelicense grant of Section 2.1 to any Third Party without the prior expresswritten consent of Licensor, which consent shall not be unreasonably withheld,conditioned or delayed (each a “**Sublicense**”).  Allos shall deliver a copy of each Sublicenseunder this Agreement to Licensor promptly after execution thereof.  Each sublicense permitted under this Section2.2 shall be subject to the terms and conditions of this Agreement (other thanremuneration to be received by Allos, the terms of which can be different fromthis Agreement) and shall provide that the sublicensee (each a “**Permitted Sublicensee**”) shall not have the right to grantfurther sublicenses

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thereunder. Allos shall be responsible for reporting to Licensor, and paying toLicensor, sublicense fees and royalties based on all Products sold by eachPermitted Sublicensee, as set forth in Paragraph 3.1 below.  Notwithstanding the provisions of thisSection 2.2, Allos shall be permitted, without the prior written consent ofLicensor, to grant sublicenses (without the right to grant further sublicenses)to (a) its Affiliates for any purpose, (b) Third Parties for purposes ofmanufacturing the Product for eventual sale by Allos, its Affilates andPermitted Sublicensees, (c) Third Parties for the purpose of marketing approvedProduct, and (d) Third Parties for the purposes of co-marketing/co-promotion inwhich Allos retains [ * ] or more of the co-marketing/co-promotion rights.

**2.3****          Reservation of CertainRights**.  Notwithstanding theforegoing, the license granted to Allos under this Agreement is subject to thereservation of the right of Licensor (a) to practice the processes and methodsto use products and practice the claims of the Licensed Patent Rights or whichconstitute Licensed Know-How solely for Licensor’s internal, non-commercialresearch purposes, specifically excluding the right to make PDX for use inclinical trials, and (b) certain rights in favor of the United States Governmentpursuant to Title 35 United States Code Chapter 18 and the regulationspromulgated thereunder.

**2.4****          Option to New Technology**.  If in the exercise of its rights reservedunder Section 2.3, Licensor develops, conceives or reduces to practice any invention,discovery, use, process, method, composition, formula, technique, informationand data, whether or not patentable, that directly relates to the manufacture,use or sale of PDX or impedes Allos’ ability to make, use and sell PDX (“**New Technology**”), Licensor shall disclose to Allos such NewTechnology in reasonable written detail promptly after Licensor has notice ofits development.  Within thirty (30) daysafter receiving such New Technology disclosure, Allos shall notify Licensor inwriting as to whether Allos desires to enter into negotiations to obtain anexclusive license under the intellectual property rights associated with theNew Technology.  In such event, Allos andLicensor shall negotiate in good faith for a period of up to [ * ] (the “**Negotiation Period**”) to enter into a definitive agreement onmutually agreeable terms and conditions that are commercially reasonable andappropriate for transactions similar in type and scope.  If Allos does not provide written notice toLicensor within such thirty (30) day period of its election to negotiate such atransaction, or if, after entering into such negotiations, the parties areunable to enter into a definitive agreement for such transaction within theNegotiation Period, Licensor shall be free to license such New Technology to aPermitted Sublicensee; *provided, however*,that the terms and conditions of any proposed transaction with a PermittedSublicensee may not be, when taken as a whole, more favorable to such PermittedSublicensee than were the terms and conditions in the most favorable offer

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made by Licensor to Allosduring the course of the parties’ negotiations for such a transaction.

**2.5****          Transferof Technology**.

**2.5.1****      **Within thirty (30) daysof the Effective Date, Licensor shall use reasonable efforts to transfer toAllos the Product Data Package and all other supporting regulatory,manufacturing, pharmacology, toxicology and clinical information necessary forfurther clinical development of PDX that is in Licensor’s possession andcontrol.  Allos shall co-operate withLicensor in identifying specific data and information that it considers to bepart of the Product Data Package for PDX that is not listed in ***Exhibit C***.  Specifically excluded from the Product DataPackage and Licensor’s technology transfer obligation is the clinical datapackage for edatrexate (“**EDX**”), *provided, however*, that if requested by Allos the EDX datawould be provided under the payment terms of Section 2.6.2.  Any additional data and information that isidentified by the parties during the meetings contemplated in Section 2.6.1below shall be transferred to Allos by Licensor as soon as practicable followsuch meetings.

**2.5.2****      **As soon as practicableafter the Effective Date, but within no more than forty-five (45) days, SKIwill transfer to Allos [ * ] of PDX (such quantity of PDX to be used by Allosat Allos’ sole discretion, but not for human use).

**2.5.3****      **On or before January31, 2003, or some other time frame to be mutually agreed upon by SKI and Allos,SKI also agrees to transfer to Allos, subject to FDA approval, sponsorship andownership of the current IND held by SKI, under which ongoing Phase I Trialsand Phase II Trials of PDX are being conducted by SKI, and SKI shall take allactions, and deliver such documents, as are reasonably necessary to transfersponsorship of and title in such IND to Allos.

**2.6****          Technical Assistance**.

**2.6.1****      **In addition to theprovisions set forth in Section 2.5 above, during the [ * ] period followingthe Effective Date (the “**Technical AssistancePeriod**”), Licensor agrees to provide technical assistance to Allos,at no charge to Allos, as follows: (a) SKI shall participate in a face-to-facemeeting between Allos’ PDX development team and SKI’s technical personnel thathave been involved with the pre-clinical and clinical development of PDX, suchmeeting to take place at SKI’s facility at a mutually convenient time for theparties; and (b) SoRI agrees to participate

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in a meeting betweenAllos, Allos’ Third Party contract manufacturer, and SoRI’s technical personnelthat have been involved in the development of manufacturing processes for PDX,at a time and place mutually convenient to Allos and SoRI.  Allos shall be responsible for anyout-of-pocket travel and other expenses it incurs to participate in suchmeetings.  In addition, following suchmeeting(s), and for the longer of: (y) thirty (30) days; or (z) the remainderof the Technical Assistance Period, Licensor shall allow reasonable access toLicensor’s relevant technical personnel to address inquiries from Allos and tocomplete an effective transition of the Licensed IP.

**2.6.2****      **Following the TechnicalAssistance Period, during the term of this Agreement, upon reasonable noticeand during normal business hours, Licensor shall (a) provide such technicalassistance regarding the Licensed IP as Allos reasonably requests to conductits activities contemplated by this Agreement; and (b) make available to Allossuch technical personnel of Licensor as reasonably necessary to provide theforegoing technical assistance.  Allosshall pay Licensor its standard research costs for any such technicalassistance together with all reasonable out-of-pocket travel and other expensesincurred by Licensor in providing such technical assistance.  Licensor shall seek Allos’ written approvalin advance of any travel or other significant out of pocket expenses.  At the request of Allos, Licensor shallprovide Allos with estimates of the anticipated costs of any requestedtechnical assistance prior to undertaking such technical assistance.

**2.6.3****      **Except for commercialmanufacturing, Allos shall give Licensor first consideration to provide anytechnical assistance, and to provide any contract research or developmentservices to Allos, regarding the research and development of potential andactual Products; provided that Licensor has the capability to provide suchtechnical assistance and/or contract research or development services and theresources to accomplish Allos’ objectives, and can offer pricing that iscompetitive with any Third Party options.

**2.7****          Development Plan**.  Within [ * ] of the Effective Date, Allosshall prepare and submit to Licensor an initial Clinical Development Plan forPDX to be attached hereto as ***Exhibit B***.

**2.8****          ClinicalTrials**.

**2.8.1****       Sponsorship of On-GoingTrials**.  Upon transfer of the IND toAllos, with regard to such ongoing clinical trials initiated by SKI prior tothe Effective Date, Allos shall support each of such trial(s) under Allos’ INDpursuant to a separate clinical trial agreement to

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be negotiated between SKIand Allos (“**Allos/SKI Trials**”) in accordancewith Section 2.8.2.

**2.8.2****       Allos/SKI Trials**.  Any clinical trial agreement coveringAllos/SKI Trials shall grant to Allos all rights customary in such agreements,and shall require Allos to support each such trial on a per patient cost basisto be mutually agreed upon by SKI and Allos. Such per patient costs shall cover only those costs accrued after theEffective Date.  SKI shall provide thestudy drug PDX formulated for use in Allos/SKI Trials until such time Allos isin a position to provide formulated study drug for the conduct of Allos/SKITrials, or until the SKI inventory of PDX is exhausted.

