SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOLDFISCHER CARL

(Last)

(First)

(Middle)

BAY CITY CAPITAL, LLC

750 BATTERY STREET

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEORX CORP [ NERX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/26/2006		C		71,283	A	$0.7	71,283	I	See footnote⁽¹⁾⁽²⁾
Common Stock	04/26/2006		P		1,244,935	A	$0.7	1,316,218	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$0.7	04/26/2006		C			$49,898.38	02/01/2006	05/31/2006	Common Stock	71,283	$0	$0	I	See footnote⁽²⁾⁽⁴⁾
Common Stock Warrants (right to buy)	$0.77	04/26/2006		P		359,481		04/26/2006	04/26/2011	Common Stock	359,481	$0	359,481	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Represents the direct and indirect interest of Dr. Goldfischer in 1,137,149 shares of Common Stock purchased by Bay City Capital Fund IV, L.P. ("Fund IV") and 24,511 shares of Common Stock purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV"), in each case upon the automatic conversion of convertible promissory notes of the Company purchased pursuant to a Note and Warrant Purchase Agreement, dated February 1, 2006, by and among the Company, Fund IV, Co-Investment Fund IV and other investors. Dr. Goldfischer is a limited partner in Fund IV and a member of Bay City Capital Management IV, LLC ("Management IV"), the general partner of Fund IV and Co-Investment Fund IV. Dr. Goldfischer is also a member and manager of Bay City Capital LLC, a member and the manager of Management IV. Dr. Goldfischer disclaims any beneficial ownership in any of such shares.

2. The convertible promissory notes were not previously reported on Form 4 because the conversion of the notes was contingent upon the approval of the transaction by the Company's shareholders and the conversion price was not fixed until such approval was obtained.

3. Represents the direct and indirect interest of Dr. Goldfischer in 19,859,838 shares of Common Stock purchased by Bay City Capital Fund IV, L.P. ("Fund IV") and 428,075 shares of Common Stock purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV") pursuant to a Securities Purchase Agreement, dated February 1, 2006, by and among the Company, Fund IV, Co-Investment Fund IV and other investors. Dr. Goldfischer is a limited partner in Fund IV and a member of Bay City Capital Management IV, LLC ("Management IV"), the general partner of Fund IV and Co-Investment Fund IV. Dr. Goldfischer is also a member and manager of Bay City Capital LLC, a member and the manager of Management IV. Dr. Goldfischer disclaims any beneficial ownership in any of such shares.

4. Represents the direct and indirect interest of Dr. Goldfischer in $796,004.26 (principal and interest) in convertible promissory notes purchased by Bay City Capital Fund IV, L.P. ("Fund IV") and $17,157.72 (principal and interest) in convertible promissory notes purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV"), pursuant to a Note and Warrant Purchase Agreement, dated February 1, 2006, by and among the Company, Fund IV, Co-Investment Fund IV and other investors. Dr. Goldfischer is a limited partner in Fund IV and a member of Bay City Capital Management IV, LLC ("Management IV"), the general partner of Fund IV and Co-Investment Fund IV. Dr. Goldfischer is also a member and manager of Bay City Capital LLC, a member and the manager of Management IV. Dr. Goldfischer disclaims any beneficial ownership in any of such shares.

5. Represents the direct and indirect interest of Dr. Goldfischer in 5,734,633 shares of Common Stock issuable upon the exercise of warrants purchased by Bay City Capital Fund IV, L.P. ("Fund IV") and 123,608 shares of Common Stock issuable upon the exercise of warrants purchased by Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment Fund IV"), in each case pursuant to a Securities Purchase Agreement, dated February 1, 2006, by and among the Company, Fund IV, Co-Investment Fund IV and other investors. Dr. Goldfischer is a limited partner in Fund IV and a member of Bay City Capital Management IV, LLC ("Management IV"), the general partner of Fund IV and Co-Investment Fund IV. Dr. Goldfischer is also a member and manager of Bay City Capital LLC, a member and the manager of Management IV. Dr. Goldfischer disclaims any beneficial ownership in any of such shares.

	/s/ Carl Goldfischer	04/27/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.