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EXHIBIT 10.25
NEORX CORPORATION
NONQUALIFIED STOCK OPTION LETTER AGREEMENT
NOVEMBER 16, 2000
TO: XXXXXXXX GIVEN
We are pleased to inform you that you have been granted a nonqualified stock
option under the NeoRx Corporation Restated 1994 Stock Option Plan (the "Plan")
for the purchase of 100,000 shares of NeoRx Corporation's (the "Company") common
stock at an exercise price of $9.1875 per share, pursuant to the terms and
conditions set forth below and in the Company Plan. A copy of the Plan is
attached and incorporated into this Agreement by reference.
The terms of the option are as set forth in the Plan and in this Agreement. The
most important of the terms set forth in the Plan are summarized as follows:
DATE OF GRANT: The date of grant of the option is November 15,
2000.
VESTING: The option shall vest and become exercisable, subject to
shareholder approval of the Plan, in accordance with the following schedule:
Date On and After Which Portion of Total Option
Option is Exercisable Which is Exercisable
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November 15, 2000 25%
May 15, 2001 50%
November 15, 2001 75%
May 15, 2002 100%
TERM: The option will expire upon the earlier of ten years from
the date of grant or two years after your termination of service as a Consultant
to the Company, unless sooner terminated.
EXERCISE: During your lifetime only you can exercise the option.
The Plan also provides for exercise of the option by the personal representative
of your estate or the beneficiary thereof following your death.
PAYMENT FOR SHARES: The option may be exercised by the delivery
of:
(1) Cash, personal check (unless, at the time of exercise, the
Plan Administrator determines otherwise), bank certified or cashiers check;
(2) Unless the Plan Administrator in its sole discretion
determines otherwise, shares of the capital stock of the Company held by you for
a period of at least six months having a fair market value at the time of
exercise, as determined in good faith by the Plan Administrator, equal to the
exercise price; or
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(3) A properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company the amount of sale
or loan proceeds to pay the exercise price.
TERMINATION: If you cease to be a Consultant to the Company for
any reason other than death or termination for cause, and unless by its terms
this option sooner terminates or expires, then you may exercise, for a two-year
period, that portion of your option which is exercisable at the time of such
cessation, but the option shall terminate at the end of such period following
such cessation as to all shares for which it has not theretofore been exercised.
DEATH OF OPTIONEE: If you die while serving as a Consultant to
the Company or within the two-year period following cessation of such service,
this option may, to the extent that you would have been entitled to exercise
this option, be exercised within one year after your death by the personal
representative of your estate or by the person or persons to whom your rights
under this option shall pass by will or by the applicable laws of descent and
distribution, unless sooner terminated.
STATUS OF SHAREHOLDER: Neither you nor any person or persons to
whom your rights and privileges under this option may pass shall be, or have any
of the rights or privileges of, a shareholder of the Company with respect to any
of the shares issuable upon the exercise of this option unless and until this
option has been exercised.
CONTINUATION OF STATUS AS CONSULTANT: Nothing in this Agreement
shall confer upon you any right to continue as a Consultant to the Company, or
to interfere in any way with the right of the Company to terminate your service
as a Consultant to the Company at any time.
TRANSFER OF OPTION: This option and the rights and privileges
conferred hereby may not be transferred, assigned, pledged or hypothecated in
any manner (whether by operation of law or otherwise) other than by will, by the
applicable laws of descent and distribution, and shall not be subject to
execution, attachment or similar process. Any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of this option or of any right or
privilege conferred hereby, contrary to law or to the provisions of this
Agreement, or the sale or levy or any attachment or similar process upon the
rights and privileges conferred hereby shall be null and void.
HOLDING PERIOD: Shares of common stock obtained upon the exercise
of this option may not be sold until six months after the date the option was
granted.
Your particular attention is directed to the section(s) of the
Plan which describe(s) certain important conditions relating to federal and
state securities laws that must be satisfied before the option can be exercised
and before the company can issue any shares to you. The Company intends to
maintain an effective registration statement with respect to the shares that
will be issued upon exercise of this option but has no obligation to do so. If
there is no effective registration statement, you will not be able to exercise
the option or sell the option shares unless exemptions from registration under
federal and state securities laws are available. Such exemptions are very
limited and might be unavailable. Consequently, you might have no opportunity to
exercise the option and to receive shares upon such exercise.
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Please execute the Acceptance and Acknowledgment set forth below
and return it to the undersigned.
NEORX CORPORATION
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XXXX X. XXXXXX
CHIEF EXECUTIVE OFFICER
ACCEPTANCE AND ACKNOWLEDGMENT
I, Xxxxxxxx Given, a resident of the State of California, accept the
nonqualified stock option described above and in NeoRx Corporation's 1994 Stock
Option Plan, and acknowledge receipt of a copy of this Agreement, including a
copy of the Plan. I have read and understand the Plan, including the
provision(s) relating to federal and securities law.
Dated:
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Taxpayer I.D. Number
By signing below, the spouse of the Optionee, if such Optionee is legally
married as of the date of execution of this Agreement, acknowledges that (s)he
has read this Agreement and the Plan and is familiar with the terms and
provisions thereof, and agrees to be bound by all the terms and conditions of
this Agreement and the Plan.
Dated:
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By signing below, the Optionee represents that (s)he is not legally married as
of the date of execution of this Agreement.
Dated:
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