Exhibit 4.1


 


THIS WARRANT AND THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR
TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT
OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT REGISTRATION UNDER SAID ACT IS NOT REQUIRED.


 


THIS
WARRANT IS SUBJECT TO THE TERMS AND PROVISIONS OF THE PREFERRED STOCK AND
WARRANT PURCHASE AGREEMENT AMONG NEORX CORPORATION AND THE SIGNATORIES THERETO
DATED AS OF DECEMBER 3, 2003 AND THE INVESTOR RIGHTS AGREEMENT DATED AS OF
DECEMBER 3, 2003 AMONG NEORX CORPORATION AND CERTAIN OF ITS SHAREHOLDERS,
IN EACH CASE AS THE SAME MAY BE AMENDED FROM TIME TO TIME.  THE TERMS OF SUCH AGREEMENTS INCLUDE, AMONG
OTHER THINGS, RESTRICTIONS ON TRANSFERS. 
A COPY OF THE PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT AND
INVESTOR RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY NEORX TO THE
HOLDER UPON WRITTEN REQUEST.


 


Warrant No. «C»


 


COMMON STOCK PURCHASE WARRANT


 


To Purchase «B» Shares of Common Stock of


 


NEORX CORPORATION


 


THIS IS TO CERTIFY THAT «A», or registered assigns (the “Holder”), is
entitled, during the Exercise Period (as hereinafter defined), to purchase from
NeoRx Corporation, a Washington corporation (the “Company”), the Warrant Stock
(as hereinafter defined and subject to adjustment as provided herein), in whole
or in part, at a purchase price of $6.00 per share, all on and subject to the
terms and conditions hereinafter set forth.


 


1.             Definitions.  As used in this Warrant, the following terms
have the respective meanings set forth below:


 

















 


“Affiliate” means any person or entity that, directly or
indirectly through one or more intermediaries, controls or is controlled by or
is under common control with a person or entity, as such terms are used in and
construed under Rule 144 under the Securities Act. With respect to a Holder of
Warrants, any investment fund or managed account that is managed on a discretionary
basis by the same investment manager as such Holder will be deemed to be an
Affiliate of such Holder.


 


“Appraised Value” means, in respect of any share of Common Stock
on any date herein specified, the fair saleable value of such share of Common
Stock (determined without giving effect to the discount for (i) a minority
interest or (ii) any lack of liquidity of the Common Stock or to the fact that
the Company may have no class of equity registered under the Exchange Act) as
of the last day of the most recent fiscal month ending prior to such date
specified, based on the value of the Company on a fully-diluted basis, as
determined by a nationally recognized investment banking firm selected by the
Company’s Board of Directors and having no prior relationship with the Company.


 


“Business Day” means any day except Saturday, Sunday and any day
which shall be a legal holiday or a day on which banking institutions in the
State of Washington generally are authorized or required by law or other
government actions to close.


 


“Change of Control” means the (i) acquisition by an individual
or legal entity or group (as set forth in Section 13(d) of the Exchange
Act) of more than one-half of the voting rights or equity interests in the
Company; or (ii) sale, conveyance, or other disposition of all or substantially
all of the assets, property or business of the Company or the merger into or
consolidation with any other corporation (other than a wholly owned subsidiary
corporation or to effect a reincorporation of the Company) or effectuation of
any transaction or series of related transactions where holders of the
Company’s voting securities prior to such transaction or series of transactions
fail to continue to hold at least 80% of the voting power of the Company.


 


“Closing Date” means December 3, 2003.


 


“Commission” means the Securities and Exchange Commission or any
other federal agency then administering the Securities Act and other federal
securities laws.


 


“Common Stock” means (except where the context otherwise
indicates) the Common Stock, $0.02 par value per share, of the Company as
constituted on the Closing Date, and any capital stock into which such Common
Stock may thereafter be changed or converted, and shall also include (i)
capital stock of the Company of any other class (regardless of how denominated)
issued to the holders of shares of Common Stock upon any reclassification
thereof which is also not preferred as to dividends or assets on liquidation
over any other class of stock of the Company and which is not subject to
redemption and (ii) shares of common stock of any


 

















 


successor or
acquiring corporation received by or distributed to the holders of Common Stock
of the Company in the circumstances contemplated by Section 4.4.


 


“Current Market Price” means, in respect of any share of Common
Stock on any date herein specified,


 


(1)           if
there shall not then be a public market for the Common Stock, the higher of


 


(a) the book value per share of Common Stock at such date, and


 


(b) the Appraised Value per share of Common Stock at such date, or


 


(2)           if
there shall then be a public market for the Common Stock, the higher of (x) the
book value per share of Common Stock at such date, and (y) the average of the
daily market prices for the 5 consecutive trading days immediately before such
date. The daily market price for each such trading day shall be (i) the closing
bid price on such day on the principal stock exchange (including Nasdaq) on
which such Common Stock is then listed or admitted to trading, or quoted, as
applicable, (ii) if no sale takes place on such day on any such exchange, the
last reported closing bid price on such day as officially quoted on any such
exchange (including Nasdaq), (iii) if the Common Stock is not then listed or
admitted to trading on any stock exchange, the last reported closing bid price
on such day in the over-the-counter market, as furnished by the National
Association of Securities Dealers Automatic Quotation System or the National
Quotation Bureau, Inc., (iv) if neither such corporation at the time is engaged
in the business of reporting such prices, as furnished by any similar firm then
engaged in such business, or (v) if there is no such firm, as furnished by any
member of the National Association of Securities Dealers, Inc. (the “NASD”)
selected mutually by the holder of this Warrant and the Company or, if they
cannot agree upon such selection, as selected by two such members of the NASD,
one of which shall be selected by holder of this Warrant and one of which shall
be selected by the Company.


