kl09037_ex4-17.htm


    
      

    

     

    Exhibit 4.17

     

    
       

      SUBSCRIPTION
AGREEMENT

      


      This
Agreement will outline the general terms and conditions under which the
Subscriber proposes to purchase Units of Helix BioPharma Corp.

       

      TO:         HELIX
BIOPHARMA CORP.

      #3 – 305 Industrial Parkway
South

      Aurora, Ontario, L4G 6X7

      Canada

      


      The
Subscriber hereby subscribes for and agrees to take up Units of Helix BioPharma
Corp. (“Helix” or the “Corporation”) as follows:

       

      
        	
                SUBSCRIBER:

              	
                
                  _________________________________

                

              


      

       

      
        
          	
                  PURCHASE
      PRICE:

                	
                  $________________________________

                


        

      

      


      
        	
                PAYMENT:

              	
                Payment
      of the Subscription Amount must be received by Computershare Trust Company
      of Canada, as escrow agent, prior to
closing.

              


      

      


      PRICE
PER

      
        	
                UNIT:

              	
                $________________________________

              


      

      


      NUMBER
OF

      UNITS

      
        	
                SUBSCRIBED
      FOR:

              	
                _________________________________

              


      

      


      
        	
                USE OF
      PROCEEDS:

              	
                It
      is intended that the net proceeds of this placement will be used for
      working capital.

              


      

      


      DESCRIPTION
OF

      
        	
                UNIT:

              	
                Each
      Unit is comprised of one (1) Common Share of the Corporation and one
      Warrant (“Warrant”) (subject to adjustment in the case of a stock
      consolidation, subdivision, and / or
  reclassification).

              


      

       

      
        	
                WARRANTS:

              	
                Each
      Warrant will entitle the holder to purchase, subject to adjustment, one
      Common Share of the Corporation at a price equal to 140% of the Price Per
      Unit for a period of 3 years from the date of issuance of the
      Warrant.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                CONDITIONS:

              	
                (1)

              	
                Acceptance
      of Subscription by the Corporation and its Board of Directors;
      and

              


      

      


      (2)           Regulatory
approval, where required.

       

      
        	
                TRANSFERABILITY:

              	
                The
      Warrants are non-transferable. The Common Shares forming part of the Units
      (the “Unit Shares”), and the Common Shares issuable upon exercise of the
      Warrants (the “Warrant Shares”) will be non-transferable for a period of
      not less than 4 months following the date of issuance of the Unit
      Shares.

              


      

      


      
        	
                HOLD
    PERIOD:

              	
                The
      Subscriber understands and acknowledges, as evidenced by the Subscriber’s
      signature hereto, that the Unit Shares, the Warrants and the Warrant
      Shares (collectively, the “Securities”) shall be non-transferable for not
      less than 4 months following the date of issuance of the Units, and that
      the Securities may be subject to further sale restrictions and/or hold
      periods pursuant to applicable securities laws, and the
      Subscriber agrees to comply with such restrictions. The Subscriber
      acknowledges and confirms that the Subscriber has been advised that the
      Subscriber should consult his, her or its own legal advisors with respect
      to applicable resale restrictions and that the Subscriber is solely
      responsible for complying with such restrictions (and the Corporation is
      not in any manner responsible for ensuring
      compliance by the Subscriber with such
  restrictions).

              


      

      


      WARRANT

      
        	
                CERTIFICATES:

              	
                The
      Warrant Certificates shall be in such form, and shall contain such terms
      and conditions in addition to those set forth in this Subscription
      Agreement, and the schedules attached hereto, as the Corporation, on
      advice of its legal counsel, may
approve.

              


      

      


      
        	
                
                  SCHEDULES
      AND

                

              	
                 

              


      

      
        	
                APPENDIX:

              	
                This
      Subscription Agreement includes Schedules “A” and “B” and Appendix I,
      which are deemed to be incorporated
herein.

              


      

      


      
        	
                
                  ACCREDITED

                

              	
                 

              


      

      
        	
                INVESTOR:

              	
                The
      Subscriber represents and warrants that the Subscriber is an “accredited
      investor” because the Subscriber meets the criteria set forth in the
      following category or categories of “accredited investor”, as set out in
      Appendix I attached:

              


      

      


      _______________________________________

      


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                
                  HELIX
      SECURITIES

                

              	
                 

              


      

      
        	
                
                  OWNED
      OR

                

              	
                 

              


      

      
        	
                CONTROLLED:

              	
                The
      Subscriber represents and warrants that at the date hereof, the number of
      common shares of Helix BioPharma Corp. beneficially owned and/or over
      which control or direction may be exercised, directly or indirectly, prior
      to this placement by the Subscriber, including common shares that may be
      acquired on exercise of a convertible security,
  is

              


      

      


      
        	
                 
      

              	
                __________________________________:

              


      

       

      


      Dated as
of the _______ day of ______________________, 2009.

      


      


      ______________________________________________________

      Name of
Subscriber (please print)

      


      


      ______________________________________________________

      Signature
of Subscriber or Authorized Representative

      


      


      
        ______________________________________________________                                                                                                                                

      

      Print
Name and Representative Capacity of Signatory, if applicable

       

       

      
        
          ______________________________________________________

        

        Address

         

      

       

      
        ______________________________________________________

         

         

      

       

      
        ______________________________________________________

      

      Phone
Number

      


      


      __________________________________________

      Fax
Number

      


      


      __________________________________________

      Email
address

      


      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


      ACCEPTANCE

      


      


      The
foregoing subscription of
_______________________________________________________

      


      dated as
of the ________ day of __________________________, 2009 is  hereby
accepted as of the

      


      ________
day of __________________________________, 2009.

      


      


      


      HELIX
BIOPHARMA CORP.

      


      


      


      Per:           _____________________________________


      


      


      


      Per:           _____________________________________

       

      
 

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


      APPENDIX
I

      CERTAIN
DEFINITIONS AND ACCREDITED INVESTOR CATEGORIES

      


      


      A.           Definitions and Deeming Provisions

      


      For
purposes of this Subscription Agreement, including its Schedules and this
Appendix, the following shall apply:

      


      affiliates — An issuer shall
be deemed to be an affiliate of another issuer if one of them is the subsidiary
of the other or if each of them is controlled by the same person.

