AGREEMENT THIS AGREEMENT, effective November 2, 2000, is entered into

AGREEMENT

THIS AGREEMENT, effective November 2, 2000, is entered into

BETWEEN:

YORK MEDICAL INC.

a corporation incorporated under the

laws of Ontario, having its principal place of business at

0000 Xxxxxxx Xxxxx, Xxxxxxxx 00, Xxxxx 000,

Xxxxxxxxxxx, Xxxxxxx, X0X 0X0, Xxxxxx

(hereinafter referred to as "YORK")

-AND-

UNIVERSITY OF MANITOBA

having its principal place or business at

Fort Xxxxx Campus, Rm 631 Drake Centre, 000 Xxxxxxxx Xxxxxxxx,

Xxxxxxxx, Xxxxxxxx, X0X XX0, Xxxxxx

(hereinafter referred to as "UM”)

-AND-

THE MANITOBA CANCER TREATMENT AND RESEARCH FOUNDATION, carrying on

its undertaking as CANCERCARE MANITOBA

having its principal place of business at

000 XxXxxxxx Xxx., Xxxxxxxx, Xxxxxxxx, X0X XX0,Xxxxxx

(hereinafter referred to as "CCMB")

2 Background of Agreement

1.1 UM and CCMB are owners, by assignment, of all right, title and interest in and to the patents and patent applications listed in Exhibit 1 hereto which have arisen from studies by Xx. x. Xxxxxxx (the "Inventor") in the course of research within the Manitoba Institute of Cell Biology.

1.2 The Manitoba Institute of Cell Biology is an Institute of CCMB and UM pursuant to their agreement dated March 2, 1989 (the "MICB Agreement”) which governs certain actions related to patents and copyrights arising from research conducted in the institute.

1.3 By agreement (the “B-M Agreement”), UM and CCMB licensed the patent rights to Xxxxxxx-Xxxxx Squibb Company and pursuant to the B-M Agreement, Xxxxxxx-Xxxxx Squibb Company funded the production, preclinical and clinical development of DPPE.

1.4 Through termination of the B-M Agreement, UM and CCMB have retrieved the licensed rights.

1.5 UM and CCMB are interested in continuing research, development and commercialization of OPPE, Including pursuit of all related clinical and pre-clinical results and clinical material and production methods therefor.

1.6 YORK is a biopharmaceutical licensing and development company, with a management group experienced in developing human pharmaceuticals in the clinical fields of oncology and anti-infectives. In addition, York's management group has experience in partnering with multinational pharmaceutical companies and other related business development activities.

1.7 UM and CCMB have revealed to YORK certain information relating to DPPE under terms of confidentiality agreement dated April 12, 2000.

1.8 YORK, UM and CCMB now wish to set forth the terms and conditions of an agreement through which YORK shall acquire a license to exploit the assets of UM and CCMB related to the Patents, that are useful in the further research, development and commercialization of DPPE.

NOW THEREFORE, in consideration of the foregoing premises, the mutual covenants and obligations hereinafter contained, and other good and valuable consideration which is hereby acknowledged, UM, CCMB and YORK agree as follows:

2 Definitions

As used herein, the following terms shall have the meanings set forth below:

2.1 AFFILIATE means any COMPANY that is controlled directly or indirectly by a party hereto or any COMPANY that directly or indirectly controls a party hereto, so that AFFILIATE shall include any parent or subsidiary of a party hereto, or any directly or indirectly held subsidiary of a party hereto.

2.2 ASSETS are those existing and arising assets related to DPPE that are or become owned or controlled by UM and CCMB and are useful to YORK for the purpose herein licensed, and include DPPE, INFORMATION, MATERIAL and PATENTS.

2.3 COMPANY means a corporation or other juridical entity.

2.4 CONTROL means the ownership, directly or indirectly, of more than 50 % of voting rights attached to the issued voting shares of a COMPANY.

2.5 DPPE means N,N-diethyl-2-[4-(phenylmethyl)phenoxy]ethanamine.HCI, as described in the PATENTS.

2.6 DEVELOPMENT COSTS means the third party expenses incurred by YORK in connection with the development of LICENSED PRODUCT including but not limited to the cost of filing, prosecuting, maintaining, defending and enforcing the PATENTS, the direct cost of CLINICAL TRIALS and work related thereto including quality control and assurance, regulatory filings and preparation therefor, production and packaging of LICENSED PRODUCT and the cost of acquiring further In- licenses as may be necessary for the commercial exploitation of LICENSED PRODUCT.

2.7 EFFECTIVE DATE shall be the date first written above.

2.8 IMPROVEMENTS means products or processes the manufacture, use or sale of which would infringe a VALID CLAIM.

2.9 INFORMATION means information relating to DPPE and includes, but is not limited to, confidential information and know-how, in the knowledge, possession or control of a party and which the party has a right to disclose, particularly but not exclusively including information relating to production and to preclinical and clinical protocols, results and approvals.

2.10 LICENSED TERRITORY means all countries of the world.

2.11 LICENSED FIELD means, and is limited to, the exploitation of the ASSETS in respect of veterinary and human therapeutic products within the area of cancer treatment and the manufacture, use and sale thereof.

2.12 LICENSED PRODUCT means all products and formulations thereof for DPPE, the manufacture, use or sale of which utilizes, wholly or partially, the ASSETS or the YORK PATENTS and would but for the license herein granted, infringe a VALID CLAIM.

2.13 MATERIAL means biological and chemical material that either is incorporated in the LICENSED PRODUCT or is useful in the production, evaluation or development thereof.