 


“Current Warrant Price” means, in respect of a share of Common
Stock at any date herein specified, the price at which a share of Common Stock
may be purchased pursuant to this Warrant on such date. Until the Current
Warrant Price is adjusted pursuant to the terms herein, the initial Current
Warrant Price shall be $6.00 per share of Common Stock.


 


“Exchange Act” means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.


 

















 


“Exercise Period” means the period during which this Warrant is
exercisable pursuant to Section 2.1.


 


“Expiration Date” means December 3, 2008.


 


“GAAP” means generally accepted accounting principles in the
United States of America as from time to time in effect.


 


“NASD” means the National Association of Securities Dealers,
Inc., or any successor corporation thereto.


 


“Other Property” has the meaning set forth in Section 4.4.


 


“Person” means any individual, sole proprietorship, partnership,
joint venture, trust, incorporated organization, association, corporation,
limited liability company, institution, public benefit corporation, entity or
government (whether federal, state, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, body or
department thereof).


 


“Preferred Stock Purchase Agreement” means that certain
Preferred Stock and Warrant Purchase Agreement dated as of November 25,
2003  among
the Company and the other parties named therein, pursuant to which this Warrant
was originally issued.


 


“Restricted Common Stock” means shares of Common Stock which
are, or which upon their issuance upon the exercise of any Warrant would be required
to be, evidenced by a certificate bearing the restrictive legend set forth in
Section 3.2.


 


“Securities Act” means the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.


 


“Trading Day” means any day on which the primary market on which
shares of Common Stock are listed is open for trading.


 


“Transfer” means any disposition of any Warrant or Warrant Stock
or of any interest in either thereof, which would constitute a sale thereof
within the meaning of the Securities Act.


 


“Warrants” means this Warrant and all warrants issued upon
transfer, division or


 

















 


combination
of, or in substitution for, any thereof. All Warrants shall at all times be
identical as to terms and conditions and date, except as to the number of
shares of Common Stock for which they may be exercised.


 


“Warrant Price” means an amount equal to (i) the number of
shares of Common Stock being purchased upon exercise of this Warrant pursuant
to Section 2.1, multiplied by (ii) the Current Warrant Price.


 


“Warrant Stock” means the shares of Common Stock to be purchased
upon the exercise hereof, subject to adjustment as provided herein.


 


2.             Exercise
of Warrant.


 


2.1.          Manner
of Exercise. From and after the date that is six months after the Closing
Date, and until 5:00 P.M., New York time, on the Expiration Date (the “Exercise
Period”), the Holder may exercise this Warrant, on any Business Day, for all or
any part of the number of shares of Warrant Stock purchasable hereunder.


 


In order to exercise this Warrant, in whole or in part, the Holder
shall deliver to the Company at its principal office or at the office or agency
designated by the Company pursuant to Section 12, (i) a written notice of
Holder’s election to exercise this Warrant, which notice shall specify the
number of shares of Warrant Stock to be purchased, (ii) payment of the Warrant
Price as provided herein, and (iii) this Warrant. Such notice shall be substantially
in the form of the subscription form appearing at the end of this Warrant as Exhibit
A, duly executed by the Holder or its agent or attorney. Upon receipt
thereof, the Company shall, as promptly as practicable, and in any event within
three Business Days thereafter, execute or cause to be executed and deliver or
cause to be delivered to the Holder a certificate or certificates representing
the aggregate number of full shares of Warrant Stock issuable upon such
exercise, together with cash in lieu of any fraction of a share, as hereinafter
provided. The stock certificate or certificates so delivered shall be, to the
extent possible, in such denomination or denominations as the Holder shall
request in the notice and shall be registered in the name of the Holder or such
other name as shall be designated in the notice. This Warrant shall be deemed
to have been exercised and such certificate or certificates shall be deemed to
have been issued, and the Holder or any other Person so designated to be named
therein shall be deemed to have become a Holder of record of such shares for
all purposes, as of the date when the notice, together with the payment of the
Warrant Price and this Warrant, is received by the Company as described above.
If this Warrant shall have been exercised in part, the Company shall, at the
time of delivery of the certificate or certificates representing Warrant Stock,
deliver to the Holder a new Warrant evidencing the rights of the Holder to
purchase the unpurchased shares of Common Stock called for by this Warrant,
which new Warrant shall in all other respects be identical with this Warrant,
or at the request of the Holder, appropriate notation may be made on this
Warrant and the same returned to the Holder.


 

















 


If the Company fails to deliver to the holder such certificate or
certificates pursuant to this Section 2.1 (free of any restrictions on
transfer or legends, if such shares have been registered) in accordance
herewith, prior to the seventh trading day after the receipt by the Company of
(i) a written notice of Holder’s election to exercise this Warrant, which
notice shall specify the number of shares of Warrant Stock to be purchased,
(ii) payment of the Warrant Price as provided herein, and (iii) this Warrant
(the “Date of Receipt”), the Company shall pay to such Holder, in cash, on a
per diem basis, an amount equal to 2% of the value of the undelivered Warrant
Stock (based on the Current Market Price of the Common Stock on the Date of
Receipt) per month until such delivery takes place.


 


Payment of the Warrant Price may be made at the option of the Holder
by: (i) certified or official bank check payable to the order of the Company,
(ii) wire transfer to the account of the Company or (iii) the surrender and
cancellation of a portion of shares of Common Stock then held by the Holder or
issuable upon such exercise of this Warrant, which shall be valued and credited
toward the total Warrant Price due the Company for the exercise of the Warrant
based upon the Current Market Price of the Common Stock. All shares of Common
Stock issuable upon the exercise of this Warrant pursuant to the terms hereof
shall be validly issued and, upon payment of the Warrant Price, shall be fully
paid and nonassessable and not subject to any preemptive rights.


