SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

EVNIN LUKE

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON ST., 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2006

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	35,749,286	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant to Purchase Common Stock (Right to Buy)	⁽²⁾	02/01/2011	Common Stock	950,548	$0.77	I	See Footnote⁽³⁾
Warrant to Purchase Common Stock (Right to Buy)	⁽²⁾	04/26/2011	Common Stock	9,763,733	$0.77	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

EVNIN LUKE

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON ST., 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GALAKATOS NICHOLAS

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON ST., 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HENNER DENNIS

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON ST., 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

STEINMETZ MICHAEL

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON ST., 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GADICKE ANSBERT

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON ST., 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WHEELER KURT

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON ST., 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares are held as follows: 29,799,353 by MPM BioVentures III-QP, L.P. ("BV III QP"), 2,003,747 by MPM BioVentures III, L.P. ("BV III"), 527,839 by MPM Asset Management Investors 2005 BVIII LLC ("AM 2005"), 900,167 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 2,518,180 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III and BV Parallel and BV KG. Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the members of MPM III LLC and AM 2005. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

2. Immediately.

3. The shares subject to the warrants are held as follows: 792,344 by BV III QP, 53,278 by BV III, 14,035 by AM 2005, 23,935 by BV Parallel and 66,956 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

4. The shares subject to the warrants are held as follows: 8,138,708 by BV III QP, 547,257 by BV III, 144,161 by AM 2005, 245,850 by BV Parallel and 687,757 by BV KG. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.

Remarks:

See Form 3 for MPM BioVentures III LLC for additional members of this joint filing.

	/s/ Luke Evnin	04/27/2006
	/s/ Nicholas Galakatos	04/27/2006
	/s/ Dennis Henner	04/27/2006
	/s/ Michael Steinmetz	04/27/2006
	/s/ Ansbert Gadicke	04/27/2006
	/s/ Kurt Wheeler	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 5 (b)(v).
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