Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. Except as set forth in the Transaction Documents or in Schedules 3.16 or 3.17 hereto, Adherex is not a party or subject to or bound by: (a) any contract or agreement (i) involving a potential commitment or payment by Adherex in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ notice; (c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Adherex to compete in any line of business or with any person or entity; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products except in the ordinary course of business consistent with past practices; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements or other agreements with present or former officers, directors, employees or Shareholders of Adherex, or persons related to or affiliated with such persons; (g) any share redemption or purchase agreements or other agreements affecting or relating to any shares of capital stock of Adherex, including, without limitation, any agreement with any stockholder of Adherex which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (h) any pension, profit sharing, bonus, retirement, severance or stock option plans; (i) any royalty, dividend or similar arrangement based on the revenues or profits of Adherex or any contract or agreement involving fixed price or fixed volume arrangements; (j) any joint venture, partnership, manufacturer, development or supply agreement; (k) any acquisition, merger or similar agreement; (l) any contract with any governmental entity; or (m) any other material contract not executed in the ordinary course of business. All contracts, agreements, leases and instruments set forth on Schedule 3.17 hereto are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex and, to the knowledge of Adherex, of the other parties thereto, and are enforceable in accordance with their respective terms. Adherex does not have any knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither Adherex nor, to the knowledge of Adherex, any other party, is in default in complying with any provisions of any such contract, agreement, lease or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, would constitute a default thereunder on the part of Adherex, except for any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Other than the Transaction Documents, Adherex US is not a party to, or bound by, any agreement (written or oral), indenture, mortgage, guaranty or other instrument.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Transaction Documents or in Schedules 3.16 or 3.17 heretoDisclosure Schedule (with, Adherex to the extent written, true and correct copies of, and, to the extent oral, true and correct descriptions of, each agreement referred to therein provided to the Buyer), neither the Company nor any of its Subsidiaries is not a party or subject to or bound by: (a) any contract or agreement (i) involving a potential commitment or payment by Adherex the Company and/or any of its Subsidiaries in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of business100,000; (b) any contract, lease or agreement which is not cancelable by Adherex the Company and/or any of its Subsidiaries without penalty on not less than ninety (90) days’ days notice; (c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Adherex the Company and/or any of its Subsidiaries to compete in any line of business or with any person or entity; (d) any contract or agreement relating to the licensing, distribution, development, purchase, purchase or sale or servicing of any of its products except in the ordinary course of business consistent with past practicesIntellectual Property Assets; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements or other agreements with present or former officers, directors, employees or Shareholders of Adherex, or persons related to or affiliated with such persons; (g) any share redemption or purchase agreements or other agreements affecting or relating to the share capital of the Company and/or any shares of capital stock of Adherexits Subsidiaries, including, without limitation, any agreement with any stockholder shareholder of Adherex the Company or any of its Subsidiaries which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (hg) any pension, profit sharing, bonus, retirement, severance retirement or stock share option plans; (ih) any royalty, dividend or similar arrangement based on the revenues or profits of Adherex the Company or any of its Subsidiaries or any contract or agreement involving fixed price or fixed volume arrangements; (ji) any joint venture, partnership, manufacturer, development or supply agreementagreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any other Person or the payment of commissions by the Company; (kj) any acquisition, merger or similar agreement; (k) any collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any Governmental Authority, including any quasi-governmental entity; or; (m) any other material contract not executed in the ordinary course of business; or (n) any other material contract. All such contracts, agreements, leases and instruments set forth on Schedule 3.17 hereto are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex the Company and/or any of its Subsidiaries and, to the knowledge of Adherexthe Company (without any inquiry), of the other parties thereto, and are enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; and (ii) limitations on the enforcement of the remedy of specific performance and other equitable remedies. Adherex does not have any The Company has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments, which termination has had, or could reasonably be expected to have, a Material Adverse Effect. Neither Adherex the Company nor any of its Subsidiaries nor, to the knowledge of Adherexthe Company, any other party, party is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which has had, or could reasonably be expected to have, a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, would could constitute a default thereunder on the part of Adherexthe Company or any of its Subsidiaries, except for any such default, condition, event or fact that, individually or in the aggregate, would that has had, or could not reasonably be expected to have have, a Material Adverse Effect. Other than the Transaction Documents, Adherex US is not a party to, or bound by, any agreement (written or oral), indenture, mortgage, guaranty or other instrument.