      


      beneficial ownership of
securities — A person (first person) shall be deemed to own beneficially
securities beneficially owned by a person (second person) controlled by the
first person or by an affiliate of the second person.  An issuer shall
be deemed to own beneficially securities beneficially owned by its
affiliates.

      


      control of person or company
—  A person (first person) is considered to control another person
(second person), if:

      


      (a) the
first person beneficially owns or directly or indirectly exercises control or
direction over securities of the second person carrying votes which, if
exercised, would entitle the first person to elect a majority of the directors
of the second person, unless the first person holds the voting securities only
to secure an obligation;

      (b) the
second person is a partnership, other than a limited partnership, and the first
person holds more than 50 per cent of the interests of the partnership;
or

      (c) the
second person is a limited partnership and the general partner of the limited
partnership is the first person or company.

      


      issuer — means a person who
has outstanding, issues or proposes to issue, a security.

      


      person —  means (i)
an individual, (ii) a corporation, (iii) a partnership, trust, fund and an
association, syndicate, organization, or other organized group of persons,
whether incorporated or not, and (iv) an individual or other person in that
person’s capacity as a trustee, executor, administrator, or other legal
representative.

      


      spouse -  means an
individual who is married to another individual and is not living separate and
apart within the meaning of the Divorce Act (Canada), from
the other individual, or who is living with another individual in a
marriage-like relationship;

      


      subsidiary — means an issuer
that is controlled directly or indirectly by another issuer and includes a
subsidiary of that subsidiary;

      



      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


      B.           Accredited Investor Status

      


      The
Subscriber is an "accredited investor" as defined in National Instrument 45-106
of the Canadian Securities Administrators entitled “Prospectus and Registration
Exemptions” ("NI 45-106"), because the Subscriber is one or more of the
following:


      


      Category
#                      Category
Details

      


      
        	
                1.

              	
                An
      individual who, either alone or with a spouse, beneficially owns, directly
      or indirectly, financial assets (being cash, securities, or a contract of
      insurance, a deposit or an evidence of a deposit that is not a security
      for the purposes of any Canadian securities legislation) having an
      aggregate realizable value that before taxes, but net of any related
      liabilities (being liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or liabilities
      that are secured by financial assets) exceeds
  $1,000,000;

              


      

      


      
        	
                2.

              	
                An
      individual whose net income before taxes exceeded $200,000 in each of the
      2 most recent calendar years or whose net income before taxes combined
      with that of a spouse exceeded $300,000 in each of the 2 most recent
      calendar years and who, in either case, reasonably expects to exceed that
      net income level in the current calendar
year;

              


      

      


      
        	
                3.

              	
                An
      individual who, either alone or with a spouse, has net assets of at least
      $5,000,000;

              


      

      


      
        	
                4.

              	
                A
      person, other than an individual or investment fund (as that term is
      defined in NI 45-106), that has net assets of at least $5,000,000 as shown
      on its most recently prepared financial statements, but has not been
      created or used solely to purchase or hold securities as such an
      accredited investor; or

              


      

      


      
        	
                5.

              	
                A
      person in respect of which all of the owners of interests, direct,
      indirect or beneficial, except the voting securities required by law to be
      owned by directors, are persons that are described in category 1, 2, 3 or
      4 above.

              


      

      


      


      



      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


      SCHEDULE
“A”

      


      TERMS
AND CONDITIONS OF SUBSCRIPTION FOR UNITS OF

      HELIX
BIOPHARMA CORP.

      


      


      
        	
                1.  

              	
                Subscription for
      Units

              


      

      


      The
Subscriber named in this Subscription Agreement (the “Subscription Agreement”)
to which these Terms and Conditions are attached as Schedule “A”, hereby
subscribes for and agrees to take up  the number of Units set forth on the
first page of this Subscription Agreement (the “Purchased Units”) for the
Purchase Price set forth on the first page of this Subscription
Agreement.

      


      
        	
                2.  

              	
                Purchase
      Price

              


      

      


      The
Purchase Price set out on page 1 of this Agreement (the “Purchase Price”) shall
be held on deposit by Computershare Trust Company of Canada (the “Escrow
Agent”), pursuant to the Escrow Agreement, a copy of which is attached to this
Subscription Agreement as Schedule “B”, and shall be released to the Corporation
(the date of release being the “Closing Date”) on the following
conditions:

      


      
        	
                (a)  

              	
                Written
      notice from The Toronto Stock Exchange (the “TSX”) that the terms and
      conditions of the private placement have been accepted for filing;
      and

              


      

      


      
        	
                (b)  

              	
                Such
      further and other regulatory approvals as may be necessary and required in
      the reasonable opinion of counsel to the Corporation have been
      obtained.

              


      

      


      Upon
satisfaction of the conditions precedent to the release of the Purchase Price,
the Corporation will promptly take the necessary steps to have the Unit Shares
issued and allotted as fully paid and non-assessable and to deliver same,
together with a certificate for the Warrants forming part of the Units
subscribed for, to the Escrow Agent for distribution to the Subscriber, provided
that should (a) and (b) above not have been completed on
or before that day which is 30 days from the date of the earlier of the date of
receipt by the Escrow Agent of the Purchase Price and the date of acceptance by
the Corporation of the Subscription Agreement,  then in such event,
the Purchase Price shall be returned to the Subscriber if requested, with
interest accrued thereon, less any applicable withholding tax, in accordance
with the Escrow Agreement scheduled to this Subscription
Agreement.  Certificates for the Unit Shares, the Warrants, and the
Warrant Shares, shall be in a form in compliance with all Canadian federal and
provincial applicable laws.

      


      
        	
                3.  

              	
                Subscriber’s
      Acknowledgements, Representations, Warranties and
      Covenants

              


      

      


      The
Subscriber covenants, represents, warrants and acknowledges to and with the
Corporation (which covenants, representations, warranties and acknowledgements
shall survive the Closing) that:

      


      
        	
                (a)  

              	
                the
      Subscriber is purchasing the Purchased Units as principal for the
      Subscriber’s own account, for investment purposes only and not with a
      view to any resale, distribution or other disposition of
      the Purchased Units in violation of United States, Canadian, or local
      securities laws;

              


      

       

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
 

      
        	
                (b)  

              	
                the
      Subscriber is resident at the address shown for the Subscriber on page 3
      of this Subscription Agreement, and the Subscriber further certifies that
      Subscriber is not resident in
Canada;

              


      

      


      
        	
                (c)  

              	
                the
      Subscriber has such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of an
      investment in the Purchased Units;

              


      

      


      
        	
                (d)  

              	
                the
      Subscriber has no immediate need for liquidity and is able to bear the
      economic risk of loss of the Subscriber’s entire
    investment;

              


      

      


      
        	
                (e)  

              	
                the
      Subscriber has not purchased the Purchased Units as a result of any form
      of general solicitation or general advertising, including
      advertisements, articles, notices or other communications published
      in any newspaper, magazine or similar media or broadcast over radio, or
      television, or any seminar or meeting whose attendees have been
      invited by general solicitation or general
  advertising;

              


      

      


      
        	
                (f)  

              	
                the
      Subscriber will execute and deliver all documentation as may be required
      by applicable securities laws and/or by the rules of the TSX to
      permit the purchase of the Purchased Units on the terms herein set
      forth;

              


      

      


      
        	
                (g)  

              	
                the
      Subscriber has the legal competence and capacity to enter into and execute
      this Subscription Agreement and to purchase the Purchased Units and, if
      the Subscriber is a corporation, it is duly incorporated and validly
      subsisting under the laws of its jurisdiction of incorporation and all
      necessary approvals by its directors, shareholders and others have been
      given to authorize execution and performance of this Subscription
      Agreement by the Subscriber;

              


      

      


      
        	
                (h)  

              	
                this
      Subscription Agreement has been duly executed and delivered by the
      Subscriber, and this Subscription Agreement constitutes a valid and
      legally binding obligation of the Subscriber enforceable against the
      Subscriber in accordance with its terms, subject only to the
      customary qualifications on enforceability concerning equitable
      remedies, and bankruptcy and
insolvency;

              


      

      


      
        	
                (i)  

              	
                the
      entering into of this Subscription Agreement and the transactions
      contemplated hereby will not result in the violation of any of the terms
      and provisions of any law applicable to the Subscriber or of any
      agreement, written or oral, to which the Subscriber may be a party or by
      which the Subscriber is or may be bound, or, if the Subscriber is a
      corporation, of the constating documents of the
  Subscriber;

              


      

      


      
        	
                (j)  

              	
                the
      Subscriber is not a “U.S. Person” as that term is defined in Regulation S
      of the U.S. Securities Act (the definition of which includes, but is not
      limited to, an individual resident in the United States and an estate or
      trust of which any executor or administrator or trustee, respectively, is
      a U.S. Person and any partnership or corporation organized or incorporated
      under the laws of the United
States);

              


      

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

      
        	
                (k)  

              	
                the
      Subscriber was outside the United States (as that term is defined in
      Regulation S of the U.S. Securities Act) at the time of execution and
      delivery of this subscription
agreement;

              


      

      


      
        	
                (l)  

              	
                no
      offers to sell the Purchased Units were made by any person to the
      Subscriber while the Subscriber was in the United
  States;

              


      

      


      
        	
                (m)  

              	
                the
      Purchased Units are not being acquired, directly or indirectly, for the
      account or benefit of a U.S. Person or a person in the United
      States;

              


      

      


      
        	
                (n)  

              	
                the
      Subscriber has not engaged nor will it engage in any activity undertaken
      for the purpose of, or that reasonably could be expected to have the
      effect of, conditioning the markets in the United States for any of the
      Purchased Units, the Unit Shares, the Warrants or the Warrant Shares
      (collectively, the “Securities”), including but not limited to effecting
      any sale or short sale of the Corporation’s securities through the
      Subscriber prior to the expiration of any restricted period contained in
      Regulation S (any such activity being defined herein as a “Directed
      Selling Effort”).  The Subscriber agrees that all offers and
      sales of the Securities from the date hereof and through the expiration
      of  any restricted period set forth in Rule 903 of Regulation S
      (as the same may be amended from time to time hereafter) shall not be made
      to U.S. Persons or for the account or benefit of U.S. Persons and shall
      otherwise be made in compliance with the provisions of Regulation S and
      any other applicable provisions of the U.S. Securities
      Act.   The Subscriber has not conducted any Directed
      Selling Effort as that term is used and defined in Rule 902 of Regulation
      S and will not engage in any such Directed Selling Effort within the
      United States through the expiration of any restricted period set forth in
      Rule 903 of Regulation S;

              


      

      


      
        	
                (o)  

              	
                no
      representations or warranties, written or oral, concerning the Corporation
      or the Purchased Units have been provided to the Subscriber by the
      Corporation or any other person on behalf of the Corporation, other than
      those contained in this Subscription Agreement, and without limiting the
      generality of the foregoing, no person has made to the Subscriber any
      written or oral representations:

              


      

      


      
        	
                (i)  

              	
                that
      any person will resell or repurchase any of the
  Securities;

              


      

      
        	
                (ii)  

              	
                that
      any person will refund the purchase price of the Purchased Units or the
      Warrant Shares;

              


      

      
        	
                (iii)  

              	
                as
      to the future price or value of any of the Securities;
  or

              


      

      
        	
                (iv)  

              	
                that
      any of the Securities will be listed and posted for trading on a stock
      exchange or that application has been made to list and post any of the
      Securities for trading on a stock exchange, other than the TSX with
      respect only to the common shares of the
  Corporation;

              


      

      


      
        	
                (p)  

              	
                the
      Subscriber has no knowledge of a “material fact” or a “material change”
      (as those terms are defined in the Ontario Securities Act) in the affairs
      of the Corporation that has not been generally disclosed to the
      public;

              


      

       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

      
        	
                (q)  

              	
                neither
      the Subscriber nor any of the Subscriber’s respective affiliates or
      associates, nor any insider of any of them, is an insider of the
      Corporation, and neither the purchase by the Subscriber of the Purchased
      Units, nor the exercise of any of the Warrants, will result in the
      Subscriber, or any such affiliates, associates or insiders, becoming an
      insider or a control person of the Corporation,  or will result
      in the Subscriber, or any such affiliates, associates or insiders being
      required to file any acquisition reports or so-called “early warning
      reports” under the take-over bid provisions of the Ontario Securities Act; (the
      terms “affiliates”, “associates”, “insider” and “control person” having
      the definitions contained in the Ontario Securities Act, after
      application of all related deeming provisions contained in the Ontario
      Securities Act);

              


      

       
 

      
        	
                (r)  

              	
                the
      Subscriber may not trade any of the Securities for 4 months following the
      Closing Date, there may be other restrictions on the Subscriber’s ability
      to resell the Securities under applicable securities laws, and it is the
      responsibility of the Subscriber to find out what those restrictions are
      and to comply with them before selling the
  Securities;

              


      

      


      
        	
                (s)  

              	
                any
      information provided or to be provided by the Subscriber to the TSX or
      other securities regulatory authority, in connection with the transactions
      contemplated herein, will be complete and accurate in all respects and may
      be relied on by the Corporation in connection with the completion of such
      transactions as representations and warranties made by the Subscriber to
      the Corporation;

              


      

      


      
        	
                (t)  

              	
                the
      Subscriber acknowledges that the Corporation will pay finders fees in
      respect of this subscription to ACM Alpha Consulting Management Est. (the
      “Finder”), and will reimburse certain expenses of the Finder, and the
      Subscriber acknowledges that the Subscriber has been provided with such
      further information regarding these finders fees and expenses as the
      Subscriber has requested;

              


      

      


      
        	
                (u)  

              	
                if
      the Subscriber is making this subscription with the assistance or
      involvement of an agent of the Subscriber, such agent has disclosed to the
      Subscriber (i) whether the agent or any of its directors, officers,
      employees, agents or direct or indirect shareholders (collectively, the
      “Agent principals”), has any relationship with the Finder or any of its
      directors, officers, employees, agents or direct or indirect shareholders
      (collectively, the “Finder principals”) and if so, the nature and extent
      of such relationship; and (ii) whether the agent or any of the Agent
      principals has or will receive any benefit from the Corporation in
      connection with this subscription, whether directly or indirectly through
      the Finder, or any of the  Finder principals, or otherwise, and
      if so, the agent has also disclosed to the Subscriber the amount and
      nature of any such
benefit;  

              


      

      


      
        	
                (v)  

              	
                the
      Corporation has not established any minimum or maximum number of Units
      which may be issued and accordingly, the Subscriber may be the only
      subscriber for Units or other securities of the Corporation or may be one
      or more of several such
subscribers;

              


      

      


      
        	
                (w)  

              	
                no
      securities commission or similar regulatory authority has reviewed or
      passed on the merits of any of the
Securities;

              


      

      


      
        	
                (x)  

              	
                there
      is no government or other insurance covering the
    Securities;

              


      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                (y)  

              	
                the
      Corporation has a limited operating history and a history of losses, and
      the Subscriber is fully familiar with the business and financial
      condition, properties, operations and prospects of the Corporation, all as
      generally described in the Corporation’s publicly available documents,
      including its filings on SEDAR available at www.sedar.com
      (the “Public Record”);

              


      

      


      
        	
                (z)  

              	
                the
      Subscriber has been given the opportunity to ask questions of and receive
      answers from the Corporation regarding the investment and to obtain any
      information the Subscriber considers necessary or appropriate to verify
      the accuracy of the information set forth in the Corporation’s Public
      Record, or otherwise in connection with the Subscriber’s decision to
      acquire the Purchased Units, and has been furnished all such information
      so requested;

              


      

      


      
        	
                (aa)  

              	
                the
      Subscriber acknowledges that no information furnished by the Corporation
      constitutes investment, accounting, legal or tax advice and the Subscriber
      has been advised to rely solely upon the Subscriber’s own professional
      advisors for such advice;

              


      

      


      
        	
                (bb)  

              	
                without
      limiting the generality of the foregoing clause (aa), the Subscriber
      understands and agrees that there may be material tax consequences to the
      Subscriber of buying, holding or disposing of the Securities and that the
      Corporation gives no opinion and makes no representation with respect to
      any such tax consequences to the
Subscriber;

              


      

      


      
        	
                (cc)  

              	
                there
      are risks associated with the purchase of the
  Securities;

              


      

      


      
        	
                (dd)  

              	
                the
      Subscriber has been independently advised as to the resale restrictions
      respecting the Securities under applicable securities laws and will comply
      with such restrictions;

              


      

      


      
        	
                (ee)  

              	
                the
      Corporation has advised the Subscriber that the Corporation is relying on
      an exemption or “safe harbour” from the requirements of the Ontario
      Securities Act to provide the Subscriber with a prospectus and to
      sell securities through a person registered to sell securities under
      the Ontario Securities Act and, as a consequence of acquiring the
      Purchased Units pursuant to this exemption, certain protections, rights
      and remedies provided by the Ontario Securities Act, including
      statutory rights of rescission or damages, will not be available to
      the Subscriber;

              


      

      


      
        	
                (ff)  

              	
                the
      Subscriber has not received or reviewed an offering memorandum or any
      material which appears or purports to describe the business and affairs of
      the Corporation that has been prepared primarily for delivery to and
      review by the Subscriber so as to assist the Subscriber to make an
      investment decision relating to the Purchased
  Units;

              


      

      


      
        	
                (gg)  

              	
                without
      limiting the generality of the foregoing clause (ee) and (ff),
      no prospectus, or registration statement or other offering document has
      been filed by the Corporation with any securities commission or other
      securities regulatory authority under applicable securities laws,
      and:

              


      

       

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
 

      
        	
                (i)  

              	
                the
      Subscriber is restricted from using most of the civil remedies available
      under such laws;

              


      

      
        	
                (ii)  

              	
                the
      Subscriber may not receive information that would otherwise be required to
      be provided to the Subscriber and the Beneficial Purchasers under such
      laws; and

              


      

      
        	
                (iii)  

              	
                the
      Corporation is relieved from certain obligations that would otherwise
      apply under such laws;

              


      

      


      
        	
                (hh)  

              	
                the
      certificates representing the Purchased Units, as well as all certificates
      issued in exchange for or in substitution of the foregoing, will
      bear, on the face of such certificate, the following
      legends:

              


      

      


      “THE HOLDER
OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [DATE THAT IS FOUR
MONTHS AND A DAY AFTER THE CLOSING DATE]”;

      


      “THE
COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES
OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY
CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF
TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.”

      


      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT
IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE
SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS.  HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.”

       

      
        	
                (ii)  

              	
                the
      Securities have not been and will not be registered under the U.S.
      Securities Act, and may not be offered, sold, resold or delivered within
      the United States of America, its territories or possessions, other than
      pursuant to an effective registration statement or an applicable exemption
      under the U.S. Securities Act;

              


      

      


      
        	
                (jj)  

              	
                the
      Subscriber consents to the Corporation making a notation on its records or
      giving instruction to the registrar and transfer agent of the Corporation
      in order to implement the restrictions on transfer set forth and described
      herein;

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
 

      
        	
                (kk)  

              	
                the
      Subscriber has been notified by the Corporation that the Corporation may
      deliver information pertaining to the Subscriber and this subscription to
      securities regulatory authorities in Canada and elsewhere, including
      without limitation, the Ontario Securities Commission (“OSC”), that this
      information is being collected indirectly by such securities regulatory
      authorities under the authority granted to them in securities legislation,
      that this information is being collected for the purposes of the
      administration and enforcement of applicable securities legislation, and
      that if such information is provided by the Corporation to the OSC, then
      the title, business address and business telephone number of the public
      official in Ontario who can answer questions about the OSC’s indirect
      collection of information will be provided by the Corporation to the
      Subscriber, and the Subscriber hereby consents to such collection of
      information by the Corporation on behalf of and for the said securities
      regulatory authorities;

              


      

      


      
        	
                (ll)  

              	
                the
      consideration paid by the Subscriber for the Purchased Units is at least
      50,000 Euros;

              


      

      


      
        	
                (mm)  

              	
                if
      required by applicable securities legislation, policy or order or by any
      securities commission, stock exchange or other regulatory authority, the
      Subscriber will execute, deliver, file and otherwise assist the
      Corporation in filing such reports, undertakings and other documents with
      respect to the issue of the Securities as may be required to the extent
      the Subscriber is so required under applicable
  law;

              


      

      


      
        	
                (nn)  

              	
                the
      funds representing the aggregate Purchase Price for the Subscriber’s Units
      which will be advanced by the Subscriber hereunder will not represent
      proceeds of crime for the purposes of the Proceeds of Crime (Money
      Laundering) and Terrorist Financing Act (Canada) (the “Proceeds of Crime
      Act”) or the Uniting and Strengthening America by Providing Appropriate
      Tools Required to Intercept and Obstruct Terrorism (the “Patriot Act”) and
      the Subscriber acknowledges that the Corporation may in the future be
      required by law to disclose the Subscriber’s name and other information
      relating to this Agreement and the Subscriber’s subscription hereunder, on
      a confidential basis, pursuant to the Proceeds of Crime Act and/or the
      Patriot Act.  To the best of the knowledge of the Subscriber:
      (a) none of the funds to be provided in payment of the Purchase Price (i)
      have been or will be derived from or related to any activity that is
      deemed criminal under the law of Canada, the United States of America, any
      European country or any other jurisdiction, or (ii) are being tendered on
      behalf of a person or entity who has not been identified to the
      Subscriber; and (b) the Subscriber shall promptly notify the Corporation
      if the Subscriber discovers that any of such representations in clause (a)
      ceases to be true, and to provide the Corporation with appropriate
      information in connection therewith;
and

              


      

      


      
        	
                (oo)  

              	
                the
      Subscriber will not trade in any securities of the Corporation until 48
      hours following the completion of the purchase of the Purchased Units or
      the termination or non-acceptance of this
  Agreement.

              


      

       

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
 

      The
Subscriber hereby represents, warrants and covenants that each of the foregoing
representations, warranties, covenants and acknowledgements, and those contained
in any other documents which may be furnished by the Subscriber to the
Corporation, are true as of the date of execution of this Subscription
Agreement or the date such documents are furnished, as the case may be, and will
be true and correct as of the Closing Date, as if repeated at such date and
will survive the completion of the sale of Purchased Units.

      


      
        	
                4.  

              	
                Indemnity

              


      

      


      The
Subscriber agrees to indemnify and hold harmless the Corporation and its
directors, officers, employees, agents, advisers and shareholders from and
against any and all loss, liability, claim, damage and expense whatsoever
(including expenses reasonably incurred in investigating, preparing or defending
against any claim, lawsuit, administrative proceeding or investigation (whether
commenced or threatened)), arising out of or based upon any acknowledgement,
representation or warranty of the Subscriber contained herein or in any document
furnished by the Subscriber to the Corporation in connection herewith, being
untrue in any material respect or any breach or failure by the Subscriber to
comply with any covenant or agreement made by the Subscriber herein or in any
document furnished by the Subscriber to the Corporation in connection
herewith.

      


      
        	
                5.  

              	
                Survival

              


      

      


      The
acknowledgements, representations, warranties, covenants and agreements of the
Subscriber herein, shall survive the closing of the purchase and sale of the
Units herein subscribed for.

      


      
        	
                6.  

              	
                Governing
      Law

              


      

      


      The
Subscription Agreement, together with the Schedules thereto, shall be governed
by and construed in accordance with the laws of the Province of
Ontario.

      


      
        	
                7.  

              	
                Assignment

              


      

      


      This
Subscription Agreement may not be assigned by either party.

      


      
        	
                8.  

