0001564590-18-006921 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • March 28th, 2018 • Xenon Pharmaceuticals Inc. • Pharmaceutical preparations • British Columbia

This Exchange Agreement (the “Agreement”), dated as of March 23, 2018 (the “Effective Date”), is entered into by and among Xenon Pharmaceuticals Inc., a Canadian corporation (the “Corporation”), and Biotechnology Value Fund, L.P., a Delaware limited partnership, Biotechnology Value Fund II, L.P., a Delaware limited partnership, Biotechnology Value Trading Fund O.S. L.P., a Cayman Islands limited partnership, Investment 10, L.L.C., an Illinois limited liability company and MSI BVF SPV, L.L.C., a Delaware limited liability company (each a “Shareholder” and, collectively, the “Shareholders” and together, the Corporation and the Shareholders shall be referred to as the “Parties”).

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