OR (C) BEING REFERRED TO
HEREIN AS "MATERIAL ADVERSE EFFECT"); OR (4) ANY STATUTE, RULE OR GOVERNMENTAL
REGULATION APPLICABLE TO NEORX, WHICH VIOLATION OR DEFAULT WOULD, INDIVIDUALLY
OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(II)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
NEORX OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT AND WILL
NOT REQUIRE ANY CONSENT, APPROVAL, AUTHORIZATION OR PERMIT OF, OR FILING WITH OR
WITHOUT NOTIFICATION TO, ANY GOVERNMENTAL OR REGULATORY AUTHORITY, UNITED STATES
OR FOREIGN, EXCEPT (1) AS MAY BE REQUIRED BY THE HART-SCOTT-RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED, TOGETHER WITH THE RULES AND REGULATIONS
THEREUNDER, AND ANY SIMILAR FOREIGN ANTITRUST LAW OR REGULATION ("ANTITRUST
LAWS"); (2) FOR APPLICABLE REQUIREMENTS, IF ANY, OF THE SECURITIES ACT OF 1933,
AS AMENDED, INCLUDING THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE
"SECURITIES ACT"), OR SECURITIES LAWS OF THE VARIOUS STATES OF THE UNITED STATES
(THE "BLUE SKY LAWS"); AND (3) WHERE THE FAILURE TO OBTAIN SUCH CONSENTS,
APPROVALS, AUTHORIZATIONS OR PERMITS, OR TO MAKE SUCH FILINGS OR NOTIFICATIONS,
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(D)
CAPITAL STOCK. NEORX HAS RESERVED A
SUFFICIENT NUMBER OF SHARES OF COMMON SHARES FOR ISSUANCE TO ANORMED IN
ACCORDANCE WITH NEORX'S OBLIGATIONS UNDER THIS AGREEMENT ON OR PRIOR TO EACH OF
THE SHARE PAYMENT DATES.
(E)
VALIDITY OF COMMON SHARES. THE COMMON
SHARES ISSUED ON EACH SHARE PAYMENT DATE, WHEN ISSUED, SOLD AND DELIVERED IN
ACCORDANCE WITH THE TERMS AND FOR THE CONSIDERATION SET FORTH IN THIS AGREEMENT,
SHALL BE DULY AND VALIDLY ISSUED AND OUTSTANDING, FULLY PAID, NONASSESSABLE AND
FREE AND CLEAR OF ALL SECURITY INTERESTS, PLEDGES, MORTGAGES, LIENS, TAXES,
PROXIES, CHARGES, ADVERSE CLAIMS OF OWNERSHIP OR USE, AND RESTRICTIONS,
INCLUDING PRE-EMPTIVE RIGHTS, RIGHTS OF FIRST REFUSAL AND OTHER SIMILAR RIGHTS,
RESTRICTIONS ON THE RESALE, USE, VOTING, RECEIPT OF INCOME OR OTHER EXERCISE OF
ANY ATTRIBUTES OF OWNERSHIP AND RESTRICTIONS ON TRANSFER, DEFECTS OF TITLE OR
OTHER ENCUMBRANCE OF ANY KIND OR CHARACTER ENTITLING ANY PERSON TO PURCHASE OR
ACQUIRE AN OWNERSHIP INTEREST IN ANY OF SUCH COMMON SHARES, OTHER THAN
RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT AND UNDER FEDERAL AND STATE
SECURITIES LAWS.
(F)
SEC FILINGS; FINANCIAL STATEMENTS.
(I)
NEORX HAS TIMELY FILED ALL FORMS,
REPORTS AND DOCUMENTS REQUIRED TO BE FILED BY IT WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") SINCE DECEMBER 31, 2002 (THE "SEC REPORTS")
INCLUDING, ITS (1) MOST RECENT ANNUAL REPORT ON FORM 10-K; (2) EACH QUARTERLY
REPORT ON FORM 10-Q FILED WITH THE SEC SINCE THE DATE OF ITS MOST RECENT ANNUAL
REPORT ON FORM 10-K; (3) MOST RECENT PROXY STATEMENT FOR THE ANNUAL MEETING OF
STOCKHOLDERS; AND (4) ALL CURRENT REPORTS ON FORM 8-K FILED WITH THE SEC SINCE
THE DATE OF NEORX'S MOST RECENT REPORT ON FORM 10-Q. NEORX HAS FILED ADDITIONAL
REPORTS AND DOCUMENTS WITH THE SEC THAT MAY BE ACCESSED AT . AS OF
THEIR RESPECTIVE DATES, THE SEC REPORTS: (A) WERE PREPARED IN ACCORDANCE WITH
THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,