 


2.2.          Fractional
Shares. The Company shall not be required to issue a fractional share of
Common Stock upon exercise of any Warrant. As to any fraction of a share which
the Holder of one or more Warrants, the rights under which are exercised in the
same transaction, would otherwise be entitled to purchase upon such exercise,
the Company shall pay an amount in cash equal to the Current Market Price per
share of Common Stock on the date of exercise multiplied by such fraction.


 


2.3.          Continued
Validity. A Holder of shares of Common Stock issued upon the exercise of
this Warrant, in whole or in part (other than a Holder who acquires such shares
after the same have been publicly sold pursuant to a Registration Statement
under the Securities Act or sold pursuant to Rule 144 thereunder), shall
continue to be entitled with respect to such shares to all rights to which it
would have been entitled as the Holder under Sections 10 and 13 of this
Warrant.


 


2.4.          Restrictions
on Exercise Amount.


 


(i)            Unless
a Holder delivers to the Company irrevocable written notice prior to the date
of issuance hereof or sixty-one days prior to the effective date of such notice
that this Section 2.4(i) shall not apply to such Holder, the Holder may
not acquire a number of shares of Warrant Stock to the extent that, upon such
exercise, the number of shares of Common Stock then beneficially owned by such
holder and its Affiliates and any other persons or entities whose beneficial
ownership of Common Stock would be aggregated with the Holder’s for purposes of


 

















 


Section 13(d)
of the Exchange Act (including shares held by any “group” of which the holder
is a member, but excluding shares beneficially owned by virtue of the ownership
of securities or rights to acquire securities that have limitations on the
right to convert, exercise or purchase similar to the limitation set forth
herein) exceeds 4.99% of the total number of shares of Common Stock of the
Company then issued and outstanding; provided that such threshold shall be
9.95% if on the date of issuance of this Warrant the number of shares of Common
Stock beneficially owned by such holder and its Affiliates and any other
persons or entities whose beneficial ownership of Common Stock would be
aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act (including shares held by any “group” of which the holder is a member, but
excluding shares beneficially owned by virtue of the ownership of securities or
rights to acquire securities that have limitations on the right to convert,
exercise or purchase similar to the limitation set forth herein) already
exceeds 4.99% of the total number of shares of Common Stock of the Company
issued and outstanding on the date hereof. 
For purposes hereof, “group” has the meaning set forth in Section 13(d)
of the Exchange Act and applicable regulations of the Securities and Exchange
Commission, and the percentage held by the holder shall be determined in a
manner consistent with the provisions of Section 13(d) of the Exchange
Act. Each delivery of a notice of exercise by a Holder will constitute a
representation by such Holder that it has evaluated the limitation set forth in
this paragraph and determined, based on the most recent public filings by the
Company with the Commission, that the issuance of the full number of shares of
Warrant Stock requested in such notice of exercise is permitted under this
paragraph. This provision shall not restrict the number of shares of Common
Stock which a Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such Holder may receive in the
event of a merger or other business combination or reclassification involving
the Company as contemplated in Section 4.4 of this Warrant.


 


(ii)           In
the event the Company is prohibited from issuing shares of Warrant Stock as a
result of any restrictions or prohibitions under applicable law or the rules or
regulations of any stock exchange, interdealer quotation system or other
self-regulatory organization, the Company shall as soon as possible seek the
approval of its shareholders and take such other action to authorize the
issuance of the full number of shares of Common Stock issuable upon exercise of
this Warrant.


 


3.             Transfer,
Division and Combination.


 


3.1.          Transfer.
The Warrants and the Warrant Stock shall be freely transferable, subject to
compliance with all applicable laws, including, but not limited to the
Securities Act.  If, at the time of the
surrender of this Warrant in connection with any transfer of this Warrant or
the resale of the Warrant Stock, this Warrant or the Warrant Stock, as
applicable, shall not be registered under the Securities Act, the Company may
require, as a condition of allowing such transfer (i) that the Holder or
transferee of this Warrant or the Warrant Stock as the case may be, furnish to
the Company a written opinion of counsel that is reasonably acceptable to the
Company to the effect that such transfer may be made without registration under
the Securities Act, (ii) that the


 

















 


Holder or transferee
execute and deliver to the Company an investment letter in form and substance
acceptable to the Company and substantially in the form attached as Exhibit
C hereto and (iii) that the transferee be an “accredited investor” as
defined in Rule 501(a) promulgated under the Securities Act. Transfer of this
Warrant and all rights hereunder, in whole or in part, in accordance with the
foregoing provisions, shall be registered on the books of the Company to be
maintained for such purpose, upon surrender of this Warrant at the principal
office of the Company referred to in Section 2.1 or the office or agency
designated by the Company pursuant to Section 12, together with a written
assignment of this Warrant substantially in the form of Exhibit B hereto
duly executed by the Holder or its agent or attorney and funds sufficient to
pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall execute and deliver
a new Warrant or Warrants in the name of the assignee or assignees and in the
denomination specified in such instrument of assignment, and shall issue to the
assignor a new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. Following a transfer that
complies with the requirements of this Section 3.1, the Warrant may be
exercised by a new Holder for the purchase of shares of Common Stock regardless
of whether the Company issued or registered a new Warrant on the books of the
Company.


 


3.2.          Restrictive
Legends. Each certificate for Warrant Stock initially issued upon the
exercise of this Warrant, and each certificate for Warrant Stock issued to any
subsequent transferee of any such certificate, shall be stamped or otherwise
imprinted with legends in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, AND MAY NOT BE
OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION
UNDER SAID ACT IS NOT REQUIRED.”


