0001193125-14-363909 Sample Contracts

—] Shares Xenon Pharmaceuticals Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • New York
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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of December, 2006 and among XENON PHARMACEUTICALS INC., a corporation (the “Company”) continued under the Canada Business Corporations Act and the investors listed on Exhibit A and Exhibit B hereto, referred to hereinafter as the “Investors” and each individually as an “Investor” and other shareholders of the Company who have signed an agreement to be bound by this Agreement or the First Investors Rights Agreement.

INDEMNIFICATION AGREEMENT BETWEEN XENON PHARMACEUTICALS INC. AND MADE AS OF
Indemnification Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia
XENON PHARMACEUTICALS INC. and GENENTECH, INC. and F. HOFFMANN-LA ROCHE LTD COLLABORATIVE RESEARCH AND LICENSE AGREEMENT DECEMBER 22, 2011
Collaborative Research and License Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations

[†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

EXCLUSIVE COLLABORATIVE RESEARCH AND OPTION AGREEMENT by and between MERCK SHARP & DOHME RESEARCH LTD. and XENON PHARMACEUTICALS INC.
Exclusive Collaborative Research and Option Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations

This Exclusive Collaborative Research and Option Agreement (the “Agreement”) is effective as of June 10, 2009 (the “Effective Date”) and is entered into by and between MERCK SHARP & DOHME RESEARCH LTD., a company organized and existing under the laws of Bermuda (“Merck”), and XENON PHARMACEUTICALS INC., a corporation organized and existing under the laws of Canada (“Xenon”).

SUBLICENSE AND RESEARCH AGREEMENT
Sublicense and Research Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia

This Agreement is made and entered into this 18th day of June, 2001 by and between Xenon Genetics Inc., a corporation organized a d existing under the laws of Canada, with registered offices at Suite 100 - 2386 East Mall, Vancouver, BC, Canada V6T 1Z3 (hereinafter referred to as: “Xenon”), of the one part, and Amsterdam Molecular Therapeutics B.V., a closed limited liability company organized and existing under the laws of the Netherlands, with registered offices at Meibergdreef 61, 1105 BA Amsterdam, the Netherlands, (hereinafter referred to as “AMT”), of the other part,

LICENSE AGREEMENT
License Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia

THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia and having its administrative offices at 2075 Wesbrook Mall, in the City of Vancouver, in the Province of British Columbia, V6T 1W5

XENON PHARMACEUTICALS INC. and IVAX INTERNATIONAL GMBH COLLABORATIVE DEVELOPMENT AND LICENSE AGREEMENT Effective as of December 7, 2012
Collaborative Development and License Agreement • October 6th, 2014 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • Ontario

XENON PHARMACEUTICALS INC., a Canadian corporation having its principal place of business at 3650 Gilmore Way, Burnaby, British Columbia, V5G 4W8 (“Xenon”)

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