Common use of General Covenants of the Corporation Clause in Contracts

General Covenants of the Corporation. (a) The Corporation covenants and agrees that it is duly authorized to enter into and perform its obligations under its Agreement. (b) The Corporation will cause the Shares issuable upon conversion of the Loan and the certificates representing the Shares to be duly issued. At all times until the Expiry Time, the Corporation shall reserve and there shall remain unissued out of its authorized capital a number of Shares sufficient to satisfy the conversion of the Loan. All Shares issued upon the due conversion of the Loan shall be fully paid and non-assessable. (c) The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for the better accomplishing and effecting of the intentions and provisions of Section 2 of this Agreement. (d) Subject to the express provisions hereof, the Corporation will carry on and conduct and will cause to be carried on and conducted its business in a proper and efficient manner and will cause to be kept proper books of account in accordance with generally accepted accounting practice; and, subject to the express provisions hereof, it will do or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, winding up or liquidation of the Corporation or any subsidiary of the Corporation or the abandonment of any rights and franchises of the Corporation or any subsidiary of the Corporation if, in the opinion of the board of directors of the Corporation or officers of the Corporation, it would be advisable and in the best interests of the Corporation or of such subsidiary of the Corporation to do so. (e) The Corporation shall take all such steps and actions and do all such things as may reasonably be necessary to maintain the listing and posting for trading on The Toronto Stock Exchange of those Shares currently listed on The Toronto Stock Exchange. (f) The Corporation will use its reasonable best efforts to ensure that the Shares issuable upon conversion of the Loan will be listed and posted for trading on The Toronto Stock Exchange upon their issue or such other stock exchange or automated quotation system on which the Shares may, from time to time, be listed, posted or quoted for trading. EXHIBIT B-2 FORM OF SECOND DEBENTURE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES OR THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF IN THE PROVINCE OF ONTARIO BEFORE [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY THE DATE OF THE AGREEMENT.] SECOND CONVERTIBLE DEBENTURE THIS SECOND CONVERTIBLE DEBENTURE ("Agreement") is made and entered into as of August , 2002 by and between UNITED THERAPEUTICS CORPORATION, a Delaware corporation ("Lender"), and ALTAREX CORP., an Alberta corporation ("Borrower").

General Covenants of the Corporation. (a) The Corporation covenants and agrees that it is duly authorized to enter into and perform its obligations under its Agreement. (b) The Corporation will cause the Shares issuable upon conversion of the Loan and the certificates representing the Shares to be duly issued. At all times until the Expiry Time, the Corporation shall reserve and there shall remain unissued out of its authorized capital a number of Shares sufficient to satisfy the conversion of the Loan. All Shares issued upon the due conversion of the Loan shall be fully paid and non-assessable. (c) The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for the better accomplishing and effecting of the intentions and provisions of Section 2 of this Agreement. (d) Subject to the express provisions hereof, ; the Corporation will carry on and conduct and will cause to be carried on and conducted its business in a proper and efficient manner and will cause to be kept proper books of account in accordance with generally accepted accounting practice; and, subject to the express provisions hereof, hereof it will do or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, winding up or liquidation of the Corporation or any subsidiary of the Corporation or the abandonment of any rights and franchises of the Corporation or any subsidiary of the Corporation if, in the opinion of the board of directors of the Corporation or officers of the Corporation, it would be advisable and in the best interests of the Corporation or of such subsidiary of the Corporation to do so. (e) The Corporation shall take all such steps and actions and do all such things as may reasonably be necessary to maintain the listing and posting for trading on The Toronto Stock Exchange of those Shares currently listed on The Toronto Stock Exchange. (f) The Corporation will use its reasonable best efforts to ensure that the Shares issuable upon conversion of the Loan will be listed and posted for trading on The Toronto Stock Exchange upon their issue or such other stock exchange or automated quotation system on which the Shares may, from time to time, be listed, posted or quoted for trading. EXHIBIT B-2 FORM OF SECOND DEBENTURE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“SECURITIES ACT"”). THE HOLDER HEREOF’, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "“GOOD DELIVERY" ” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES OR THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF IN THE PROVINCE OF ONTARIO BEFORE [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY THE DATE OF THE AGREEMENT.] SECOND CONVERTIBLE DEBENTURE THIS SECOND CONVERTIBLE DEBENTURE ]. This Second Convertible Debenture ("“Agreement"”) is made and entered into as of August , ____ 2002 by and between UNITED THERAPEUTICS CORPORATION, a Delaware corporation ("“Lender"”), and ALTAREX CORP., an Alberta corporation ("“Borrower"”).

General Covenants of the Corporation. (a) The Corporation covenants and agrees that it is duly authorized to enter into and perform its obligations under its Agreement. (b) The Corporation will cause the Shares issuable upon conversion of the Loan and the certificates representing the Shares to be duly issued. At all times until the Expiry Time, the Corporation shall reserve and there shall remain unissued out of its authorized capital a number of Shares sufficient to satisfy the conversion of the Loan. All Shares issued upon the due conversion of the Loan shall be fully paid and non-assessable. (c) The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for the better accomplishing and effecting of the intentions and provisions of Section 2 of this Agreement. (d) Subject to the express provisions hereof, ; the Corporation will carry on and conduct and will cause to be carried on and conducted its business in a proper and efficient manner and will cause to be kept proper books of account in accordance with generally accepted accounting practice; and, subject to the express provisions hereof, hereof it will do or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, winding up or liquidation of the Corporation or any subsidiary of the Corporation or the abandonment of any rights and franchises of the Corporation or any subsidiary of the Corporation if, in the opinion of the board of directors of the Corporation or officers of the Corporation, it would be advisable and in the best interests of the Corporation or of such subsidiary of the Corporation to do so. (e) The Corporation shall take all such steps and actions and do all such things as may reasonably be necessary to maintain the listing and posting for trading on The Toronto Stock Exchange of those Shares currently listed on The Toronto Stock Exchange. (f) The Corporation will use its reasonable best efforts to ensure that the Shares issuable upon conversion of the Loan will be listed and posted for trading on The Toronto Stock Exchange upon their issue or such other stock exchange or automated quotation system on which the Shares may, from time to time, be listed, posted or quoted for trading. EXHIBIT B-2 FORM OF SECOND DEBENTURE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES OR THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF IN THE PROVINCE OF ONTARIO BEFORE [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY THE DATE OF THE AGREEMENT.] SECOND CONVERTIBLE DEBENTURE THIS SECOND CONVERTIBLE DEBENTURE ("Agreement") is made and entered into as of August , 2002 by and between UNITED THERAPEUTICS CORPORATION, a Delaware corporation ("Lender"), and ALTAREX CORP., an Alberta corporation ("Borrower").

General Covenants of the Corporation. (a) The Corporation covenants and agrees that it is duly authorized to enter into and perform its obligations under its Agreement. (b) The Corporation will cause the Shares issuable upon conversion of the Loan and the certificates representing the Shares to be duly issued. At all times until the Expiry Time, the Corporation shall reserve and there shall remain unissued out of its authorized capital a number of Shares sufficient to satisfy the conversion of the Loan. All Shares issued upon the due conversion of the Loan shall be fully paid and non-assessable. (c) The Corporation will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as may be reasonably required for the better accomplishing and effecting of the intentions and provisions of Section 2 of this Agreement. (d) Subject to the express provisions hereof, the Corporation will carry on and conduct and will cause to be carried on and conducted its business in a proper and efficient manner and will cause to be kept proper books of account in accordance with generally accepted accounting practice; and, subject to the express provisions hereof, it will do or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, provided, however, that nothing herein contained shall prevent the amalgamation, consolidation, merger, sale, winding up or liquidation of the Corporation or any subsidiary of the Corporation or the abandonment of any rights and franchises of the Corporation or any subsidiary of the Corporation if, in the opinion of the board of directors of the Corporation or officers of the Corporation, it would be advisable and in the best interests of the Corporation or of such subsidiary of the Corporation to do so. (e) The Corporation shall take all such steps and actions and do all such things as may reasonably be necessary to maintain the listing and posting for trading on The Toronto Stock Exchange of those Shares currently listed on The Toronto Stock Exchange. (f) The Corporation will use its reasonable best efforts to ensure that the Shares issuable upon conversion of the Loan will be listed and posted for trading on The Toronto Stock Exchange upon their issue or such other stock exchange or automated quotation system on which the Shares may, from time to time, be listed, posted or quoted for trading. EXHIBIT B-2 B-2A FORM OF DEBENTURE SUBSCRIPTION FORM EXHIBIT B-2A SECOND DEBENTURE THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933SUBSCRIPTION FORM To: AltaRex Corp. Re: Subscription and Debenture Purchase Agreement dated as of April 17, AS AMENDED 2002 (THE the "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES OR THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF IN THE PROVINCE OF ONTARIO BEFORE [INSERT DATE THAT IS FOUR MONTHS AND ONE DAY THE DATE OF THE AGREEMENT.] SECOND CONVERTIBLE DEBENTURE THIS SECOND CONVERTIBLE DEBENTURE ("Subscription Agreement") between AltaRex Corp. and United Therapeutics Corporation Capitalized terms used, but not otherwise defined, herein have the meanings given to them in the Subscription Agreement. Pursuant to Section A.1(b) of the Subscription Agreement, United Therapeutics Corporation hereby irrevocably exercises the Debenture Subscription Right and hereby subscribes for and agrees to purchase from the Company the Second Debenture all on terms and conditions set forth in the Subscription Agreement. DATED , 2002. --------------------- UNITED THERAPEUTICS CORPORATION Per: -------------------------------- Name: Title: EXHIBIT C FORM OF SECURITY AGREEMENT SECURITY AGREEMENT THIS SECURITY AGREEMENT is made and entered into as of August April 17, 2002 by and between ALTAREX CORP., an Alberta corporation ("Debtor"), and UNITED THERAPEUTICS CORPORATION, a Delaware corporation ("Lender"), and ALTAREX CORP., an Alberta corporation ("BorrowerSecured Party").