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As filed with the Securities and Exchange Commission on October 6, 2000
Registration No. 333- 43712
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEORX CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1261311
--------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
410 WEST HARRISON STREET
SEATTLE, WASHINGTON 98119-4007
(206) 281-7001
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
RICHARD L. ANDERSON
PRESIDENT AND CHIEF OPERATING OFFICER
NEORX CORPORATION
410 WEST HARRISON STREET
SEATTLE, WASHINGTON 98119-4007
(206) 281-7001
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
FAITH M. WILSON
PERKINS COIE LLP
1201 THIRD AVENUE, SUITE 4800
SEATTLE, WASHINGTON 98101-3099
(206) 287-3237
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Approximate date of commencement of proposed sale to the public: AS SOON
AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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150,000 SHARES
NEORX CORPORATION
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COMMON STOCK
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This prospectus relates to the public offering of up to 150,000 shares
of our common stock by Redington, Inc.
Our common stock is traded on the Nasdaq National Market under the
symbol "NERX." On October 5, 2000, the last sales price of the common stock, as
reported on the Nasdaq National Market, was $19.125 per share.
SEE "RISK FACTORS" BEGINNING AT PAGE 2 TO READ ABOUT CERTAIN FACTORS YOU
SHOULD CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus is , 2000
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TABLE OF CONTENTS
<TABLE>
<S> <C>
NEORX CORPORATION.............................................................1
RISK FACTORS..................................................................2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.............................9
USE OF PROCEEDS..............................................................10
SELLING SHAREHOLDER..........................................................10
PLAN OF DISTRIBUTION.........................................................10
VALIDITY OF COMMON STOCK.....................................................11
EXPERTS......................................................................11
WHERE YOU CAN FIND MORE INFORMATION..........................................11
</TABLE>
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NEORX CORPORATION
We are developing innovative products designed to provide improved,
cost-effective treatments for patients with cancer. We are in the process of
completing initial safety and efficacy testing, commonly referred to as Phase I
and Phase II clinical trials, of our Skeletal Targeted Radiation (STR) product
combined with chemotherapy in patients with multiple myeloma. Multiple myeloma
is a cancer of plasma cells that are found in the bone marrow. STR selectively
delivers a form of radiation called holmium-166 to the bone, where it is
designed to destroy both tumor cells and normal cells in the marrow. The patient
then receives an infusion of cells harvested from the patient prior to exposure
to treatment. These cells are designed to repopulate the bone marrow so that the
patient can make normal red cells, white cells and platelets. We believe that
STR represents an important opportunity in cancer therapy to deliver high doses
of radiation to the bone and marrow cavity without simultaneously causing
significant damage to organs outside the bone. In October 2000, we initiated the
next stage of testing, commonly referred to as Phase III clinical trials, of our
STR product for multiple myeloma. These Phase III clinical trials will compare
the efficacy and safety of STR combined with chemotherapy to chemotherapy alone.
If STR combined with chemotherapy is sufficiently superior to chemotherapy
alone, we will apply to the U.S. Food and Drug Administration (FDA) for
clearance to market STR for treatment of multiple myeloma. Prior to the end of
2000, we also expect to initiate testing for safety and dosage tolerance,
commonly referred to as Phase I clinical trials, of our STR product for breast
and prostate cancers that have spread to the bone.
We also are developing a proprietary PRETARGET(R) program to deliver
radiation therapy, and potentially other anti-cancer agents, to tumor sites.
This program employs antibodies to target cancer cells. Antibodies are proteins
produced by certain white blood cells in the body's immune system in response to
foreign substances (antigens), such as viruses, bacteria, toxins and specific
types of cancer cells. An antibody will recognize and bond specifically only to
a single type of antigen. Using PRETARGET(R) technology, we administer the
patient an antibody prior to radiation therapy. We then subsequently administer
the patient a radioactive drug that is formulated to attach to the antibody. Any
portion of the radioactive drug that does not attach to the antibody is rapidly
eliminated from the patient's body in the patient's urine. We expect to begin
Phase I clinical trials of our PRETARGET(R) technology in patients with cancers
of the lymph cells (lymphomas) by the end of this year. Development of this
lymphoma product is, in part, being sponsored through a peer review Fast-Track
Innovative Research Grant from the National Institutes of Health. We also are
developing PRETARGET(R) therapeutics for the treatment of cancers of the lung,
breast, ovary, colon, rectum and pancreas. We expect to begin Phase I clinical
trials in patients with pancreatic and other cancers in 2001.
Our principal executive offices are located at 401 West Harrison Street,
Seattle, Washington 98119-4007. Our telephone number is (206) 281-7001. We
maintain a World Wide Web site at www.neorx.com. Information contained on our
Web site does not constitute part of, nor is it incorporated by reference into,
this prospectus.
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RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, YOU
SHOULD CAREFULLY READ AND CONSIDER THE FOLLOWING RISK FACTORS BEFORE PURCHASING
OUR COMMON STOCK. EACH OF THESE RISKS COULD HARM OUR BUSINESS, OPERATING RESULTS
AND FINANCIAL CONDITION, AS WELL AS DECREASE THE VALUE OF AN INVESTMENT IN OUR
STOCK. THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
WE HAVE A HISTORY OF OPERATING LOSSES, WE EXPECT TO CONTINUE TO INCUR LOSSES,
AND WE MAY NEVER BECOME PROFITABLE
We have not been profitable since our formation in 1984. As of June 30,
2000, we had an accumulated deficit of $154 million. These losses have resulted
principally from costs incurred in our research and development programs and
from our general and administrative costs. To date, we have been engaged only in
research and development activities and have not generated any revenues from
product sales. We do not anticipate that any of our proposed products will be
commercially available for several years. We expect to incur additional
operating losses in the future. These losses may increase significantly as we
expand development and clinical trial efforts.
