UNDER
THIS AGREEMENT, AND THIS AGREEMENT DOES NOT CONFLICT WITH, VIOLATE, OR BREACH OR
CONSTITUTE A DEFAULT OR REQUIRE ANY CONSENT UNDER, ANY CONTRACTUAL OBLIGATION OR
COURT OR ADMINISTRATIVE ORDER BY WHICH SUCH PARTY IS BOUND.
13.2
NEORX' REPRESENTATIONS, WARRANTIES AND COVENANTS.
NeoRx hereby represents, warrants and covenants to AnorMED as follows:
(A)
NEORX HAS BEEN DULY ORGANIZED AND IS
VALIDLY SUBSISTING AND IN GOOD STANDING IN ITS JURISDICTION OF ORGANIZATION AND
HAS THE POWER TO CARRY ON THE BUSINESS AS NOW BEING CONDUCTED BY IT;
(B)
NEORX HAS THE RIGHT TO ENTER INTO THIS
AGREEMENT AND THIS AGREEMENT IS A LEGAL AND VALID OBLIGATION BINDING UPON NEORX
AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS;
(C)
NEORX HAS NOT MADE AND WILL NOT MAKE ANY
COMMITMENTS TO THIRD PARTIES INCONSISTENT WITH OR IN DEROGATION OF NEORX'
OBLIGATIONS UNDER THIS AGREEMENT AND NEORX IS NOT SUBJECT TO ANY OBLIGATIONS
THAT WOULD PREVENT IT FROM ENTERING INTO OR CARRYING OUT ITS OBLIGATIONS UNDER
THIS AGREEMENT; AND
(D)
NEORX SHALL UTILIZE SOUND AND REASONABLE
BUSINESS PRACTICE AND JUDGMENT IN THE PERFORMANCE OF THE DEVELOPMENT PROGRAM,
INCLUDING THE CONDUCT OF CLINICAL STUDIES THEREUNDER, AND IN THE
COMMERCIALIZATION OF THE LICENSED COMPOUNDS AND/OR THE LICENSED PRODUCTS.
13.3
NO WARRANTY.
ANORMED AND NEORX EACH MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, OTHER THAN THOSE
EXPRESSLY SET FORTH IN THIS AGREEMENT, WITH RESPECT TO THE LICENSED COMPOUNDS,
THE LICENSED PRODUCTS, THE ANORMED PATENTS, THE ANORMED KNOW-HOW OR THE
LIKELIHOOD OF SUCCESS IN THE DEVELOPMENT AND COMMERCIALIZATION OF ANY LICENSED
PRODUCT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
ARTICLE 14 TERM AND TERMINATION.
14.1
EXPIRATION.
This Agreement shall commence on the Effective Date and shall continue in full
force and effect until expiration of NeoRx' obligation to pay to AnorMED
royalties pursuant to Sections 7.2 and 7.3 (the "Term").
Upon expiration of the
Term, NeoRx shall have a fully paid, royalty-free right to make, have made, use,
have used, sell, have sold, offer for sale and import Licensed Compounds and
Licensed Products without further obligation to AnorMED.
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14.2
TERMINATION.
This Agreement may be terminated by either party only in accordance with the
terms and conditions set out in this Article 14.
14.3
TERMINATION BY NEORX.
NeoRx may terminate this Agreement:
(A)
IN ITS ENTIRETY, AT ANY TIME UPON 120 DAYS
PRIOR WRITTEN NOTICE OF SUCH TERMINATION TO ANORMED; OR
(B)
IN RESPECT OF THE DEVELOPMENT AND/OR
COMMERCIALIZATION OF ANY OR ALL LICENSED COMPOUNDS AND/OR LICENSED PRODUCTS IN
ANY COUNTRY OR COUNTRIES IN THE TERRITORY, AT NEORX' OPTION, AT ANY TIME AFTER
BOTH THE RECEIPT OF NDA APPROVAL OF THE LICENSED PRODUCT IN THE UNITED STATES
AND THE RECEIPT OF THE EQUIVALENT HEALTH REGULATORY APPROVAL IN THE EUROPEAN
UNION, UPON 180 DAYS PRIOR WRITTEN NOTICE OF SUCH TERMINATION TO ANORMED;
in which case:
(C)
IN THE EVENT NEORX TERMINATES THIS
AGREEMENT IN ITS ENTIRETY, THEN WITHOUT FURTHER ACTION ON THE PART OF EITHER
PARTY: