AS AMENDED (THE
"EXCHANGE ACT"); AND (B) DID NOT AT THE TIME THEY WERE FILED CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT
29
TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING. EXCEPT TO THE EXTENT THAT INFORMATION CONTAINED IN ANY SEC
REPORT HAS BEEN UPDATED, REVISED, SUPPLEMENTED OR AMENDED BY A LATER-FILED SEC
REPORT, NONE OF THE SEC REPORTS CONTAINS AN UNTRUE STATEMENT OF MATERIAL FACT OR
OMITS TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING. AS OF THE DATE OF THIS AGREEMENT, NO SUBSIDIARY
OF NEORX IS SUBJECT TO THE REPORTING REQUIREMENTS OF THE EXCHANGE ACT.
(II)
EACH OF THE FINANCIAL STATEMENTS
(INCLUDING, IN EACH CASE, ANY NOTES THERETO) CONTAINED IN THE SEC REPORTS
(COLLECTIVELY, THE "FINANCIAL STATEMENTS") (1) COMPLIED AS TO FORM IN ALL
MATERIAL RESPECTS WITH THE PUBLISHED RULES AND REGULATIONS OF THE SEC APPLICABLE
THERETO; (2) WERE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES APPLIED ON A CONSISTENT BASIS THROUGHOUT THE PERIODS COVERED (EXCEPT
AS MAY BE INDICATED IN THE NOTES TO SUCH FINANCIAL STATEMENTS OR, IN THE CASE OF
UNAUDITED STATEMENTS, AS PERMITTED BY FORM 10-Q OF THE SEC, AND EXCEPT THAT THE
UNAUDITED FINANCIAL STATEMENTS MAY NOT CONTAIN FOOTNOTES AND ARE SUBJECT TO
NORMAL AND RECURRING YEAR-END ADJUSTMENTS THAT DID NOT AND WILL NOT,
INDIVIDUALLY OR IN THE AGGREGATE, BE MATERIAL IN AMOUNT); AND (3) FAIRLY PRESENT
IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF NEORX AS OF THE
RESPECTIVE DATES THEREOF AND THE CONSOLIDATED RESULTS OF OPERATIONS AND CASH
FLOWS OF NEORX FOR THE PERIODS COVERED THEREBY. THE AUDITORS WHO HAVE CERTIFIED
THE FINANCIAL STATEMENTS OF NEORX CONTAINED IN THE SEC REPORTS ARE INDEPENDENT
PUBLIC ACCOUNTANTS AS REQUIRED BY THE SECURITIES ACT AND THE RULES AND
REGULATIONS THEREUNDER. EXCEPT AS DISCLOSED IN THE SEC REPORTS AND EXCEPT FOR
MATTERS WHICH ARE NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, NEORX HAS NO OBLIGATIONS OR LIABILITIES, WHETHER
OR NOT ACCRUED, CONTINGENT OR OTHERWISE AND WHETHER OR NOT REQUIRED TO BE
DISCLOSED.
(G)
SARBANES-OXLEY. NEORX'S PRINCIPAL EXECUTIVE
OFFICER AND PRINCIPAL FINANCIAL OFFICER HAVE EVALUATED THE EFFECTIVENESS OF
NEORX'S
DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES
13A-15(E) AND 15D-15(E)) DESCRIBED IN THE SEC REPORTS, AND THE CONCLUSIONS
REGARDING THE EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES SET FORTH
IN THE SEC REPORTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS. THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER AND THE VICE PRESIDENT, FINANCE OF NEORX HAVE
SIGNED, AND NEORX HAS FURNISHED TO THE SEC, ALL CERTIFICATIONS REQUIRED BY
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002; SUCH CERTIFICATIONS CONTAIN NO
QUALIFICATIONS OR EXCEPTIONS TO THE MATTERS CERTIFIED THEREIN, EXCEPT AS TO
KNOWLEDGE, AND HAVE NOT BEEN MODIFIED