 


“THE SALE, TRANSFER OR ASSIGNMENT OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN PREFERRED
STOCK AND WARRANT PURCHASE AGREEMENT DATED AS OF DECEMBER 3, 2003, AMONG
THE COMPANY AND SIGNATORIES THERETO AND A CERTAIN INVESTOR RIGHTS AGREEMENT
DATED AS OF DECEMBER 3, 2003, AS AMENDED FROM TIME TO TIME, AMONG THE
COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH
AGREEMENTS MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE
HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY.”


 


3.3.          Division
and Combination; Expenses; Books. Subject to compliance with applicable
securities laws, this Warrant may be divided or combined with other Warrants
upon


 

















 


presentation
hereof at the aforesaid office or agency of the Company, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued, signed by the Holder or its agent or attorney. Subject to
compliance with Section 3.1 as to any transfer which may be involved in
such division or combination, the Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice. The Company shall prepare, issue and
deliver at its own expense the new Warrant or Warrants under this
Section 3. The Company agrees to maintain, at its aforesaid office or
agency, books for the registration and the registration of transfer of the
Warrants.


 


4.             Adjustments.
The number of shares of Common Stock for which this Warrant is exercisable, and
the price at which such shares may be purchased upon exercise of this Warrant,
shall be subject to adjustment from time to time as set forth in this
Section 4. The Company shall give the Holder notice of any event described
below which requires an adjustment pursuant to this Section 4 in
accordance with Sections 5.1 and 5.2.


 


4.1.          Stock
Dividends, Subdivisions and Combinations. If at any time while this Warrant
is outstanding the Company shall:


 


(i)            declare
a dividend or make a distribution on its outstanding shares of Common Stock in
shares of Common Stock,


 


(ii)           subdivide
its outstanding shares of Common Stock into a larger number of shares of Common
Stock, or


 


(iii)          combine
its outstanding shares of Common Stock into a smaller number of shares of Common
Stock, then:


 


(1)           the
number of shares of Common Stock acquirable upon exercise of this Warrant
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number
of shares of Common Stock that would have been acquirable under this Warrant
immediately prior to the record date for such dividend or distribution or the
effective date of such subdivision or combination would own or be entitled to
receive after such record date or the effective date of such subdivision or
combination, as applicable, and


 


(2)           the
Current Warrant Price shall be adjusted to equal:


 


(A)          the Current Warrant Price in effect at the
time of the record date for such dividend or distribution or of the effective
date of such subdivision or combination,


 

















 


multiplied by the number of shares of Common Stock into which this
Warrant is exercisable immediately prior to the adjustment, divided by


 


(B)           the number of shares of Common Stock into
which this Warrant is exercisable immediately after such adjustment.


 


Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of
shareholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clauses (ii) or (iii) of this paragraph shall become
effective immediately after the effective date of such subdivision or
combination.


 


4.2.          Certain
Other Distributions. If at any time while this Warrant is outstanding the
Company shall cause the holders of its Common Stock to be entitled to receive
any dividend or other distribution of:


 


(i)            cash,


 


(ii)           any
evidences of its indebtedness, any shares of stock of any class or any other
securities or property or assets of any nature whatsoever (other than cash or
additional shares of Common Stock as provided in Section 4.1 hereof), or


 


(iii)          any
warrants or other rights to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property or assets of any nature whatsoever, then:


 


(1)           the number of shares of Common Stock
acquirable upon exercise of this Warrant shall be adjusted to equal the product
of the number of shares of Common Stock acquirable upon exercise of this
Warrant immediately prior to the record date for such dividend or distribution,
multiplied by a fraction (x) the numerator of which shall be the Current
Warrant Price per share of Common Stock at the date of taking such record and
(y) the denominator of which shall be such Current Warrant Price minus the
amount allocable to one share of Common Stock of any such cash so distributable
and of the fair value (as determined in good faith by the Board of Directors of
the Company) of any and all such evidences of indebtedness, shares of stock,
other securities or property or warrants or other subscription or purchase
rights so distributable; and


 


(2)           the Current Warrant Price in effect
immediately prior to the record date fixed for determination of shareholders
entitled to receive such distribution shall be adjusted to equal (x) the
Current Warrant Price multiplied by the number of shares of Common Stock
acquirable upon exercise of this Warrant immediately prior to the


 

















 


adjustment, divided by (y) the number of shares of Common Stock
acquirable upon exercise of this Warrant immediately after such adjustment. A
reclassification of the Common Stock (other than a change in par value, or from
par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a
distribution by the Company to the holders of its Common Stock of such shares
of such other class of stock within the meaning of this Section 4.2 and,
if the outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such reclassification,
such change shall be deemed a subdivision or combination, as the case may be,
of the outstanding shares of Common Stock within the meaning of
Section 4.1.


 


4.3.          Other
Provisions Applicable to Adjustments. The following provisions shall be
applicable to the making of adjustments of the number of shares of Common Stock
into which this Warrant is exercisable and the Current Warrant Price provided
for in Section 4:


 


(a)           When
Adjustments to Be Made. The adjustments required by Section 4 shall be
made whenever and as often as any specified event requiring an adjustment shall
occur, except that any that would otherwise be required may be postponed
(except in the case of a subdivision or combination of shares of the Common
Stock, as provided for in Section 4.1) up to, but not beyond the date of
exercise if such adjustment either by itself or with other adjustments not
previously made adds or subtracts less than 1% of the shares of Common Stock
into which this Warrant is exercisable immediately prior to the making of such
adjustment. Any adjustment representing a change of less than such minimum
amount (except as aforesaid) which is postponed shall be carried forward and
made as soon as such adjustment, together with other adjustments required by
this Section 4 and not previously made, would result in a minimum
adjustment or on the date of exercise. For the purpose of any adjustment, any specified
event shall be deemed to have occurred at the close of business on the date of
its occurrence.


