Exhibit 10.36


 


[On
Texas State Bank letterhead]


 


October 14,
2005


 


NeoRx Manufacturing Group, Inc.


NeoRx Corporation


300 Elliott Avenue West, Suite 500


Seattle, Washington 98119-4114


Attn:  Gerald McMahon, Chairman and CEO


 


Re:                             Agreements Concerning Secured
Indebtedness


 


Dear Mr. McMahon:


 


Reference is hereby made to (1) that
certain promissory note dated as of April 17, 2001 made by NeoRx
Corporation, a Washington corporation (“NeoRx”) and NEORX Manufacturing Group, Inc.
(formerly NRX Acquisition Corporation), a Washington corporation (“NRX”),
payable to Texas State Bank (“Bank”) in the principal amount of $6,000,000 (“Note”),
(2) that certain security agreement dated as of April 17, 2001
between NRX, as debtor, and Bank, as secured party (“Security Agreement”), and (3) that
certain deed of trust, with security agreement, assignment of rents and leases
and financing statement dated as of April 17, 2001 made by NRX, as
grantor, for the benefit of Bank, as beneficiary (“Deed of Trust”).  Capitalized terms not defined herein shall
have the meanings assigned to them in the Deed of Trust.  The Note, the Security Agreement and the Deed
of Trust are collectively referred to herein as the “Loan Documents.”


 


NRX and NeoRx (collectively,
“Borrowers”) have notified Bank that they intend to sell the Mortgaged
Property, and to apply the proceeds from such sale to the last maturing
installments of principal owing on the Note. 
Bank has requested the following additional assurances (“Additional
Assurances”) from Borrowers in connection with the sale of the Mortgaged
Property:


 


(i)                                     Borrowers
deposit $1,000,000 in an interest bearing account with Bank (such deposit and
all interest and earnings thereon, the “Cash Collateral”) on before October 19,
2005, as additional collateral securing the payment of the Note;


 


(ii)                                  if Borrowers
are unable to obtain at least $15,000,000 in new financing on or before January 31,
2006, then Bank may apply the Cash Collateral to payment of the last maturing
installments owing on the Note; and


 


(iii)                               if Borrowers
obtain $15,000,000 or more in new financing on or before January 31, 2006,
Borrowers agree to make a principal payment on the Note by January 31,
2006 (“Loan Equalization Payment”) that reduces the unpaid principal owing on
the Note to an amount equal to the lowest of: 
$2,640,000; or 80% of the fair market value of the Mortgaged Property as
reflected in the most recent appraisal of the 


 


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Mortgaged Property prepared
by a qualified appraiser; or 80% the sales price in the most recent listing
agreement on the Mortgaged Property; with the payment applied to the last
maturing installments of principal owing on the Note.


 


In exchange for the
Additional Assurances, Bank agrees (the “Bank Agreements”):


 


(1)                                  Borrower’s
cessation of operations at the Mortgaged Premises will not be declared an Event
of Default under the Loan Documents so long as Borrowers continue to maintain
insurance on the Mortgaged Premises, pay the taxes on the Mortgaged Premises prior
to delinquency, comply with Borrowers’ maintenance, repair and restoration
obligations on the Mortgaged Premises, and maintain adequate security at the
Mortgaged Premises;


 


(2)                                  prior to January 31,
2006, not to declare an Event of Default under Section 9.16 of the Deed of
Trust;


 


(3)                                  after January 31,
2006, not to declare an Event of Default under Section 9.16 of the Deed of
Trust provided the Borrowers obtain $15,000,000 or more in new financing on or
before January 31, 2006, the Loan Equalization Payment is made, and the
principal balance owing on the Note thereafter is never greater than the lesser
of:  80% of the fair market value of the
Mortgaged Property as reflected in the then most recent appraisal of the Mortgaged
Property prepared by a qualified appraiser; or 80% of the sales price in the
then most recent listing agreement on the Mortgaged Property; and


 


(4)                                  to release the
Cash Collateral to the Borrowers upon receipt of the Loan Equalization Payment.


 


Borrowers, by their
acceptance of this letter agreement, agree:


 


(I)                                    to the
Additional Assurances requested by the Bank, and hereby grant the Bank a
security interest in the Cash Collateral and related deposit account to secure
the payment of the Note; however, if the borrowers fail to make the required
$1,000,000 deposit on or before October 19, 2005, the Bank is released
from all the Bank Agreements, and the Bank Agreements shall be null and void;


 


(II)                                to deliver to
the Bank, on or before October 19, 2005, certifications of resolutions
adopted by each of the Borrower’s board of directors authoring the Borrowers
execution and delivery of this letter agreement, and the performance by
Borrowers of all the actions required of them under this letter agreement; and


 


(III)                            to execute and
deliver all documents and information reasonably necessary to establish the
deposit account for the Cash Collateral, such as signature cards,
identification information, tax identification numbers, names of authorized
signatories, and a security agreement further documenting the Borrower’s grant
to the Bank of a security interest in the Cash collateral and the deposit
account.


 


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This letter agreement shall
become effective on the Bank’s receipt of this letter signed by the Borrowers
on or before October 17, 2005.


 


	
  Sincerely,

  
	
   

  
	
  TEXAS STATE BANK

  
	
   

  
	
   

  
	
   /s/ Douglas G.
  Bready

  	
   

  
	
  Douglas G. Bready

  
	
  President – McAllen

  



 


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The undersigned have read
and understand the foregoing and agree to the terms and conditions set forth in
this letter, and understand that this letter agreement is a legally enforceable
agreement.


 


	
   

  	
  NeoRx
  Manufacturing Group, Inc.

  a Washington corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Gerald McMahon

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Gerald
  McMahon

  	
   

  
	
   

  	
   

  	
  Title:

  	
   President &
  CEO

  	
   

  
	
   

  	
   

  	
  Dated:

  	
   10/17/05

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NeoRx
  Corporation,

  
	
   

  	
  a
  Washington corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Gerald McMahon

  	
   

  
	
   

  	
   

  	
  Name:

  	
   Gerald
  McMahon

  	
   

  
	
   

  	
   

  	
  Title:

  	
   President &
  CEO

  	
   

  
	
   

  	
   

  	
  Dated:

  	
  10/17/05

  	
   

  
								



 


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