              	
                Further
      Assurances

              


      

      


      The
parties hereto shall with reasonable diligence do all such things and provide
all such reasonable assurances as may be required to consummate the transactions
contemplated hereby, and each party hereto shall provide such further documents
or instruments required by the other party as may be reasonably necessary or
desirable to effect the purpose of this Agreement and carry out its provisions
whether before or after the closing of the purchase and sale of the Units herein
subscribed for.

      


      
        	
                9.  

              	
                Severability

              


      

      


      Any
provision of this Agreement which is determined to be void, unenforceable or
invalid shall be severable from all other provisions thereof and hereof and
shall not be deemed to affect or impair the enforceability of any such other
provisions or this Agreement.

       

      [END OF
SCHEDULE “A”]

       

       

       

       

      14


       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      Schedule
“B”

      


      ESCROW
AGREEMENT

      


      THIS
AGREEMENT IS DATED AS OF THE _________ DAY OF ____________________,
2009.

      


      


      BETWEEN:

      COMPUTERSHARE TRUST COMPANY OF
CANADA, a trust company duly incorporated by letters patent under the
Trust Companies Act (Canada) and having an office at 100 University Avenue,
9th
Floor, North Tower, Toronto, Canada,  M5J 2Y1

      (hereinafter
referred to as “Computershare” or the “Escrow Agent”)

      
 

      OF THE
FIRST PART


      AND:

      HELIX BIOPHARMA CORP., having
an address located at Unit #3 – 305 Industrial Parkway South, Aurora, Ontario,
Canada, L4G 6X7

      


      (hereinafter
referred to as “Helix”)

      


      OF THE
SECOND PART


      AND:

      That
certain individual, company or other entity which has entered into a
Subscription Agreement with Helix BioPharma Corp., whose name appears on the
execution page hereof

      


      (hereinafter
referred to as the “Subscriber”)

      


      OF THE
THIRD PART

      


      WHEREAS
Helix and the Subscriber represent to Computershare that they have entered into
a Private Placement Subscription Agreement with Helix (the “Subscription
Agreement”) to which a copy of this Agreement is attached as Schedule “B”
whereby the Subscriber has agreed to subscribe for Units of Helix;

      


      AND
WHEREAS Computershare has agreed to act as Escrow Agent for purposes of
receiving the subscription proceeds and to undertake and perform certain duties
according to the terms and conditions as hereinafter provided.


      


      NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises, and
mutual covenants and conditions hereinafter contained, the parties hereto
jointly and severally covenant and agree with each other as
follows:

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      1.           DEFINITIONS

      


      1.01       For
purposes of this Agreement including the recitals and any amendment thereto, the
following words and phrases shall have the following meanings:

      


      
        	
                 
      

              	
                a)

              	
                “Business
      Day” means any day, other than a Saturday or Sunday, in which commercial
      banks in Toronto, Ontario are open for commercial banking business during
      normal banking hours.

              


      

       

      
        	
                 
      

              	
                b)

              	
                “Closing
      Date” means that day determined by Helix, which is not more than five (5)
      Business Days after Helix has satisfied the conditions precedent set out
      in paragraph 5.01 of this Agreement, provided that the Closing Date shall
      be no later than 30 days following the date of acceptance of the
      Subscription Agreement or such other date as may be agreed to by the
      parties in writing.

              


      

      


      
        	
                 
      

              	
                c)

              	
                “Escrow
      Agent” means Computershare Trust Company of
  Canada.

              


      

      


      
        	
                 
      

              	
                d)

              	
                “Regulatory
      Approval” means conditional approval of the Toronto Stock Exchange (the
      “Exchange”) and approval of any other regulatory authorities in Canada
      that may have jurisdiction over the transactions contemplated herein or
      the parties hereto.

              


      

      


      
        	
                 
      

              	
                e)

              	
                “Subscription
      Agreement” means that particular Subscription Agreement made between the
      Subscriber and Helix, to which this Escrow Agreement is attached as
      Schedule “B”.

              


      

      


      
        	
                 
      

              	
                f)

              	
                “Subscription
      Proceeds” means the full Purchase Price for the Units purchased by the
      Subscriber as set out in the Subscription Agreement, and tendered to the
      Escrow Agent.

              


      

      


      
        	
                 
      

              	
                g)

              	
                “Unit”
      means a Unit of Helix comprising one common share and one warrant, as
      described in the Subscription
Agreement.

              


      

      


      
        	
                 
      

              	
                h)

              	
                “Unit
      Share” means a common share in the capital of Helix forming part of the
      Units.

              


      

      


      
        	
                 
      

              	
                i)

              	
                “Warrant”
      means a warrant of Helix as described in the Subscription
      Agreement.

              


      

      


      2.           ESCROW AGENT, DEPOSIT OF
SUBSCRIPTION PROCEEDS

      


      2.01       Computershare
is hereby appointed as Escrow Agent for purposes of the receipt and holding of
any and all Subscription Proceeds which shall by held by Computershare as Escrow
Agent for and on behalf of the Subscriber in accordance with the terms of this
Agreement.

      


      2.02       Upon
receipt of the Subscription Proceeds, Computershare shall promptly deposit same
in the name of Computershare in trust for the Subscriber, and such Subscription
Proceeds shall earn interest at Computershare’s prevailing rate from time to
time, and all such Subscription Proceeds and any interest accrued thereon, less
any applicable withholding tax, if any, shall be collected and held by the
Escrow Agent to the benefit of the Subscriber, and pursuant to the terms of this
Agreement, AND PROVIDED FURTHER that should the Subscription Proceeds be
released to Helix, then in such event, Helix shall be entitled to the benefit of
any interest accrued on the funds from the date of deposit of the Subscription
Proceeds.

      


      2.03       Prior
to remitting Subscription Proceeds to the Escrow Agent, the Subscriber shall,
either by facsimile or via electronic mail, provide to the Escrow Agent a notice
(the ‘Notice”) confirming the following information:

       

       

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

      
 

      (i)           the
amount of money to be wired to the Escrow Agent; and

      (ii)          the
amount of Units subscribed for;

      


      which
Notice the Escrow Agent shall be entitled to rely upon without further inquiry.
The Escrow Agent shall have no responsibility for ensuring that the correct
amounts of Subscription Proceeds are received from the Subscriber.