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Transaction Documents Target Disclosure Schedule (with true and correct copies delivered to Acquiror or in Schedules 3.16 or 3.17 heretoits counsel), Adherex as of the date of this Agreement, Target is not currently a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement (i) involving a potential commitment or payment by Adherex in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of businesswith any labor union; (b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ noticecreating any obligation of Target to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Target's products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Adherex Target to compete in any line of business or with any person or entity; (de) any material license agreement (as licensor or licensee); (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business consistent with past practices$50,000; (eg) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $50,000 or any pledge or security arrangement; (fh) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts, non-competition agreements contracts or other agreements with present or former officers, directors, employees directors or Shareholders stockholders of Adherex, or persons related to or affiliated with such personsTarget; (gj) any share stock redemption or purchase agreements or other agreements affecting or relating to any shares of the capital stock of AdherexTarget, including, including without limitation, limitation any agreement with any stockholder of Adherex Target which includes without limitation, anti-dilution rights, registration rights, voting arrangementsarrangements or operating covenants, operating covenants or similar provisionsbut excluding agreements evidencing options to purchase common stock to the extent such options are listed in Section 3.5(a)(ii) of the Target Disclosure Schedule; (hk) any pension, profit sharing, bonus, retirement, severance or stock option plans; (i) agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of Adherex or any contract or agreement involving fixed price or fixed volume arrangementsTarget; (jl) any joint venture, partnership, manufacturer, development or supply agreement; (k) any executory acquisition, merger or similar agreement; (lm) any material contract with a governmental body under which Target may have an obligation for renegotiation; (n) any governmental entitysales representative or distributorship agreement; (o) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (p) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (mq) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments set forth on Schedule 3.17 hereto to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex and, to the knowledge of Adherex, of the other parties thereto, Target and are enforceable in accordance with their respective terms. Adherex does Target has not have any knowledge of received any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither Adherex nor, to the knowledge of Adherex, any other party, Target is not in default in complying with any material provisions of any such material contract, agreement, lease agreement or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, both would constitute such a default thereunder on the part of AdherexTarget. No claims have been made or, except for to Target's Knowledge, threatened that would require indemnification by Target, and Target has not paid any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected amounts to have indemnify any third party as a Material Adverse Effect. Other than the Transaction Documents, Adherex US is not a party to, or bound by, result of indemnification requirements of any agreement (written or oral), indenture, mortgage, guaranty or other instrumentkind.

Certain Contracts and Arrangements. Except as set forth in Schedule 2.11 hereto (with true and correct copies delivered to the Transaction Documents or in Schedules 3.16 or 3.17 heretoBuyer), Adherex no Seller is not a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement (i) involving a potential commitment or payment by Adherex in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of businesswith any labor union; (b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ noticecreating any obligation of any Seller to pay to any third party $25,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products in excess of $50,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Adherex any Seller to compete in any line of business or with any person or entity; (de) any material license agreement (as licensor or licensee); (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business consistent with past practices$50,000; (eg) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $50,000 or any pledge or security arrangement; (fh) any material joint venture, partnership, manufacturing, development or supply agreement; (i) any material endorsement or any other material advertising, promotional or marketing agreement; (j) any material employment contracts, non-competition agreements or other material agreements with present or former officers, directors, employees or Shareholders shareholders of Adherex, any Seller or persons or organizations related to or affiliated with any such persons; (gk) any share stock redemption or purchase agreements or other agreements affecting or relating to any shares of the capital stock of Adherexany Seller, including, including without limitation, limitation any agreement with any stockholder shareholder of Adherex any Seller which includes without limitation, anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (hl) any pension, profit sharing, bonus, retirement, severance retirement or stock option options plans; (im) any royalty, dividend or similar arrangement based on the revenues or profits sales volume of Adherex or any contract or agreement involving fixed price or fixed volume arrangementsSeller; (j) any