**2.8.3****       SKI Trials**.  SKI may propose to Allos additional clinicaltrials involving PDX, which Allos, at its sole discretion, may allow under theAllos IND but for which Allos shall have no financial obligation (“**SKI Trials**”).  SKITrials shall be fully funded by SKI. Allos shall have no obligations with regard to SKI Trials except itsregulatory reporting obligations under the Allos IND.  SKI shall provide Allos with copies of suchdata and results as necessary to allow Allos to comply with any applicableregulatory requirements with respect to the IND transferred to Allos pursuantto Section 2.5.3.  SKI shall provideformulated study drug for SKI Trials at its expense.  SKI shall have the right to publish theresults of SKI Trials, subject to Section 7.4. Notwithstanding the above, SKI may not conduct any SKI Trials after theEffective Date without the prior written approval of Allos.  Any proposal from SKI to Allos for SKI Trialsshall be discussed by the JAC as to the merits of the proposed trial and itssuitability in terms of Allos’ overall registration strategy for PDX.  The JAC shall advise Allos as to whether suchSKI Trials should be permitted under the Allos IND however, permission toinitiate such a trial shall be at the sole discretion of Allos.  In the event Allos decides to withhold itspermission to conduct the trial proposed by SKI, in the spirit ofcollaboration, Allos agrees to inform SKI of the factors impacting its decisionand consider in good faith any rebuttals that SKI may make with regard to suchfactors and review its decision accordingly.

**2.8.4****       Future Proposed Trials**.  After transfer of the IND, Allos may chooseto conduct clinical trials of PDX under its sponsorship and at its expenseusing its supplies of study drug (“**Allos Trials**”).  SKI may also propose to Allos additionalclinical trials involving PDX, which Allos, at its discretion, may elect tosponsor as an Allos Trial pursuant to a clinical trial agreement to benegotiated between the parties. Notwithstanding the foregoing, Allos agrees (a) [ * ], and (b) [ * ].

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**2.9****          Disclosure of LicensorPatents**.  With the exception of USPatent No. 5,374,726, entitled “Process for Preparing 10-Deazaaminopterins and5,10 and 8,10-Dideazaaminopterins from Pteroic Dicarboxylic Acid Diesters,”that relates to the manufacture of PDX, Licensor represent that as of theEffective Date Licensor owns or controls no other patents claiming composition,methods of use, or methods of manufacture of PDX other than the Licensed PatentRights.

**2.10****        Abandonment of Patent**.  Licensor hereby represents that, as soon aspracticable, on or after the Effective Date, Licensor shall abandon and putinto the public domain US Patent No. 5,374,726, entitled “Process for Preparing10-Deazaaminopterins and 5,10- and 8,10-Dideazaaminopterins from PteroicDicarboxylic Acid Diesters.”

**3.****             FEES,ROYALTIES AND MILESTONE PAYMENTS**

**3.1****          Royaltiesand Sublicense Fees**.

**3.1.1****      **As consideration forthe rights granted to Allos herein, during the License Term (as defined below),Allos shall pay to Licensor the following royalties on annual Net Sales ofProducts sold by or on behalf of Allos, its Affiliates and PermittedSublicensees: [ * ].

For purposes of this Agreement, the “**License Term**” shall mean, on a country-by-country basis, thelonger of (a) the period of time until the last to expire patent in theLicensed Patent Rights in any country in the Territory or (b) [ * ] from theFirst Commercial Sale in the respective country; *provided,however*, that in the event that the last to expire patent in theLicensed Patent Rights expires prior to the [ * ] anniversary of the FirstCommercial Sale in the respective country, Allos shall pay to Licensor theamounts set forth in Section 3.1.1 until the [ * ] anniversary of the FirstCommercial Sale as compensation for (i) Allos’ rights to use the LicensedKnow-How and (ii) in lieu of payment of any annual minimum royalties during theperiod of this Agreement prior to the First Commercial Sale.

**3.1.2****      **If, during the LicenseTerm, Allos deems it necessary to seek or obtain a license from any Third Partyin order to develop and commercialize Product, Allos shall be entitled tooffset against royalties otherwise due to Licensor under Section 3.1.1 above anamount equal to [ * ] of any royalties or other fees paid by Allos to suchThird Party under such license; *provided, however*,in no event shall such deduction reduce the royalties otherwise payable toLicensor during any calendar year by more than [ * ].

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**3.1.3****      **As consideration forthe right to grant Sublicenses pursuant to section 2.2 herein, in addition tothe royalties set forth in Section 3.1.1 and payments set forth in Sections 3.2and 3.3, Allos shall pay to Licensor the following sublicense fees for theduration of the License Term: (i) [ * ] of all Sublicense Revenue, receivedfrom Permitted Sublicensees in the event the Sublicense is entered into priorto or on the [ * ] anniversary of the Effective Date, (ii) [ * ] of allSublicense Revenue, received from Permitted Sublicensees in the event theSublicense is entered into after the [ * ] anniversary of the Effective Datebut prior to or on the [ * ] anniversary of the Effective Date, and (iii) [ * ]of all Sublicense Revenue, received from Permitted Sublicensees in the eventthe Sublicense is entered into after the [ * ] anniversary of the EffectiveDate.

**3.2****          License Fee**.  Allos shall pay to Licensor a license fee oftwo million dollars ($2,000,000) upon the Effective Date (“**License Fee**”).

**3.3****          Milestone Payments**.  Allos shall pay to Licensor the followingone-time milestone payments within [ * ] of the date of achieving eachmilestone:
| Milestone | ** ** | **Amount** | ** ** |
|-----------|------------|------------|------------|
| [ * ]     |       | [ * ]      |       |

 

Each milestone payment set forth in this Section 3.3shall be payable by Allos only once; *provided, however*,in the event that **[ * ]**.

**3.4****          Payments areNon-refundable**.  All payments made toLicensor under this Article 3 are non-refundable.  Failure to make the milestone payments setforth in Section 3.3 shall be deemed a material breach of this Agreement.

**4.****             ROYALTYREPORTS AND ACCOUNTING**

**4.1****          Reports, Exchange Rates**.  During the term of this Agreement followingthe First Commercial Sale of a Product, Allos shall furnish to Licensor aquarterly written report showing in reasonably specific detail, on acountry-by-country basis (a) the gross sales of each Product sold by Allos, itsAffiliates and its Permitted Sublicensees in the Territory during the reportingperiod and the calculation of the Net Sales from such gross sales; (b) theroyalties and sublicense fees payable in United States dollars, if any, whichshall have accrued hereunder based upon the Net Sales of each Product; (c) thewithholding taxes, if any, required by law to be deducted in respect of suchsales; and (d) for the last quarter of each calendar year, the aggregateroyalties and sublicense fees accrued on the Net Sales during such calendar year.  With respect to sales of Products invoiced in

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United States dollars,the gross sales, the Net Sales, and royalties and sublicense fees payable shallbe expressed in United States dollars. With respect to sales of Products invoiced in a currency other thanUnited States dollars, the gross sales, the Net Sales and royalties andsublicense fees payable shall be expressed in the domestic currency of theparty making the sale together with the United States dollar equivalent of theroyalty payable, calculated using the average closing buying rate for suchcurrency quoted in the continental terms method of quoting exchange rates(local currency per US$1) by Bank of America NT&SA in London, England oneach of the last business day of each month in the quarter prior to the date ofpayment.  Reports shall be due on thethirtieth (30th) day following the close of each quarter and payment shall bedue on the date of such report.  Allosshall keep complete and accurate records in sufficient detail to properlyreflect all gross sales and the Net Sales and to enable the royalties andsublicense fees payable hereunder to be determined.  Allos shall be responsible for reporting toLicensor regarding all Products sold by Affiliates and Permitted Sublicenseesand for paying to Licensor the payments due pursuant to Article 3 hereof.

**4.2****          Audits**.

**4.2.1****      **Upon the writtenrequest of Licensor, and not more than once in each calendar year, Allos shallpermit an independent certified public accounting firm of nationally recognizedstanding, selected by Licensor and reasonably acceptable to Allos, at Licensor’sexpense, to have access during normal business hours to such of the records ofAllos as may be reasonably necessary to verify the accuracy of the royaltyreports hereunder for any year ending not more than thirty-six (36) monthsprior to the date of such request.  Theaccounting firm shall disclose to Licensor only whether the records are corrector not and the specific details concerning any discrepancies.  No other information shall be shared.

**4.2.2****      **If such accounting firmconcludes that additional royalties and sublicense fees were owed during suchperiod, Allos shall pay the additional royalties and sublicense fees withinthirty (30) days of the date Licensor delivers to Allos such accounting firm’swritten report so concluding.  The feescharged by such accounting firm shall be paid by Licensor; *provided,however*, if the audit discloses that the royalties and sublicensefees payable by Allos for the audited period are more than **[ * ]**of the royalties and sublicense fees actually paid for such period, then Allosshall pay the reasonable fees and expenses charged by such accounting firm.

