1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                            -------------------------


                                    FORM 8-K

                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 April 19, 2001
                      ------------------------------------
                                (Date of Report)



                                NEORX CORPORATION
- --------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

         WASHINGTON                      0-14116                 91-1261311
- -----------------------------  ---------------------------   -------------------
(State or Other Jurisdiction      (Commission File No.)         (IRS Employer
      of Incorporation)                                      Identification No.)

            410 WEST HARRISON STREET, SEATTLE, WASHINGTON 98119-4007
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (206) 281-7001
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


   2
ITEM 2. ACQUISITION OR DISPOSITIONS OF ASSETS

        On April 19, 2001, NeoRx Corporation ("NeoRx") completed the purchase of
certain radiopharmaceutical manufacturing assets of International Isotopes Inc.
("I3") located in Denton, Texas, pursuant to an Asset Purchase Agreement dated
March 20, 2001. The acquired assets, which consist of both real and personal
property, will be held in the name of NRX Acquisition Corporation ("NRX"), a
wholly owned subsidiary of NeoRx.

        Consideration for the assets consisted of payment by NeoRx of $6 million
in cash on hand, assumption by NeoRx and NRX of $6 million of restructured debt
of I3 held by Texas State Bank, McAllen, Texas (the "Loan"), and issuance by
NeoRx to I3 of a three-year warrant to purchase, at an exercise price of $10 per
share, up to 800,000 shares of NeoRx common stock (the "Warrant Shares"). NeoRx
has agreed to file a registration statement to register the Warrant Shares for
resale upon satisfaction of certain conditions. In connection with the Loan,
NeoRx and NRX granted Texas State Bank a security interest in the assets
acquired in this transaction. The purchase price for the assets was determined
by good faith arms' length negotiation between the parties.

        Prior to the acquisition of assets, NeoRx and I3 had entered into
Clinical Manufacture and Supply Agreement dated as of February 21, 2000,
pursuant to which I3 was to install and qualify a manufacturing facility and
process for the pending phase III clinical trials of NeoRx's proposed Skeletal
Targeted Radiation ("STR") product. As previously reported, NeoRx's STR trials
currently are on clinical hold with the U.S. Federal Drug Administration. The
assets acquired relate to the radiopharmaceutical manufacturing facilities and
process envisioned under this contract, which contract could not be performed by
I3 because of lack of funding. NeoRx intends to use the assets primarily to
produce NeoRx's STR and other products in development. Additionally, it intends
to explore select opportunities to provide manufacturing contract services to
third parties.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Financial Statements of Business Acquired; (b) Pro Forma Financial
    Information.

Not applicable. The acquisition of assets in this case does not involve a
        "business" within the meaning of Rule 11-02 under Regulation S-X.

(c) Exhibits.

Exhibit 10.1. Asset Purchase Agreement between NeoRx Corporation and
        International Isotopes Inc. dated March 20, 2001 (incorporated herein by
        reference to Exhibit 10.21 to NeoRx's Annual Report on Form 10-K for the
        year ended December 31, 2000)


   3
                                    SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                NEORX CORPORATION

Dated:  April 23, 2001               By   /s/ Paul G. Abrams
                                          -------------------------------------
                                          Paul G. Abrams
                                          President and Chief Executive Officer

                                      -2-
   4
                                  EXHIBIT INDEX

Exhibit 10.1. Asset Purchase Agreement between NeoRx Corporation and
        International Isotopes Inc. dated March 20, 2001 (incorporated herein by
        reference to Exhibit 10.21 to NeoRx's Annual Report on Form 10-K for the
        year ended December 31, 2000)


                                      -3-