AMENDING AGREEMENT NO. 1 THIS AMENDING AGREEMENT made effective as of the 1st day of December, 2015. BETWEEN:

EXHIBIT 4.2

AMENDING AGREEMENT NO. 1

THIS AMENDING AGREEMENT made effective as of the 1^st day of December, 2015.

BETWEEN:

ONCOYLYTICS BIOTECH INC.,

("Oncolytics")

- and -

Xxxxxxx Xxxxxxxx

(the "Employee")

WHEREAS Oncolytics is engaged in the business of developing pharmaceutical products;

AND WHEREAS Oncolytics and the Employee entered into a Letter of Employment dated August 3, 2010;

AND WHEREAS Oncolytics and the Employee entered into an Employment

Agreement dated August 1, 2013;

AND WHEREAS Oncolytics and the Employee wish to amend the Employment Agreement;

NOW THEREFORE the parties agree as follows:

Section 1 – Amendments

The Employment Agreement is hereby amended by replacing Section 9(4) with the following:

    “Subject to Section 9(5), if this Agreement is terminated by Oncolytics at any time other than pursuant to Section 9(3), or if this Agreement is terminated by the Employee for Good Reason, the Employee shall be entitled to severance payment equal to six (6) months salary. The severance payment as provided pursuant to this Section 9(4) shall include an amount equal to the value of all benefits to which the Employee would otherwise have been entitled during the notice period.”

Section 2 – Effective Date

(1)    This Amending Agreement shall be effective from and after December 1, 2015.

(2)    In all other respects the parties confirm that the Employment Agreement, as amended, shall remain in full force and effect.

		ONCOLYTICS BIOTECH INC.
		Per:	/s/ Xxxx Xxxxxxxx
			Xxxx Xxxxxxxx, Ph.D. President & Chief Executive Officer
		Per:	/s/ Xxxx Look
			Xxxx Look Chief Financial Officer

/s/ Xxxxx Xxxxxxxxxxx		/s/ Xxxxxxx Xxxxxxxx
WITNESS		Xxxxxxx Xxxxxxxx