**4.2.3****      **Allos shall include ineach Sublicense granted by it pursuant to this Agreement a provision requiringthe Permitted Sublicensee to make reports to Allos, to keep and maintainrecords of sales made

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pursuant to suchSublicense and to grant access to such records by an independent certifiedpublic accounting firm of nationally recognized standing to the same extentrequired of Allos under this Agreement. Upon the expiration of thirty-six (36) months following the end of anyyear, the calculation of royalties and sublicense fees payable with respect tosuch year shall be binding and conclusive upon Licensor, Allos, and itsAffiliates and Permitted Sublicensees.

**4.2.4****      **The provisions of thisSection 4.2 shall survive the termination or expiration of this Agreement for aperiod of three (3) years following the last sale of Product by Allos, its Affiliatesand Permitted Sublicensees.

**4.3****          Confidential FinancialInformation**.  Licensor shall treatall financial information subject to review under this article or under anysublicense agreement as confidential, and shall cause its accounting firm toretain all such financial information in confidence.

**4.4****          Survival**.  Except as otherwise provided in this Section4, the provisions of this Article 4 shall survive the expiration andtermination of this Agreement for a period of one calendar year following the lastsale of Product by Allos, its Affiliates or Permitted Sublicensees.

**5.****             PAYMENTS**

**5.1****          Payment Terms**.  Royalties and sublicense fees payable toLicensor hereunder shall be due and payable thirty (30) days after the end ofeach calendar quarter and shall be accompanied by a report as set forth inArticle 4.  Payment of royalties andsublicense fees in whole or in part may be made in advance of such due date.

**5.2****          Payment Method**.  All payments by Allos under this Agreementshall be paid in United States dollars, and all such payments shall beoriginated from a United States bank located in the United States and made bybank wire transfer in immediately available funds to such account as Licensorshall designate before such payment is due. Allos shall pay the full amount of the License Fee due pursuant toSection 3.2 directly to SKI.  All otherpayments due under Article 3 shall be paid by Allos to each of SKI, SRI, andSoRI in the following ratio at the addresses set forth in Section 14.1: SKIshall receive **[ * ]** of any amount due toLicensor; SRI shall receive **[ * ]** of anyamount due to Licensor and SoRI shall receive **[ * ]**of any amount due to Licensor.

**5.3****          Exchange Control**.  If at any time legal restrictions prevent theprompt remittance of part or all royalties and sublicense fees with respect toany country in the Territory where the Product is sold, payment shall be made

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through such lawful meansor methods, as Licensor reasonably shall determine.

**5.4****          Withholding Taxes**.  All royalty payments and sublicense feesowing from Allos to Licensor under this Agreement are net amounts, and shall begrossed-up to account for any amounts required to be withheld by Allos underapplicable law, rule or regulation as payment for taxes applicable to suchroyalty payments and sublicense fees, other than for United States income taxesof Licensor.  If Allos is required bylaw, rule or regulation to withhold and pay on behalf of Licensor taxes fromany royalty payments or sublicense fees due Licensor hereunder, Licensor shallcooperate with Allos and shall execute and deliver such documents and take suchother actions as Allos may reasonably request, for the purpose of (a) obtainingan exemption from the tax withholding requirements of the applicable country,(b) obtaining a refund of any taxes actually paid by Allos on Licensor’s behalfto the applicable taxing authority pursuant to said tax withholdingrequirements, and (c) otherwise seeking to lawfully mitigate the amount oftaxes required to be withheld from any payments due to Licensor, pursuant tothe applicable tax law.  If Licensor isable to obtain a refund or credit attributable to any part of the taxes paid onbehalf of Licensor by Allos pursuant to this section, Licensor shall pay theamount of such refund to Allos within thirty (30) days of obtaining such amountor credit.

**5.5****          Survival**.  The provisions of this Article 5 shallsurvive the expiration and termination of this Agreement for a period of one(1) calendar year following the last sale of Product by Allos, its Affiliatesand Permitted Sublicensees.

**6.****             DILIGENCEOBLIGATIONS**

**6.1****          Research and DevelopmentEfforts**.  Allos shall use itsCommercially Reasonable Efforts to research, develop and conduct such research,preclinical development and human clinical trials as necessary or desirable toobtain regulatory approvals to manufacture and market, and to obtain necessaryapproval to commence marketing and market Product in such countries as Allosdetermines are commercially feasible. Except as otherwise set forth in this Agreement, Allos, at its soleexpense, shall fund the costs of all research, preclinical development andclinical trials, regulatory approval and commercialization of the Products.

**6.2****          Records**.  The parties shall maintain records, insufficient detail and in good scientific manner appropriate for patent andregulatory submission purposes, which shall reflect all work done and resultsachieved in the performance of its research and development regarding theLicensed Patent Rights (including all data in the form required under allapplicable laws and regulations).

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**6.3****          Reports**.  Within sixty (60) days following the end ofeach calendar year during the term of this Agreement, Allos and Licensor shallprepare and deliver to the other party a written summary annual report whichshall describe, in reasonably sufficient detail, as applicable to theactivities being conducted by the relevant party (a) the research performed todate employing the Licensed Patent Rights and Licensed Know-How, (b) theprogress of the development and testing of Products in clinical trials, and (c)the status of obtaining the necessary approvals to market Products.  Licensor and Allos shall meet annually atAllos’ offices to discuss the report and the general progress of Products tomarket.  In addition, Allos shall provideLicensor with written notice of all regulatory filings and copies ofsubmissions prior to the date of such submissions, and written notice of allapprovals obtained promptly after obtaining such approvals.

**6.4****          Reversion of CertainRights**.  Allos agrees that during theterm of the Agreement it shall diligently develop and commercialize at leastone Product in the United States, in one or more countries of the EU, and inJapan.  For the purposes of this Section6.4, “diligent development” shall mean the demonstration of continuing effortsby Allos, its Affiliates or its Permitted Sublicensee to achieve the objectivesset forth in the Clinical Development Plan, and “diligent commercialization”shall mean the marketing of Product to oncologists by Allos, its Affiliates orits Permitted Sublicensee’s or marketing partner’s sales force, once regulatoryapproval has been obtained for the applicable territory.  If Allos elects not to develop orcommercialize at least one Product in the United States, in one or morecountries of the EU and in Japan, Allos shall inform Licensor of its decisionand the license granted to Allos under this Agreement shall terminate, only insuch Territory (the United States, the EU or Japan) as Allos has elected not todevelop and commercialize at least one Product. If Licensor believes that Allos is not diligently developing orcommercializing Product in a particular territory, Licensor shall so informAllos in writing, including a description of the basis for Licensor’sbelief.  If Allos disputes Licensor’s determinationthat a diligence failure has occurred, such dispute shall be resolved pursuantto Article 13.  Upon the finding by theArbitrator (as defined in Article 13) that a diligence failure has occurred,Allos shall have a sixty (60) day period after such Arbitrator ruling withinwhich to submit to Licensor a specific, objectively reasonable, written plandesigned to meet Allos’ diligence obligations as promptly as practicable usingCommercially Reasonable Efforts.  Eachplan required pursuant to this Section 6.4 (each, a “**RemedialPlan**”) shall be subject to (i) Licensor’s written approval, suchapproval not to be unreasonably withheld, conditioned or delayed, and (ii) theArbitrator’s approval.  Allos shall havesix (6) months to demonstrate to Licensor’s satisfaction Allos’ compliance withthe Remedial Plan, failure of which shall result in the reversion to Licensorof the license granted pursuant to Section 2.1 for the particularterritory.  If Allos grants a Sublicenseunder the provisions of Article 2.2 within the United States or the EU, the

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Sublicense agreementshall contain development and commercialization diligence obligations foractivities within such territory in compliance with this Section 6.4.

**6.5****          Joint Advisory Committee**.  For the purpose of expediting the exchange ofinformation between the parties to foster the successful development ofProducts, Allos shall form a joint advisory committee (“**JAC**”)consisting of representatives from each of SRI, SKI, SoRI and Allos.  The selection of the representatives from theparties will be at the discretion of each of the respective parties, but shouldinclude qualified technical and business development staff The JAC shall meettwice annually at a location to be determined by the Parties, and more often asmutually agreed by the Parties.  Eachparty shall be responsible for any out-of-pocket travel and other expenses itsrepresentatives incur to participate in JAC meetings.

**7.****             CONFIDENTIALITY**

**7.1****          Confidential Information**.  During the term of this Agreement, and for aperiod of five (5) years following the expiration or earlier terminationhereof, each party shall exercise reasonable care to maintain in confidence allinformation of the other party (including samples) disclosed by the other partyand identified as, or acknowledged to be, confidential (“**ConfidentialInformation**”), and shall not use, disclose or grant the use of theConfidential Information except on a need-to-know basis to those directors,officers, employees, agents, Permitted Sublicensees and permitted assignees, tothe extent such disclosure is reasonably necessary in connection with suchparty’s activities as expressly authorized by this Agreement.  To the extent that disclosure is authorizedby this Agreement, prior to disclosure, each party hereto shall obtain thewritten agreement of any such Person, who is not otherwise bound by fiduciaryobligations to such party, to hold in confidence and not make use of theConfidential Information for any purpose other than those permitted by thisAgreement.  Each party shall notify theother promptly upon discovery of any unauthorized use or disclosure of theother party’s Confidential Information.

**7.2****          Permitted Disclosures**.  The nonuse and nondisclosure obligationscontained in this article shall not apply to the extent that any receivingparty (“**Recipient**”) can demonstrate that: (a)the information was public knowledge at the time of such disclosure byRecipient, or thereafter became public knowledge, other than as a result ofacts attributable to Recipient in violation hereof; (b) the information wasrightfully known by Recipient (as shown by its written records) prior to thedate of disclosure to Recipient by the other party hereunder; (c) theinformation was disclosed to Recipient on an unrestricted basis from a ThirdParty not under a duty of confidentiality to the other party; or (d) theinformation was independently developed by employees or agents of Recipientwithout

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access to the ConfidentialInformation of the other party. Notwithstanding the foregoing, Recipient may (x) disclose information bylaw, order or regulation of a governmental agency or a court of competentjurisdiction; (y) disclose information to any governmental agency for purposesof obtaining approval to test or market a Product; or (c) disclose informationas necessary to file or prosecute patent applications and prosecute or defendlitigation; *provided* in each case that Recipientshall provide written notice thereof to the other party and sufficientopportunity to object, time permitting, to any such disclosure or to requestconfidential treatment thereof.

**7.3****          No Use of Name**.  Except as otherwise required by applicablelaw, regulation or order of a governmental agency or court of competentjurisdiction, neither party shall use the name of the other party or the otherparty’s directors, officers or employees in any advertising, news release orother publication, without the prior express written consent of the otherparty.  Notwithstanding the above,Licensor acknowledges the importance of, and agrees to cooperate with Allos, inthe issuance of a press release upon execution of this Agreement.

**7.4****          Publication Rights**.  Licensor shall be free to use the results ofactivities conducted in connection with the exercise of its reserved rights setforth in Section 2.3 for its own non-commercial teaching, research,educational, clinical and publication purposes so long as such use does notviolate this Article 7.  Licensor agreesto submit to Allos for its review and comment, a copy of any proposedpublication resulting from such activities at least [ * ] prior to the estimated date of publication, and if no response isreceived within **[ * ]** of the date submitted toAllos, it will be conclusively presumed that the publication may proceedwithout delay.  If Allos feels that theconclusions are not supported by the data or that there are factual errors inthe proposed publication, then the JAC shall meet to make a good faith attemptto resolve such issues, and at Allos’ request Licensor shall delay publicationfor an additional **[ * ]** to allowsuch discussion.  If Allos determinesthat the proposed publication contains patentable subject matter that requiresprotection, Allos may refer such subject matter to the JAC for review.  If the JAC concurs with Allos’ determination,Licensor shall delay the publication for a period of time for Licensor topursue patent protection pursuant to Article 8.

**8.****             IPOWNERSHIP; PATENTS**

**8.1****          Allos Improvements**.  Allos shall solely own all Allos Improvementsdeveloped, made or conceived of during the course of this Agreement solely byemployees or contractors of Allos, and all intellectual property rightstherein, including any patent rights claiming the Allos Improvements.  Allos shall control the filing, prosecutionand maintenance of patents claiming any Allos Improvements at its own cost andusing

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counsel of its choice andin such countries as Allos determines is appropriate.

**8.2****          Filing, Prosecution, andMaintenance**.  Licensor shall have thesole authority and control over the filing, prosecution and maintenance of theLicensed Patent Rights; *provided, however*,that Licensor shall consult with Allos on overall patent strategy.  In addition, Licensor’s patent counsel shallkeep Allos advised as to the status of the Licensed Patent Rights by providingAllos, in a timely manner at least thirty (30) days prior to their due date,with copies of all official documents and correspondence relating to theprosecution, maintenance, and validity of the Licensed Patent Rights.  Allos shall have fifteen (15) days to reviewand comment on such documents and correspondence prior to the filing of saiddocuments and correspondence and Licensor shall give good faith considerationto any comments provided by Allos. Licensor shall diligently conduct such prosecution and maintenance ofthe Licensed Patent Rights and shall not abandon any patent under prosecution,or discontinue any maintenance obligation for issued patents, in each casewithin the Licensed Patent Rights, without first notifying Allos at least sixty(60) days prior to any bar date, of Licensor’s intention and reason therefore,and providing Allos with reasonable opportunity to assume responsibility andcontrol of the prosecution and maintenance of such patent applications andpatents.  Notwithstanding the above,failure to strictly adhere to the timelines for notification under this Article8.2 shall not constitute a material breach of this Agreement.

**8.3****          Costs**.  Allos shall reimburse Licensor for all patentcosts incurred by Licensor prior to the Effective Date, as evidenced by writtendocumentation, up to a maximum amount of **[ * ]**, suchpayment to be made within thirty (30) days of receipt by Allos of suchdocumentation.  Allos shall pay all costsof filing, prosecuting and maintaining the Licensed Patent Rights necessary forProducts incurred after the Effective Date.

Allos shall have the right to discontinue financialsupport as provided in Article 8.4.

**8.4****          Assumption of PatentCosts by Licensor**.  If Allos informsLicensor of its intention to discontinue financial support of any patent orpatent application within the Licensed Patent Rights necessary for Products,Licensor shall be entitled to reassume financial responsibility therefore.  In the event Licensor continues to prosecuteor maintain the patent or patent application in question, Allos’ right andlicense under such patent or patent application shall be terminated; *provided, however*, that if Allos elects to discontinuefinancial support for such patent or patent application, Licensor may alsoelect to discontinue financial support for such patent or patentapplication.  If any Major Country isrestricted from

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the Territory pursuant toSection 6.4, Allos shall have no further obligations to provide financialsupport for any patent or patent application effective within such MajorCountry, and Licensor, at its discretion shall reassume financialresponsibility therefor.

**8.5****          Enforcement of PatentRights**.  Each party promptly shallnotify the other party of any infringement known to it of the Licensed PatentRights and shall provide the other party with the available evidence, if any,of such infringement.  Allos, at its soleexpense, shall have the right (but not the obligation) to determine theappropriate course of action to enforce the Licensed Patent Rights or otherwiseabate the infringement thereof, to take (or refrain from taking) appropriateaction to enforce the Licensed Patent Rights, to control any litigation orother enforcement action and to enter into, or permit, the settlement of anysuch litigation or other enforcement action with respect to the Licensed PatentRights, and shall consider, in good faith, the interests of Licensor in sodoing.  Within ninety (90) days afternotice of a substantial and continuing infringement of the Licensed PatentRights, Allos shall notify Licensor whether or not Allos intends to take actionagainst the alleged infringer.  If Allosnotifies Licensor that it does not intend to take action, or if within onehundred eighty (180) days after receipt of notice Allos does not abate suchinfringement or file suit to enforce the Licensed Patent Rights against eachinfringing party, Licensor shall have the right to take whatever action itdeems appropriate to enforce the Licensed Patent Rights, including bringing andcontrolling at its own expense a legal action in which, if legally necessary,Allos may be a named plaintiff.  Theparty controlling any such enforcement action shall not settle the action orotherwise consent to a judgment in such action that results in any grant to thethird party of rights under the Licensed Patent Rights, without the priorwritten consent of the non-controlling party which consent shall not beunreasonably withheld.  All moniesrecovered upon the final judgment or settlement of any such suit to enforce theLicensed Patent Rights shall, after payment of expenses, be retained by theparty controlling the enforcement.  Eachparty shall reasonably cooperate with the other party in the planning and executionof any action to enforce the Licensed Patent Rights; *provided,however*, each party shall be reimbursed for reasonable expenses,including legal fees, for such cooperation.

