definiens: means any material adverse effect on the operation, properties or financial condition of ENZON and it 's subsidiaries taken as a whole.10.10 As of June 30, 1995 ENZON has the requisite corporate power and authority to enter into and perform its obliqations under the 1995 letter amendment, the execution and delivery of the June 30, 1995 letter ammendment by ENZON and the consummation by it of -the transaction contemplated herein ha .. y, tt p~ ~ . by ENZON 's Board of Directors and no further consent or authorization of ENZON 's Board of Directors or stockholders is required . The June 30, 1995 letter amendment has been duly executed and delivered by ENZON, and constitutes a valid and bindinq obliqation of ENZON enforceable aqainst ENZON in accordance with it 's terms, except as such enforceability may be limited by applicable bankruptcy, insol veney, or reorqanization, moratorium, liquidation, or similar laws relatinq to, or effecting qenerally the enforcement of creditor 's riqhts and remedies or by other equitable principles of general application.10.11 ENZON represents and warrants that the representations and warranties provided in Article 10.1 and 10.2 of the Agreement shall also apply and be bindinq on ENZON with respect to such Know - How transfer to SCHERING under Article 3.2(b ) above and to SCHERING 's or Confidential Treatment Requested by [COMPANY], Inc. 11 ENZON 002249 it 's Affiliates manufacture of Bulk Concentrate or Agreement Product based on the use of such Know - How.10.12 As of June 30, 1995, ENZON represents and warrants that there is no judicial or administrative action or other proceeding pending or, to the best of it 's knowledge, threatened, nor to the best of it 's knowledge is there any governmental investigation pending or threatened that questions the validity of any of the transactions contemplated under the June 30, 1995 letter amendment . " ~ .