EXHIBIT 99.4
ESCROW AGREEMENT
THIS AGREEMENT is made as of the 2nd day of May, 0000,
X X X X X X X:
YM BIOSCIENCES INC., a corporation existing under the laws of the
Province of Nova Scotia ("YM")
- and -
EQUITY TRANSFER SERVICES INC., a corporation existing under the laws
of the Province of Ontario (the "Escrow Agent")
RECITALS:
A. A merger agreement dated as of April 12, 2005 (the "Merger Agreement") was
entered into by YM, 2069044 Ontario Limited ("2069044"), being a
wholly-owned subsidiary of YM, Delex Therapeutics Inc. ("Delex"), the
Business Development Bank of Canada, New Generation Biotech (Equity) Fund
Inc., and Eastern Technology Seed Investment Fund Limited Partnership,
pursuant to which 2069044 shall amalgamate (the "Amalgamation") with
Delex.
B. The Delex Shareholders have voted in favour of the Amalgamation at a
special meeting of shareholders of Delex held on April 25, 2005.
C. In connection with the Amalgamation, the Delex Shareholders have received
an aggregate of 4,603,173 Consideration Shares (subject to adjustment as
provided in the Merger Agreement).
D. The Delex Shareholders have agreed, in connection with the approval of the
Amalgamation, to deposit all of the Consideration Shares payable to them
pursuant to the Merger Agreement and the Amalgamation with the Escrow
Agent, to be held in escrow by the Escrow Agent on the terms and
conditions contained in this Agreement.
NOW THEREFORE in consideration of the sum of $10.00, and the participation
of YM in the Amalgamation as described above, and for other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
Capitalised terms used but not defined herein shall have the meanings
attributed thereto in the Merger Agreement. Additionally, in this Agreement:
1.1.1 "this Agreement", "hereto", "herein", "hereof", "hereby",
"hereunder" and any similar expressions refer to this Agreement as it may
be amended or supplemented from time to time, and not to any particular
Article, Section or other portion hereof;
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1.1.2 "Derivative Property" means all stocks, shares, securities, rights,
moneys or other Property accruing or offered at any time (whether by way
of dividend, distribution, return of capital, reorganization,
reclassification, redemption, bonus, preference, option rights or
otherwise) by virtue of a legal or beneficial interest in any Property;
1.1.3 "Escrow Deadline" means 5:00 p.m. (Toronto time) on May 2, 2010;
1.1.4 "Escrowed Shares" means the Consideration Shares held in escrow
pursuant to this Agreement at any time and from time to time;
1.1.5 "Escrowed Share Proceeds" means any Derivative Property related to
the Escrowed Shares;
1.1.6 "Escrowed Shareholders" means the Delex Shareholders, as identified
in Schedule "B";
1.1.7 "Lien" means any mortgage, pledge, charge, assignment, security
interest, hypothec, lien or other encumbrance, including, without
limitation, any agreement to give any of the foregoing;
1.1.8 "Milestone" means each of Milestone 1, Milestone 2, Milestone 3 and
Milestone 4;
1.1.9 "Milestone 1" means receipt of approval of the first IND submission
for a Phase II trial (or, in Canada, a clinical trial authorization for a
Phase II trial) for AeroLEF (or any other product utilizing the DELEX
Technology) from the applicable regulatory authorities in the United
States or Canada;
1.1.10 "Milestone 2" means YM entering into a strategic partnership, joint
venture, collaboration or other licensing arrangement (whether or not
pursuant to a formal written agreement) with any third party with respect
to the ongoing development and/or commercialization for AeroLEF (or any
other product utilizing the DELEX Technology) (whether in Canada or
anywhere else in the world);
1.1.11 "Milestone 3" means the initiation of the first Phase III clinical
trial for AeroLEF (or any other product utilizing the DELEX Technology)
(whether in Canada or anywhere else in the world);
1.1.12 "Milestone 4" means initiation of the second Phase III clinical
trial for AeroLEF (or any other product utilizing the DELEX Technology)
(whether in Canada or anywhere else in the world);
1.1.13 "Property" means any personal property as defined in the Personal
Property Security Act (Ontario), as amended from time to time.
1.2 Headings
The inclusion of headings in this Agreement is for convenience of
reference only and shall not affect the construction or interpretation hereof.
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1.3 References to Articles and Sections
Whenever in this Agreement a particular Article, Section or other portion
thereof is referred to then, unless otherwise indicated, such reference pertains
to the particular Article, Section or portion thereof contained herein.
1.4 Gender and Number
In this Agreement, unless the context otherwise requires, words importing
the singular include the plural and vice versa and words importing gender
include all genders.
1.5 Invalidity of Provisions
Each of the provisions contained in this Agreement is distinct and
severable and a declaration of invalidity or unenforceability of any such
provision or part thereof by a court of competent jurisdiction shall not affect
the validity or enforceability of any other provision hereof.
1.6 Amendment, Waiver
No amendment or waiver of this Agreement shall be binding unless executed
in writing by the party to be bound thereby. No waiver of any provision of this
Agreement shall constitute a waiver of any other provision nor shall any waiver
of any provision of this Agreement constitute a continuing waiver unless
otherwise expressly provided.
1.7 Governing Law, Attornment
This Agreement shall be governed by and construed in accordance with the
laws of Ontario and the laws of Canada applicable therein and the parties hereby
irrevocably attorn to the non-exclusive jurisdiction of the Ontario courts.
1.8 Term of Agreement
1.8.1 Subject to Section 1.8.2, this Agreement shall be of no further
force or effect as of and from the earlier of: (i) the date on which the
Escrow Agent no longer holds any of the Escrowed Shares or any Escrowed
Share Proceeds and (ii) the Escrow Deadline, unless otherwise terminated,
extended or modified by all of the parties hereto.
1.8.2 Notwithstanding anything to the contrary contained in this
Agreement, the provisions of Article 4 shall remain in full force and
effect in perpetuity, irrespective of whether or not this Agreement has
expired or been terminated in any manner whatsoever.
ARTICLE 2
ESCROW
2.1 Designation of Escrow Agent
2.1.1 It is a condition of the Merger Agreement that YM deliver
certificates representing the Escrowed Shares to the Escrow Agent pursuant
to this Escrow Agreement, the form of which was attached as Exhibit 3 to
the Merger Agreement.
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2.1.2 The Escrow Agent hereby agrees to act as the escrow agent referred
to in the Merger Agreement on the terms and conditions set out herein.
2.1.3 In discharging its duties under this agreement, the Escrow Agent
shall have regard only to the provisions hereof and no other agreement,
document or instrument and, specifically, the Escrow Agent shall have no
obligation to read or examine the Merger Agreement (provided however that
the Escrow Agent shall consider the Merger Agreement as necessary in
connection with the meaning of those terms used in this Escrow Agreement
that are defined in the Merger Agreement. ).
2.2 Deposit and Holding of Escrowed Shares
2.2.1 On the Effective Date, YM shall deliver to the Escrow Agent the
Consideration Shares to be held in escrow by the Escrow Agent pursuant to
the terms of this Agreement.
2.3 Distributions etc. to Securityholders
For greater certainty, during the period in which any of the Escrowed
Shares are held in escrow under this Agreement, any Escrowed Share Proceeds in
respect of the Escrowed Shares which have not been released in accordance with
the terms of this Agreement shall promptly be delivered to the Escrow Agent to
be held in escrow. All provisions of this Agreement relating to Escrowed Shares
shall apply, mutatis mutandis, to Escrowed Share Proceeds.
2.4 Release of Escrowed Shares
2.4.1 Subject to subsection 2.4.3 and Section 2.5, the Escrowed Shares and
the Escrowed Share Proceeds attributed to the Escrowed Shares in question
will be released in accordance with Schedule "A".
2.4.2 Upon the completion of a Milestone, YM shall deliver a written
notice (substantially in the form of Schedule "C") to the Escrow Agent
advising of the completion of such Milestone and the Escrow Agent shall
deliver to the Escrowed Shareholders the Escrowed Shares to be released
upon the completion of such Milestone (as further specified on Schedule
"A") and the Escrowed Share Proceeds attributable to such Escrowed Shares.
Certificates representing such Escrowed Shares shall be delivered or sent
by registered mail to the Escrowed Shareholders at their respective
addresses as set out in Schedule "B".
2.4.3 Notwithstanding any of the above, if an NDA (or the corresponding
regulatory marketing authorization) is issued in any of the United States,
Canada, Western Europe or Japan in connection with any product utilizing
the Delex Technology within the five years following the Effective Date or
if YM breaches any of its covenants as set out at Subsections 4.2(1) or
(3) of the Merger Agreement (but subject to Subsection 4.2(4) and 4.2(5)
of the Merger Agreement), then YM shall deliver a written notice
(substantially in the form of Schedule "D") to the Escrow Agent advising
of such event and the Escrow Agent shall deliver to the Escrowed
Shareholders all the Escrowed Shares then remaining in escrow (as further
specified on Schedule A) together with the Escrowed Share Proceeds
attributable to such Escrowed Shares.
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2.5 Escrow Deadline
Notwithstanding Section 2.4, if any Escrowed Shares remain in escrow at
the Escrow Deadline, the Escrow Agent shall deliver such Escrowed Shares (and
Escrowed Share Proceeds attributable to such Escrowed Shares), together with
stock transfer powers duly executed by the relevant Escrowed Shareholder, to YM
for cancellation. YM shall cancel such Escrowed Shares and the Escrowed
Shareholders shall have no further claim or entitlement thereto or to the
Escrowed Share Proceeds attributable thereto. The Escrow Agent shall destroy,
immediately following the Escrow Deadline and, to the extent that any Escrowed
Shares had remained in escrow at the Escrow Deadline, any such delivery of
Escrowed Shares, all stock transfer powers held by it following the Escrow
Deadline (and, where relevant, such delivery of Escrowed Shares). The Escrow
Agent acknowledges and agrees that all stock transfer powers held by it pursuant
to this Agreement are to be used only for the purposes of this Section 2.5.
2.6 Instructions to Escrow Agent
The Escrow Agent shall not be required to take any action with respect to
the Escrowed Shares or any Escrowed Share Proceeds other than in accordance with
an order of a court that has taken jurisdiction over the matter or on the
written instructions of YM . The Escrow Agent shall provide, to each of the
Delex Shareholders, at the address noted in Schedule "B", a copy of all written
notices received by it from YM pursuant to this Agreement.
ARTICLE 3
UNDERTAKING AND RIGHTS
3.1 Restrictions on Dealing by Escrowed Shareholders
It is a condition to the payment by YM of the Escrowed Shares to the
Escrowed Shareholders and of YM entering into this Escrow Agreement that none of
the Escrowed Shareholders shall, prior to the transfer and release of Escrowed
Shares in accordance with Section 2.4, without the prior written consent of YM:
3.1.1 sell, assign, transfer (including, without limitation, granting all
or any part of the economic benefit attached to the Escrowed Shares or
Escrowed Share Proceeds to any other Person), exchange or otherwise
dispose of the Escrowed Shares or Escrowed Share Proceeds; or
3.1.2 create, assume or suffer to exist any Lien upon the Escrowed Shares
or Escrowed Share Proceeds.
3.2 Voting Rights
It is a condition to the payment by YM of the Escrowed Shares to the
Escrowed Shareholders and of YM entering into this Escrow Agreement that none of
the Escrowed Shareholders shall exercise or permit others to exercise any rights
to vote the Escrowed Shares and any voting rights attaching to Escrowed Share
Proceeds in respect of YM.
3.3 Restrictions on Dealing with Escrowed Shares by Escrow Agent
Except in strict compliance with this Agreement, the Escrow Agent shall
not, without the prior written consent of YM and the Escrowed Shareholders:
3.3.1 sell, assign, transfer (including, without limitation, granting all
or any part of the economic benefit attached to the Escrowed Shares or
Escrowed Share Proceeds to any other Person), exchange or otherwise
dispose of the Escrowed Shares or Escrowed Share Proceeds;
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3.3.2 create, assume or suffer to exist any Lien upon the Escrowed Shares
or Escrowed Share Proceeds; or
3.3.3 cause any other Person to do any of the acts which the Escrow Agent
is prohibited from doing pursuant to Sections 3.3.1 and 3.3.2.
ARTICLE 4
PROTECTION OF ESCROW AGENT
4.1 Indemnity
YM shall indemnify the Escrow Agent and every attorney or agent appointed
by it (collectively, the "Indemnified Parties") in respect of all liabilities,
expenses or loss incurred by the Indemnified Parties or any claims against the
Indemnified Parties (including legal fees on a solicitor and their own client
basis) in good faith in the execution or purported execution of the Escrow
Agent's duties as escrow agent hereunder, except in the case of fraud,
deliberate or gross fault or gross negligence of the Escrow Agent.
4.2 No Liability for Losses
The Escrow Agent shall not be liable for any costs, losses, damages, legal
costs and expenses, liability, claims and demands, arising in connection with
the exercise or purported exercise of any of their rights, powers and
discretions in good faith under this Agreement, other than as a result of its
own fraud, deliberate or gross fault or gross negligence, and in particular (but
without limitation) the Escrow Agent shall not be liable to account for anything
except actual receipts. The Escrow Agent shall be fully protected in acting and
relying reasonably upon any written notice, direction, instruction, order,
certificate, confirmation, request, waiver, consent, receipt, statutory
declaration or other paper or document (collectively referred to as "Documents")
furnished to it and signed by any person required to or entitled to execute and
deliver to the Escrow Agent any such Documents in connection with this
Agreement, not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and accuracy of any information
therein contained, which they in good faith believe to be genuine. The Escrow
Agent will not have any responsibility for the genuineness or validity of any
security, document or other thing deposited with it.
4.3 No Other Duties
The Escrow Agent shall have no duties except those which are expressly set
forth herein and shall not be bound by any notice of a claim or a demand with
respect thereto or any waiver, modification, amendment, termination or
rescission of this Agreement unless received by it in writing and signed by all
of the parties hereto (or, in the case of a waiver, the party so waiving) other
than the Escrow Agent and is in a form satisfactory to the Escrow Agent. No
implied duties or obligations of the Escrow Agent shall be read into this
Agreement.
4.4 No Further Assurances
Nothing herein contained shall impose any obligation on the Escrow Agent
to see to or require evidence of the registration or filing or recording (or
renewal thereof) of this Agreement, or any instrument ancillary or supplemental
thereto, or to procure any further, any other or additional instrument or
further assurance.
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4.5 No Responsibility for Actions of the Parties
In the exercise of its rights and duties hereunder, the Escrow Agent shall
not be in any way responsible for the consequence of any breach on the part of a
party hereto of any of their respective covenants herein contained or of any
acts of YM, the Escrowed Shareholders or servants of any of them.
4.6 Right to Refuse to Act
The Escrow Agent shall retain the right not to act and shall not be held
liable for refusing to act unless it has received clear and reasonable
documentation which complies with the terms of this Agreement. Such
documentation must not require the exercise of any discretion or independent
judgment.
4.7 Not a Trustee
The Escrow Agent accepts its duties and responsibilities under this
Agreement, and the Escrowed Shares and any share certificates or other evidence
of the Escrowed Shares, solely as a custodian, bailee and agent. No trust is
intended to be, or is or will be, created hereby and the Escrow Agent shall owe
no duties hereunder as a trustee.
ARTICLE 5
GENERAL
5.1 Notices
Any notice, document, request or other communication required or permitted
to be given hereunder must be in writing and given by delivery to the relevant
address indicated below or by facsimile transmission or electronic message
system to such address and such notice shall, if sent on any day by facsimile
transmission or electronic message system after the normal business hours of the
recipient, be deemed to have been given on the next Business Day:
(a) if to YM:
0000 Xxxxxxx Xxxxx
Xxxx. 00, Xxxxx 000
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxx Xxxxx
Telecopier Number: (000) 000-0000
(b) if to any Escrowed Shareholder:
to the respective person and address set out in Schedule "B";
(c) if to the Escrow Agent:
Xxxxx 000
000 Xxxxxxxx Xx. Xxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxxx Xxxxxxxxx
Telecopier Number: (000) 000-0000
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A party hereto may from time to time notify the other parties hereto, in
accordance with the provisions hereof, of any change of address which
thereafter, until changed by like notice, shall be the address of such party for
all purposes of this Agreement.
5.2 Entitlement to Advice
The Escrow Agent shall be entitled to take legal or other advice and
employ such assistance as in its judgment, acting and relying reasonably, may be
necessary for the proper discharge of its duties and the determination of its
rights and obligations hereunder and, if acting and relying in good faith, may
act and rely upon the opinion, information or advice of counsel or any other
independent expert or advisor retained by it. The Escrow Agent shall not be
responsible for any loss resulting from any action or inaction taken in good
faith in reliance upon such opinion, information or advice.
5.3 Remuneration and Expenses
The reasonable fees and expenses of the Escrow Agent shall be paid by YM
in consideration for acting in its role hereunder. Any amount due under this
Section 5.3 and unpaid 30 days after demand for such payment has been made shall
bear interest from the expiration of such 30 day period, at the rate normally
charged by the Escrow Agent on overdue accounts.
5.4 Miscellaneous Fees and Expenses
YM will pay or procure the payment when due of all present and future
registration fees, stamp duties and other imposts or transaction taxes in
relation to this Agreement and keep the other parties hereto indemnified against
any defence or delay in paying them, provided that the Escrow Agent will not be
required to pay any amount in respect of the foregoing until the necessary funds
are provided to them by YM.
5.5 Resignation of Escrow Agent
Subject to Section 5.6 below, the Escrow Agent may resign, after giving at
least two (2) months' notice in writing (or such shorter period as the parties
shall accept in their documentation) to YM of the effective date of resignation
(the "Escrow Agent Resignation Date"). After giving such notice, the Escrow
Agent shall be discharged from all further duties and obligations hereunder on
the later of: (i) the date on which a successor Escrow Agent is appointed by YM.
in consultation with the Escrowed Shareholders; and (ii) the Escrow Agent
Resignation Date.
If the Escrow Agent resigns its agency in accordance herewith, YM shall
have the right and obligation to appoint, in consultation with the Major
Shareholders, a succeeding Escrow Agent who, upon accepting such appointment,
shall assume all of the obligations and responsibilities and shall be entitled
to enjoy the benefits and rights of the Escrow Agent hereunder. If a successor
escrow agent is appointed as herein provided, the Escrow Agent shall pay and
deliver to such successor all funds, agreements and other documents then in its
possession upon payment of its fees.
The rights and benefits held by and the indemnities granted in favour of
the Escrow Agent set out in Articles 4 and 5 hereof shall continue indefinitely
notwithstanding the appointment of a successor escrow agent pursuant to
provisions of this Section 5.5.
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5.6 Release into Court
If there is a dispute regarding the release of Escrowed Shares or any
Escrowed Share Proceeds, any other claim or demand is made by any person against
the Escrow Agent in connection with this Agreement or the Escrowed Shares or
Escrowed Share Proceeds, or the Escrow Agent receives conflicting instructions
from YM, the Escrow Agent may seek an interpleader order or similar order of a
court or other applicable forum and/or may transfer the Escrowed Shares or
Escrowed Share Proceeds into an account administered by the Court or other
applicable forum. Upon such transfer being completed the Escrow Agent shall be
released from all obligations under this Agreement. Notwithstanding such
termination, the provisions of Article 4 of this Agreement shall continue in
force pending the resolution of any and all outstanding claims. All parties to
this Agreement shall take all steps reasonably required to give effect to this
Section 5.6.
5.7 Successors and Assigns
This Agreement shall be binding on the parties hereto and their respective
successors and assigns and shall enure to the benefit of the parties hereto and
their respective successors and assigns.
5.9 Amendment
This Agreement shall not be amended, revoked or rescinded as to any of its
terms and conditions except by agreement in writing signed by the Escrow Agent
and by all of the parties to the Merger Agreement.
5.10 Severability
Any provision hereof which is prohibited or unenforceable in any
jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction will
not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by law, the parties hereto waive any provision of law
which renders any such provision prohibited or unenforceable in any respect.
5.11 Entire Agreement
This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written. There are
no conditions, warranties, representations or other agreements between the
parties in connection with the subject matter of this Agreement (whether oral or
written, express or implied, statutory or otherwise) except as specifically set
out in this Agreement.
5.12 Waiver
A waiver of any default, breach or non compliance under this Agreement is
not effective unless in writing and signed by the party to be bound by the
waiver. No waiver shall be inferred from or implied by any failure to act or
delay in acting by a party in respect of any default, breach or non observance
or by anything done or omitted to be done by the other party. The waiver by a
party of any default, breach or non compliance under this Agreement shall not
operate as a waiver of that party's rights under this agreement in respect of
any continuing or subsequent default, breach or non observance (whether of the
same or any other nature).
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5.8 Counterparts
This Agreement may be executed in several counterparts, each of which when
so executed shall be deemed to be an original, and such counterparts together
shall constitute one and the same instrument and notwithstanding their date of
execution shall be deemed to bear the date of May 2, 2005.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
YM BIOSCIENCES INC.
Per: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
Title: Chairman and
Chief Executive Officer
EQUITY TRANSFER SERVICES INC.
Per: /s/ Xxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice-President & COO
SCHEDULE "A"
---------------------- -------------------------------------------------------------------------------------------------
Escrowed Shares to be Released
Release Date or
Milestone
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
New
Generation Xxxx Xxxxx
Eastern Business Biotech Family Family
Technology Seed Development Equity Fund Holdings Holdings Xxxxx Xxxxx
Investment Fund Bank of Canada Inc. Limited Ltd. XxXxxx Pliura
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
November 2, 2005 29,578 126,764 300,007 0 0 0 0
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
May 2, 2006 29,578 126,764 300,007 0 0 0 0
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
November 2, 2006 29,578 126,764 300,007 0 0 0 0
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
May 2, 2007 29,578 126,764 300,007 0 0 0 0
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
Milestone 1 25,720 110,229 260,876 0 0 0 0
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
Milestone 2 41,152 176,367 417,402 0 0 0 0
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
Milestone 3 346,734 214,642 504,166 26,179 12,377 4,951 2,063
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
Milestone 4 91,427 140,504 326,079 44,183 20,889 8,356 3,482
---------------------- ------------------ ---------------- -------------- ------------ ----------- ----------- ---------
SCHEDULE "B"
------------------------------------------------------------ ---------------------------------------------------------
Escrowed Shareholder Address
------------------------------------------------------------ ---------------------------------------------------------
Eastern Technology Seed Investment Fund Limited Partnership c/o Ventures West Management Inc.
00 Xxxxxxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxxxxx
------------------------------------------------------------ ---------------------------------------------------------
Business Development Bank of Canada 000 Xxxx Xxxxxx Xxxx
Xxxxx 0000
X.X. Xxx 00
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxx Xxxx
------------------------------------------------------------ ---------------------------------------------------------
New Generation Biotech (Equity) Fund Inc. c/o Genesys Capital Partners
000 Xxxxx Xxxxxx Xxxx
Xxxxx 0000
X.X. Xxx 00
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxx
------------------------------------------------------------ ---------------------------------------------------------
Hung Family Holdings Limited 000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxx Xxxxxx
X0X 0X0
Attention: Xx. Xxxxxxx Xxxx
------------------------------------------------------------ ---------------------------------------------------------
Xxxxx Family Holdings Ltd. c/o Xx. Xxxxxx Somlyai
0000 Xxxxxx Xxxx, XX
Xxxxxxx, Xxxxxxx
X0X 0X0
------------------------------------------------------------ ---------------------------------------------------------
Xxxxx Xxxxxx 0000 Xxxxxx Xxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
------------------------------------------------------------ ---------------------------------------------------------
Xxxxx XxXxxx 0000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
------------------------------------------------------------ ---------------------------------------------------------
SCHEDULE "C"
FORM OF NOTICE
TO: EQUITY TRANSFER SERVICES INC.
Reference is made to the escrow agreement dated as of May 2, 2005 (the "Escrow
Agreement") between YM BioSciences Inc. and Equity Transfer Services Inc.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to therein the Escrow Agreement.
Pursuant to Section 2.4.2 of the Escrow Agreement, the undersigned hereby (i)
advises you of the completion of Milestone ___ prior to May 2, 2010; and (ii)
irrevocably authorizes and directs you to release from escrow an aggregate of
_______ Escrowed Shares (together with the Escrowed Share Proceeds attributable
thereto, if any) to the Escrowed Shareholders in accordance with Schedule "A" to
the Escrow Agreement.
DATED as of the day of ______, 200_.
YM BIOSCIENCES INC.
---------------------------------
Authorized Signing Officer
SCHEDULE "D"
FORM OF NOTICE
TO: EQUITY TRANSFER SERVICES INC.
Reference is made to the escrow agreement dated as of May 2, 2005 (the "Escrow
Agreement") between YM BioSciences Inc. and Equity Transfer Services Inc.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to therein the Escrow Agreement.
Pursuant to Section 2.4.3 of the Escrow Agreement the undersigned hereby (i)
advises you of the issuance of an NDA (or corresponding reulatory marketing
authorization) in one of the United States, Canada, Western Europe or Japan in
connection with a product utilizing the Delex Technology; and (ii) irrevocably
authorizes and directs you to release all Escrowed Shares remaining in escrow as
at the date hereof together with the Escrowed Share Proceeds attributable
thereto, if any, to the Escrowed Shareholders in accordance with Schedule "A" to
the Escrow Agreement.
DATED as of the day of ________, 200_.
YM BIOSCIENCES INC.
---------------------------------
Authorized Signing Officer