**8.6****          Infringement Actions byThird Parties**.  Allos shall promptlynotify Licensor in writing of any allegation by a Third Party that the activityof Allos or its Affiliates, Permitted Sublicensees or customers pursuant tothis Agreement infringes or may infringe the patent rights of such Third Party,where the alleged infringing process, method or composition is claimed under aValid Patent Claim.  Allos shall have theright, in its sole discretion, to control the defense of such suit at its ownexpense, in which event Licensor shall have the right to be represented byadvisory counsel of its own selection at its own expense, shall cooperate fullyin the defense

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of such suit, and shallfurnish to Allos all evidence and assistance in its control.  Allos may not settle the suit or otherwiseconsent to an adverse judgment in such suit that diminishes the rights orinterests of Licensor or imposes additional obligations on Licensor, withoutthe express written consent of Licensor. Any judgments, settlements or damages payable with respect to legalproceedings covered by this article shall be paid by Allos.

**8.7****          Patent Markings**.  Allos, its Affiliates and PermittedSublicensees shall mark each Product sold by them with the appropriate marking,giving notice to the public that such Product is patented, by fixing thereoneither the word “patent” or the abbreviation “pat”, together with the number ofsuch issued patent of the Licensed Patent Rights.  Licensor shall keep Allos informed of allapplicable patent markings, and upon request by Allos, shall inform Alloswhether a patent marking is required for a specific Product.

**8.8****          Licensor Covenant**.  Licensor agrees that Licensor shall not, forthe duration of this Agreement, enter into any agreement with any Third Partyto license any rights held by Licensor with respect to US Patent No. **[ * ]**, entitled **[ * ]** in afield of use that includes **[ * ]**.

**9.****             TERMAND TERMINATION**

**9.1****          Expiration**.  Subject to the provisions of this article,this Agreement shall expire on a country-by-country basis on the expiration ofthe License Term.

**9.2****          Termination by Allos**.  Allos may terminate this Agreement, in itssole discretion, upon thirty (30) days prior written notice to Licensor.

**9.3****          Termination for Failureto Transfer IND**.  If the IND is nottransferred to Allos within one (1) month after the Effective Date and suchfailure is not due to a delay by the FDA directly or indirectly caused byLicensor or Allos, such failure to timely transfer the IND shall be deemed amaterial breach of this Agreement, pursuant to which Allos may terminate thisAgreement by providing written notice to Licensor as provided in Article9.4(a).  If Licensor has not cured thebreach within ninety (90) days, Allos shall so notify Licensor (each of SKI,SRI, and SoRI), and within five (5) days of receipt of such notice, Licensorshall return the License Fee to Allos. Within thirty (30) days of its notice to Licensor of its failure to curethe breach under this Section 9.3, Allos shall return to the Licensor theProduct Data Package, any remaining PDX material, and any other documentationor materials received from Licensor as of the effective date of suchtermination.

**9.4****          Termination for Cause**.  Except as otherwise provided in Article 12below regarding force majeure, either party may terminate this

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Agreement: (a) upon orafter the breach of any material provision of this Agreement by the other partyif the other party has not cured such breach within ninety (90) days afterreceipt of written notice thereof by the nonbreaching party; or (b) if theother party voluntarily commences any action or seeks any relief regarding itsliquidation, reorganization, dissolution or similar act or under anybankruptcy, insolvency or similar law; or (c) if a proceeding is commenced oran order, judgment or decree is entered seeking the liquidation, reorganization,dissolution or similar act or any other relief under any bankruptcy, insolvencyor similar law against the other party, without its consent, which continuesundismissed or unstayed for a period of sixty (60) days.

**9.5****          Effect of Expiration orTermination**.  Expiration ortermination of this Agreement shall not relieve the parties of any obligationaccruing prior to such expiration or termination, and the provisions ofArticles 7, 8.4, 8.5, 9.5, 9.6, 10, 14.1, 14.2 and such other provisions bytheir terms as set forth herein, shall survive the expiration or termination ofthis Agreement.  Upon expiration of thisAgreement under Article 9.1, above, Allos shall have a fully-paid,non-exclusive worldwide license (including the exclusive right to grant sublicenses)under the Licensed Know-How, to make, have made, use, offer for sale, sell andimport Products.  Upon termination ofthis Agreement by Allos under Article 9.2, above, or by Licensor under Article9.4, above, the license granted to Allos under Article 2.1, herein, shallterminate, subject to Article 9.6 and Licensor shall automatically have afully-paid, non-exclusive, worldwide license (including the right to grantsublicenses) under the Allos Improvements, to make, have made, use, offer forsale, sell and import Products.

**9.6****          Disposition of Productson Hand Upon Termination**.  Upontermination of this Agreement by either party (a) Allos shall provide Licensorwith a written statement of the amount of inventory of all Products in processof manufacture and in stock, and shall have the privilege of disposing of suchProducts, but not more, for a period of one (1) year from the date oftermination, and (b) Allos shall pay royalties and sublicense fees at the rateand at the time herein provided under Articles 3 and 4 hereof.  The provisions of Section 9.6(a) shallsurvive the termination of this Agreement for a period of one (1) year and theprovisions of Section 9.6(b) shall survive the termination of this Agreementuntil all amounts owing to Licensor by Allos, its Affiliates and PermittedSublicensees have been paid.

**9.7****          Allos Data**.  Notwithstanding anything to the contrary inthis Agreement, if this Agreement is terminated pursuant to the provisions ofArticle 9.2 or by Licensor pursuant to 9.4, herein, upon Licensor’s request notmore than one hundred twenty (120) days after such termination, (a) withinninety (90) days after such request, Allos shall provide Licensor with copiesof all data and information generated by Allos’ research and development

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activities, and allregulatory submissions and approvals, if any, regarding actual or potentialProducts; *provided, however* that if suchtermination occurs after the initiation of a Phase II Trial, Licensor shallreimburse Allos for its reasonable costs to assemble and provide the data toLicensor, (b) Licensor shall have the right to use and reference all such data,information and submissions without restriction, and (c) Allos shall executeall such documents and instruments reasonably necessary to enable Licensor touse and reference all such data, information and submissions.  ALLOSMAKES NO REPRESENTATIONS AND WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED,REGARDING SUCH DATA, INFORMATION AND SUBMISSIONS PROVIDED TO LICENSOR IN (A)ABOVE, AND LICENSOR AGREES THAT ANY SUCH USE AND REFERENCE OF SUCH DATA,INFORMATION AND SUBMISSIONS SHALL BE AT LICENSOR’S OWN RISK.

**10.****          INDEMNIFICATIONAND INSURANCE**

**10.1****        Indemnification**.

**10.1.1****    **Allos shall indemnify,defend and hold harmless Licensor, its directors, officers, employees andagents from all losses, liabilities, damages and expenses (including reasonableattorneys’ fees and costs) (collectively “**Losses**”) thatthey may suffer as a result of any claims, demands, actions or otherproceedings (collectively, “**Claims**”) madeor instituted by any Affiliate, Permitted Sublicensee or Third Party againstany of them to the extent that such Claims arise or relate to: (a) a breach ofany of Allos’ representations and warranties set forth in Article 11; or (b)the possession, research, development, manufacture, use, sale or administrationof Product by Allos, its Affiliates and Permitted Sublicensees; except to theextent such Claims are based on (x) the gross negligence or intentionalmisconduct of Licensor, (y) any defect in any PDX provided by Licensor to Allosunder this Agreement, or are Claims for which Licensor is obligated toindemnify Allos pursuant to Section 10.1.2, 10.1.3 or 10.1.4.

**10.1.2****    **SRI shall indemnify,defend and hold harmless Allos, its directors, officers, employees and agentsfrom all Losses that they may suffer as a result of any Claims made orinstituted by any Third Party against any of them to the extent that suchClaims arise or relate to (a) a breach of any of SRI’s respectiverepresentations and warranties set forth in Article 11; or (b) the possession,research, development or use by SRI in the exercise of its reserved rightsunder Section 2.3 of any PDX not provided by or on behalf of Allos; except tothe extent such Claims are Claims for which Allos is obligated to indemnify SRIpursuant to Section 10.1.1.

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**10.1.3****    **SoRI shall indemnify,defend and hold harmless Allos, its directors, officers, employees and agentsfrom all Losses that they may suffer as a result of any Claims made orinstituted by any Third Party against any of them to the extent that suchClaims arise or relate to (a) a breach of any of SoRI’s respectiverepresentations and warranties set forth in Article 11; or (b) the possession,research, development or use by SoRI in the exercise of its reserved rightsunder Section 2.3 of any PDX not provided by or on behalf of Allos; except tothe extent such Claims are Claims for which Allos is obligated to indemnifySoRI pursuant to Section 10.1.1.