joint venture, partnership, manufacturer, development or supply agreement; (kn) any acquisition, merger or similar agreement; (lo) any material contract with a governmental body under which any governmental entitySeller may have an obligation for renegotiation; (p) any agreement with any shareholder of any Seller or any affiliate of any shareholder; or (mq) any other material contract not executed in the ordinary course of business. All contracts, agreements, leases of Sellers' contracts and instruments set forth on Schedule 3.17 hereto are valid and commitments are in full force and effect and constitute legalno Seller, valid and binding obligations of Adherex andor, to the knowledge of AdherexSellers, of the any other parties thereto, and are enforceable party is in accordance with their respective terms. Adherex does not have any knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither Adherex nordefault thereunder (or, to the knowledge of AdherexSellers, has any other party, is in default in complying with any provisions of any such contract, agreement, lease or instrument, and no condition or event or fact exists which, occurred which with notice, lapse of time or both, both would constitute a default thereunder thereunder), except to the extent that any such default would not have a material adverse effect on the part assets, liabilities, financial condition, business, results of Adherexoperations or prospects of any Seller, except for and no Seller has received notice of any alleged default under any such defaultcontract, conditionagreement, event understanding or fact that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Other than the Transaction Documents, Adherex US is not a party to, or bound by, any agreement (written or oral), indenture, mortgage, guaranty or other instrumentcommitment.

Certain Contracts and Arrangements. Except as set forth in Section 2.13 of the Transaction Documents or in Schedules 3.16 or 3.17 heretoDisclosure Schedule, Adherex no Acquired Company is not a party or subject to or bound byby any Contract as involving: (a) any contract or agreement (i) involving a the potential commitment or payment by Adherex the Acquired Company in excess of $75,000 or (ii) which is otherwise material and not entered into 50,000 in any calendar year, other than in the ordinary course Ordinary Course of businessBusiness; (b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ noticeContracts with Significant Customers and Significant Suppliers; (c) Contract with any contract supplier that provides for payments by an Acquired Company in excess of $50,000 per annum, that cannot be terminated by such Acquired Company after the Closing in accordance with its terms upon not more than thirty (30) days’ notice without penalty or cost and that contain any provision permitting any party other than the applicable Acquired Company to renegotiate the price or other terms, or containing any payback or other similar provision, upon the occurrence of a failure by such Acquired Company to meet its obligations under the Contract when due; (d) any Contract covenants directly or explicitly limiting in any material respect the freedom of Adherex the Acquired Company to compete in any line of business or with any person or entity, other than in the Ordinary Course of Business; (de) any contract or agreement Contract relating to the licensing, distribution, development, purchase, purchase or sale or servicing of any of its products except Intellectual Property Assets involving a potential commitment or payment by the Acquired Company in excess of $50,000 in any calendar year, other than in the ordinary course Ordinary Course of business consistent with past practicesBusiness; (ef) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements or other agreements with present or former officers, directors, employees or Shareholders of Adherex, or persons related to or affiliated with such persons; (g) any share redemption or purchase agreements or other agreements affecting or relating to any shares the share capital of capital the Acquired Company (other than repurchases of stock in accordance with the Company Stock Option Plan or applicable Contracts in connection with the termination of Adherex, including, without limitation, any agreement with any stockholder service of Adherex which includes anti-dilution rights, registration rights, voting arrangements, operating covenants employees or similar provisionsother service providers); (h) any pension, profit sharing, bonus, retirement, severance retirement or stock share option plans; (i) any royalty, dividend dividend, distribution or similar arrangement based on the revenues or profits of Adherex or any contract or agreement involving fixed price or fixed volume arrangementsthe Acquired Company as a whole; (j) any joint venture, partnership, manufacturer, development or supply agreementagreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Acquired Company as a whole with any other Person or the payment of commissions by the Acquired Company, in each case, in excess of $50,000 in any calendar year; (k) any acquisition, merger or similar agreement; (l) any (i) collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees or (ii) employee agreement providing for any single- or double-trigger acceleration or termination payments (other than award agreements issued pursuant to the Company Stock Option Plan); (m) any contract with any Governmental Authority, including any quasi-governmental entity; or (mn) any other material contract not executed in the ordinary course power of businessattorney. All contractssuch Contracts (each, agreements, leases and instruments set forth on Schedule 3.17 hereto a “Material Contract”) are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex the applicable Acquired Company and, to the knowledge of Adherexthe Company, of the other parties thereto, and are enforceable against the applicable Acquired Company in accordance with their respective terms, subject to the Bankruptcy/Receivership Exception. Adherex The Company does not have any knowledge of any notice or written threat to terminate any such contracts, agreements, leases or instrumentsMaterial Contract. Neither Adherex No Acquired Company nor, to the knowledge of Adherexthe Company, any other party, party is in default in complying with any provisions of any such contractMaterial Contract, agreementand, lease or instrumentto the knowledge of the Company, and no condition or event or fact exists which, with notice, lapse of time or both, would could constitute a default thereunder on the part of Adherex, except for any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Other than the Transaction Documents, Adherex US is not a party to, or bound by, any agreement (written or oral), indenture, mortgage, guaranty or other instrumentapplicable Acquired Company.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Transaction Documents or in Schedules 3.16 or 3.17 heretoTarget Disclosure Schedule (with true and correct copies delivered to Acquiror), Adherex Target is not currently a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement (i) involving a potential commitment or payment by Adherex in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of businesswith any labor union; (b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ noticecreating any obligation of Target to pay to any third party $50,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products in excess of $50,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Adherex Target to compete in any line of business or with any person or entity; (de) any material license agreement (as licensor or licensee); (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business consistent with past practices$50,000; (eg) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $50,000 or any pledge or security arrangement; (fh) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts, non-competition agreements contracts or other agreements with present or former officers, directors, employees directors or Shareholders stockholders of Adherex, or persons related to or affiliated with such personsTarget; (gj) any share stock redemption or purchase agreements or other agreements affecting or relating to any shares of the capital stock of AdherexTarget, including, including without limitation, limitation any agreement with any stockholder shareholder of Adherex Target which includes without limitation, anti-dilution rights, registration rights, voting arrangements, arrangements or operating covenants or similar provisionscovenants; (hk) any pension, profit sharing, bonus, retirement, severance retirement or stock option options plans; (il) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of Adherex or any contract or agreement involving fixed price or fixed volume arrangementsTarget; (jm) any joint venture, partnership, manufacturer, development or supply agreement; (k) any executory acquisition, merger or similar agreement; (ln) any material contract with a governmental body under which Target may have an obligation for renegotiation; (o) any governmental entitysales representative or distributorship agreement; (p) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (q) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (mr) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments set forth on Schedule 3.17 hereto to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex and, to the knowledge of Adherex, of the other parties thereto, Target and are enforceable in accordance with their respective terms. Adherex does not have any knowledge Target has no Knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither Adherex nor, to the knowledge of Adherex, any other party, Target is not in default in complying with any material provisions of any such material contract, agreement, lease agreement or instrument, and to Knowledge of Target, no condition or event or fact exists which, with notice, lapse of time or both, both would constitute a default thereunder on the part of AdherexTarget. Except as specifically indicated on the Target Disclosure Schedule, except none of the material contracts of Target provides for indemnification by Target of any third party. No claims have been made or threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kind. Target shall be deemed to have "KNOWLEDGE" of a particular fact or matter if any officer of Target is actually aware of such fact or matter or if a prudent individual acting in the capacity of any such default, condition, event or fact that, individually or in the aggregate, would not reasonably officer could be expected to have a Material Adverse Effect. Other than discover or otherwise become aware of such fact or matter in the Transaction Documents, Adherex US is not a party to, or bound by, any agreement (written or oral), indenture, mortgage, guaranty or other instrumentreasonably prudent conduct of his duties and responsibilities.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Transaction Documents or in Schedules 3.16 or 3.17 heretoTarget Disclosure Schedule (with true and correct copies delivered to Acquiror), Adherex neither Target nor any of the Target Subsidiaries is not currently a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement (i) involving a potential commitment or payment by Adherex in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of businesswith any labor union; (b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ noticecreating any obligation of Target or any of the Target Subsidiaries to pay to any third party $100,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products in excess of $100,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Adherex Target or any of the Target Subsidiaries to compete in any line of business or with any person or entity; (de) any material license agreement (as licensor or licensee); (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business consistent with past practices$100,000; (eg) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $100,000 or any pledge or security arrangement; (fh) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts, non-competition agreements contracts or other agreements with present or former officers, directors, employees directors or Shareholders stockholders of Adherex, Target or persons related to or affiliated with