 


(b)           Fractional
Interests. In computing adjustments under this Section 4, fractional
interests in Common Stock shall be taken into account to the nearest 1/100th of
a share.


 


(c)           When
Adjustment Not Required. If the Company undertakes a transaction
contemplated under this Section 4 and as a result takes a record of the
holders of its Common Stock for the purpose of entitling them to receive a
dividend or distribution or subscription or purchase rights or other benefits
contemplated under this Section 4 and shall, thereafter and before the
distribution to shareholders thereof, legally abandon its plan to pay or
deliver such dividend, distribution, subscription or purchase rights or other
benefits contemplated under this Section 4, then thereafter no adjustment
shall be required by reason of the taking of such record and any such
adjustment previously made in respect thereof shall be rescinded and annulled.


 


(d)           Escrow
of Stock. If after any property becomes distributable pursuant to
Section 4 by reason of the taking of any record of the holders of Common
Stock, but prior to the


 

















 


occurrence of
the event for which such record is taken, a holder of this Warrant exercises
the Warrant during such time, then such holder shall continue to be entitled to
receive any shares of Common Stock issuable upon exercise hereunder by reason
of such adjustment and such shares or other property shall be held in escrow
for the holder of this Warrant by the Company to be issued to holder of this
Warrant upon and to the extent that the event actually takes place.
Notwithstanding any other provision to the contrary herein, if the event for
which such record was taken fails to occur or is rescinded, then such escrowed
shares shall be canceled by the Company and escrowed property returned to the
Company.


 


4.4.          Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets.


 


(a)           If
pursuant to the terms of a Change of Control, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of
the successor or acquiring corporation (“Other Property”), are to be received
by or distributed to the holders of Common Stock of the Company, then the
Holder of this Warrant shall have the right thereafter to receive, upon the
exercise of the Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and the Other Property receivable upon or as a result of such Change of Control
by a holder of the number of shares of Common Stock into which this Warrant is
exercisable immediately prior to such event (without regard to the limitations
in Section 2.4).


 


(b)           In
case of any such Change of Control described above the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition of
contained in this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for adjustments of shares of the Common Stock
into which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in Section 4. For purposes of
Section 4, common stock of the successor or acquiring corporation shall
include stock of such corporation of any class which is not preferred as to
dividends or assets on liquidation over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 4 shall similarly apply to successive
Change of Control transactions.


 


4.5.          Other
Action Affecting Common Stock. In case at any time or from time to time the
Company shall take any action in respect of its Common Stock, other than the
payment of dividends permitted by Section 4 or any other action described
in Section 4, then, if such action


 

















 


will have a
materially adverse effect upon the rights of the holder of this Warrant, the
number of shares of Common Stock or other stock into which this Warrant is
exercisable and/or the purchase price thereof shall be adjusted in such manner
as may be equitable in the circumstances; provided, that the mere authorization
or issuance of additional shares of capital stock of the Company (other than
pursuant to a stock dividend) shall not be considered any action in respect of
its Common Stock.


 


4.6.          Certain
Limitations. Notwithstanding anything herein to the contrary, the Company
agrees not to enter into any transaction which, by reason of any adjustment
hereunder, would cause the Current Warrant Price to be less than the par value
per share of Common Stock.


 


4.7.          Stock
Transfer Taxes. The issue of stock certificates upon exercise of this
Warrant shall be made without charge to the holder for any tax in respect of
such issue. The Company shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the issue and delivery of
shares in any name other than that of the holder of this Warrant, and the
Company shall not be required to issue or deliver any such stock certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.


 


5.             Notices
to Warrant Holders.


 


5.1.          Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment
of the Current Warrant Price, the Company, at its expense, shall promptly
compute such adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to the Holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written
request at any time of the Holder of this Warrant, furnish or cause to be
furnished to such Holder a like certificate setting forth (i) such adjustments
and readjustments, (ii) the Current Warrant Price at the time in effect and
(iii) the number of shares of Common Stock and the amount, if any, or other
property which at the time would be received upon the exercise of Warrants
owned by such Holder.


 


5.2.          Notice
of Corporate Action. If at any time:


 


(a)           the
Company shall take a record of the holders of its Common Stock for the purpose
of entitling them to receive a dividend (other than a cash dividend payable out
of earnings or earned surplus legally available for the payment of dividends
under the laws of the jurisdiction of incorporation of the Company) or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or


 

















 


(b)           there
shall be any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any consolidation or
merger of the Company with, or any sale, transfer or other disposition of all
or substantially all the property, assets or business of the Company to,
another corporation, or


 


(c)           there
shall be a voluntary or involuntary dissolution, liquidation or winding up of
the Company;


 


then, in any one or more of such cases, the Company shall give to the
Holder (i) at least 20 days’ prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 20 days’ prior
written notice of the date when the same shall take place. Such notice in
accordance with the foregoing clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution
or right, the date on which the holders of Common Stock shall be entitled to
any such dividend, distribution or right, and the amount and character thereof,
and (ii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up. Each such written notice
shall be sufficiently given if addressed to the Holder at the last address of
the Holder appearing on the books of the Company and delivered in accordance
with Section 16.2.  Failure to give
any such notice or any defect therein shall not affect the validity of the
proceedings, actions or events described in subsections (a)-(c) above.


 


5.3.          No
Rights as Shareholder. This Warrant does not entitle the Holder to any
voting or other rights as a shareholders of the Company prior to exercise and
payment for the Warrant Price in accordance with the terms hereof.