**10.1.4****    **SKI shall indemnify,defend and hold harmless Allos, its directors, officers, employees and agentsfrom all Losses that they may suffer as a result of any Claims made orinstituted by any Third Party against any of them to the extent that suchClaims arise or relate to: (a) a breach of any of SKI’s respectiverepresentations and warranties set forth in Article 11; (b) the administrationby SKI in the exercise of its reserved rights under Section 2.3 of any PDX notprovided by or on behalf of Allos; or (c) any activities conducted inconnection with a SKI Trial; except to the extent such Claims are Claims forwhich Allos is obligated to indemnify SKI pursuant to Section 10.1.1.

**10.2****        Indemnification Procedure**.  Each party (the “**IndemnifiedParty**”) shall promptly notify the other party (the “**Indemnifying Party**”) of any claim, demand, action or otherproceeding with respect to which the Indemnified Party intends to claim suchindemnification.  The Indemnifying Partyshall the exclusive ability to defend any such claim, demand, action or otherproceeding at its expense using counsel of its choice.  The Indemnifying Party’s indemnityobligations under this article shall not apply to amounts paid in anysettlement if effected without the consent of the Indemnifying Party, whichconsent shall not be unreasonably withheld or delayed.  The Indemnifying Party shall not settle orconsent to an adverse judgment in any such claim, demand, action or otherproceeding that adversely affects the rights or interests of the IndemnifiedParty or imposes additional obligations on Indemnified Party, without the priorexpress written consent of Indemnified Party. The Indemnified Party, its employees and agents, shall reasonablycooperate with Indemnifying Party and its legal representatives in theinvestigation of any claim, demand, action or proceeding covered by thisindemnification.

**10.3****        LIMITATION ON LIABILITYAND DISCLAIMER OF WARRANTIES.**

**10.3.1****     LIMITED LIABILITY**.  ANY PDX PROVIDED TO ALLOS HEREUNDER ISPROVIDED “**AS IS**” FOR NON-HUMAN

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PURPOSES ONLY.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TOTHE OTHER, ITS AFFILATES, PERMITTED SUBLICENSES OR ANY THIRD PARTY FOR ANYSPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THISAGREEMENT OR WITH RESPECT TO ANY CLAIM, DEMAND, ACTION OR OTHER PROCEEDING RELATINGTO THIS AGREEMENT HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY (INCLUDINGNEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES.  IN NO EVENT SHALLLICENSOR’S LIABILITY OWING TO ALLOS, ITS AFFILIATES, PERMITTED SUBLICENSEE ORANY THIRD PARTY WITH RESPECT TO ANY CLAIM, DEMAND, ACTION OR OTHER PROCEEDRELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID LICENSOR BYALLOS UNDER THIS AGREEMENT.

**10.3.2****     DISCLAIMER OF WARRANTIES**.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDEDIN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS AREPRESENTATION MADE OR WARRANTY GIVEN BY LICENSOR THAT ANY VALID PATENT HASISSUED OR WILL ISSUE BASED UPON THE LICENSED IP, OR THAT THE USE OF THELICENSED IP WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF ANY OTHERPERSON.  FURTHERMORE, EXCEPT AS OTHERWISEEXPRESSLY PROVIDED IN THIS AGREEMENT, LICENSOR MAKES NO OTHER REPRESENTATIONSOR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED IP, INCLUDINGWITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE.

**11.****          REPRESENTATIONSAND WARRANTIES**

Each party hereby represents and warrants to the otherparty as follows:

**11.1****        Corporate Existence andPower**.  Such party (a) is acorporation duly organized, validly existing and in good standing under thelaws of the state in which it is incorporated; (b) has the corporate power andauthority and the legal right to own and operate its property and assets, tolease the property and assets it operates under lease, and to carry on itsbusiness as it is now being conducted; and, (c) is in compliance with allrequirements of applicable law, except to the extent that any noncompliancewould not have a material adverse effect on the properties, business, financialor

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other condition of it andwould not materially adversely affect its ability to perform its obligationsunder this Agreement.

**11.2****        Authorization andEnforcement of Obligations**.  Suchparty (a) has the corporate power and authority and the legal right to enterinto this Agreement and to perform its obligations hereunder; and (b) has takenall necessary corporate action on its part to authorize the execution anddelivery of this Agreement and the performance of its obligations hereunder.  This Agreement has been duly executed anddelivered on behalf of such party, and constitutes a legal, valid, bindingobligation, enforceable against such party in accordance with its terms.

**11.3****        No Consents**.  All necessary consents, approvals andauthorizations of all governmental authorities and other Persons required to beobtained by such party in connection with this Agreement have been obtained.

**11.4****        No Conflict**.  The execution and delivery of this Agreementand the performance of such party’s obligations hereunder (a) do not conflictwith or violate any requirement of applicable laws or regulations; and (b) donot conflict with, or constitute a default under, any contractual obligation ofit.

**11.5****        Patent Representations**.  Licensor represents and warrants that as ofthe Effective Date, and without independent inquiry, to Licensor’s knowledge(a) the Licensed Know-How and the claims of the Licensed Patent Rights do notfall within the claims of, or otherwise infringe, any Third Party patent,patent application or trade secret; (b) none of the Licensed Patent Rights areinvalid or unenforceable; (c) there are no claims, judgments or settlementsagainst or owed by it relating to the Licensed IP; and (d) PDX has not beenlicensed to any Third Party and is not subject to any option or othercontractual right of any Third Party.

**11.6****        Regulatory Representations**.  As of the Effective Date, to SKI’s knowledge,(a) it has complied in all material respects with all applicable laws andregulations in connection with the preparation and submission of any filingsdirectly related to PDX with any regulatory authority; (b) it has filed withapplicable regulatory authorities all required and material notices,supplemental applications and annual or other reports, including adverseexperience reports, with respect to PDX; and (c) there is no pending or overtlythreatened action by the regulatory authorities that will have a materialadverse effect on the regulatory approval of the PDX or any Products.

**12.****          FORCEMAJEURE**

Except with regard to the payment of money, neitherparty shall be held liable or responsible to the other party nor be deemed tohave defaulted under or breached

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this Agreement for failure or delay in fulfilling orperforming any term of this Agreement to the extent, and for so long as, suchfailure or delay is caused by or results from causes beyond the reasonablecontrol of the affected party including but not limited to fires, earthquakes,floods, embargoes, wars, acts of war (whether war is declared or not), acts ofterrorism, insurrections, riots, civil commotions, strikes, lockouts or otherlabor disturbances, acts of God or acts, omissions or delays in acting by anygovernmental authority or other party.

**13.****          DISPUTERESOLUTION**

Any controversy or claim arising out of or relating tothis Agreement, or the breach thereof, or any failure to agree where agreementof the parties is necessary pursuant hereto, including the determination ofscope of this Agreement to arbitrate, shall be resolved by the following procedures:

**13.1****        Attempt to Resolve Dispute**.  The parties shall use all reasonable effortsto amicably resolve the dispute through direct discussions.  The senior management of each party commitsitself to respond promptly to any such dispute. Either party may send written notice to the other party identifying thematter in dispute and invoking the procedures of this article.

**13.2****        Application to BindingArbitration**.  If after thirty (30)days from the first written notice of dispute, the parties fail to resolve thedispute by written agreement, either party may submit the dispute to final andbinding arbitration administered by the AAA, and conducted in New York, NewYork, pursuant to the Commercial Arbitration Rules of the AAA at the time ofsubmission.  The arbitration shall beheld before a single neutral, independent, and impartial arbitrator (the “**Arbitrator**”).

**13.3****        Binding ArbitrationProcedure**.  Unless the parties haveagreed upon the selection of the Arbitrator before then, the AAA shall appointthe Arbitrator as soon as practicable, but in any event within thirty (30) daysafter the submission to AAA for binding arbitration.  The Arbitrator’s award shall be a final andbinding determination of the dispute and shall be fully enforceable as anarbitration award by the New York courts in accordance with New York law.  The prevailing party in such arbitrationshall be entitled to recover its reasonable attorneys’ fees and expenses,including arbitration administration fees, incurred in connection with such proceeding.  Neither party nor the Arbitrator may disclosethe existence, content, or results of any arbitration hereunder without theprior written consent of both parties.

