Amendment No. 1 to Development and License Agreement



 Exhibit 4.36 
 Portions of this exhibit marked [ * ] are requested to be treated confidentially. 
 AMENDMENT NO. 1 
 to 
 DEVELOPMENT AND LICENSE AGREEMENT

 between 
 GLAXO
GROUP LIMITED 
 and 
 ADHEREX TECHNOLOGIES INC. 
 THIS AMENDMENT NO. 1 (this “Amendment”) effective on this 20th day of December, 2005 (the “Amendment Effective Date”), is entered into by and between Glaxo Group Limited, a
company organized under the laws of England and Wales, having its registered office at GlaxoWellcome House, Berkeley Avenue, Greenford, Middlesex, UB6 0NN United Kingdom (“GGL”) and Adherex Technologies Inc., a company organized
under the laws of Canada and having an office located at 4620 Creekstone Drive, Suite 200, Durham, North Carolina, 27703 USA (“Adherex”) with respect to the following facts: 
 RECITALS 
 A. The Parties have entered into the Development And License Agreement, effective as
of July 14, 2005 (“Agreement”). 
 B. The Parties now desire to amend the Agreement in certain respects on the terms and conditions set forth
below. 
 NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, the Parties, intending to be legally bound,
hereby amend the Agreement and otherwise agree as follows: 
 1. Definitions. All terms used in this Amendment but not defined herein shall have the
same meaning as set forth in the Agreement. 
 2. Section 14.1. Section 14.1 of the Agreement is hereby amended in the entirety and replaced
as follows: 
 “14.1 ExherinTM Option. Upon the Effective Date, GGL or its Affiliate shall have an option (the
“ExherinTM Option”) to negotiate a worldwide, exclusive, sublicensable license from Adherex under all ExherinTM Patents and ExherinTM Know How (the “ExherinTM License Agreement”). No later than [ * ] from the date
upon which Adherex has provided GGL or its 
  


	[*]	Confidential treatment requested; certain information omitted and filed separately with the SEC. 

  

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 Affiliate the Option Data (defined below), GGL or its Affiliate must notify Adherex in writing whether it
wishes to exercise the ExherinTM Option. The Parties acknowledge and agree that GGL or its Affiliate will conduct and complete due diligence on ExherinTM prior to the earlier of (i) the date [ * ] following the Effective Date or
(ii) [ * ]. Adherex further acknowledges that the decision of GGL or its Affiliate to exercise the ExherinTM Option is subject to management approval of GGL or its Affiliate. For purposes of this Section 14.1, the term “Option
Data” means and includes all information with respect to the following items in the possession of Adherex as of the date such Option Data is provided by Adherex to GGL hereunder: [ * ]. Nothing herein shall require Adherex to do any further
research and development in response to any of the items listed above.” 
 3. Binding Effect. This Amendment shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns. 
 4. Waiver. Failure by either party to enforce any rights
under this Amendment shall not be construed as a waiver of such rights nor shall a waiver by either party in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances. 
 5. Severability. In the event that any section, paragraph, clause or phrase contained in this Amendment shall become illegal, null or void, or against public
policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remainder of this Amendment shall not be affected, and the parties shall revise the invalidated portions in a
manner that will render such portions valid without impairing the parties’ original intent. 
  


	[*]	Confidential treatment requested; certain information omitted and filed separately with the SEC. 

  

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 6. Governing Law. This Amendment will be construed, and the respective rights of the Parties determined, according
to the substantive law of the State of North Carolina without regard to the provisions governing conflict of laws. 
 7. Counterparts. This
Amendment may be executed in any two counterparts, each of which, when executed, will be deemed to be an original and both of which together will constitute one and the same document. 
 IN WITNESS WHEREOF, Glaxo Group Limited and Adherex Technologies Inc., by their duly authorized representatives, have executed this Amendment No. 1
as of the Amendment Effective Date. 
  

							
	GLAXO GROUP LIMITED	 	ADHEREX TECHNOLOGIES INC.
				
	By:	 	 /s/ Richard Stephens
  
  
	 	By:	 	 /s/ William P. Peters
  

				
	Name:	 	 Richard Stephens
	 	Name:	 	 William P. Peters

				
	Title:	 	 Assistant Company Secretary
	 	Title:	 	 Chairman/CEO


  

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