 


6.             No
Impairment. The Company shall not by any action, including, without
limitation, amending its articles of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of
all such actions as may be necessary or appropriate to protect the rights of
the Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares
of Common Stock upon the exercise of this Warrant,


 

















 


and (c) use
its best efforts to obtain all such authorizations, exemptions or consents from
any public regulatory body having jurisdiction thereof as may be necessary to
enable the Company to perform its obligations under this Warrant. Upon the
request of the Holder, the Company will at any time during the period this
Warrant is outstanding acknowledge in writing, in form satisfactory to the
Holder, the continuing validity of this Warrant and the obligations of the
Company hereunder.


 


7.             Reservation
and Authorization of Common Stock; Registration With Approval of Any
Governmental Authority. From and after the Closing Date, the Company shall
at all times reserve and keep available for issue upon the exercise of Warrants
such number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants (without regard
to any ownership limitations provided in Section 2.4(i)). All shares of
Common Stock which shall be so issuable, when issued upon exercise of any
Warrant and payment therefor in accordance with the terms of such Warrant,
shall be duly and validly issued and fully paid and nonassessable, and not
subject to preemptive rights. Before taking any action which would cause an
adjustment reducing the Current Warrant Price below the then par value, if any,
of the shares of Common Stock issuable upon exercise of the Warrants, the
Company shall take any corporate action which may be necessary in order that
the Company may validly and legally issue fully paid and non-assessable shares
of such Common Stock at such adjusted Current Warrant Price. Before taking any action
which would result in an adjustment in the number of shares of Common Stock for
which this Warrant is exercisable or in the Current Warrant Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof. If any shares of Common Stock required to be reserved for
issuance upon exercise of Warrants require registration or qualification with
any governmental authority under any federal or state law before such shares
may be so issued (other than as a result of a prior or contemplated
distribution by the Holder of this Warrant), the Company will in good faith and
as expeditiously as possible and at its expense endeavor to cause such shares
to be duly registered.


 


8.             Taking
of Record; Stock and Warrant Transfer Books. In the case of all dividends
or other distributions by the Company to the holders of its Common Stock with
respect to which any provision of Section 4 refers to the taking of a
record of such holders, the Company will in each such case take such a record
and will take such record as of the close of business on a Business Day. The
Company will not at any time, except upon dissolution, liquidation or winding
up of the Company, close its stock transfer books or Warrant transfer books so
as to result in preventing or delaying the exercise or transfer of any Warrant.


 


9.             Registration
Rights. The resale of the Warrant Stock shall be registered in accordance
with the terms and conditions contained in that certain Investor Rights
Agreement dated of even date hereof, among the Holder, the Company and the
other parties named therein (the “Investor Rights Agreement”). The Holder
acknowledges that pursuant to the Investor Rights Agreement, the Company has
the right to request that the Holder furnish information regarding such Holder
and the distribution of the Warrant Stock as is required by law or the


 

















 


Commission to
be disclosed in the Registration Statement (as such term is defined in the
Investor Rights Agreement), and the Company may exclude from such registration
the shares of Warrant Stock acquirable hereunder if Holder fails to furnish
such information within a reasonable time prior to the filing of each
Registration Statement, supplemented prospectus included therein and/or amended
Registration Statement.


 


10.           Supplying
Information. Upon any default by the Company of its obligations hereunder
or under the Investor Rights Agreement, the Company shall cooperate with the
Holder in supplying such information as may be reasonably necessary for such
Holder to complete and file any information reporting forms presently or
hereafter required by the Commission as a condition to the availability of an
exemption from the Securities Act for the sale of any Warrant or Restricted
Common Stock.


 


11.           Loss
or Mutilation. Upon receipt by the Company from the Holder of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and indemnity or security reasonably
satisfactory to it and reimbursement to the Company of all reasonable expenses
incidental thereto and in case of mutilation upon surrender and cancellation
hereof, the Company will execute and deliver in lieu hereof a new Warrant of
like tenor to the Holder; provided, however, that in the case of mutilation, no
indemnity shall be required if this Warrant in identifiable form is surrendered
to the Company for cancellation.


 


12.           Office
of the Company. As long as any of the Warrants remain outstanding, the
Company shall maintain an office or agency (which may be the principal
executive offices of the Company) where the Warrants may be presented for
exercise, registration of transfer, division or combination as provided in this
Warrant.


 


13.           Financial
and Business Information.


 


13.1.        Quarterly
Information. The Company will deliver to the Holder, as soon as available
and in any event within 45 days after the end of each of the first three
quarters of each fiscal year of the Company, one copy of an unaudited
consolidated balance sheet of the Company and its subsidiaries as at the end of
such quarter, and the related unaudited consolidated statements of income,
retained earnings and cash flow of the Company and its subsidiaries for such quarter
and, in the case of the second and third quarters, for the portion of the
fiscal year ending with such quarter, setting forth in each case in comparative
form the figures for the corresponding periods in the previous fiscal year.
Such financial statements shall be prepared by the Company in accordance with
GAAP and accompanied by the certification of the Company’s chief executive
officer or chief financial officer that such financial statements present
fairly the consolidated financial position, results of operations and cash flow
of the Company and its subsidiaries as at the end of such quarter and for such
year-to-date period, as the case may be; provided, however, that the Company
shall have no obligation to deliver such quarterly information under this
Section 13.1 to the extent it is publicly available; and provided further,


 

















 


that if such
information contains material non-public information, the Company shall so
notify the Holder prior to delivery thereof and the Holder shall have the right
to refuse delivery of such information.