**14.****          MISCELLANEOUS**

**14.1****        Licensor Representativeand Notices**.  Except as otherwise setforth herein, SKI shall be the designated representative of Licensor for allmatters hereunder.  All notices,correspondence, communications and

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directionsto, and communications and directions from Licensor shall be through SKI.  Any consent, notice or report required orpermitted to be given or made under this Agreement by one party to the otherparty shall be in writing, delivered by any lawful means and addressed to theother party at its address indicated below, or to such other address as the addresseeshall have last furnished in writing to the addressor.  Except as otherwise provided in thisAgreement, such consent, notice or report shall be effective upon receipt bythe addressee.
|        | If to Licensor,  for technical matters:                                                                                                                                                              |   | If to Licensor, for all other matters:                                                                                                                                                  |   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                                                                                                                 |   |                                                                                                                                                                                    |   |
|   | Sloan-Kettering Institute  for Cancer Research  1275 York Avenue  New York, NY 10021  Attn: Director, Office of Industrial Affairs  Telephone: (212) 639-6181  Facsimile: (212) 717-3439             |   | Sloan-Kettering Institute for Cancer Research  1275 York Avenue  New York, NY 10021

Attn: Director, Office of Industrial Affairs  Telephone: (212) 639-6181  Facsimile: (212) 717-3439 |   |
|   |                                                                                                                                                                                                 |   |                                                                                                                                                                                    |   |
|   | With a copy to:                                                                                                                                                                                      |   | With a copy to:                                                                                                                                                                         |   |
|   |                                                                                                                                                                                                 |   |                                                                                                                                                                                    |   |
|   | Southern  Research Institute  2000 Ninth Avenue South  Post Office Box 55305

Birmingham, AL  35255-5305

Attn:  President/CEO  Telephone: (205) 581-2470  Facsimile: (205) 581-2568                 |   | Southern Research Institute  2000 Ninth Avenue South  Post Office Box 55305  Birmingham, AL 35255-5305  Attn: Legal Counsel  Telephone: (205) 934-3474  Facsimile: (205) 975-6079       |   |
|   |                                                                                                                                                                                                 |   |                                                                                                                                                                                    |   |
|   | SRI  International  333 Ravenswood Avenue

Menlo Park, CA  94025-3493  Attn: Senior Director, Business Development, Biopharmaceutical Division  Telephone: (650) 859-4886  Facsimile: (650) 859-3041 |   | SRI International

333 Ravenswood Avenue  Menlo Park, CA 94025-3493  Attn: General Counsel  Telephone: (650) 859-6068  Facsimile: (650) 859-3834                                        |   |
|   |                                                                                                                                                                                                 |   |                                                                                                                                                                                    |   |
|   | All payments to  the respective party:                                                                                                                                                               |   | If by Electronic Funds Transfer Method                                                                                                                                                  |   |

 

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|   | Sloan-Kettering Institute  for Cancer Research  1275 York Avenue  New York, NY 10021  Attention: Accounting                                                                           |   | Citibank  399 Park Avenue

New York, NY 10022  For credit to the account of:

Sloan-Kettering Institute for Cancer Research  Account No. [ * ]  ABA No. [ * ]                                      |   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                                                                                                  |   |                                                                                                                                                                                               |
|   | Reference: SK  7547                                                                                                                                                                   |   |                                                                                                                                                                                               |
|   |                                                                                                                                                                                  |   |                                                                                                                                                                                               |
|   |                                                                                                                                                                                  |   |                                                                                                                                                                                               |   |
|   | Southern  Research Institute  2000 Ninth Avenue South  Post Office Box 55305  Birmingham, AL 35255-5305

Attention:  Accounting  Reference: PDX                                       |   | First Commercial Bank  800 Shades Creek Parkway  Birmingham, AL 35209  For credit to the account of:  UAB Research Foundation  Account number: [ * ]  ABA number: [ * ]                            |   |
|   |                                                                                                                                                                                  |   |                                                                                                                                                                                               |   |
|   | SRI  International  333 Ravenswood Avenue

Menlo Park, CA  94025-3493  Attention: Accounting  Reference: W33P69 1.380                                                                 |   | Wells Fargo Bank  400 Hamilton Avenue

Palo Alto, CA 94301  For credit to the account of:  SRI International  Account number: [ * ]  ABA number: [ * ]                                             |   |
|   |                                                                                                                                                                                  |   |                                                                                                                                                                                               |   |
|   | If to Allos, for  technical matters:  11080 Circle Point Road, Suite 200  Westminster, CO 80020  Attn: Senior Medical Director  Telephone: (303) 426-6262

Facsimile: (303)  412-9160 |   | If to Allos, for all other matters:  11080 Circle Point Road, Suite 200  Westminster, CO 80020  Attn: Senior Director, Corporate Development  Telephone: (720) 540-5245  Facsimile: (303) 426-4731 |   |

 

**14.2****        Governing Law**.  This Agreement, including the decision toarbitrate and any decision by an arbitrator pursuant to Article 13, above,shall be governed by and construed in accordance with the laws of the State ofNew York, without the application of any principle that leads to theapplication of the laws of any other jurisdiction, and shall not be governed bythe United Nations Convention on Contracts for the International Sale of Goods.

**14.3****        U.S. Export Laws andRegulations**.  Each party herebyacknowledges that the rights and obligations of this Agreement are subject tothe laws and regulations of the United States relating to the export ofproducts and technical information. Without limitation, each party shall comply with all such laws andregulations.

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**14.4****                        NoOther Rights**.  This Agreement shallnot be construed to grant any license or other rights to Allos in any patentrights, know-how or other technology of Licensor, except as expressly providedin this Agreement.

**14.5****                        Assignment**.  Allos shall not assign its rights orobligations under this Agreement, in whole or in part, by operation of law orotherwise, without the prior written consent of Licensor.  Allos shall, however, be entitled to assignits rights and obligations under this agreement to the purchaser of Allos’entire business to which this Agreement pertains, without Licensor’s priorwritten consent.  Any purportedassignment in violation of this article shall be null and void.

**14.6****                        Waiversand Amendments**.  No change,modification, extension, termination or waiver of this Agreement, or any of theprovisions herein contained, shall be valid unless made in writing and signedby duly authorized representatives of the parties hereto.

**14.7****                        EntireAgreement**.  This Agreement embodiesthe entire understanding between the parties and supersedes any priorunderstanding and agreements between and among them respecting the subjectmatter hereof.  There are norepresentations, agreements, arrangements or understandings, oral or written,between the parties hereto relating to the subject matter of this Agreementwhich are not fully expressed herein.

**14.8****                        Severability**.  Any of the provisions of this Agreement whichare determined to be invalid or unenforceable in any jurisdiction shall beineffective to the extent of such invalidity or unenforceability in suchjurisdiction, without rendering invalid or unenforceable the remainingprovisions hereof and without affecting the validity or enforceability of anyof the terms of this Agreement in any other jurisdiction.

**14.9****                        Waiver**.  The waiver by either party hereto of anyright hereunder or the failure to perform or of a breach by the other partyshall not be deemed a waiver of any other right hereunder or of any otherbreach or failure by said other party whether of a similar nature or otherwise.

**14.10****                 Counterparts**.  This Agreement may be executed in two or morecounterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, theparties have executed this Agreement as of the date first set forth above.
| SRI INTERNATIONAL                                                                                                                                       |                      | ALLOS  THERAPEUTICS, INC.                                                                                                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                    |                      |                                                                                                                                     |
|                                                                                                                                                    |                      |                                                                                                                                     |
| By:                                                                                                                                                     | /s/ Curtis Carlson, Ph.D. |                                                                                                                                     | By: | /s/ Michael E. Hart |
|                                                                                                                                                    |                      |                                                                                                                                     |   |
| Name: Curtis  Carlson, Ph.D.                                                                                                                            |                      | Name: Michael E.  Hart                                                                                                                   |
| Title: President  & Chief Executive Officer                                                                                                         |                      | Title: President  & Chief Executive Officer                                                                                          |
|                                                                                                                                                    |                      |                                                                                                                                     |
| Date:                                                                                                                                                   | 1/9/2003                  |                                                                                                                                     | Date: | 1/14/03 |
|                                                                                                                                                    |                      |                                                                                                                                     |   |   |   |   |
|                                                                                                                                                    |                      |                                                                                                                                     |   |   |   |   |
| SLOAN-KETTERING  INSTITUTE  FOR CANCER RESEARCH                                                                                                         |                      | SOUTHERN RESEARCH  INSTITUTE                                                                                                             |
|                                                                                                                                                    |                      |                                                                                                                                     |
|                                                                                                                                                    |                      |                                                                                                                                     |
| By:                                                                                                                                                     | /s/ James S. Quirk        |                                                                                                                                     | By: | /s/ Lucy Hicks |
|                                                                                                                                                    |                      |                                                                                                                                     |   |   |
| Name: James S. Quirk                                                                                                                                    |                      |                                                                                                                                     |   | Name: Lucy Hicks |   |   |
| Title:   Senior  Vice President,              Research  Resources Management |                      | Title:  Intellectual  Property Manager             & Legal  Counsel |
|                                                                                                                                                    |                      |                                                                                                                                     |   |   |   |   |
|                                                                                                                                                    |                      |                                                                                                                                     |   |   |   |   |
| Date:                                                                                                                                                   | 1/20/03                   |                                                                                                                                     | Date: | 01/15/2003 |
|                                                                                                                                                         |                           |                                                                                                                                          |  |  |  |  |  |  |  |  |  |  |

(SK#7547)

(SRI# W33P69 1.380)

(SoRI #PDX)

30

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**EXHIBIT ALICENSOR PATENT RIGHTS**

[ * ]

31

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**EXHIBIT B CLINICAL DEVELOPMENT PLAN**

**PDX Development Plan**

**Preparedfor SRI, MSK and SoRI**

**By**

**AllosTherapeutics, Inc**

32

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[ * ]

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**EXHIBIT C PRODUCT DATA PACKAGE**

Allos desires toobtain all of the following data, documents and materials listed below tofulfill completion of the technology transfer process.  However, it is recognized that some of thisinformation may have already been received by Allos, may not be available, ornot in Licensor’s possession.  Allos alsorecognizes that in certain instances, data comparing PDX to Third Partymolecules may be confidential under the terms of Material Transfer Agreementsor other Agreements between SKI and Third Parties, and may not be available fordisclosure to Allos under the terms of those agreements.

**CMC**

·                  All synthesis,manufacturing and analytical information pertaining to PDX, including allreports.  If reports are not available, asummary of efforts completed to date

·                  Disclose allknown significant problems or issues that can affect drug substance or drugproduct attributes or quality

·                  Disclose anyknown conflict of interest or potential patent issues

·                  All bulkinventory (or at least [ * ])

·                  Provideavailable samples of all synthetic intermediates, impurities, degradationproducts, internal or external standards and reference materials.  Include analytical methods, methoddevelopment, stability efforts and pertinent reports

·                  All workassociated with PDX individual diastereomer synthesis, analysis and separationefforts

**Clinical**

·                  All protocols

·                  IRB approvalsfor all protocols and amendments

·                  Allcorrespondence with FDA

·                  All clinicaldata from studies (to be reviewed by Allos at SKI’s facilities, and provided toAllos subject to all applicable Federal and State regulations including theHIPAA regulations)

·      Flow sheets

·      Scans (reports, copies of films, ifavailable)

·      Copies of all informed consents

·      Electron copies of all patients charts

·                  Annual report(if available)

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**Pre-clinical**

·                  Data onantitumor efficacy, including, the raw data from experiments that have not beenpublished (e.g., tumor measurements from individual animals, etc.)

·                  Any dataregarding [ * ]

·                  Toxicology datafrom any species

·                  Safety data fromany species

·                  Pharmacokinetics,ADME data from any species

·                  Any data (invitro, in vivo, tox, safety, PK, ADME) involving PDX in combination with otheragents, including [ * ], subject to SKI’s obligations to Third Parties asabove).

·                  Any data fromthe above categories comparing PDX with other analogs (methotrexate,edatrexate, etc.)

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**FIRST AMENDMENT TOLICENSE AGREEMENT(SK#7547.A1)**

This **FIRSTAMENDMENT TO LICENSE AGREEMENT** (this “**Amendment**”),dated as of May 9, 2006, is entered into between **SRI****INTERNATIONAL**, aCalifornia not-for-profit corporation (“**SRI**”), **SLOAN-KETTERING INSTITUTE FORCANCER RESEARCH**, a New York not-for-profit corporation (“**SKI**”), **SOUTHERNRESEARCH INSTITUTE**, an Alabama not-for-profit corporation (“**SoRI**” and, together with SRI and SKI, the “**Licensor**”), and **ALLOSTHERAPEUTICS, INC.**, a Delaware corporation (“**Allos**”).

**WITNESSETH**

**WHEREAS**,Licensor and Allos are parties to that certain License Agreement dated as ofDecember 23, 2002 (the “**License Agreement**”),pursuant to which Allos obtained from Licensor an exclusive license to certainpatent rights and know-how relating to a proprietary compound known as PDX;

**WHEREAS**, theparties desire to amend the License Agreement to add certain patentapplications to the list of licensed patent rights thereunder;

**NOW, THEREFORE**,in consideration of the foregoing premises and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows:

**AGREEMENT**

**1.****            **All capitalizedterms used but not defined herein shall have the meanings assigned to them inthe License Agreement.

**2.****            **Exhibit A to theLicense Agreement is hereby amended by adding the following patent applications(the “**Additional Patents**”) to the list ofLicensed Patent Rights thereunder:

[ * ]

**3.****            **As considerationfor the rights granted to Allos herein, Allos shall pay to Licensor a licensefee of [ * ] upon the effective date of this Amendment.

**4.****            **Licensor herebyrepresents and warrants to Allos that: (a) it has taken all necessary corporateaction to authorize the execution and delivery of this Amendment; (b) thisAmendment has been duly executed and delivered on behalf of Licensor, andconstitutes a legal, valid, binding obligation, enforceable against Licensor inaccordance with its terms; and (c) as of the effective date of this Amendment,and without independent inquiry, to Licensor’s knowledge, (i) the claims of theAdditional Patents do not fall within the claims of, or otherwise infringe, anyThird Party patent, patent application or trade secret, (ii) none of theAdditional Patents are invalid or unenforceable, and (iii)

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there are no claims,judgments or settlements against or owed by it relating to the AdditionalPatents.

**5.****            **This Amendmentshall be governed by and construed in accordance with the laws of the State ofNew York, without the application of any principle that leads to theapplication of the laws of any other jurisdiction, and shall not be governed bythe United Nations Convention on Contracts for the International Sale of Goods.

**6.****            **This Amendmentmay be executed in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.

**7.****            **This Amendmentshall be effective upon its execution by each of SRI, SKI, SoRl and Allos.

[REMAINDER OF THISPAGE INTENTIONALLY LEFT BLANK]

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**INWITNESS WHEREOF**, the parties have caused this Amendment to beexecuted by their duly authorized representatives as of the date first setforth above. 
| **SRI INTERNATIONAL**                                                                                                                                                                                                                                                                       | ** **            | **ALLOS THERAPEUTICS,  INC.**    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|----------------------------------|
| ** **                                                                                                                                                                                                                                                                                  | ** **            | ** **                       |
| By:                                                                                                                                                                                                                                                                                         | /s/ Gary Segar        |                             | By: | /s/ Marc Graboyes |   |
|                                                                                                                                                                                                                                                                                        |                  |                             |
| Name:                                                                                                                                                                                                                                                                                       | Gary Segar            |                             | Name: | Marc Graboyes |   |
|                                                                                                                                                                                                                                                                                        |                  |                             |
| Title:                                                                                                                                                                                                                                                                                      | Contracts Manager     |                             | Title: | VP, General Counsel |   |
| ** **                                                                                                                                                                                                                                                                                  | ** **            | ** **                       |
| ** **                                                                                                                                                                                                                                                                                  | ** **            | ** **                       |
| ** **                                                                                                                                                                                                                                                                                  | ** **            | ** **                       |
| **SLOAN-KETTERING  INSTITUTE FOR  CANCER RESEARCH**                                                                                                                                                                                                                                         | ** **            | **SOUTHERN RESEARCH  INSTITUTE** |
| ** **                                                                                                                                                                                                                                                                                  | ** **            | ** **                       |
| By:                                                                                                                                                                                                                                                                                         | /s/ Gustave Bernhardt | ** **                       | By: | /s/ David Mason |   |
|             Gustave  J. Bernhardt 

            Director,              Research  and Resource Marketing | ** **            |                             |
| ** **                                                                                                                                                                                                                                                                                  |                  |
| ** **                                                                                                                                                                                                                                                                                  | Name:                 | David Mason                      |   |
| ** **                                                                                                                                                                                                                                                                                  |                  |
| ** **                                                                                                                                                                                                                                                                                  | Title:                | Director CIP                     |   |
|                                                                                                                                                                                                                                                                                             |                       |                                  |  |  |  |  |  |  |  |  |  |

 

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