CONFIDENTIAL Dr. Robert Kirkman President & CEO Oncothyreon Inc. 2601 Fourth Avenue Suite 500 Seattle, WA 98121 Dear Dr. Kirkman:Placement Agent Agreement • August 5th, 2009 • Oncothyreon Inc. • Services-commercial physical & biological research • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Oncothyreon Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”) and warrants (the “Warrants,” and together with the Shares, the “Units”) to purchase shares of Common Stock. The shares of Common Stock of the Company to be issued upon exercise of the Warrants are herein referred to as the “Warrant Shares.” The terms of such Placement and the Units shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any