 


13.2.        Annual
Information. The Company will deliver to the Holder as soon as available
and in any event within 90 days after the end of each fiscal year of the
Company, one copy of an audited consolidated balance sheet of the Company and
its subsidiaries as at the end of such year, and audited consolidated
statements of income, retained earnings and cash flow of the Company and its
subsidiaries for such year; setting forth in each case in comparative form the
figures for the corresponding periods in the previous fiscal year; all prepared
in accordance with GAAP, and which audited financial statements shall be
accompanied by an opinion thereon of the independent certified public
accountants regularly retained by the Company, or any other firm of independent
certified public accountants of recognized national standing selected by the
Company; provided, however, that the Company shall have no obligation to
deliver such annual information under this Section 13.2 to the extent it
is publicly available; and provided further, that if such information contains
material non-public information, the Company shall so notify the Holder prior
to delivery thereof and the Holder shall have the right to refuse delivery of
such information.


 


13.3.        Filings.
The Company will file on or before the required date all regular or periodic
reports (pursuant to the Exchange Act) with the Commission and will deliver to
Holder promptly upon their becoming available one copy of each report, notice
or proxy statement sent by the Company to its shareholders generally.


 


14.           Limitation
of Liability. No provision hereof, in the absence of affirmative action by
the Holder to purchase shares of Common Stock, and no enumeration herein of the
rights or privileges of the Holder hereof, shall give rise to any liability of
the Holder for the purchase price of any Common Stock, whether such liability
is asserted by the Company or by creditors of the Company.


 


15.           Redemption
at Company’s Election.


 


15.1.        The
Company may at the option of the Board of Directors of the Company redeem this
Warrant, in whole or in part, at any time after the first anniversary of the
Closing Date provided that (i) the Common Stock shall then be listed or
admitted to trading, or quoted, as applicable on the New York Stock Exchange,
the American Stock Exchange, the Nasdaq National Market or the Nasdaq Small Cap
Market, (ii) the volume weighted average price (VWAP) of the Common Stock on
the principal stock exchange (including Nasdaq) on which such Common Stock is
then listed or admitted to trading, or quoted, as applicable, for each trading
day over a period of twenty (20) consecutive trading days is equal to or
greater than $8.50 per share (subject to adjustment for stock splits, reverse
splits, stock dividends and the like) at any time prior to the date of the
Redemption Notice (as defined below) and (iii) as of the date of


 

















 


the Redemption
Notice and continuing through the Redemption Date (as defined below) (x) all of
the Warrant Stock underlying the Warrants to be redeemed is registered under an
effective registration statement in accordance with the terms and conditions of
the Registration Rights Agreement and the Company is in compliance in all
material respects with the Registration Rights Agreement or (y) may be sold
without restriction pursuant to Rule 144(k) promulgated by the Commission under
the Securities Act. The amount payable in redemption of the rights to purchase
the Warrant Stock pursuant to this Section 15.1 shall be cash equal to
$0.02 multiplied by the number of Warrants being redeemed.


 


15.2.        The
Company shall effect a redemption as follows:


 


(i)            The
number of warrants subject to redemption (including the Warrants) shall be
allocated pro rata among the holders of all of the warrants to purchase Common
Stock issued by the Company pursuant to the Preferred Stock Purchase Agreement
(collectively, the “Redemption Warrants”), based upon the number of Redemption
Warrants then outstanding that are held by each such holder.


 


(ii)           The
Company shall pay the Redemption Price in cash for the Redemption Warrants to
be redeemed.


 


(iii)          At
least fifteen (15) but no more than sixty (60) days prior to the date fixed for
any redemption of any Redemption Warrants (the “Redemption Date”), written notice
shall be given to each holder of record of Redemption Warrants to be redeemed,
notifying such holder of the redemption to be effected, specifying the
Redemption Date, the Redemption Price, the place at which payment may be
obtained and calling upon such holder to surrender to the Company, in the
manner and at the place designated, its certificate or certificates
representing the Redemption Warrants to be redeemed (the “Redemption Notice”).
On or after the Redemption Date, each holder of Redemption Warrants to be
redeemed shall surrender to the Company the certificate or certificates
representing such warrants, in the manner and at the place designated in the
Redemption Notice, and thereupon the Redemption Price therefor shall be paid to
the person whose name appears on such certificate or certificates as the owner
thereof, and upon such payment, each surrendered certificate shall be canceled.
In the event less than all the warrants represented by any such certificate are
redeemed, a new certificate shall be issued representing the unredeemed
warrants.


 


(iv)          On
the Redemption Date, all rights with respect to the Warrants so redeemed,
including the rights, if any, to receive notices and information, will
terminate, except for the rights of the holders thereof, upon surrender of
their certificate or certificates therefor, to receive the Redemption
Price.  All certificates evidencing
Warrants which are required to be surrendered for redemption in accordance with
the provisions hereof shall, from and after the Redemption Date, be deemed to
have been retired and cancelled, notwithstanding the failure of the holder or
holders thereof to surrender such certificates on or prior to such date.  Nothing in


 

















 


this
Section 15 shall prevent the exercise of the Warrants at any time prior to
the Redemption Date.


 


16.           Miscellaneous.


 


16.1.        Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any
right hereunder on the part of the Holder shall operate as a waiver of such
right or otherwise prejudice Holder’s rights, powers or remedies. If the
Company fails to make, when due, any payments provided for hereunder, or fails
to comply with any other provision of this Warrant, the Company shall pay to
the Holder such amounts as shall be sufficient to cover any third party costs
and expenses including, but not limited to, reasonable attorneys’ fees,
including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers
or remedies hereunder.


 


16.2.        Notice
Generally. All notices, requests, demands or other communications provided
for herein shall be in writing and shall be given in the manner and to the
addresses set forth in the Preferred Stock Purchase Agreement.


 


16.3.        Successors
and Assigns. Subject to compliance with the provisions of Section 3.1,
this Warrant and the rights evidenced hereby shall inure to the benefit of and
be binding upon the successors of the Company and the successors and assigns of
the Holder. The provisions of this Warrant are intended to be for the benefit
of all Holders from time to time of this Warrant, and shall be enforceable by
any such Holder.