Our ability to achieve long-term profitability is dependent upon
obtaining regulatory approvals for our proposed products and successfully
commercializing our products alone or with third parties. However, our
operations may not be profitable even if we succeed in commercializing any of
our products under development.
WE WILL NEED TO RAISE ADDITIONAL CAPITAL, AND OUR FUTURE ACCESS TO CAPITAL IS
UNCERTAIN
It is expensive to develop cancer therapy products and conduct clinical
trials for these products. We plan to continue to simultaneously conduct
clinical trials and preclinical research for a number of different cancer
therapy products, which is costly. Our future revenues may not be sufficient to
support the expense of our operations and the conduct of our clinical trials and
preclinical research. We will need to raise additional capital:
- to fund operations;
- to continue the research and development of our therapeutic products;
and
- to commercialize our proposed products.
We believe that our existing funds will be sufficient to satisfy our
financing requirements through at least the second quarter of 2002. However, we
may need additional financing within this time frame depending on a number of
factors, including the following:
- the rate of progress and costs of our research and development and
clinical trial activities;
- the costs of developing manufacturing and marketing operations, if we
undertake those activities;
- the amount of milestone payments we receive from our collaborators;
- our degree of success in commercializing our cancer therapy products;
- the emergence of competing technologies and other adverse market
developments;
- changes in or terminations of our existing collaborations and
licensing arrangements; and
- the costs of preparing, filing, prosecuting, maintaining and enforcing
patent claims and other intellectual property rights.
We may not be able to obtain additional financing on favorable terms or at all.
If we are unable to raise additional funds when we need them, we may be required
to delay, reduce or eliminate some or all of our development programs and some
or all of our clinical trials. We also may be forced to partner with third
parties to develop or commercialize products or technologies that we otherwise
would have sought to develop independently. If we raise additional funds by
issuing
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equity securities, further dilution to shareholders may result, and new
investors could have rights superior to current security holders.
OUR POTENTIAL PRODUCTS MUST UNDERGO RIGOROUS CLINICAL TESTING AND REGULATORY
APPROVALS, WHICH COULD BE COSTLY, TIME CONSUMING, SUBJECT US TO UNANTICIPATED
DELAYS OR PREVENT US FROM MARKETING ANY PRODUCTS
The manufacture and marketing of our proposed products and our research
and development activities are subject to regulation for safety, efficacy and
quality by the FDA in the United States and comparable authorities in other
countries.
The process of obtaining FDA and other required regulatory approvals,
including foreign approvals, is expensive and often takes many years and can
vary substantially based upon the type, complexity and novelty of the products
involved. Our Skeletal Targeted Radiation (STR) and PRETARGET(R) products are
novel; therefore, regulatory agencies lack experience with them. This may
lengthen the regulatory review process, increase our development costs and delay
or prevent commercialization of our STR and PRETARGET(R) products. No cancer
products using our STR or PRETARGET(R) technologies have been approved for
marketing. Consequently, there is no precedent for the successful
commercialization of products based on our technologies. In addition, we have
had only limited experience in filing and pursuing applications necessary to
gain regulatory approvals. This may impede our ability to obtain timely FDA
approvals, if at all. We have not yet sought FDA approval for any therapeutic
product. We will not be able to commercialize any of our potential products
until we obtain FDA approval, and consequently any delay in obtaining, or
inability to obtain, FDA approval would harm our business.
If we violate regulatory requirements at any stage, whether before or
after marketing approval is obtained, we may be fined, forced to remove a
product from the market and experience other adverse consequences, including
delay, which could materially harm our financial results. Additionally, we may
not be able to obtain the labeling claims necessary or desirable for the
promotion of our proposed products. We may also be required to undertake
post-marketing trials. In addition, if we or others identify side effects after
any of our products are on the market, or if manufacturing problems occur,
regulatory approval may be withdrawn and reformulation of our products,
additional clinical trials, changes in labeling of our products, and additional
marketing applications may be required.
The requirements governing the conduct of clinical trials, manufacturing
and marketing of our proposed products outside the United States vary widely
from country to country. Foreign approvals may take longer to obtain than FDA
approvals and can involve additional testing. Foreign regulatory approval
processes include all of the risks associated with the FDA approval processes.
Also, approval of a product by the FDA does not ensure approval of the same
product by the health authorities of other countries.
WE MAY TAKE LONGER TO COMPLETE OUR CLINICAL TRIALS THAN WE PROJECT, OR WE MAY
UNABLE TO COMPLETE THEM AT ALL
Although for planning purposes we project the commencement, continuation
and completion of our clinical trials, a number of factors, including scheduling
conflicts with participating clinicians and clinical institutions and
difficulties in identifying and enrolling patients who meet trial eligibility
criteria, may cause significant delays. We may not commence or complete clinical
trials involving any of our products as projected or may not conduct them
successfully.