      
        


        
          	
                  3.

                	
                  REPORTING TO
      HELIX

                


        

         

      

      3.01         Computershare
will notify Helix or its legal counsel immediately upon receipt of the
Subscription Proceeds setting out the name of the Subscriber and the total
amount of Subscription Proceeds received in Canadian dollars.

      


      
        	
                4.

              	
                DELIVERY OF THE SHARE
      CERTIFICATES AND RELEASE OF THE SUBSCRIPTION
    PROCEEDS

              


      

      


      4.01         On
the Closing Date, the Escrow Agent shall deliver the Subscription Proceeds to
Helix and any interest accrued thereon less the Escrow Agent’s fees and expenses
against delivery to the Subscriber by the Escrow Agent of certificates
representing the Unit Shares and Warrants subscribed for by the Subscriber
pursuant to the Subscription Agreement, registered in the name of the Subscriber
(the “Certificates”).

      


      4.02  
      Should Helix not provide the documents
referred to in paragraph 5.01 on or before the Closing Date, then in such event,
Computershare shall be authorized and directed to return the Subscription
Proceeds and any accrued interest thereon to the Subscriber less any applicable
withholding tax, if any.

       

      
        
          
            	
                    5.

                  	
                    CONDITIONS FOR RELEASE
      OF SUBSCRIPTION PROCEEDS TO
HELIX

                  


          

           

        

      

      5.01         It
shall be a true condition precedent of Computershare’s obligation and right to
release the Subscription Proceeds to Helix that the following documents have
been delivered to the Escrow Agent, on or before the Closing Date:

      


      
        	
                 
      

              	
                a)

              	
                Written
      notice from the Toronto Stock Exchange that the terms and conditions of
      the private placement have been accepted for filing and have been
      conditionally approved;

              


      

      


      
        	
                 
      

              	
                b)

              	
                Such
      further and other regulatory approvals as may be necessary and required in
      the reasonable opinion of counsel to Helix.  If no such
      approvals are required, then Helix will provide an officer’s certificate
      to the Escrow Agent to that effect;

              


      

      


      
        	
                 
      

              	
                c)

              	
                Treasury
      Order(s) directed to the transfer agent authorizing the issuance of the
      Certificate(s) for  the Unit Shares forming part of the Units
      purchased with the Subscription
Proceeds;

              


      

       

      
        
          	
                   
      

                	
                  d)

                	
                  
                    Warrant
      Certificates for the Warrants forming part of the Units purchased with the
      Subscription Proceeds;
and

                  

                


        

      

       

      
        
          	
                   
      

                	
                  e)

                	
                  
                    Written
      confirmation from Helix that it has accepted the Subscription
      Agreement.

                  

                


        

      

       

      
        
          
            
              	
                      6.

                    	
                      INDEMNITY

                    


            

             

          

        

      

      6.01         Helix
and the Subscriber, both jointly and severally, hereby indemnify and save
harmless Computershare, its officers, directors, employees and agents with
respect to any losses, claims, damages, liabilities, costs or other

       

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

       

       

      expenses
of any kind or nature or kind including reasonable legal fees, caused,
sustained, or incurred by reason of or arising out of the performance by
Computershare of its duties and obligations hereunder, other than those caused,
sustained, or incurred by reason of or arising out of the gross negligence or
wilful misconduct of Computershare.  This indemnity shall survive the
resignation or removal of the Escrow Agent or the termination of this
Agreement.

      


      6.02        The
Subscriber hereby acknowledges and agrees that Computershare is acting as Escrow
Agent only and solely, for purposes of holding the Subscription Proceeds, and
the release of same pursuant to the conditions as set out in paragraph 5
hereinbefore.  The Subscriber hereby acknowledges and agrees that the
Escrow Agent makes no representations, nor does the Escrow Agent express any
opinion, with respect to the form of Subscription Agreement, its
appropriateness, or enforceability, but that the Escrow Agent acts only and
solely as depository for the Subscription Proceeds, which Subscription Proceeds
will be held for release pursuant to the terms of this Agreement.  The
Escrow Agent upon release of the Subscription Proceeds to Helix and release of
the certificates representing the Unit Shares and Warrants referred to in
paragraph 4.01, to the Subscriber at the address set out in the signature page,
shall be relieved of any further obligation with respect to this Escrow
Agreement, and the Escrow Agent shall be completely discharged of its
obligations save and except for the Escrow Agent’s right to its fees which shall
remain in full force and effect.

       

      
        
          
            
              
                	
                        7.

                      	
                        ESCROW
      CLAUSES

                      


              

               

            

          

        

      

      7.01        The
Escrow Agent shall be protected in acting upon any written notice, request,
waiver, consent, certificate, receipt, statutory declaration or other paper or
document furnished to it, not only as to its due execution and the validity and
the effectiveness of its provisions but also as to the truth and acceptability
of any information therein contained which it in good faith believes to be
genuine and what it purports to be.

      


      7.02        The
Escrow Agent may seek the advice of legal counsel or such other experts,
advisors, agents or agencies as it may in its discretion require for the purpose
of discharging its duties under this Agreement, or in the event of any question
or dispute as to the construction of any of the provisions hereof or its duties
hereunder, and it shall incur no liability and shall be fully protected in
acting in accordance with the opinion and instructions of such legal counsel or
other experts.

      


      7.03        In
the event of any disagreement between any of the parties to this Agreement, or
between them or either of them and any other person, resulting in demands or
adverse claims being made in connection with or for any asset involved herein or
affected hereby, the Escrow Agent shall be entitled, at its discretion, to
refuse to comply with any demands or claims on it, as long as such disagreement
shall continue, and in so refusing the Escrow Agent may make no delivery or
other disposition of any asset involved herein or affected hereby, and in so
doing the Escrow Agent shall not be or become liable in any way or to any person
or party for its failure or refusal to comply with such conflicting demands or
adverse claims, and it shall be entitled to continue so to refrain from acting
and so to refuse to act until the right of person or party shall have been
finally adjudicated in a court assuming and having jurisdiction on the asset
involved herein or affected hereby, or all differences shall have been adjusted
by agreement and the Escrow Agent shall have been notified thereof in writing
signed by all persons and parties interested.