such personsany of the Target Subsidiaries; (gj) any share stock redemption or purchase agreements or other agreements affecting or relating to any shares of the capital stock of AdherexTarget or any of the Target Subsidiaries, including, including without limitation, limitation any agreement with any stockholder shareholder of Adherex Target or any of the Target Subsidiaries which includes without limitation, anti-dilution rights, registration rights, voting arrangements, arrangements or operating covenants or similar provisionscovenants; (hk) any pension, profit sharing, bonus, retirement, severance retirement or stock option options plans; (il) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of Adherex Target or any contract or agreement involving fixed price or fixed volume arrangementsof the Target Subsidiaries; (jm) any joint venture, partnership, manufacturer, development or supply agreement; (k) any executory acquisition, merger or similar agreement; (ln) any material contract with a governmental body under which Target, or any governmental entityof the Target Subsidiaries, may have an obligation for renegotiation; (o) any sales representative or distributorship agreement; (p) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (q) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (mr) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments set forth on Schedule 3.17 hereto to which Target or any of the Target Subsidiaries is a party or by which Target or any of the Target Subsidiaries is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex Target or such Target Subsidiary, and, to the best knowledge of AdherexTarget, of the other parties thereto, and are enforceable in accordance with their respective terms. Adherex does not have any Target has no knowledge of any notice or threat to terminate any such contracts, agreements, leases or instrumentswhich termination would have a Target Material Adverse Effect. Neither Adherex nor, to Target nor any of the knowledge of Adherex, any other party, Target Subsidiaries is in default in complying with any material provisions of any such material contract, agreement, lease agreement or instrument, and to the best knowledge of Target, no condition or event or fact exists which, with notice, lapse of time or both, both would constitute a default thereunder on the part of AdherexTarget or such Target Subsidiary, except for any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected to have a Target Material Adverse Effect. Other than Except as specifically indicated on the Transaction DocumentsTarget Disclosure Schedule, Adherex US is none of the material contracts of Target provides for indemnification by Target of any third party. No claims have been made or threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a party to, or bound by, result of indemnification requirements of any agreement (written or oral), indenture, mortgage, guaranty or other instrumentkind.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Transaction Documents Disclosure Memorandum (with true and correct copies delivered to Buyer or in Schedules 3.16 or 3.17 heretoits counsel), Adherex as of the date of this Agreement, Seller is not currently a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement (i) involving a potential commitment or payment by Adherex in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of businesswith any labor union; (b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ noticecreating any obligation of Seller to pay to any third party $25,000 or more with respect to any single such contract or agreement; (c) any contract or agreement (which shall not include purchase orders in the ordinary course of business) for the sale, license, lease or disposition of Seller’s products in excess of $25,000; (d) any contract containing covenants directly or explicitly limiting in any material significant respect the freedom of Adherex Seller to compete in any line of business or with any person or entity; (de) any license agreement (as licensor or licensee); (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business consistent with past practices$25,000; (eg) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements or other agreements with present or former officers, directors, employees or Shareholders of Adherex, or persons related to or affiliated with such persons; (g) any share redemption or purchase agreements or other agreements affecting or relating to any shares of capital stock of Adherex, including, without limitation, any agreement with any stockholder of Adherex which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (h) any pensionjoint venture, profit sharingpartnership, bonusmanufacturing, retirement, severance development or stock option planssupply agreement; (i) any employment contracts or agreements with officers, directors or stockholders of Seller; (j) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of Adherex or any contract or agreement involving fixed price or fixed volume arrangements; (j) any joint venture, partnership, manufacturer, development or supply agreementSeller; (k) any executory acquisition, merger or similar agreement; (l) any contract with any a governmental entity; orbody under which Seller may have an obligation for renegotiation; (m) any sales representative, dealer or distributorship agreement other material than Seller’s standard form of such agreement as previously provided to Buyer; (n) any dealer, reseller, OEM, value added reseller, agency or franchise agreement other than Seller’s standard form of such agreement as previously provided to Buyer; (o) any agreement which requires prior consent or approval in connection with a purported assignment by Seller or which will be in default or which gives rise to termination rights following a purported assignment by Seller; or (p) any other contract not executed in of a nature or scope outside the ordinary course of business. All contracts, agreements, leases and instruments set forth on Schedule 3.17 hereto contracts assigned by Seller to Buyer under Section 2.1 are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex and, to the knowledge of Adherex, of the other parties thereto, Seller and are enforceable in accordance with their respective terms. Adherex does Seller has not have any knowledge of received any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither Adherex nor, to the knowledge of Adherex, any other party, Seller is not in default in complying with any material provisions of any such material contract, agreement, lease agreement or instrument, and no condition or event or fact exists which, with notice, lapse of time or both, both would constitute such a default thereunder on the part of AdherexSeller. No claims have been made or, except for to Seller’s Knowledge, threatened that would require indemnification by Seller, and Seller has not paid any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected amounts to have indemnify any third party as a Material Adverse Effect. Other than the Transaction Documents, Adherex US is not a party to, or bound by, result of indemnification requirements of any agreement (written or oral), indenture, mortgage, guaranty or other instrumentkind.

Certain Contracts and Arrangements. Except as set forth in Section 3.15 of the Transaction Documents or in Schedules 3.16 or 3.17 heretoTarget Disclosure Schedule (with true and correct copies delivered to Acquiror), Adherex Target is not currently a party or subject to or bound by: (a) any plan or contract providing for collective bargaining or the like, or any contract or agreement (i) involving a potential commitment or payment by Adherex in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of businesswith any labor union; (b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ noticecreating any obligation of Target to pay to any third party $50,000 or more with respect to any single such contract or agreement; (c) any contract or agreement for the sale, license, lease or disposition of products in excess of $50,000; (d) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Adherex Target to compete in any line of business or with any person or entity; (de) any material license agreement (as licensor or licensee); (f) any contract or agreement relating to for the licensingpurchase of any leasehold improvements, distribution, development, purchase, sale equipment or servicing fixed assets for a price in excess of its products except in the ordinary course of business consistent with past practices$50,000; (eg) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing in excess of $50,000 or any pledge or security arrangement; (fh) any joint venture, partnership, manufacturing, development or supply agreement; (i) any employment contracts, non-competition agreements contracts or other agreements with present or former officers, directors, employees directors or Shareholders stockholders of Adherex, or persons related to or affiliated with such personsTarget; (gj) any share stock redemption or purchase agreements or other agreements affecting or relating to any shares of the capital stock of AdherexTarget, including, including without limitation, limitation any agreement with any stockholder shareholder of Adherex Target which includes without limitation, anti-dilution rights, registration rights, voting arrangements, arrangements or operating covenants or similar provisionscovenants; (hk) any pension, profit sharing, bonus, retirement, severance retirement or stock option options plans; (il) any agreement providing for the payment of any royalty, dividend or similar arrangement based on the revenues or profits of Adherex or any contract or agreement involving fixed price or fixed volume arrangementsTarget; (jm) any joint venture, partnership, manufacturer, development or supply agreement; (k) any executory acquisition, merger or similar agreement; (ln) any material contract with a governmental body under which Target may have an obligation for renegotiation; (o) any governmental entitysales representative or distributorship agreement; (p) any dealer, reseller, OEM, value added reseller, agency or franchise agreement; (q) any agreement which requires prior approval in connection with a change in control of Target or which will be in default or which gives rise to termination rights following a change in control of Target; or (mr) any other material contract not executed in the ordinary course of business. All material contracts, agreements, leases and instruments set forth on Schedule 3.17 hereto to which Target is a party or by which Target is obligated are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex and, to the knowledge of Adherex, of the other parties thereto, Target and are enforceable in accordance with their respective terms. Adherex does not have any knowledge Target has no Knowledge of any notice or threat to terminate any such contracts, agreements, leases or instruments. Neither Adherex nor, to the knowledge of Adherex, any other party, Target is not in default in complying with any material provisions of any such material contract, agreement, lease agreement or instrument, and to the Knowledge of Target, no condition or event or fact exists which, with notice, lapse of time or both, both would constitute a default thereunder on the part of AdherexTarget. Except as specifically indicated on the Target Disclosure Schedule, except none of the material contracts of Target provides for indemnification by Target of any third party not a party to the contract. No claims have been made or threatened that would require indemnification by Target, and Target has not paid any amounts to indemnify any third party as a result of indemnification requirements of any kind. Target shall be deemed to have “KNOWLEDGE” of a particular fact or matter if any officer of Target is actually aware of such fact or matter or if a prudent individual acting in the capacity of any such default, condition, event or fact that, individually or in the aggregate, would not reasonably officer could be expected to have a Material Adverse Effect. Other than discover or otherwise become aware of such fact or matter in the Transaction Documents, Adherex US is not a party to, or bound by, any agreement (written or oral), indenture, mortgage, guaranty or other instrumentreasonably prudent conduct of his duties and responsibilities.

Certain Contracts and Arrangements. Except as set forth in the Transaction Documents or in Schedules 3.16 Schedule 3.13 (true and correct copies of which have previously been provided or 3.17 heretomade available to the Buyer), Adherex the Company is not a party or subject to or bound by: (a) any contract contract, lease or agreement (i) involving a potential commitment or payment by Adherex the Company in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of business50,000 annually; (b) any contract, lease or agreement which is not cancelable by Adherex without penalty on less than ninety (90) days’ notice; (c) any contract containing covenants directly or explicitly limiting in any material respect the freedom of Adherex the Company to compete in any line of business or with any person Person (other than confidentiality agreements containing non-competition or entity; (d) any contract or agreement relating to non-solicitation covenants on the licensing, distribution, development, purchase, sale or servicing part of its products except the Company that were entered into by the Company in the ordinary course of business consistent with past practicesbusiness); (ec) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (fd) any employment contractsemployment, non-competition agreements consulting or other service agreements with present or former officers, directors, employees employees, consultants, shareholders of the Company or Shareholders any other service provider of Adherexthe Company that includes any change of control payments severance, termination, or persons related to retention obligations or affiliated similar accounts payable by the Company or its Affiliates in connection with such personsthe transactions contemplated by this Agreement; (ge) any share redemption or purchase agreements or other agreements affecting or relating to any the shares of capital stock of Adherexthe Company, including, without limitation, any agreement with any stockholder shareholder of Adherex the Company which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (hf) any pension, profit sharing, bonus, retirement, severance or stock option planscollective bargaining agreement; (ig) any royalty, dividend or similar arrangement based on the revenues or profits of Adherex the Company or any contract or agreement involving fixed price or fixed volume arrangements; (jh) any joint venture, franchise, partnership, manufacturer, development or supply agreement; (ki) any supply agreement pursuant to which the Company is required to supply materials in excess of $50,000 annually; (j) any acquisition, merger or similar agreement; (lk) any contract with any governmental entityGovernmental Authority; (l) any contract providing for indemnification of any Person by the Company (excluding confidentiality agreements, customer and vendor contracts and purchase orders including indemnification provisions entered into in the ordinary course of business); (m) any material contract that can be terminated, or the provisions of which are altered, as a result of the consummation of the transactions contemplated by this Agreement or any of the other Transaction Documents to which the Company is a party; (n) any contract entered into in connection with any settlement or other resolution of any action pursuant to which the Company has any ongoing payment obligation after the Closing; or (mo) any other material contract not executed in the ordinary course of business. All contracts, agreements, leases and instruments set forth on Schedule 3.17 hereto 3.13 are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex the Company and, to the knowledge of Adherex, Knowledge of the Sellers and the Company, the other parties theretoparties, and are enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally. Adherex does Except as set forth on Schedule 3.13, there has not have been any knowledge of any written notice or, to the Sellers’ and the Company’s Knowledge, oral notice or threat to terminate any such material contracts, agreements, leases or instruments. Neither Adherex the Company nor, to the knowledge of AdherexSellers’ and the Company’s Knowledge, any other party, party to such contract is in material default in complying with any provisions of any such contract, agreement, lease or instrument, and, to the Sellers’ and the Company’s Knowledge, no condition or event or fact exists which, with notice, lapse of time or both, would constitute a material default thereunder on the part of Adherex, except for any such default, condition, event or fact that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Other than the Transaction Documents, Adherex US is not a party to, or bound by, any agreement (written or oral), indenture, mortgage, guaranty or other instrumentthereunder.