We rely on academic institutions or clinical research organizations to
conduct, supervise or monitor some or all aspects of clinical trials involving
our proposed products. We will have less control over the timing and other
aspects of those clinical trials than if we conducted them entirely on our own.
If we fail to commence or complete, or experience delays in, any of our planned
clinical trials, our stock price and our ability to conduct our business as
currently planned could be harmed.
IF TESTING OF A PARTICULAR PRODUCT DOES NOT YIELD SUCCESSFUL RESULTS, WE WILL BE
UNABLE TO COMMERCIALIZE THAT PRODUCT
Our research and development programs are designed to test the safety
and efficacy of our proposed products in humans through extensive preclinical
and clinical testing. We may experience numerous unforeseen
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events during, or as a result of, the testing process that could delay or
prevent commercialization of our proposed products, including the following:
- safety and efficacy results attained in early human clinical trials,
as in our multiple myeloma and prostate cancer trials, may not be
indicative of results that are obtained in later clinical trials;
- the results of preclinical studies may be inconclusive, or they may
not be indicative of results that will be obtained in human clinical
trials;
- after reviewing test results, we or our collaborators may abandon
projects that we previously believed were promising;
- we, our collaborators or regulators may suspend or terminate clinical
trials if the participating subjects or patients are being exposed to
unacceptable health risks; and
- the effects our potential products have may not be the desired effects
or may include undesirable side effects or other characteristics that
preclude regulatory approval or limit their commercial use if
approved.
Clinical testing is very expensive, can take many years, and the outcome
is uncertain. The data collected from our clinical trials may not be sufficient
to support approval by the FDA of our proposed STR multiple myeloma product, or
any of our other proposed products. The clinical trials of our proposed STR
multiple myeloma product, and our other products under development, may not be
completed on schedule and the FDA may not ultimately approve any of our product
candidates for commercial sale. Our failure to adequately demonstrate the safety
and efficacy of a cancer therapy product under development would delay or
prevent regulatory approval of the product, which could prevent us from
achieving profitability.
WE ARE DEPENDENT ON SUPPLIERS FOR THE TIMELY DELIVERY OF MATERIALS AND SERVICES,
AND WE MAY EXPERIENCE IN THE FUTURE INTERRUPTIONS IN SUPPLY
To be successful, we need to develop and maintain reliable and
affordable third party suppliers of:
- commercial quantities of holmium-166, the form of radiation used in
our STR product, and yttrium-90, the form of radiation used in our
PRETARGET(R) program;
- the chemical agent used in our STR product to deliver holmium-166 to
the bone; and
- the antibodies and proteins used in our PRETARGET(R) program.
Sources of some of these materials are limited, and we may be unable to
obtain these materials in amounts and at prices necessary to successfully
commercialize our proposed products. We currently depend on a single source
vendor for the holmium-166 component of our STR product. We plan to establish an
additional supplier for this material, but this may take several years. There
are, in general, relatively few alternative sources of holmium-166. While the
current vendor generally has provided us this material with acceptable quality,
quantity and cost in the past, it may be unable or unwilling to meet our future
demands. If we have to switch to a replacement vendor, the manufacture and
delivery of our products could be interrupted for an extended period.
We have entered into an arrangement with the University of Missouri
research reactor facility group (MURR) to produce holmium-166. MURR currently is
responsible for the manufacture of holmium-166, including process qualification,
quality control, packaging and shipping, from its Columbia, Missouri reactor
facility. Our business and operations could be materially adversely affected if
MURR does not perform satisfactorily under this arrangement. We plan to
negotiate a long-term supply contract with MURR. If we are unable to negotiate a
long-term contract in a timely fashion upon favorable terms, or if MURR is
unable or unwilling to provide supplies of holmium-166 under such contract in a
satisfactory manner, we may be suffer delays in, or be prevented from,
initiating or completing clinical trials of our STR product.
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IF WE FAIL TO NEGOTIATE AND MAINTAIN COLLABORATIVE ARRANGEMENTS WITH THIRD
PARTIES, OUR MANUFACTURING, CLINICAL TESTING, SALES AND MARKETING ACTIVITIES MAY
BE DELAYED OR REDUCED
We rely in part on collaborators and other third parties to perform for
us or assist us with a variety of important functions, including research and
development, manufacturing and clinical trials management. We also license
technology from others to enhance or supplement our technologies. We may not be
able to locate suppliers to manufacture our products at a cost or in quantities
necessary to make them commercially viable. We intend to rely on third party
contract manufacturers to produce large quantities of materials needed for
clinical trials and product commercialization. Third party manufacturers may not
be able to meet our needs with respect to timing, quantity or quality. If we are
unable to contract for a sufficient supply of needed materials on acceptable
terms, or if we should encounter delays or difficulties in our relationships
with manufacturers, our clinical testing may be delayed, thereby delaying the
submission of products for regulatory approval or the market introduction and
subsequent sales of our products. Any such delay may lower our revenues and
potential profitability.
Moreover, we and any third-party manufacturers that we may use must
continually adhere to current Good Manufacturing Practices, or cGMP, regulations
enforced by the FDA through its facilities inspection program. If our facilities
or the facilities of these manufacturers cannot pass a preapproval plant
inspection, the FDA will not grant premarket approval of our cancer therapy
products. In complying with cGMP and foreign regulatory requirements, we and any
of our third-party manufacturers will be obligated to expend time, money and
effort in production, record-keeping and quality control to assure that our
products meet applicable specifications and other requirements. If we or any of
our third-party manufacturers fail to comply with these requirements, we may be
subject to regulatory action.
ABC Laboratories, Inc. (ABC Labs) currently is our sole collaborator
manufacturing STR for our multiple myeloma clinical trials. In the past, we have
experienced interruptions in ABC Labs' STR manufacturing processes. These
interruptions could occur in the future and could result in material delays in,
or prevent us from completing, our clinical trials and otherwise commercializing
our STR product. To help protect against such future interruptions or delays in
supply, we have engaged International Isotopes, Inc. to build a manufacturing
facility for the Phase III clinical trials of our STR multiple myeloma product.
This manufacturing facility is expected to be operational in the first quarter
of 2001. ABC Labs and International Isotopes will be responsible for all aspects
of the manufacture of STR, including process qualification, quality control,
packaging and shipping. We believe that these two manufacturing collaborators
will be sufficient to meet our initial needs for the STR multiple myeloma and
other clinical trials.
If we lose or are unable to secure collaborators, or if our current
collaborators, including ABC Labs and International Isotopes, do not apply
adequate resources to their collaboration with us, our product development and
potential for profitability may suffer. We intend to enter into collaborations
for one or more of the research, development, manufacturing, marketing and other
commercialization activities relating to some of our products under development.
If any collaborator breaches or terminates its agreement with us, or fails to
conduct its collaborative activities in a timely manner, the commercialization
of our products under development could be slowed down or blocked completely.
Disputes may arise between us and ABC Labs, International Isotopes or other
collaborators on a variety of matters, including financial or other obligations
under our agreements. These disputes may be both expensive and time consuming
and may result in delays in the development and commercialization of our
proposed products.
WE FACE SUBSTANTIAL COMPETITION IN THE DEVELOPMENT OF CANCER THERAPIES AND MAY
NOT BE ABLE TO SUCCESSFULLY COMPETE AND OUR POTENTIAL PRODUCTS MAY BE RENDERED
OBSOLETE BY RAPID TECHNOLOGICAL CHANGE
The competition for development of cancer therapies is intense. There
are numerous competitors developing products to treat the diseases for which we
are seeking to develop products. We are initially focusing our STR product on
the treatment of multiple myeloma. Celgene Corporation's thalidomide product is
being sold for multiple myeloma, and Cell Therapeutics, Inc.'s arsenic trioxide
also is being tested in that disease. Some competitors have adopted product
development strategies targeting cancer cells with antibodies. Many emerging
companies, including IDEC Pharmaceuticals, Cytogen Corp. and Coulter
Pharmaceuticals, have corporate partnership arrangements with large, established
companies to support the research, development and commercialization of products
that may be competitive with ours. In addition, a number of established
pharmaceutical companies, including SmithKline Beecham, Nycomed Amersham,
Mallinkrodt, Inc. and Bristol-Myers Squibb, are developing proprietary
technologies or have enhanced their
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capabilities by entering into arrangements with, or acquiring, companies with
proprietary antibody-based technology or other technologies applicable to the
treatment of cancer. Many of our existing or potential competitors have or have
access to substantially greater financial, research and development, marketing
and production resources than we do and may be better equipped than us to
develop, manufacture and market competing products. Our competitors may have, or
may develop and introduce, new products that would render our technology and
products under development less competitive, uneconomical or obsolete.
We also expect to face increasing competition from universities and
other non-profit research organizations. These institutions carry out a
significant amount of research and development in the field of antibody-based
technology. These institutions are becoming increasingly aware of the commercial
value of their findings and more active in seeking patent and other proprietary
rights, as well as licensing revenues.
IF WE ARE UNABLE TO PROTECT OUR PROPRIETARY RIGHTS, WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY, OR OPERATE PROFITABLY
Our success is dependent in part on obtaining, maintaining and enforcing
our patents and other proprietary rights and our ability to avoid infringing the
proprietary rights of others. Patent law relating to the scope of claims in the
biotechnology field in which we operate is still evolving and, consequently,
patent positions in our industry may not be as strong as in other more well
established fields. Accordingly, the United States Patent and Trademark Office
may not issue patents from the patent applications owned by or licensed to us.
If issued, the patents may not give us an advantage over competitors with
similar technology.
We own more than 100 issued and allowed United States patents and have
licenses to additional patents. However, the issuance of a patent is not
conclusive as to its validity or enforceability and it is uncertain how much
protection, if any, will be given to our patents if we attempt to enforce them
and they are challenged in court or in other proceedings, such as oppositions,
which may be brought in foreign jurisdictions to challenge the validity of a
patent. A third party may challenge the validity or enforceability of a patent
after its issuance by the Patent and Technology Office. It is possible that a
competitor may successfully challenge our patents or that a challenge will
result in limiting their coverage. Moreover, the cost of litigation to uphold
the validity of patents and to prevent infringement can be substantial. If the
outcome of litigation is adverse to us, third parties may be able to use our
patented invention without payment to us. Moreover, it is possible that
competitors may infringe our patents or successfully avoid them through design
innovation. To stop these activities we may need to file a lawsuit. These
lawsuits are expensive and would consume time and other resources, even if we
were successful in stopping the violation of our patent rights. In addition,
there is a risk that a court would decide that our patents are not valid and
that we do not have the right to stop the other party from using the inventions.
There is also the risk that, even if the validity of our patents were upheld, a
court would refuse to stop the other party on the ground that its activities do
not infringe our patents.
In addition to the intellectual property rights described above, we also
rely on unpatented technology, trade secrets and confidential information.
Therefore, others may independently develop substantially equivalent information
and techniques or otherwise gain access to or disclose our technology. We may
not be able to effectively protect our rights in unpatented technology, trade
secrets and confidential information. We require each of our employees,
consultants and advisors to execute a confidentiality agreement at the
commencement of an employment or consulting relationship with us. However, these
agreements may not provide effective protection of our information or, in the
event of unauthorized use or disclosure, they may not provide adequate remedies.
THE USE OF OUR TECHNOLOGIES COULD POTENTIALLY CONFLICT WITH THE RIGHTS OF OTHERS
Our competitors or others may have or acquire patent rights that they
could enforce against us. If they do so, we may be required to alter our
products, pay licensing fees or cease activities. If our products conflict with
patent rights of others, third parties could bring legal actions against us
claiming damages and seeking to enjoin manufacturing and marketing of the
affected products. If these legal actions are successful, in addition to any
potential liability for damages, we could be required to obtain a license in
order to continue to manufacture or market the affected products. We may not
prevail in any legal action and a required license under the patent may not be
available on acceptable terms or at all.
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WE MAY INCUR SUBSTANTIAL COSTS AS A RESULT OF LITIGATION OR OTHER PROCEEDINGS
RELATING TO PATENT AND OTHER INTELLECTUAL PROPERTY RIGHTS
The cost to us of any litigation or other proceeding relating to
intellectual property rights, even if resolved in our favor, could be
substantial. Some of our competitors may be better able to sustain the costs of
complex patent litigation because they have substantially greater resources. If
there is litigation against us, we may not be able to continue our operations.
If third parties file patent applications, or are issued patents
claiming technology also claimed by us in pending applications, we may be
required to participate in interference proceedings in the Patent and Trademark
Office to determine priority of invention. We may be required to participate in
interference proceedings involving our issued patents and pending applications.
We may be required to cease using the technology or to license rights from
prevailing third parties as a result of an unfavorable outcome in an
interference proceeding. A prevailing party in that case may not offer us a
license on commercially acceptable terms.
PRODUCT LIABILITY CLAIMS IN EXCESS OF THE AMOUNT OF OUR INSURANCE WOULD
ADVERSELY AFFECT OUR FINANCIAL CONDITION
The testing, manufacturing, marketing and sale of the cancer therapy
products that we have under development may subject us to product liability
claims. We are insured against such risks up to a $10 million annual aggregate
limit in connection with clinical trials of our products under development and
intend to obtain product liability coverage in the future. However, insurance
coverage may not be available to us at an acceptable cost, if at all. We may not
be able to obtain insurance coverage that will be adequate to satisfy any
liability that may arise. Regardless of merit or eventual outcome, product
liability claims may result in decreased demand for a product, injury to our
reputation, withdrawal of clinical trial volunteers and loss of revenues. As a
result, regardless of whether we are insured, a product liability claim or
product recall may result in losses that could be material.
OUR USE OF RADIOACTIVE AND OTHER HAZARDOUS MATERIALS EXPOSES US TO THE RISK OF
MATERIAL ENVIRONMENTAL LIABILITIES, AND WE MAY INCUR SIGNIFICANT ADDITIONAL
COSTS TO COMPLY WITH ENVIRONMENTAL LAWS IN THE FUTURE
Our research and development and clinical manufacturing processes, as
well as the manufacturing processes used by our collaborators, involve the
controlled use of small amounts of hazardous and radioactive materials. As a
result, we are subject to foreign, federal, state and local laws, rules,
regulations and policies governing the use, generation, manufacture, storage,
air emission, effluent discharge, handling and disposal of certain materials and
wastes in connection with our use of these materials. Although we believe that
our safety procedures and the safety procedures utilized by our collaborative
partners for handling and disposing of such materials comply with the standards
prescribed by such laws and regulations, we may be required to incur significant
costs to comply with environmental and health and safety regulations in the
future. In addition, the risk of accidental contamination or injury from
hazardous and radioactive materials cannot be completely eliminated. In the
event of such an accident, we could be held liable for any resulting damages,
and any such liability could exceed our resources.
EVEN IF WE BRING PRODUCTS TO MARKET, CHANGES IN HEALTH CARE REIMBURSEMENT COULD
ADVERSELY AFFECT OUR ABILITY TO EFFECTIVELY PRICE OUR PRODUCTS OR OBTAIN
ADEQUATE REIMBURSEMENT FOR SALES OF OUR PRODUCTS
The levels of revenues and profitability of pharmaceutical companies may
be affected by the continuing efforts of government and third-party payors to
contain or reduce the costs of healthcare through various means. For example, in
certain foreign markets pricing or profitability of prescription pharmaceuticals
is subject to governmental control. In the United States, there have been, and
we expect that there will continue to be, a number of federal and state
proposals to implement similar governmental controls. It is uncertain what
legislative proposals will be adopted or what actions federal, state or private
payors for healthcare goods and services may take in response to any healthcare
reform proposals or legislation. Even in the absence of statutory change, market
forces are changing the healthcare sector. We cannot predict the effect
healthcare reforms may have on the development, testing, commercialization and
marketability of our cancer therapy products. Further, to the extent that such
proposals or reforms have a material adverse effect on the business, financial
condition and profitability of other pharmaceutical companies that are
prospective collaborators for certain of our
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<PAGE> 11
potential products, our ability to commercialize our products under development
may be adversely affected. In addition, both in the United States and elsewhere,
sales of prescription pharmaceuticals depend in part on the availability of
reimbursement to the consumer from third-party payors, such as governmental and
private insurance plans. Third-party payors are increasingly challenging the
prices charged for medical products and services. If we succeed in bringing one
or more products to market, we cannot be certain that these products will be
considered cost-effective and that reimbursement to the consumer will be
available or will be sufficient to allow us to sell our products on a
competitive or profitable basis.