2.14 NET SALES shall mean the total NET SALES PRICE of LICENSED PRODUCT sold by YORK and its AFFILIATES.

2.15 NET SALES PRICE shall mean the total of net invoice prices for all LICENSED PRODUCTS sold by YORK and its AFFILIATES, for any given period of time during the term of this Agreement, less DEVELOPMENT COSTS, less wholesaler's or distributor's commissions, discounts, rebates, samples and freight charges, and taxes separately listed on such invoices, and less the amount of any credits or refunds actually given by YORK for defective or returned LICENSED PRODUCTS. NET SALES PRICE shall not include any consideration received by YORK in respect of the sale, use or other disposition of LICENSED PRODUCT prior to the receipt of all regulatory approvals required to commence full commercial sales of LICENSED PRODUCT in a given country, such as sales under a "treatment IND”, “named patient sales”, “compassionate use sales”, and the sale, use or other disposition of LICENSED PRODUCT in the course of clinical trials.

2.16 PATENTS means:

1) The patents and applications summarized in Exhibit 1 (which may be updated from time to time during the term of this agreement) and the patents that mature from those applications.

2) The patents and applications directed to IMPROVEMENTS

3) All divisions, continuations in whole and in part, reissues, re-examinations, substitutes, extensions and foreign and international counterparts of 1) and 2) and patents that mature therefrom.

4) Patents and patent applications relating to DPPE that are or become owned or controlled by UM and/or CCMS and which are included in the definition of ASSETS

5) Patents and patent applications related to DPPE licensed to UM and/or CCMB that UM and/or CCMB YORK are permitted to sub-license and which are included in the definition of ASSETS.

2.17 SPONSORED RESEARCH means research and clinical development funded by YORK hereunder and performed in the Inventor's laboratory, or elsewhere on the Inventor's behalf.

2.18 SUB-LICENSEE means a person or entity who is not an Affiliate and to whom YORK has sub-licensed all or part of the rights granted to YORK by UM and CCMB by this Agreement.

2.19 SUBLICENSING REVENUE shall, unless otherwise agreed upon in writing, mean all payments, whether in cash or otherwise, whether in the form of up front payments, milestone payments, royalties or otherwise received by YORK from SUB-LICENSEEs and assignees of, in respect of LICENSED PRODUCT and in consideration for, the rights granted to YORK under this Agreement, less DEVELOPMENT COSTS.

2.20 VALID CLAIM means a granted claim within PATENTS so long as such claim shall not have been disclaimed or abandoned by the patentee or shall not have been disallowed by a Patent Office, expired under the patent laws of a country, or held invalid in a final decision rendered by a court, government or tribunal of competent jurisdiction from which no appeal has been, or can be, taken.

2.21 YORK PATENTS means:

1) The patents and applications summarized in Exhibit 4 (which Exhibit may be updated from time to time during the term of this Agreement) and relating to DPPE and the patents that mature from those applications.

2) The patents and applications directed to IMPROVEMENTS.

3) All divisions, continuations in whole and in part, reissues, re-examinations, substitutes, extensions and foreign and international counterparts of (1) and (2) and patents that mature therefrom.

4) Patents and patent applications that are or become owned or controlled by YORK, for clarity this excludes PATENTS as defined in 2.16

5) Patents and patent applications licensed to YORK and that YORK is permitted to sub-license.

3 License grant

3.1 UM and CCMB hereby grant to YORK and its AFFILIATES in the LICENSED FIELD and LICENSED TERRITORY, an, exclusive license to exploit ASSETS, particularly including but not limited to PATENTS, to develop and to make, including contract production by a toll manufacturer, use, sell, and otherwise dispose of LICENSED PRODUCT. YORK and its AFFILIATES shall use, exploit and commercialize the ASSETS only within the LICENSED FIELD as LICENSED PRODUCT and undertakes not to use, exploit or commercialize the ASSETS in any way contrary to the terms and conditions of this Agreement.

3.2 The license granted pursuant to Article 3.1 hereof shall be exclusive. Notwithstanding the foregoing UM and CCMB shall have the right to use ASSETS and the YORK PATENTS for academic research purposes. In addition, the Inventor, and/or his laboratory, shall have the right to use ASSETS and YORK PATENTS for academic research purposes and for teaching at universities and hospitals; as defined under SPONSORED RESEARCH. The Inventor shall also have the right to continue to treat patients who are currently being treated with DPPE.

3.3 YORK shall have the right to grant sublicenses on fair and reasonable terms and conditions consistent with the terms and conditions set out in this Agreement. In the event of a breach of a term of the sublicense by a SUBLICENSEE (the "SUBLICENSEE'S breach"), York shall forthwith proceed to enforce the terms of the sublicense and shall further bear all costs related thereto, thereby eliminating, as against the University or CCMB, the effect of any such SUBLICENSEE's breach. YORK agrees to keep UM and CCMB informed of any material sublicensing discussions and further to provide UM and CCMS each with a true copy of any and all sublicensing agreements entered into by YORK and a SUB-LICENSEE.

4 Licensing consideration and minimum remunerations

4.1 In consideration of the rights granted by UM and CCMB to YORK under this Agreement, YORK shall pay the consideration set out in this Article 4. The parties agree that any such payment shall be made to UM, and that UM shall thereafter allocate a portion of such payment to CCMB in accordance with the MICB

Agreement.

4.2 YORK shall pay a royalty of twenty percent (20%) of all SUBLICENSING REVENUE.

4.3 YORK shall further contribute to the University for the Inventor or his laboratory CDN$ 100,000.00 in funding of SPONSORED RESEARCH in each of the 2000, 2001 and 2002 calendar years, as noted in Exhibit 3. The SPONSORED RESEARCH shall be conducted by Xx. Xxxxxxx or by other researchers, faculty, staff and employees of UM or CCMB working under the direct supervision and control of Xx. Xxxxxxx.

4.4 In the event sales are achieved by YORK or its AFFILIATE independently, and not either by a SUBLICENSEE or by YORK or its AFFILIATE for a SUBLICENSEE, YORK shall pay a royalty of four (4) percent of NET SALES.

4.5 YORK shall retain Therudex Inc. as consultant according to the agreement in Exhibit 2.

5 Commercialization and further research

5.1 Upon execution of this Agreement, YORK either acting for itself or through a SUBLICENSEE shall ensure that reasonable commercial efforts are used, in relation to the LICENSED PRODUCT, to:

a) file a request for a transfer of the active Canadian IND within 3 months;

b) identify a manufacturer of drug substance within 6 months;

c) identify a manufacturer of drug product within 12 months;

d) file an IND for randomized Phase II trial within 18 months;

e) initiating a randomized Phase II clinical trial in a first country in the LICENSED TERRITORY within twenty four months;

all from the date of this Agreement, and to

f) investigate the use of DPPE in combination with other chemotherapeutic agents and other types of malignancies if warranted; and

g) use all reasonable efforts to ensure that the LICENSED PRODUCT is efficiently marketed and distributed in the LICENSED TERRITORY within five (5) years of the date of this Agreement

5.2 UM and CCMB shall disclose and provide to YORK, and YORK shall be entitled to use, ASSETS to enable YORK to perform its obligations and enjoy the rights granted under this Agreement. UM and CCMB shall provide to YORK, at YORK's request and expense, any technical assistance reasonably necessary to enable YORK or its SUBLICENSEE to make, use, sell, sublicense or otherwise dispose of LICENSED PRODUCT.

5.3 INFORMATION, MATERIAL and PATENTS that arise during the term of this Agreement shall be treated as follows: INFORMATION and MATERIAL, and PATENTS therefor, generated or invented during the term of this Agreement by persons engaged in the SPONSORED RESEARCH, and ASSETS that are related to DPPE and are owned and controlled by UM and/or CCMB, shall be hereby licensed exclusively to YORK under terms and conditions stipulated in this Agreement

5.4 INFORMATION and MATERIAL, and any PATENTS thereforrelating to DPPE, that are generated and/or invented jointly by persons engaged in the SPONSORED RESEARCH and by YORK or its employees or consultants during the term of this Agreement shall be owned jointly by UM and CGMB and YORK and constitute an ASSET. UM and CCMB's interest in this ASSET shall be hereby licensed exclusively to YORK under the terms and conditions stipulated in this Agreement.

5.5 INFORMATION and MATERIAL and any PATENTS therefore relating to DPPE that during the term of this Agreement are generated or invented solely and independently by YORK shall belong solely to YORK and shall constitute YORK PATENTS. UM and CCMB shall have the right to use these YORK PATENTS for research purposes, under the terms and conditions of this Agreement.

5.6 For the purpose of this Article 5, determination of inventorship shall be determined in accordance with United States patent law.

5.7 UM, CCMB and YORK shall receive and maintain all disclosures of know-how, inventions and other intellectual property information under this Agreement, and any other information about the business or affairs of the other relating to the ASSETS, the YORK PATENTS or the Agreement, in confidence and shall not at any time disclose any such received information to persons other than their AFFILIATES, officers, employees and advisers. The disclosure of such information by YORK to a SUBLICENSEE or prospective SUBLICENSEE or to a person or entity contracted by YORK to research and/or develop LICENCED PRODUCT or to a person or entity for bona fide business purposes. including bona fide financing of YORK, who has agreed to keep such information confidential, is permitted by this Agreement. Each party shall take all reasonable steps to ensure that their respective AFFILIATES, officers, employees and advisers maintain the obligations of confidence imposed on UM and CCMB and YORK. The obligations of confidentially shall not apply to any information which:

a) was already known to the receiving party at the time of its disclosure by the disclosing party;

b) has been published or is otherwise within the public knowledge or is generally known to the public without any breach of this Agreement;

c) became known or available to the receiving party from a source having the right to make such disclosure to the receiving party without breach of a secrecy agreement and without restriction on such disclosure to the receiving party;

d) is disclosed to the public as a result of compliance with any applicable law or regulation;

e) is disclosed as the result of any applications for, or publication of, a patent related to ASSETS;

f) is required to be disclosed to the Manitoba Lieutenant Governor Council; or

g) is developed by the receiving party without reference to the disclosed information as evidenced by written records.

5.8 Before any permitted publishing of any INFORMATION, the parties shall disclose the INFORMATION to each other and give each other at least 30 days prior written notice of the proposed publication, and during those 30 days, the parties shall remove from the proposed publication all information which any party considers to be confidential. If any party requires more time to protect INFORMATION contained in the proposed publication the other party shall withhold the publication for a further 60 days. Notwithstanding the above, each party may in its sale discretion withhold permission to publish INFORMATION. The parties are however always entitled to disclose information which they are required by law, regulation, act or order of any governmental authority to disclose, but only to the extent so required.

5.9 The parties have agreed on a research and development plan for SPONSORED RESEARCH that is directed by the parties on an annual basis and is set out in Exhibit 3 as may be amended from time to time.

6 Sublicensing and Assignment

6.1 As per Section 3.3 YORK shall have the right to grant sublicenses to arms length third parties who are not Affiliates Such sublicenses may, at YORK's sore election, be either exclusive or non-exclusive. At all times YORK shall enforce and defend the rights of UM and CCMB in any such sublicenses as set forth in this Agreement.

6.2 Unless otherwise agreed in writing, YORK may, after having fulfilled its obligations according to Clauses 5.1 a) and b) above, wholly or partly assign or pledge its rights or obligations under this Agreement subject to the terms and conditions set out in Section 12.1 below.

6.3 YORK shall provide UM and CCMB with a true copy of all agreements regarding sub-licensing, assignment or disposal of the rights granted to YORK under this Agreement.

7 Payments

7.1 Not later than the last day of July and January of each year, YORK shall furnish to UM and CCMB a written statement of milestones achieved by YORK and of all NET SALES and SUBLICENSING REVENUE received, if any, due for the semi-annual periods ended the last days of the June and December, respectively, and shall pay all amounts due. Such amounts are due within the earlier of (a) thirty (30) days of the dates the statements or (b) the last day of August (when dealing with a statement for the semi-annual period ending on the last day of the immediately preceding June) or the last day of February (when dealing with a statement for the semi-annual period ending on the last day of the immediately preceding December). If no NET SALES or SUBLICENSING REVENUE is received by YORK during any semi-annual periods, a written statement to that effect shall be furnished.

7.2 If this Agreement is terminated for any reason before all of the payments herein provided for have been made, YORK shall submit a final report as soon as all revenue reporting is available and pay any remaining unpaid balance which has accrued.

7.3 Payment provided for in this Agreement, when overdue, shall bear interest at a rate per annum equal to five percent (5 %) in excess of the prime rate at the Canadian Imperial Bank of Commerce (CIBC).

8 Patent rights and patent infringement

8.1 The filing, prosecution, defence, maintenance and enforcement of PATENTS shall be managed by YORK, which shall diligently pursue prosecution of the PATENTS. It shall be the responsibility of YORK to advise UM and CCMB of the status of the PATENTS, and to involve UM and CCMB in all portfolio management decisions. YORK shall be responsible for all fees and expenses that are incurred in connection with the preparation, filing, prosecution, maintenance and defence and enforcement of PATENTS necessary for the exploitation of ASSETS according to this Agreement. YORK shall have the right, in its sole discretion, to elect not to file, prosecute, maintain, defend and enforce the PATENTS in one or more countries. With respect to any such non-elected PATENTS, YORK shall have no rights thereunder in the country so elected, it shall so advise UM and CCMB on a timely basis so UM and CCMB can pursue such PATENTS, and UM and CCMB thereafter shall have the exclusive right to file, prosecute, maintain, defend and enforce the PATENTS in that country at its expense, provided that the filing, prosecuting, maintenance, defence or enforcement of the PATENTS in that country does not compromise the validity, defence or enforceability of the PATENTS in any other elected country.

8.2 Each party shall be entitled to receive for comment copies of all patent applications relating to PATENTS and correspondence, including status reports relating to the prosecution, maintenance, issue, re-issue, re-examination or division of these patent applications.

8.3 If YORK or UM and CCMB is sued by a third party for patent Infringement arising from the SPONSORED RESEARCH or because of the exercise of the license granted herein, YORK shall settle or defend the suit at its own expense, but UM and CCMB shall cooperate to the fullest, at YORK's expense, in the conduct of any such settlement or defence.

8.4 In the event that any infringement of any of the PATENTS comes to the attention of either party hereto, such party shall promptly notify the other party thereof. YORK or its SUBLICENSEE shall have the right but not the obligation to undertake an infringement suit at YORK's expense and in the name of UM and CCMB or YORK or both, as required by law. In such event, UM and CCMB shall cooperate fully with YORK or its SUBLICENSEE, at no expense to UM and CCMB. YORK shall not settle any such suit without obtaining the prior written approval of UM and CCMB, which shall not be unreasonably withheld. Any recovery obtained by YORK as the result of such proceeding, by settlement or otherwise, shall be applied for the following purposes and in the following order: (1) against legal and other expenses of the suit, (2) against liabilities of YORK or UM or CCMB resulting from the suit, and (3) to UM and CCMB in accordance with Article 4.2, wherein such money shall be considered SUBLICENSING REVENUE.

9 Representations and warranties

9.1 UM and CCMB represent and warrant, to their knowledge:

a) that the Inventor is the sole inventor of the inventions described and claimed In the patents listed in Exhibit 1 and that the Inventor has assigned such invention to UM and CCMB.

b) i) that they have not, either alone or together, entered into any agreement regarding the LICENSED PRODUCT, whether in writing or verbally, with any other person that is inconsistent with the terms of this Agreement; and

ii) that the B-M agreement described in preamble paragraph 1.4 has been terminated.

c) that UM and CCMB have the capacity and authority to enter into this Agreement, subject to CCMB obtaining approval of the licensing of the PATENTS to York from the Manitoba Lieutenant Governor in Council.

9.2 YORK represents and warrants that it has the capacity and authority to enter into this Agreement.

9.3 Except as set out in Section 9.1, UM and CCMB make no warranties, express or implied, as to any matter whatsoever including, without limitation:

a) the condition of the ASSETS;

b) the ownership, merchantability or fitness for a particular purpose of the ASSETS; or

c) the scope of the PATENTS or that such PATENTS may be exploited by YORK or a SUBLICENSEE without infringing other patents

9.4 None of the Inventor, UM or CCMB shall have any liability whatsoever to YORK or any other person for or on account of any injury, loss, or damage, or any kind of nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed upon YORK or any other person, arising out of or in connection with or resulting from (1) activities under Section 5.1, (2) the manufacture, use, or sale of any LICENSED PRODUCT; or (3) any advertising or other promotional activities with respect to any of the foregoing, and YORK shall hold UM, CCMB, and the Inventor harmless and indemnify them if anyone of them is held liable. YORK's obligation to indemnify shall not apply if UM and CCMB has caused injury, loss or damage by gross negligence or breach of any of the representations or warranties contained in Section 9.1 above.

9.5 YORK, at its own expense and at all times during the term of this Agreement, will carry and maintain in full force and effect comprehensive general liability insurance, including product liability provisions, in a form and with a carrier acceptable in the pharmaceutical industry. The limits of such policy shall be sufficient at all times for YORK's then current activities under this Agreement, and customary for YORK's business within the industry. UM, CCMB and Inventor shall be named as an additional insured on such insurance and the carrier shall be required to agree, where enforceable, not to cancel same without providing 60 days prior written notice of cancellation to such additional insured entities. Certificate of Insurance as evidence of compliance with this Section 9.5 shall be provided annually to each UM, CCMB and Inventor.

10 Term and termination

10.1 This Agreement shall commence on the Effective Date and, unless terminated sooner, in accordance with the terms hereof, shall remain in force as long as any PATENT is valid in any part of the LICENSED TERRITORY.

10.2 In the event either party shall be in default in the performance of any of its material obligations hereunder, including but not limited breach of representation or warranty, and if the default has not been remedied within ninety (90) days following the date of receipt of a notice in writing from the other party specifying such default and its claim of right to terminate, the other party may terminate this Agreement by written notice in addition to any other remedies available to it by law or equity

10.3 Either party shall have the right to terminate this Agreement with immediate effect if the other party should enter into liquidation, either voluntary or compulsory, or become insolvent, or enter a corporate reorganization proceedings or if execution be levied on any goods and effects of the other party or the other party should enter into receivership or bankruptcy.

10.4 YORK may voluntarily terminate this Agreement, without cause, at any time on ninety (90) days written notice providing there is no SUBLICENSEE. Termination will take effect immediately at the end of the notice period. If YORK voluntarily terminates within the first three (3) years of the Agreement then YORK covenants that it will not develop, sponsor research or market any product in the LICENSED FIELD for a period of five (5) years post-termination. In this event, UM and CCMB

shall be free to pursue other commercial opportunities related to the ASSETS as they shall solely determine.

10.5 Upon the termination of this Agreement by UM and CCMB under Sections 10.2 or 10.3, or by YORK under Section 10.4,

a) YORK and its AFFILIATES shall make no further use of the ASSETS. YORK shall discontinue to use and exploit the ASSETS and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to it by UM and CCMB hereunder. YORK shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that YORK does not retain any copies thereof.

b) UM, CCMB and Inventor shall make no further use of the YORK PATENTS. UM, CCMB and Inventor shall discontinue all use of YORK's INFORMATION and YORK's MATERIAL and shall promptly return all paper, data, drawings, manuals, specifications, descriptions and material of any kind supplied to it by YORK hereunder. UM, CCMB and Inventor shall, when transmitting such material, acknowledge in writing that the documentation thus transmitted is complete and that UM, CCMB and Inventor do not retain any copies thereof.

10.6 This Article 10 and the following rights and obligations shall survive any termination of this Agreement to the degree necessary to permit the fulfillment or discharge by each party of their rights and obligations noted below;

a) YORK's obligation to supply a final report as specified in Article 7.2 of this Agreement.

b) UM's right to receive or recover and YORK's obligation to pay amounts accrued all the date of termination under Article 4 of this Agreement.

c) YORK's obligation to maintain records and make them available under Section 11.1 of this Agreement.

d) The representations, warranties and indemnities under Article 9 of this Agreement.

10.7 The obligations of confidentiality as provided in this Agreement will survive termination of this Agreement for a period of five (5) years post termination, except where termination occurs due to default by York under Section 10.2 or the liquidation, insolvency or corporate reorganization or enter into receivership or bankruptcy as described in Section 10.3 above in which case UM and CCMB shall have no further obligations to YORK, including those under Article 5.

10.8 Notice of termination shall be effectively served on YORK only when written notice of termination is received from both UM and CCMB.

11 Records

11.1 YORK shall keep accurate records relating to all matters relevant to this Agreement (including payments due hereunder) and shall permit UM and CCMB or its duly authorized representative to inspect all such records and to make copies of or extracts from such records during regular business hours and on reasonable notice throughout the term of this Agreement and for a period of six (6) years thereafter. YORK shall fully co-operate at such inspection and shall give any explanations that may be requested. If any such inspection discloses any underpayment of royalties, YORK shall promptly pay the amount of any shortfall plus interest at the rate determined in accordance with Section 7.3 hereof from the date such payment was due until the date that YORK pays the shortfall.

11.2 YORK shall at each time of payment of royalties render a report to UM and CCMB including copies of the SUB-LICENSEES reports to YORK, giving an accurate account of total manufacture and sale of LICENSED PRODUCT and SUBLICENSING REVENUES during the preceding two (2) quarters.

12 Assignability

12.1 Subject to the other party's prior written consent the parties shall have the right to assign this Agreement together with all rights and obligations herein to any other person. Such consent shall not be unreasonably withheld or delayed provided the terms and conditions of the Agreement of assignment are consistent with the terms and conditions of this Agreement. Notwithstanding the foregoing YORK shall always be entitled to assign its rights and obligations to an AFFILIATE. YORK shall the fulfilment by an AFFILIATE of the terms and conditions of this Agreement.

13 Severability

13.1 The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.

14 Use of Licensor’s name

14.1 YORK shall not use the UM or CCMB name or trademark, nor the name of any employee or agent, in any advertising or promotional material or publicity release relating to the ASSETS or the LICENSED PRODUCTs without UM and CCMB prior written consent.

15 Waiver, integration, alteration

15.1 The waiver of a breach hereunder may be effected only by a written document signed by the waiving party and shall not constitute a waiver of any other breach.

15.2 A provision of this Agreement may be altered only by a written document signed by both the parties.

16 Dispute resolution

16.1 If the parties are unable to resolve any dispute arising under this Agreement, such matter shall first be referred for resolution to the Presidents of UM and CCMB and YORK. In the event that no resolution is reached within 10 business days, or such further period as the Presidents may mutually agree, resolution of the dispute shall be determined by arbitration to be held in the English language in Manitoba, in accordance with Manitoba Law.

17 Applicable law

17.1 This Agreement shall be governed and construed in accordance with the laws of Manitoba.

18 Notices under the Agreement

18.1 All written communications and notices between the parties shall be delivered or sent by prepaid mail, registered mail or facsimile transmission to the attention of the party at the addresses provided below, or any other addresses of which either party shall notify the other party in writing. Notices sent by prepaid or registered mail shall be effective on the date delivered and notices sent by facsimile shall be effective on the date transmitted.

If to YORK:	The President
	York Medical Inc.
	0000 Xxxxxxx Xxxxx, Xxxxxxxx 00, Xxxxx 000
	Xxxxxxxxxxx, Xxxxxxx X0X 0X0
	Facsimile: (000) 000-0000

18.2 If to UM:	The University of Manitoba
	Rm. 000 Xxxxxxxxxxxxxx Xxxxxxxx
	Xxxxxxxx, Xxxxxxxx X0X 0X0
	ATTN: Vice-President (Administration)
	Facsimile: (000) 000-0000

With copy to:	The University of Manitoba
	000 Xxxxx Xxxxxx, 000, Xxxxxxxx Xxxxxxxx
	Xxxxxxxx, Xxxxxxxx X0X 0X0
	Facsimile: (000) 000-0000

18.3 If to CCMB:	CancerCare Manitoba
	000 XxXxxxxx Xxx.,
	Xxxxxxxx, Xxxxxxxx X0X 0X0
	ATTN: President and CEO
	Facsimile: (000) 000-0000

19 Extended meaning

19.1 The use of the singular in this Agreement shall include the plural and vice versa.

20 Force majeure

20.1 The parties shall be relieved from liability for a failure to perform any obligation under this Agreement during such period and to the extent that the due performance thereof by either of the parties is prevented by reason of any circumstance beyond the control of the parties, such as war, warlike hostilities, mobilization or general military call-up, civil war, fire, flood or other circumstances of similar nature.

20.2 The party desiring to invoke an event of force majeure shall give immediate notice to the other party of the commencement and the cessation of such event of force majeure, failing which the party shall not be discharged from liability for any non-performance caused by such event of force majeure.

20.3 Both parties shall make all reasonable efforts to prevent and reduce the effect of any non-performance of this Agreement caused by an event of force majeure.

21 Currency

21.1 All amounts due under this Agreement shall be paid in Canadian currency and shall be calculated into Canadian currency using the exchange rate published in the Wall Street Journal on the date that the payment is due.

22 Entire agreement

22.1 This Agreement represents the entire understanding between the parties, and supersedes all other agreements, express or implied, between the parties concerning subject matter of this Agreement.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized officers on the respective dates and at the respective places hereinafter set forth.

Mississauga __ 2000		Winnipeg __ 2000
YORK MEDICAL INC.		University of Manitoba


________________________________		_____________________________
By: Mr. David X.X. Xxxxx		By: Xx. X. XxXxxx
Title: Chairman and Chief Executive Officer		Title: Vice-President, Administration
At: Mississauga, Ontario		At: Winnipeg, Manitoba

		THE MANITOBA CANCER TREATMENT AND RESEARCH FOUNDATION, carrying on its undertaking as CANCERCARE MANITOBA

________________________________		______________________________
By: Xx. Xxxxxx Xxxxxxxxxx		By: Xx. X. Xxxxxxxx
Title: Director, Science & Technology		Title: President & CEO
At: Mississauga, Ontario		At: Winnipeg, Manitoba

I, the undersigned party, acknowledge and fully accept the provisions of this Agreement.

I also represent and warrant, to my knowledge, that:

a) I am the sale inventor of the inventions described and claimed in the patents listed in Exhibit 1 and that I have assigned such inventions to UM and CCMB; and

b) I have not entered into any agreement regarding the LICENSED PRODUCT, whether in writing or verbally, that is inconsistent with the terms of this Agreement.

Winnipeg __ 2000

________________________________

By: Xx. Xxxxx X. Xxxxxxx

Title: Professor

At: Winnipeg, Manitoba

Exhibit 1

Patent Technology 80.02.113

Improved Treatment Method for Cancer

File	Country	Status	Ser./Xxx.#	Attorney Reference
80.02.113.20	Canada	Issued 08/10/99	2,098,593	1887-80
80.02.113.21	Australia	Issued 04/02/96	664,978	1887-82
80.02.113.5	Japan	Issued 10/09/97	2,706,371	1887-83
80.02.113.22	Korea	Abandoned	93-701846	1887-84
80.02.113.17	Austria	Issued 09/07/94	0563127	1887-81
80.02.113.27	Switzerland	Issued 09/07/94	0563127	1887-81
80.02.113.10	Germany	Issued 12/07/94	P69103908.9-08	1887-81
80.02.113.13	Denmark	Issued 09/07/94	0563127	1887-81
80.02.113.11	Spain	Issued 09/07/94	0563127	1887-81
80.02.113.16	UK	Issued 09/07/94	0563127	1887-81
80.02.113.25	Luxembourg	Issued 09/07/94	0563127	1887-81
80.02.113.18	Netherlands	Issued 09/07/94	0563127	1887-81
80.02.113.26	Sweden	Issued 09/07/94	0563127	1887-81
80.02.113.19	Belgium	Issued 09/07/94	0563127	1887-81
80.02.113.15	France	Issued 09/07/94	0563127	1887-81
80.02.113.12	Greece	Issued 12/07/94	3014012	1887-81
80.02.113.24	Italy	Issued 09/07/94	0563127	1887-81
80.02.113.28	Monaco	Issued 09/07/94	0563127	1887-81
80.02.113.4	US	Abandoned	627,836	1887-39
80.02.113.4	US	Abandoned	711,975	1887-69
80.02.113.4	US	Issued 08/25/98	5,798,339	1887-79
80.02.113.7	US	Issued 04/08/97	5,618,000	0000-000
80.02.113.6	US	Issued 05/05/98	5,747,000	0000-000
80.02.113.8	US	Issued 01/12/99	5,859,000	0000-000
80.02.113.2	PCT	Entered National Phase	CA91/00449	1887-68
80.02.113.3	Europe	Issued in Indiv. Countries 09/07/94	0563127	1887-81
80.02.113.9	US	Abandoned	09/200,000	0000-000
80.02.113.14	Brazil	Not Pursued

Patent Technology 80.02.171

Cancer Treatment

File	Country	Status	Ser./Xxx.#	Attorney Reference
80.02.171.4	PCT	Entered Natl. Phase	CA94/00087	1887-95
80.02.171.5	Japan Japan	Issued 12/09/98 Pending	2,834,328 167/98	1887-147 1887-185
80.02.171.6	US	Under review at Patent Office	08/505,000	0000-000
80.02.171.7	Canada	Under review at Patent Office	2,156,000	0000-000
80.02.171.8	Australia	Under review at Patent Office	14804/00	0000-000
80.02.171.9	Europe	Under review at Patent Office	94906813.4	1887-150
80.02.171.10	Brazil	Potential Application		1887-95
80.02.171.11	Korea	Abandoned	95-703444	1887-146
80.02.171.12	US	Under review at Patent Office	08/773,000	0000-000
80.02.171.13	Australia	Issued 02/17/94	693,000	0000-000

Patent Technology 80.02.194

Method of Treatment of Hormone-Unresponsive Metastatic Prostate Cancer

File	Country	Status	Ser./Xxx.#	Attorney Reference
80.02.194.1	US	Issued 07/11/95	5,432,168	1887-93
80.02.194.2	PCT	Entered Natl. Phase	CA94/00676	1887-119
80.02.194.4	Canada	Under review at Patent Office	2,179,000	0000-000
80.02.194.5	Korea	Abandoned	96-703457	1887-162
80.02.194.6	Europe	Under review at Patent Office	95902723.6	1887-165
80.02.194.7	Japan	Published	517694/00	0000-000
80.02.194.8	Australia	Issued 04/01/99	699,000	0000-000
80.02.194.9	US	Issued 01/26/99	5,863,000	0000-000

Exhibit 2.

CONSULTANCY AGREEMENT

Effective, _________, 2000 ("Effective Date") York Medical Inc. having an address at 0000 Xxxxxxx Xxxxx, Xxxxxxxx 00, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0 ("YORK MEDICAL") and Therudex Inc. of 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx, X0X 0X0 ("CONSULTANT") agree to the following terms and conditions under which CONSULTANT has agreed for a term of three years to provide YORK MEDICAL with Consulting Services from the Effective Date of the Agreement ("Term"). Therudex will employ a duly qualified consultant/principal investigator, who shall be approved by YORK MEDICAL in advance. YORK MEDICAL hereby approves Xx. Xxxx X. Xxxxxxx as such consultant.

1. Scope of Work

The services performed by CONSULTANT for YORK MEDICAL pursuant to this Agreement shall be deemed to be within the general scope of cancer therapeutics, specifically, but not limited to, N,N-diethyl-2-[4-(phenylmethyl)phenoxy]ethanamine.HCI (“DPPE")("Field of the Agreement"). The "DPPE Project" is defined as any commercialization activities operating under patents summarized in Appendix A. "Consulting Services" include clinical and technical information, advice and opinions in the field of oncology, as related to the DPPE Project.

2. Compensation

It is further understood and agreed that YORK MEDICAL shall pay CONSULTANT for Consulting Services rendered hereunder at the rate of CDN $50,000.00, plus GST, per year, which is to be paid in four equal quarterly installments in advance, with the first payment (to include a prorated sum for any portion of a quarter prior to the last quarter of the year 2000) to

be made on ________, 2000.

In the event that YORK MEDICAL requests CONSULTANT to provide Consulting Services at a

location away from the metropolitan area of CONSULTANT's regular place of business, YORK

MEDICAL will reimburse CONSULTANT for reasonable travel and living expenses incurred by

CONSULTANT. lt is understood and agreed that YORK MEDICAL will stipulate the places and locations wherein CONSULTANT will provide the Consulting Services. Payment for any travel expenses will be made within thirty (30) days of submission by CONSULTANT of an itemized account to YORK MEDICAL of the travel expenses incurred and payments due. It is understood that the CONSULTANT will not be expected to travel more than 10 days/calendar year, excluding actual travel time.

3. Manner of Performance

CONSULTANT represents that CONSULTANT has the requisite expertise and ability to render the Consulting Services, and will perform the Consulting Services in an efficient manner and in accordance with the terms of this Agreement. CONSULTANT will abide by all laws, rules and regulations that apply to the performance of the Consulting Services and when on YORK MEDICAL's premises, will comply with YORK MEDlCAL's policies with respect to conduct of visitors. CONSULTANT is an independent contractor, and shall not be considered an employee of YORK MEDICAL.

4. Confidentiality

All communications between the parties hereto and all information and other material supplied to or received by a party hereto from the other party which is either marked "confidential" or is by its nature intended to be exclusively the knowledge of the parties hereto alone, and any information concerning the business transactions or the financial arrangements of YORK MEDICAL coming to the knowledge of the CONSULTANT shall be kept confidential by each of

the parties hereto unless and until it is agreed that it is, or part of it is, in the public domain, whereupon, to the extent that it is public, this obligation shall cease. In any case of uncertainty a party shall treat information and material as confidential until clearance is obtained from the other party.

The parties shall take all reasonable steps to minimize the risk of disclosure of confidential information, by ensuring that only persons whose duties will require them to possess any such information shall have access thereto, and they shall be instructed to treat the same as confidential.

The CONSULTANT shall keep confidential, all information coming to his knowledge in the course of the performance of his duties hereunder relating to the business associations and transactions of YORK MEDICAL with other persons or bodies including other technical or commercial co-operative arrangements.

The obligations of confidentiality herein shall survive the expiration or termination of this Agreement.

5. Relationship with Others

During the Term of this Agreement, CONSULTANT agrees not to perform any service within the Field of the Agreement or which may utilize any of the information obtained from YORK MEDICAL or any information developed during the course of performing the Consulting Services for YORK MEDICAL for any competitor or potential competitor of YORK MEDICAL. It is understood that CONSULTANT is permitted to continue to serve in an advisory capacity to the pharmaceutical industry as long as this is done in accordance with Article 4 of this Agreement.

6. Ownership of Developments

CONSULTANT agrees and does hereby assign to YORK MEDICAL, any and all of CONSULTANT's interest in any inventions or discoveries created by the CONSULTANT during the direct performance of Consulting Services within the Field of the Agreement during the Term, which includes all written material and unpatentable information, discoveries, and ideas (including but not limited to any computer software) which are made, conceived or written by CONSULTANT during the Term and which are based upon any information received from YORK MEDICAL, and/or developed as a result of the direct performance of the Consulting Services for YORK MEDICAL during the Term (herein "Developments"). CONSULTANT agrees to hold all such Developments confidential in accordance with Article 4 of this Agreement. CONSULTANT shall disclose promptly to YORK MEDICAL Developments and upon YORK MEDlCAL's request and at YORK MEDICAL's expense, CONSULTANT will assist YORK MEDICAL, or anyone it designates, in filing and prosecuting patent or copyright applications covering such Developments in any country in the world. Each copyrightable work, to the extent permitted by law, will be considered a work made for hire and the authorship and copyright of the work shall be in YORK MEDICAL's name. CONSULTANT will execute all papers and do all things which may be necessary or advisable, in the opinion of YORK MEDICAL, to prepare, file and prosecute such applications, and to evidence the assignment in YORK MEDICAL, or its designee, of all right, title and interest in and to such Developments.

YORK MEDICAL acknowledges that CONSULTANT is required to assign inventions to his employer, and this obligation shall supercede this Article.

YORK MEDICAL agrees to compensate CONSULTANT for any time CONSULTANT actually spends in response to a specific request for assistance by YORK MEDICAL under this Article, at a rate of CDN$ 1,000.00 per day.

7. Term

The Term of this Agreement is as specified on the first page of this Agreement. The parties agree that this Agreement may be extended by mutual agreement. In the event that YORK MEDICAL chooses to terminate the DPPE Project, YORK MEDICAL has the right to terminate this Agreement upon thirty (30) days written notice.

8. Indemnification and Warranties

YORK MEDICAL agrees to hold harmless, indemnify and defend CONSULTANT from any and all claims for damages, expenses, losses or injuries arising out of the use, manufacture, design, or distribution of products developed in connection with or arising out of Consulting Services, by YORK MEDICAL, its directors, employees, contractors, subcontractors, by any party acting on behalf of or under authorization from YORK MEDICAL, or by third parties. Such indemnity shall include all costs and expenses, including legal costs and any costs of settlement.

9. General

No assignment by CONSULTANT of this Agreement, or any sums due under it. will be binding on YORK MEDICAL without YORK MEDICAL's prior written consent. This Agreement supersedes all prior agreements and understandings between the parties respecting the subject matter of this Agreement. No change in any provision of this Agreement shall be binding unless it is in writing and signed by both the CONSULTANT and a duly authorized representative of YORK MEDICAL. This Agreement shall be construed according to the laws of the Province of Ontario.

10. Severability

If any of the provisions of this Agreement are void or unenforceable, the remaining provisions shall nevertheless be effective, the intent being to effectuate this Agreement to the fullest extent possible.

11. Entire Agreement

This Agreement is the entire agreement with respect to the subject matter of this Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

______________________________		______________________________
Xxxxx X.X. Xxxxx		Therudex Inc.
Chairman		Xx. Xxxxx X. Xxxxxxx (President)



______________________________		______________________________
Date:		Date:

Appendix A