Certain Contracts and Arrangements. Except as set forth in Section 2.12 of the Transaction Documents or in Schedules 3.16 or 3.17 heretoDisclosure Schedule (with true and correct copies of each agreement referred to therein provided to Buyer and to the extent such agreements are not evidenced by documents, Adherex the Company has provided to Buyer a written description of all of the material terms and conditions of such agreement), the Company is not a party or subject to or bound by: (a) any contract contract, agreement or agreement lease (iwhether written or oral and whether express or implied) involving a potential commitment or payment by Adherex the Company in excess of $75,000 or (ii) which is otherwise material and not entered into in the ordinary course of business10,000; (b) any contract, agreement or lease (whether written or agreement oral and whether express or implied) which is not cancelable by Adherex the Company without penalty on not less than ninety thirty (9030) days’ days notice; (c) any contract contract, agreement or lease (whether written or oral and whether express or implied) containing covenants which, directly or explicitly limiting limit in any material respect the freedom of Adherex the Company to compete in any line of business or with any person or entity; (d) any contract or agreement relating to any acquisition or disposition of any capital stock or equity interest of the licensing, distribution, development, purchase, sale or servicing of its products except in the ordinary course of business consistent with past practicesCompany; (e) any agreement, contract, indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements or other agreements with present or former officers, directors, employees or Shareholders of Adherex, or persons related to or affiliated with such persons; (g) any share redemption or purchase agreements or other agreements affecting or relating to any shares of capital stock of Adherex, including, without limitation, any agreement with any stockholder of Adherex which includes anti-dilution rights, registration rights, voting arrangements, operating covenants or similar provisions; (h) any pension, profit sharing, bonus, retirement, severance or stock option plans; (i) any royalty, dividend or similar arrangement based on the revenues or profits of Adherex or any contract or agreement involving fixed price or fixed volume arrangements; (j) any joint venture, partnership, manufacturer, development or supply agreementagreement or other agreement which involves a sharing of revenues, profits, losses, costs or liabilities by the Company with any other Person; (kg) any acquisition, merger or similar agreement; (lh) any contract collective bargaining agreement or other agreement with any governmental entity; orlabor union or other employee representative of a group of employees; (mi) any other material contract contract, agreement, or lease (whether written or oral and whether express or implied) with any Governmental Body; (j) any contract, agreement or lease not executed in the ordinary course of business; or (k) any other material contract, agreement, or lease (whether written or oral and whether express or implied). All such contracts, agreements, and leases and instruments set forth on Section 2.12 of the Disclosure Schedule 3.17 hereto are valid and are in full force and effect and constitute legal, valid and binding obligations of Adherex and, to the knowledge of Adherex, of the other parties thereto, Company and are enforceable in accordance with their respective terms. Adherex does The Company has not have any knowledge of received any notice or threat to terminate any such contracts, agreements, agreements and leases or instrumentsset forth on Section 2.12 of the Disclosure Schedule. Neither Adherex the Company nor, to the knowledge Knowledge of Adherexthe Company or Sellers, any other party, party is in default in complying with any provisions of any such contract, agreement, lease or instrument, or any other contract, agreement, lease or instrument, the breach of which could reasonably be expected to have a Material Adverse Effect, and no condition or event or fact exists which, with notice, lapse of time or both, would could constitute a default thereunder on the part of Adherexthe Company. The execution, except for any such defaultdelivery and performance by the Company of this Agreement and the consummation of the transactions hereby and thereby, conditiondo not and will not conflict with, event or fact that, individually or result in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Other than the Transaction Documents, Adherex US is not a party tobreach or termination of any provision of, or bound byconstitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any agreement (written right of termination, cancellation or oral)loss of any benefit to which the Company is entitled under any provision of such contract, indentureagreement, mortgage, guaranty or other instrumentand lease set forth on Section 2.12 of the Disclosure Schedule.