DEPOSIT AGREEMENT

Account Control Agreement

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Title: DEPOSIT AGREEMENT
Governing Law: New York Date: 3/5/2004
Industry: BIOTRX Sector: HEALTH

Exhibit 4

Exhibit 4.7

ALLOS THERAPEUTICS, INC.

and

As Depositary

and

HOLDERS OF DEPOSITARY RECEIPTS

Dated as of

TABLE OF CONTENTS

ARTICLE I		DEFINITIONS

ARTICLE II		FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION AND REPURCHASE OF RECEIPTS

	Section 2.1.		Form and Transfer of Receipts

	Section 2.2.		Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof

	Section 2.3.		Redemption and Repurchase of Stock

	Section 2.4.		Register of Transfer of Receipts

	Section 2.5.		Combination and Split-ups of Receipts

	Section 2.6.		Surrender of Receipts and Withdrawal of Stock

	Section 2.7.		Limitations on Execution and Delivery, Transfer, Split-up, Combination and Surrender of Receipts and Withdrawal or Deposit of Stock

	Section 2.8.		Lost Receipts, etc

	Section 2.9.		Cancellation and Destruction of Surrendered Receipts

	Section 2.10.		Conversion

ARTICLE III		CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

	Section 3.1.		Filing Proofs, Certificates and Other Information

	Section 3.2.		Payment of Taxes or Other Governmental Charges

	Section 3.3.		Withholding

	Section 3.4.		Representations and Warranties as to Stock

ARTICLE IV		THE STOCK, NOTICES

	Section 4.1.		Cash Distributions

	Section 4.2.		Distributions Other Than Cash

	Section 4.3.		Subscription Rights, Preferences or Privileges

	Section 4.4.		Notice of Dividends, Fixing of Record Date for Holders of Receipts

	Section 4.5.		Voting Rights

	Section 4.6.		Changes Affecting Stock and Reclassifications, Recapitalizations, etc

	Section 4.7.		Reports

	Section 4.8.			Lists of Receipt Holders

ARTICLE V		THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE COMPANY

	Section 5.1.			Maintenance of Offices, Agencies, Transfer Books by the Depositary; the Registrar

	Section 5.2.			Prevention or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company

	Section 5.3.			Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company

	Section 5.4.			Resignation and Removal of the Depositary, Appointment of Successor Depositary

	Section 5.5.			Corporate Notices and Reports

	Section 5.6.			Deposit of Stock by the Company

	Section 5.7.			Indemnification by the Company

	Section 5.8.			Fees, Charges and Expenses

ARTICLE VI			AMENDMENT AND TERMINATION

	Section 6.1.			Amendment

	Section 6.2.			Termination

ARTICLE VII		MISCELLANEOUS

	Section 7.1.			Counterparts

	Section 7.2.			Exclusive Benefits of Parties

	Section 7.3.			Invalidity of Provisions

	Section 7.4.			Notices

	Section 7.5.			Depositary’s Agents

	Section 7.6.			Holders of Receipts Are Parties

	Section 7.7.			Governing Law

	Section 7.8.