Health Sciences Fund
New York
213,213
61,566
$
149,249.10
John Hancock Trust - Health Sciences Trust
New York
416,937
120,392
$
291,855.90
Raytheon Company Combined DB/DC Master Trust - Health Sciences
New York
37,019
10,689
$
25,913.30
TOTAL
87,914,286
25,385,704
$
61,540,000.20
EXHIBIT B
WARRANT
OFFERING WARRANT
NEITHER THIS WARRANT NOR THE UNDERLYING SECURITIES HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OF
THE UNITED STATES IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR REGULATION S
THEREUNDER, AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
ACCEPTABLE TO THE COMPANY.
NEORX CORPORATION
WARRANT TO PURCHASE COMMON STOCK
No. W-
, 2006
Void After
, 2011
THIS CERTIFIES THAT, for value received,
, with its principal office
at
, or assigns (the
"Holder"), is entitled to subscribe for and purchase at the Exercise Price
(defined below) from NeoRx Corporation, a Washington corporation, with its
principal office at 300 Elliott Avenue West, Suite 500, Seattle, WA 98119-4114
(the "Company") up to
shares of the Common Stock of the
Company (the "Common Stock"), subject to adjustment as provided herein.
This
Warrant is one of a series of Warrants being issued pursuant to the terms of the
Securities Purchase Agreement dated as of February 1, 2006, by and among the
Company and the original Holder of this Warrant and the other parties named
therein (the "Purchase Agreement").
Capitalized terms not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Purchase
Agreement.
1.
DEFINITIONS.
AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING RESPECTIVE MEANINGS:
(A)
"EXERCISE PERIOD" SHALL MEAN THE PERIOD COMMENCING ON THE DATE
HEREOF AND ENDING
, 2011, UNLESS SOONER TERMINATED AS PROVIDED BELOW.
(B)
"EXERCISE PRICE" SHALL MEAN $0.77 PER SHARE, SUBJECT TO ADJUSTMENT
PURSUANT TO SECTIONS 5 AND 6 BELOW.
(C)
"EXERCISE SHARES" SHALL MEAN THE SHARES OF THE COMPANY'S COMMON
STOCK ISSUED OR ISSUABLE UPON EXERCISE OF THIS WARRANT, SUBJECT TO ADJUSTMENT
AND LIMITATION PURSUANT TO THE TERMS HEREIN.
(D)
"FUNDAMENTAL TRANSACTION" MEANS ANY OF THE FOLLOWING: (1) THE
COMPANY EFFECTS ANY MERGER OR CONSOLIDATION OF THE COMPANY WITH OR INTO ANOTHER
PERSON PURSUANT TO WHICH THE COMMON STOCK IS EFFECTIVELY CONVERTED INTO OR
EXCHANGED FOR OTHER SECURITIES, CASH OR PROPERTY (OTHER THAN AS A RESULT OF A
CHANGE IN THE JURISDICTION OF INCORPORATION OF THE COMPANY), (2) THE COMPANY
EFFECTS ANY SALE, EXCLUSIVE LICENSE OR OTHER CONVEYANCE OF ALL OR SUBSTANTIALLY
ALL OF ITS ASSETS IN ONE OR A SERIES