WHICH IMPOSES
ON THE INDEMNIFIED PARTY ANY LIABILITY OR OBLIGATION WHICH CANNOT BE ASSUMED AND
PERFORMED IN FULL BY THE INDEMNIFYING PARTY, AND PROVIDED FURTHER THAT REFUSAL
OF THE INDEMNIFIED PARTY TO CONSENT TO ANY SETTLEMENT AGREED TO BY THE
INDEMNIFYING PARTY SHALL LIMIT THE INDEMNIFYING PARTY'S OBLIGATION UNDER THIS
ARTICLE 15 TO THE TERMS REFUSED BY THE INDEMNIFIED PARTY.
ARTICLE 16 REPRESENTATIONS AND WARRANTIES OF NEORX.
16.1
REPRESENTATIONS AND WARRANTIES
NeoRx hereby represents and warrants the following as of the date hereof and as
of the date that each milestone payment is made in shares of NeoRx Common Shares
pursuant to Sections 6.3(a) and 6.3(b) (each a "Share Payment Date"):
(A)
CORPORATE ORGANIZATION AND AUTHORITY.
NEORX:
(I)
IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING, AUTHORIZED TO EXERCISE ALL ITS CORPORATE POWERS, RIGHTS AND
PRIVILEGES, AND IN GOOD STANDING IN THE STATE OF WASHINGTON; AND
(II)
HAS CORPORATE POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND TO CARRY OUT THE TRANSACTIONS CONTEMPLATED HEREIN.
(B)
AUTHORIZATION.
ALL NECESSARY CORPORATE
ACTION ON THE PART OF NEORX FOR THE EXECUTION AND DELIVERY OF THIS AGREEMENT HAS
BEEN TAKEN AND ALL NECESSARY CORPORATE ACTION ON THE PART OF NEORX FOR THE
ISSUANCE AND DELIVERY OF THE COMMON SHARES BEING ISSUED ON EACH SHARE PAYMENT
DATE SHALL HAVE BEEN TAKEN PRIOR TO SUCH SHARE PAYMENT DATE. THIS AGREEMENT
CONSTITUTES A VALID AND LEGALLY BINDING OBLIGATION OF NEORX ENFORCEABLE IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY,
REORGANIZATION,
28
INSOLVENCY, MORATORIUM AND SIMILAR LAWS OF GENERAL APPLICATION RELATING TO OR
AFFECTING THE ENFORCEMENT OF RIGHTS OF CREDITORS, AND EXCEPT AS ENFORCEABILITY
MAY BE LIMITED BY PRINCIPLES OF PUBLIC POLICY, AND TO RULES OF LAW GOVERNING
SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF AND OTHER EQUITABLE REMEDIES.
(C)
NO CONFLICTS; REQUIRED FILINGS.
(I)
THE PERFORMANCE BY NEORX OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN DO NOT VIOLATE, OR CONSTITUTE
A DEFAULT UNDER, AND WILL NOT RESULT IN ANY VIOLATION OF OR CONSTITUTE A DEFAULT
UNDER, WITH OR WITHOUT THE PASSAGE OF TIME OR THE GIVING OF NOTICE OF (1) ANY
PROVISION OF NEORX'S CHARTER OR BYLAWS AS IN EFFECT ON THE RELEVANT SHARE
PAYMENT DATE; (2) ANY PROVISION OF ANY JUDGMENT, DECREE OR ORDER TO WHICH NEORX
IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTIES IS BOUND; (3) ANY CONTRACT,
OBLIGATION OR COMMITMENT TO WHICH NEORX IS A PARTY OR BY WHICH IT OR ANY OF ITS
PROPERTIES IS BOUND, WHICH VIOLATION OR DEFAULT WOULD, INDIVIDUALLY OR IN THE
AGGREGATE, (A) PREVENT OR MATERIALLY DELAY CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED UNDER THIS AGREEMENT, (B) OTHERWISE HAVE A MATERIAL ADVERSE EFFECT
ON THE ABILITY OF NEORX TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND (C)
INDIVIDUALLY OR IN THE AGGREGATE, RESULT IN ANY CHANGE, EVENT, DEVELOPMENT,
EFFECT OR CONDITION THAT IS OR IS REASONABLY LIKELY TO BE MATERIALLY ADVERSE TO
THE ASSETS, LIABILITIES, BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS
OF NEORX (EACH OF THE FOREGOING ITEMS IN (A), (B)