 


16.4.        Amendment.
This Warrant may be modified or amended or the provisions of this Warrant
waived with the written consent of both the Company and the Holder.


 


16.5.        Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be modified to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Warrant.


 


16.6.        Headings.
The headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.


 


16.7.        Governing
Law. This Warrant and the transactions contemplated hereby shall be deemed
to be consummated in the State of New York and shall be governed by and
interpreted in accordance with the local laws of the State of New York without
regard to the provisions thereof relating to conflicts of laws. The Company
hereby irrevocably consents to the exclusive


 

















 


jurisdiction
of the State and Federal courts located in New York City, New York in
connection with any action or proceeding arising out of or relating to this
Warrant. In any such litigation the Company agrees that the service thereof may
be made by certified or registered mail directed to the Company pursuant to
Section 16.2.


 


[Signature Page Follows]


 

















 


IN WITNESS WHEREOF, NeoRx Corporation has caused this Warrant to be
executed by its duly authorized officer and attested by its Secretary.


 


Dated: December 3, 2003


 


 


	
   

  	
  NEORX
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack L.
  Bowman

  	
   

  
	
   

  	
  Name: Jack
  L. Bowman

  
	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Anna L.
  Wight

  	
   

  	
   

  
	
  Name: Anna L. Wight

  	
   

  
	
  Title: Secretary

  	
   

  
						



 

















 


EXHIBIT A


 


SUBSCRIPTION FORM


 


[To be executed only upon exercise of
Warrant]


 


1.             The
undersigned hereby elects to
purchase              shares
of the Common Stock of NeoRx Corporation pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in
full.


 


2.             The
undersigned hereby elects to convert the attached Warrant into Common Stock of
NeoRx Corporation through “cashless exercise” in the manner specified in the
Warrant.  This conversion is exercised
with respect to                                   
of the Shares covered by the Warrant.


 


3.             Please
issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name as is specified below:


 


 


	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  



 


[and, if such shares of Common Stock shall not include all of the
shares of Common Stock issuable as provided in this Warrant, that a new Warrant
of like tenor and date for the balance of the shares of Common Stock issuable
hereunder be delivered to the undersigned.]


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name of
  Registered Owner)

  



 

















 


	
   

  	
   

  	
   

  
	
   

  	
  (Signature
  of Registered Owner)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Street
  Address)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (State) (Zip
  Code)

  



 


NOTICE: The signature on this subscription must correspond with the
name as written upon the face of the Warrant in every particular, without
alteration or enlargement or any change whatsoever.


 

















 


EXHIBIT B


 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED the undersigned registered owner of this Warrant for
the purchase of shares of common stock of NeoRx Corporation hereby sells,
assigns and transfers unto the Assignee named below all of the rights of the
undersigned under this Warrant, with respect to the number of shares of common
stock set forth below:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Name and
  Address of Assignee)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Number of
  Shares of Common Stock)

  



 


and does hereby irrevocably constitute and appoint
                   
attorney-in-fact to register such transfer on the books of the Company,
maintained for the purpose, with full power of substitution in the premises.


 


	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Print Name
  and Title)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  



 


NOTICE: The signature on this assignment must correspond with the name
as written upon the face of the Warrant in every particular, without alteration
or enlargement or any change whatsoever.


 

















 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


In connection with the acquisition of [warrants (the “Warrants”) to
purchase            
shares of common stock of NeoRx Corporation (the “Company”), par value $0.02
per share (the “Common
Stock”)][        shares of common stock
of NeoRx Corporation (the “Company”), par value $0.02 per share (the “Common
Stock”) upon the exercise of warrants by
               ],
by
                        
(the “Holder”) from                        ,
the Holder hereby represents and warrants to the Company as follows:


 


The Holder (i) is an “Accredited Investor” as that term is defined in
Rule 501 of Regulation D promulgated under the Securities Act of 1933, as
amended (the “Act”); and (ii) has the ability to bear the economic risks of
such Holder’s prospective investment, including a complete loss of Holder’s
investment in the Warrants and the shares of Common Stock issuable upon the
exercise thereof (collectively, the “Securities”).


 


The Holder, by acceptance of the Warrants, represents and warrants to
the Company that the Warrants and all securities acquired upon any and all
exercises of the Warrants are purchased for the Holder’s own account, and not
with view to distribution of either the Warrants or any securities purchasable
upon exercise thereof in violation of applicable securities laws.


 


The Holder acknowledges that (i) the Securities have not been
registered under the Act, (ii) the Securities are “restricted securities” and
the certificate(s) representing the Securities shall bear the following legend,
or a similar legend to the same effect, until (i) in the case of the shares of
Common Stock underlying the Warrants, such shares shall have been registered
for resale by the Holder under the Act and effectively been disposed of in
accordance with a registration statement that has been declared effective; or
(ii) in the opinion of counsel for the Company such Securities may be sold
without registration under the Act:


 


“[NEITHER] THE SECURITIES REPRESENTED BY THIS CERTIFICATE [NOR THE
SECURITIES INTO WHICH THEY ARE EXERCISABLE] HAVE [NOT] BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ALL SUCH SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE.
[NEITHER] THE SECURITIES REPRESENTED HEREBY [NOR THE SECURITIES INTO WHICH THEY
ARE EXERCISABLE] MAY [NOT] BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN
OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE
EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED
WITHOUT REGISTRATION UNDER THE ACT.”


 

















 


IN WITNESS WHEREOF, the Holder has caused this Investment
Representation Letter to be executed in its corporate name by its duly
authorized officer this      day of
                      200  .


 


 


	
   

  	
  [Name]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Title: