This Voting Agreement made as of the 13th day of November, 2003 By: ALDA Pharmaceuticals Inc., a company incorporated in the Province of British Columbia And: Dr. Allan Shapiro, of the Municipality of Surrey, in the Province of British Columbia...

EXHIBIT 3: VOTING AGREEMENT

This Voting Agreement made as of the 13th day of November, 2003

By:

XXXX Pharmaceuticals Inc., a company incorporated in the Province of British

Columbia

And:

Xx. Xxxxx Xxxxxxx, of the Municipality of Surrey, in the Province of British Columbia

(“Xxxxxxx”)

And:

Xx. Xxxxxxx Xxxxx, of the City of Vancouver, in the Province of British Columbia

(“Wilby”)

And:

Xxxx Biotech Capital Ltd., a company incorporated in the Province of British Columbia

(“Xxxx”)

In Favour Of:

Xxxxxxxx Xxxx, of the City of New Westminster, in the Province of British Columbia

(“Xxxx”)

And:

Xxxxx Xxxx, of the City of Vancouver, in the Province of British Columbia

(“Chen”)

And:

Xxxxx Xxxxxxx, of the City of Vancouver, in the Province of British Columbia

(“Xxxxxxx”)

Recitals

A.

Concurrently with the execution and delivery of this Voting Agreement, XXXX is completing the sale of the assets of its business as a going concern to Xxxx pursuant to an Asset Purchase Agreement made as of the 1st day of September, 2002 among XXXX, Xxxx and Xxxxxxx, in consideration of Xxxx paying the Purchase Price of $800,000 to XXXX by issuing to XXXX commons shares in the capital of Xxxx.

X.

Xxxxxxx and Xxxxx are the principal shareholders of XXXX.

C.

It is a condition precedent to the completion of the sale that XXXX, Xxxxxxx and Xxxxx enter into this Voting Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration (the receipt and sufficiency of which is acknowledged by ALDA, Shapiro, Wilby and Xxxx), ALDA, Shapiro, Wilby and Xxxx covenant and agree with Xxxx, Chen and Xxxxxxx as follows:

1. Definitions and Interpretation

1.1. Definitions – In this Voting Agreement the following words have the following meanings:

1.1.1. “Board” means the board of directors of Xxxx;

1.1.2. “Meeting” means a meeting of the shareholders of Xxxx duly called in accordance with the British Columbia Company Act at which directors will be elected to the Board.

1.1.3. “Payment Shares” means the common shares of Xxxx issued to XXXX as

consideration for the sale by XXXX of the assets of its business as a going concern to Xxxx.

1.2. Gender/Numbers – Words importing the singular number only will include the plural and vice versa and words importing the use of any gender will include both genders.

1.3. Headings – The article and section headings in this Agreement are included for convenience of reference only and will not constitute a part of this Agreement for any other purpose.

1.4. Proper Law – This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

2. Exercise of Voting Power

2.1. Exercise of Voting Power – Until termination of this Agreement under section 4:

2.1.1. XXXX will vote or cause to be voted the Payment Shares and all other voting shares of Xxxx owned, directly or indirectly, or controlled by XXXX in favour of the number of directors of Xxxx not exceeding six directors, and the sixth director being independent of XXXX;

2.1.2. XXXX will vote or cause to be voted the Payment Shares and all other voting shares of Xxxx owned, directly or indirectly, or controlled by XXXX in favour of the election of Xxxx, Chen and Xxxxxxx as directors of Xxxx provided they have been nominated by Xxxx for election to the Board; and

2.1.3. each of Xxxxxxx and Wilby will vote or cause to be voted all voting shares of Xxxx owned, directly or indirectly, or controlled by him in favour of the number of directors of Xxxx not exceeding six directors, and the sixth director being independent of XXXX; and

2.1.4. each of Xxxxxxx and Wilby will vote or cause to be voted all voting shares of Xxxx owned, directly or indirectly, or controlled by him in favour of the election of Xxxx, Chen and Xxxxxxx as directors of Xxxx provided they have been nominated by Xxxx for election to the Board.

2.2. Nominations – Until termination of this Agreement under section 4, Xxxx will nominate each of Xxxx, Xxxx and Xxxxxxx for election to the Board at each Meeting provided he consents to continuing as a director of Xxxx, he is not then prohibited by law from serving as a director of Xxxx and, provided further, that such nomination and election is acceptable to the TSX Venture Exchange and all other applicable securities regulatory authorities.

3. Transfer of Shares

3.1. XXXX Distributions – Subject to restrictions imposed under applicable securities legislation or other agreements to which XXXX may be a party, XXXX will be entitled to distribute the Payment Shares to its shareholders, as follows:

3.1.1. XXXX may distribute Payment Shares to Xxxxx Xxxxxxx in payment to her of the finder’s fee XXXX agreed to pay her with respect to the sale of assets by XXXX to Xxxx in accordance with the Asset Purchase Agreement and to its shareholders in payment of loans made to XXXX by such shareholders prior to September 1, 2002, so long as the number of shares transferred to Xx. Xxxxxxx and in payment of such shareholder loans does not exceed 2,500,000 Payment Shares; and

3.1.2. XXXX may distribute the remaining Payment Shares (being the Payment Shares less those distributed pursuant to Section 3.1.1 above) to its shareholders pro rata based on their relative shareholdings in XXXX, so long as at the time of such distribution Xxxxxxx will receive at least 31 % and Wilby will receive at least 24 % of the remaining Payment Shares being distributed by XXXX.

3.2. Ordinary Course Sales – Subject to restrictions imposed under applicable securities legislation or other agreements to which XXXX, Xxxxxxx or Xxxxx, as the case may be, may be a party, each of them is free to sell any or all of the shares of Xxxx owned by it or him from time to time by way of ordinary course sales through the facilities of such stock exchange or electronic trading facility as the shares of Xxxx may then trade. However, if any of them proposes to sell in excess of 200,000 shares of Xxxx at any time other than in the manner described above, they will, as a condition of such sale, require the purchaser to agree to be bound by the terms of this Agreement.

3.3. Excluded Shares – Notwithstanding section 3.2, if a take-over bid or other offer is made generally to shareholders of Xxxx by an arms-length third party for all or a portion of the shares of Xxxx, XXXX, Xxxxxxx and Xxxxx will be free to tender to such bid or offer any shares owned by them and will not be required to comply with the selling restrictions contained in section 3.2.

3.4. Other Transfers – Except as specifically permitted by section 3.1, 3.2 and 3.3, none of XXXX, Xxxxxxx or Xxxxx will directly or indirectly sell, pledge, encumber, grant an option with respect to, transfer, distribute or dispose of any of the voting shares of Xxxx owned, directly or indirectly, or controlled by it or him, or enter into an agreement or commitment contemplating the possible sale or, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such voting shares of Xxxx or any interest therein.

4. Termination

4.1. Termination – This Agreement:

4.1.1. will terminate with respect to Wilby, at the earlier of:

a. such time as XXXX, Xxxxxxx and Xxxxx collectively cease to hold, directly or indirectly, less than 10% of the issued voting shares of Xxxx;

b. if Wilby acquires voting shares of Xxxx from XXXX, such time as Wilby ceases to hold directly or indirectly, or control at least 5% of the issued voting shares of Xxxx; and

c. 5 years from the date of the execution and delivery of this Agreement.

4.1.2. will not terminate with respect to XXXX and Xxxxxxx, except with the consent of the TSX Venture Exchange.

5. Miscellaneous

5.1. Further Assurances – If requested by Duft, Owen , Chen or Xxxxxxx, each of XXXX, Xxxxxxx and Xxxxx will perform such further acts and execute such further documents and instruments as may reasonably be required to give effect to and to carry out the provisions of this Agreement.

5.2. Amendment – The provisions of this Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated except with the consent of the TSX Venture Exchange and except by a written instrument signed by all the parties hereto or their respective successors and assigns.

5.3. Successors and Assigns – Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

5.4. Severability – Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

5.5. Counterparts – This Agreement may be executed simultaneously in two or more counterparts and delivered by facsimile transmission, and each such counterpart will constitute an original, and all of such counterparts taken together will constitute one and the same Agreement.

The parties have executed and delivered this Agreement with the intention of being legally bound.

XXXX BIOTECH CAPITAL LTD.

By:

“Xxxxxxxx Xxxx”

XXXX PHARMACEUTICALS INC.

By:

“Xxxxx Xxxxxxx”

XX. XXXXX XXXXXXX

 “Xxxxx Xxxxxxx”

XX. XXXXXXX XXXXX

 “Xxxxxxx Xxxxx”

XXXXXXXX XXXX

 “Xxxxxxxx Xxxx”

XXXXX XXXX

 “Xxxxx Xxxx”

XXXXX XXXXXXX

 “Xxxxx Xxxxxxx”

AMENDMENT TO VOTING AGREEMENT

This Amendment to Voting Agreement is made as of November 1, 2004.

By:

513947 B.C. Ltd. (formerly called XXXX Pharmaceuticals Inc.), a company

incorporated in the Province of British Columbia

(“513947”)

And:

Xx. Xxxxx Xxxxxxx, of the Municipality of Surrey, in the Province of British Columbia

(“Xxxxxxx”)

And:

Xx. Xxxxxxx Xxxxx, of the City of Vancouver, in the Province of British Columbia

(“Wilby”)

And:

XXXX Pharmaceuticals Corp. (formerly called “Xxxx Biotech Capital Ltd.”, a

company incorporated in the Province of British Columbia

(“APC”)

In Favour Of:

Xxxxxxxx Xxxx, of the City of New Westminster, in the Province of British Columbia

(“Xxxx”)

And:

Xxxxx Xxxx, of the City of Vancouver, in the Province of British Columbia

(“Chen”)

And:

Xxxxx Xxxxxxx, of the City of Vancouver, in the Province of British Columbia

(“Xxxxxxx”)

Background:

A.  513947, Xxxxxxx, Xxxxx and Xxxx entered into an agreement (the “Voting Agreement”) made as of the 13th day of November, 2003, in favour of Xxxx, Chen and Xxxxxxx.

B.  The Voting Agreement provides, among other things, for 513947, Xxxxxxx and Wilby to vote their shares of APC for the election of Xxxx, Xxxx and Xxxxxxx as directors of APC.

C.  Since entering into the Voting Agreement, 513947’s name was changed from XXXX Pharmaceuticals Inc. to 513947 B.C. Ltd., APC’s name was changed from Xxxx Biotech Capital Ltd. to XXXX Pharmaceuticals Corp. and Xxxxxxx has resigned as a director of APC.

D.  Accordingly, the parties are entering into this Amendment to Voting Agreement.

Terms of Agreement:

In Consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties covenant and agree as follows:

1. All references in the Voting Agreement to XXXX Pharmaceuticals Inc. and to XXXX shall now be references to 513947 B.C. Ltd. and 513947, respectively.

2. All references in the Voting Agreement to Xxxx Biotech Capital Ltd. and to Xxxx shall now be references to XXXX Pharmaceuticals Corp. and APC, respectively.

3. Section 1.1 of the Voting Agreement shall be amended by adding the following as sections 1.1.4, 1.1.5, 1.1.6 and 1.1.7:

1.1.4 “Xxxx Nominee” means Xxxx, or if he does not consent to being nominated as a director of APC, such other person acceptable to the TSX Venture Exchange as the other APC Nominees may determine.

1.1.5 “Chen Nominee” means Chen, or if he does not consent to being nominated as a director of APC, such other person acceptable to the TSX Venture Exchange as the other APC Nominees may determine.

1.1.6 “Xxxxxxx Nominee” means Xxxxxxx, or if he does not consent to being nominated as a director of APC, such other person acceptable to the TSX Venture Exchange as the other APC Nominees may determine.

1.1.7 “APC Nominees” means the Xxxx Nominee, the Chen Nominee and the Xxxxxxx Nominee.

4. Sections 2.1.2, 2.1.4 and 2.2 of the Voting Agreement shall each be amended by deleting the words “Xxxx, Chen and Xxxxxxx” and substituting therefore the words “the Xxxx Nominee, the Chen Nominee and the Xxxxxxx Nominee”.

5. This Amendment to Voting Agreement shall not be effective until it has been consented to by the TSX Venture Exchange.

6. The parties hereby confirm the Voting Agreement as amended by this Amendment to Voting Agreement.

7. The Voting Agreement as amended by this Amendment to Voting Agreement is the entire agreement of the parties with respect to the subject matter thereof.

7.1. This Amendment to Voting Agreement may be executed simultaneously in two or more counterparts and delivered by facsimile transmission, and each such counterpart will constitute an original, and all of such counterparts taken together will constitute one and the same Agreement.

The parties have executed and delivered this Amendment to Voting Agreement with the intention of being legally bound.

XXXX PHARMACEUTICALS CORP.

By:

“Xxxxxxxx Xxxx”

000000 XXXXXXX XXXXXXXX LTD.

By:

“Xxxxx Xxxxxxx”

XX. XXXXX XXXXXXX

 “Xxxxx Xxxxxxx”

XX. XXXXXXX XXXXX

 “Xxxxxxx Xxxxx”

XXXXXXXX XXXX

 “Xxxxxxxx Xxxx”

XXXXX XXXX

 “Xxxxx Xxxx”

XXXXX XXXXXXX

 “Xxxxx Xxxxxxx”