OR WITHDRAWN; AND NEITHER NEORX NOR ANY OF
ITS OFFICERS HAS RECEIVED NOTICE FROM ANY GOVERNMENTAL ENTITY QUESTIONING OR
CHALLENGING THE ACCURACY, COMPLETENESS, CONTENT, FORM OR MANNER OF FILING OR
SUBMISSION OF SUCH CERTIFICATIONS.
(H)
PRIVATE OFFERING. SUBJECT TO THE ACCURACY OF
ANORMED'S REPRESENTATIONS SET FORTH IN SECTION 17.1(C), SECTION 17.1(F) AND
SECTION 17.1(H), THE OFFER, SALE AND ISSUANCE OF THE SHARES IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT IS IN COMPLIANCE WITH ALL APPLICABLE LAWS, EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT AND EXEMPT
FROM APPLICABLE STATE REGISTRATION OR QUALIFICATION REQUIREMENTS, OTHER THAN
THOSE WITH WHICH NEORX HAS COMPLIED OR WILL COMPLY.
(I)
NASDAQ COMPLIANCE. NEORX'S COMMON SHARES
ARE REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT AND IS LISTED ON
THE NASDAQ SMALLCAP MARKET, AND NEORX HAS TAKEN NO ACTION DESIGNED TO, OR LIKELY
TO HAVE THE EFFECT OF, TERMINATING THE REGISTRATION OF THE COMMON SHARES UNDER
THE EXCHANGE ACT OR DELISTING THE COMMON SHARES FROM THE NASDAQ SMALLCAP MARKET.
(J)
INVESTMENT COMPANY. NEORX IS NOT AN
"INVESTMENT COMPANY" OR AN "AFFILIATED PERSON" OF, OR "PROMOTER" OR "PRINCIPAL
UNDERWRITER" FOR AN INVESTMENT COMPANY, WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.
(K)
LITIGATION. EXCEPT AS DISCLOSED IN THE SEC
REPORTS, THERE IS NO LEGAL ACTION, SUIT, ARBITRATION OR OTHER LEGAL,
ADMINISTRATIVE OR GOVERNMENTAL PROCEEDING PENDING OR, TO NEORX'S KNOWLEDGE,
THREATENED AGAINST NEORX THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
30
ARTICLE 17 REPRESENTATIONS AND WARRANTIES OF ANORMED.
17.1
REPRESENTATIONS AND WARRANTIES
AnorMED hereby represents and warrants to NeoRx the following:
(A)
AUTHORIZATION. ALL NECESSARY CORPORATE
ACTION ON THE PART OF ANORMED FOR THE EXECUTION, DELIVERY AND PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND FOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY HAS BEEN TAKEN. THIS AGREEMENT CONSTITUTES A VALID AND
LEGALLY BINDING OBLIGATION OF ANORMED ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(B)
CORPORATE ORGANIZATION AND AUTHORITY.
ANORMED IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING
UNDER THE LAWS OF CANADA. ANORMED HAS THE CORPORATE POWER, AUTHORITY AND
CAPACITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT AND ANY DOCUMENT CONTEMPLATED TO BE DELIVERED HEREBY.
(C)
PURCHASE ENTIRELY FOR OWN ACCOUNT. THIS
AGREEMENT IS MADE WITH ANORMED IN RELIANCE UPON ANORMED'S REPRESENTATION TO
NEORX, WHICH BY ANORMED'S EXECUTION OF THIS AGREEMENT ANORMED HEREBY CONFIRMS,
THAT THE COMMON SHARES TO BE PURCHASED BY ANORMED WILL BE ACQUIRED FOR
INVESTMENT FOR ANORMED'S OWN ACCOUNT, NOT AS A NOMINEE OR AGENT, AND NOT WITH A
VIEW TO THE RESALE OR DISTRIBUTION OF ANY PART THEREOF. ANORMED HAS NO PRESENT
INTENTION OF SELLING, GRANTING ANY PARTICIPATION IN OR OTHERWISE DISTRIBUTING
THE SAME. BY EXECUTING THIS AGREEMENT, ANORMED FURTHER REPRESENTS THAT ANORMED
DOES NOT PRESENTLY HAVE ANY CONTRACT, UNDERTAKING, AGREEMENT OR ARRANGEMENT WITH
ANY PERSON TO SELL, TRANSFER OR GRANT PARTICIPATIONS TO SUCH PERSON OR TO ANY
THIRD PERSON, WITH RESPECT TO ANY OF THE COMMON SHARES AND