THE LOSS OF KEY EMPLOYEES COULD ADVERSELY AFFECT OUR OPERATIONS
We are a small company with less than 60 employees. Our success depends,
to a significant extent, on the continued contributions of our principal
management and scientific personnel. The loss of the services of one or more of
our key personnel, including Paul G. Abrams, Chief Executive Officer of the
Company, and Richard L. Anderson, President and Chief Operating Officer of the
Company, as well as other principal members of our scientific and management
staff, could delay our product development programs and our research and
development efforts. We do not maintain key person life insurance on any of our
officers, employees or consultants.
Competition for qualified employees among companies in the biotechnology
and biopharmaceutical industry is intense. Our future success depends upon our
ability to attract, retain and motivate highly skilled employees. In order to
commercialize our proposed products successfully, we may be required to expand
substantially our workforce, particularly in the areas of manufacturing,
clinical trials management, regulatory affairs, business development and sales
and marketing. These activities will require the addition of new personnel,
including management, and the development of additional expertise by existing
management personnel.
OUR STOCK PRICE IS VOLATILE AND, AS A RESULT, YOU COULD LOSE SOME OR ALL OF YOUR
INVESTMENT
There has been a history of significant volatility in the market prices
of securities of biotechnology companies, including our common stock, and it is
likely that the market price of our common stock will continue to be highly
volatile. Our business and the relative prices of our common stock may be
influenced by a large variety of industry factors, including:
- announcements by us or our competitors concerning acquisitions,
strategic alliances, technological innovations and new commercial
products;
- the availability of critical materials used in developing our
products;
- the results of clinical trials;
- developments concerning patents, proprietary rights and potential
infringement; and
- the expense and time associated with and the extent of our ultimate
success in securing government approvals.
In addition, public concern about the safety of the products we develop,
comments by securities analysts, and general market conditions may have a
significant effect on the market price of our common stock. The realization of
any of the risks described in this prospectus, as well as other factors, could
have a material adverse impact on the market price of our common stock and may
result in a loss of some or all of your investment.
In the past, securities class action litigation has often been brought
against companies following periods of volatility in their stock prices. We may
in the future be the target of similar litigation. Securities litigation could
result in substantial costs and divert our management's time and resources,
which could cause our business to suffer.
-8-
<PAGE> 12
CERTAIN PROVISIONS IN OUR ARTICLES OF INCORPORATION AND WASHINGTON STATE LAW
COULD DISCOURAGE A CHANGE OF CONTROL OF NEORX
Our articles of incorporation authorize our board of directors to issue
up to 3,000,000 shares of preferred stock and to determine the price, rights,
preference, privileges and restrictions, including voting rights, of those
shares without any further vote or action by our shareholders. The issuance of
preferred stock could have the effect or delaying, deferring or preventing a
change of control of NeoRx, even if this change would benefit our shareholders.
In addition, the issuance of preferred stock may adversely affect the market
price of our common stock and the voting and other rights of the holders of our
common stock.
We have adopted a shareholder' rights plan, which is intended to protect
the rights of shareholders by deterring coercive or unfair takeover tactics. The
board of directors declared a dividend to holders of our common stock of one
preferred share purchase right for each outstanding share of the common stock.
The right is exercisable ten days following the offer to purchase or acquisition
of beneficial ownership of 20% of the outstanding common stock by a person or
group of affiliated persons. Each right entitles the registered holder, other
than the acquiring person or group, to purchase from NeoRx one-hundredth of one
share of Series A Junior Participating Preferred Stock at the price of $40,
subject to adjustment. The rights expire April 10, 2006. In lieu of exercising
the right by purchasing one one-hundredth of one share of Series A Preferred
Stock, the holder of the right, other than the acquiring person or group, may
purchase for $40 that number of shares of our common stock having a market value
of twice that price.
Washington law imposes restrictions on some transactions between a
corporation and significant shareholders. Chapter 23B.19 of the Washington
Business Corporation Act prohibits a target corporation, with some exceptions,
from engaging in particular significant business transactions with an acquiring
person, which is defined as a person or group of persons that beneficially owns
10% or more of the voting securities of the target corporation, for a period of
five years after the acquisition, unless the transaction or acquisition of
shares is approved by a majority of the members of the target corporation's
board of directors prior to the acquisition. Prohibited transactions include,
among other things:
- a merger or consolidation with, disposition of assets to, or issuance
or redemption of stock to or from the acquiring person;
- termination of 5% or more of the employees of the target corporation;
or
- receipt by the acquiring person of any disproportionate benefit as a
shareholder.
A corporation may not opt out of this statute. This provision may have
the effect of delaying, deterring or preventing a change in control of NeoRx.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may," "will,"
"should," "expect," "plan," "intend," "anticipate," "believe," "estimate,"
"predict," "potential," "propose" or "continue," the negative of these terms or
other terminology. These statements are only predictions. Actual events or
results may differ materially. In evaluating these statements, you should
specifically consider various factors, including the risks outlined in the Risk
Factors section above. These factors may cause our actual results to differ
materially from any forward-looking statement.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. You should not place undue
reliance on our forward-looking statements, which apply only as of the date of
this prospectus.
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<PAGE> 13
USE OF PROCEEDS
The proceeds from the sale of the common stock offered in this
prospectus are solely for the account of the selling shareholder. We will not
receive any of the proceeds from such sale.
SELLING SHAREHOLDER
The following table sets out the number of shares of common stock held
by the selling shareholder and the number of shares of common stock offered by
the selling shareholder.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OWNED AFTER OFFERING(1)
------------------------ NUMBER OF SHARES -----------------------
NAME NUMBER PERCENT(2) BEING OFFERED NUMBER PERCENT
---- ---------- ---------- ---------------- -------- -------
<S> <C> <C> <C> <C> <C>
Redington, Inc. 152,000(3) * 150,000 2,000 *
</TABLE>
------------
* Less than 1%
(1) Assumes the sale of all shares offered in this prospectus and no other
purchases or sales of our common stock.
(2) Applicable percentage of ownership is based on 28,090,278 shares of our
common stock outstanding on October 4, 2000.
(3) Includes 150,000 shares issuable upon exercise of an outstanding warrant
held by the selling shareholder.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time
to time by the selling shareholder or by its pledgees, donees, transferees or
other successors in interest. The selling shareholder will act independently of
us in making decisions with respect to the timing, manner and size of each sale.
The selling shareholder may sell its shares on the Nasdaq National Market or
otherwise, at market prices or at negotiated prices. It may sell shares by one
or more of the following means of distribution:
- block trades in which the broker or dealer so engaged will attempt to
sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction;
- purchases by a broker or dealer as principal and resale by the broker
or dealer for its account pursuant to this prospectus;
- over-the-counter distributions in accordance with the rules of the
Nasdaq National Market;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
- privately negotiated transactions.
To the extent required, this prospectus may be amended and supplemented
from time to time to describe a specific plan of distribution. In connection
with distributions of such shares or otherwise, the selling shareholder may
enter into hedging transactions with broker-dealers. In these transactions,
broker-dealers may engage in short sales of the shares in the course of hedging
the positions they assume with the selling shareholder. The selling shareholder
also may sell our common stock short and redeliver the shares to close out such
short positions. The selling shareholder may enter into option or other
transactions with broker-dealers that require the delivery to the broker-dealer
of the shares. The broker-dealer may then resell or otherwise transfer the
shares under this prospectus (as supplemented or amended to reflect such
transaction). The selling shareholder also may loan or pledge the shares to a
broker-dealer, and, upon default, such broker-dealer may sell the pledged shares
pursuant to this prospectus.
In effecting sales, brokers, dealers or agents engaged by the selling
shareholder may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
selling
-10-
<PAGE> 14
shareholder in amounts to be negotiated prior to the sale. Such brokers and
dealers and any other participating brokers and dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales, and any commissions, discounts or concessions received by them,
and any profits on the resale of shares sold by broker-dealers, may be deemed to
be underwriting discounts and commissions under the Securities Act of 1933. We
will pay all reasonable expenses incident to the registration of the common
stock being offered by this prospectus, other than any legal fees of the selling
shareholder and any selling expenses of the selling shareholder, including any
commissions and discounts of underwriters, dealers or agents.
The selling shareholder may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving shares of the common
stock against certain liabilities, including liabilities arising under the
Securities Act of 1933.
At the time a particular offer of shares is made a prospectus
supplement, if required, will be distributed. Such prospectus supplement will
set forth the number of shares being offered and the terms of the offering,
including the name of any underwriter, dealer or agent, the purchase price paid
by any underwriter, any discount, commission and other items constituting
compensation, any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed sales price to the public.
We have the right, upon written notice to the selling shareholder, to
require the selling shareholder to suspend open market offers and sales of the
shares if our board of directors reasonably determines that there is a
significant business purpose for such suspension. We have agreed to use our best
efforts to limit such suspensions to two 60-day periods in any 365-day period.
The selling shareholder and other persons participating in the sale or
distribution of the shares will be subject to the provisions of the Securities
Exchange Act of 1934 and its associated rules and regulations, which provisions
may limit the timing of purchases and sales of shares of our common stock by the
selling shareholder and other such persons.
We have agreed with the selling shareholder to keep the registration
statement of which this prospectus is a part effective until the earlier of:
- October 15, 2001; and
- the date on which the shares offered by this prospectus may be resold
under Rule 144 under the Securities Act of 1933.
VALIDITY OF COMMON STOCK
Certain legal matters in connection with the common stock offered by
this prospectus have been passed upon for us by Perkins Coie LLP, Seattle,
Washington.
EXPERTS
Our financial statements as of December 31, 1999 and 1998, and for each
of the years in the three-year period ended December 31, 1999 have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, NW, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information about the public
reference room. The SEC maintains an Internet site at http://www.sec.gov that
contains reports, proxy and information statements, and other information
regarding
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<PAGE> 15
issuers, including us, that file documents with the SEC electronically. You can
also inspect our SEC filings at the offices of The Nasdaq Stock Market, 1735 K
Street, NW, Washington D.C. 20006.
This prospectus is a part of a registration statement on Form S-3 that
we filed with the SEC with respect to the shares offered by this prospectus.
This prospectus does not contain all of the information that is in the
registration statement. We omitted certain parts of the registration statement
as allowed by the SEC. We refer you to the registration statement and its
exhibits for further information about us and the shares offered by the selling
shareholder.
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is an
important part of this prospectus, and the information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until this offering is completed:
- our Annual Report on Form 10-K for the year ended December 31, 1999;
- our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2000 and June 30, 2000;
- our Special Report on Form 8-K dated October 2, 2000; and
- our Proxy Statement for the 2000 Annual Meeting of Shareholders.
You may request a copy of these filings, at no cost, by writing to or
telephoning us at the address below. However, we will not provide copies of the
exhibits to these filings unless we specifically incorporated by reference the
exhibits in this prospectus.
Melinda G. Kile
Controller
NeoRx Corporation
410 West Harrison Street
Seattle, Washington 98119-4007
(206) 286-2501
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<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts payable, by the registrant in connection with the sale of
common stock being registered. All amounts are estimates except the SEC
registration fee and the Nasdaq National Market additional listing fee.
<TABLE>
<S> <C>
SEC registration fee $ 670
Legal fees and expenses $15,000
Accounting fees and expenses $ 5,000
Miscellaneous fees and expenses $ 2,500
-------
Total $23,170
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article XIII of the registrant's restated articles of
incorporation and Section 12 of the registrant's bylaws provide for
indemnification of the registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law and provide the directors and
officers of the registrant also may be indemnified against liability they may
incur for serving in those capacities pursuant to a liability insurance policy
maintained by the registrant for such purpose.
Section 23B.08.320 of the Washington Business Corporation Act authorizes
a corporation to limit a director's liability to the corporation or its
shareholders for monetary damages for acts or omissions as a director, except in
certain circumstances involving intentional misconduct, knowing violations of
law or illegal corporate loans or distributions, or any transaction from which
the director personally receives a benefit in money, property or services to
which the director is not legally entitled. Article XII of the registrant's
restated articles of incorporation contains provisions implementing, to the
fullest extent permitted by Washington law, such limitations on a director's
liability to the registrant and its shareholders.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
4.1 Article V and Article VI of the Restated Articles of
Incorporation and Bylaws of NeoRx Corporation (incorporated
herein by reference to Exhibit 3.1(e) of the Company's Form 10-K
for the fiscal year ended December 31, 1996)
4.2 Section 1 and Section 4 of the Restated Bylaws of NeoRx
Corporation (incorporated herein by reference to Exhibit 3.2 of
the Company's Form 10-K for the fiscal year ended December 31,
1997)
5.1 Opinion of Perkins Coie LLP, counsel to the registrant,
regarding the legality of the common stock*
23.1 Consent of KPMG LLP, independent certified public accountants
23.2 Consent of Perkins Coie LLP (contained in the opinion filed
as Exhibit 5.1 hereto)*
24.1 Power of attorney *
</TABLE>
----------
* previously filed
<PAGE> 17
ITEM 17. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
D. The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 2 to Registration Statement No. 333-43712 to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Seattle, State of
Washington, on the 27th day of September, 2000.
NeoRx CORPORATION
s/Richard L Anderson
------------------------------------
By: Richard L. Anderson, President
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to Registration Statement No. 333-43712 has been signed by the
following persons in the capacities indicated below on the 27th day of September
2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
*s/ Fred B. Craves
---------------------------------
Fred B. Craves, Ph.D. Chairman of the Board
s/ Paul G. Abrams
---------------------------------
Paul G. Abrams, M.D., J.D. Chief Executive Officer and Director
*s/ Jack L. Bowman
---------------------------------
Jack L. Bowman Director
*s/ Alan A. Steigrod
---------------------------------
Alan A. Steigrod Director
*s/ Carl S. Goldfischer
---------------------------------
Carl S. Goldfischer, M.D. Director
*s/ E. Rolland Dickson
---------------------------------
E. Rolland Dickson, M.D. Director
s/ Richard L. Anderson
---------------------------------
*By: Richard L. Anderson
Attorney-in-Fact
</TABLE>
II-3
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
4.1 Article V and Article VI of the Restated Articles of
Incorporation of NeoRx Corporation (incorporated herein by
reference to Exhibit 3.1(e) of the Company's Form 10-K for
the fiscal year ended December 31, 1996)
4.2 Section 1 and Section 4 of the Restated Bylaws of NeoRx
Corporation (incorporated herein by reference to Exhibit 3.2
of the Company's Form 10-K for the fiscal year ended December
31, 1997)
5.1 Opinion of Perkins Coie LLP, counsel to the registrant,
regarding the legality of the common stock*
23.1 Consent of KPMG LLP, independent certified public accountants
23.2 Consent of Perkins Coie LLP (contained in Exhibit 5.1)*
24.1 Power of attorney *
</TABLE>
--------------
* previously filed
II-4