      


      7.04        Helix
will pay to the Escrow Agent from time to time remuneration for its services
hereunder as agreed upon and will pay or reimburse the Escrow Agent, upon its
request, for all reasonable expenses and disbursements incurred or made by the
Escrow Agent in the administration of its services and duties created hereby
(including the reasonable fees and disbursements of its counsel and all other
advisers and assistants not regularly in its employ).  Any amount due
under this Section and unpaid 30 days after request for such payment, will bear
interest from the expiration of such 30 days at a rate per annum equal to the
then current rate charged by the Escrow Agent from time to time, payable on
demand.  All amounts so payable and the interest thereon will be
payable out of any assets in the possession of the Escrow Agent in priority to
amounts owing to any and all other parties. This section shall survive the
termination of this Agreement or the resignation or removal of the Escrow
Agent.

       

       

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

      
 

      7.05        The
Escrow Agent shall not be required to expend or risk its own funds or otherwise
incur financial liabilities in the performance of any of its duties hereunder,
or in the exercise of any of its rights and powers hereunder.  The
Escrow Agent will disburse monies according to this Agreement only to the extent
that monies have been deposited with it.

      


      7.06        The
forwarding of a cheque representing the Subscription Proceeds by the Escrow
Agent will satisfy and discharge the liability for any amounts due to the extent
of the sum or sums represented thereby (plus the amount of any tax deducted or
withheld as required by law) unless such cheque is not honoured on presentation;
provided that in the event of the non-receipt of such cheque by the payee, or
the loss or destruction thereof, the Escrow Agent, upon being furnished with
reasonable evidence of such non-receipt, loss or destruction and indemnity
reasonably satisfactory to it, will issue to such payee a replacement cheque for
the amount of such cheque.

      


      7.07        The
Escrow Agent shall not be responsible for ensuring that the Subscription
Proceeds are used in the manner contemplated in the Subscription Agreement or
any documentation associated therewith.

      


      7.08        Computershare
may resign and be discharged from all further duties and liabilities hereunder
by giving to all of the parties hereto at least 30 days notice in writing or
such shorter period as the parties hereto may accept as
sufficient.  In the event of the Escrow Agent resigning as aforesaid,
the Escrow Agent shall deliver the Subscription Proceeds as jointly directed by
Helix and the Subscriber, and shall execute such further assurances and
documents as are reasonably required by Helix and the Subscriber in connection
with such transition.  In the event of the resignation of the Escrow
Agent, Helix and the Subscriber shall jointly appoint a successor escrow
agent.

       

      
        
          
            
              
                
                  	
                          8.

                        	
                          SINGULAR, PLURAL AND
      GENDER

                        


                

                 

              

            

          

        

      

      8.01        Wherever
the singular, plural, masculine, feminine or neuter is used throughout this
Agreement, the same shall be construed as meaning the singular, plural,
masculine, feminine, neuter, body politic or body corporate where the fact or
context so requires and the provisions hereof and all covenants herein shall be
construed to be joint and several when applicable to more than one
party.

       

      
        
          
            
              
                
                  
                    	
                            9.

                          	
                            ENUREMENT

                          


                  

                   

                

              

            

          

        

      

      9.01        This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns.

       

      
        
          
            
              
                
                  
                    	
                            10.

                          	
                            HEADINGS

                          


                  

                   

                

              

            

          

        

      

      10.01       The
headings in this Agreement have been inserted for reference and as a matter of
convenience only and in no way define, limit or enlarge the scope or meaning of
this Agreement or any provision hereof.

       

      
        
          
            
              
                
                  
                    	
                            11.

                          	
                            GOVERNING LAW AND
      SUBMISSION TO JURISDICTION

                          


                  

                   

                

              

            

          

        

      

      11.01       This
Agreement shall be governed by and construed in accordance with the laws of the
Province of  Ontario and the parties hereto hereby submit to the
jurisdiction of the Courts of the Province of Ontario.

       

       

       

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      	
                              12.

                            	
                              TIME OF THE
      ESSENCE

                            


                    

                     

                  

                

              

            

          

        

      

      12.01       Time
shall be of the essence of this Agreement and of every part hereof.

       

      
        
          
            
              
                
                  
                    
                      	
                              13.

                            	
                              COUNTERPARTS

                            


                    

                     

                  

                

              

            

          

        

      

      13.01       This
Agreement may be executed in several counterparts each of which when so executed
shall be deemed to be an original, and such counterparts shall constitute the
one and same instrument and notwithstanding the date of execution shall be
deemed to bear date first set out in this Agreement.

       

      
        
          
            
              
                
                  
                    
                      	
                              14.

                            	
                              NOTICE

                            


                    

                     

                  

                

              

            

          

        

      

      14.01       Any
notice required or permitted to be given under this Agreement will be in writing
and will be given by delivery by hand, sending by telegram or other means of
electronic communication producing a printed copy (“Electronic Communication”)
or sending by pre-paid registered mail, such notice to the parties at the
following addresses or such other addresses as any party may specify by notice
in writing to the other:

      


      
        	
                 
      

              	
                a.

              	
                if
      to Computershare:

              


      

      


      Computershare
Trust Company of Canada

      100
University Avenue, 9th
Floor, North Tower

      Toronto,
Ontario Canada,   M5J 2Y1

      


      Attention:  Manager,
Corporate
Trust                                           Fax:  (416)
981-9777

      


      


      
        	
                 
      

              	
                b.

              	
                if
      to Helix:

              


      

      


      Helix
BioPharma Corp.

      Unit #3 –
305 Industrial Parkway South

      Aurora,
Ontario

      Canada,
L4G 6X7

      


      Attention:  The
President                                                                Fax:
(905) 841 - 9790

      


      c.            
if to the Subscriber:

      


      at the
address and fax number set out in the signature page.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                15.

                              	
                                CURRENCY

                              


                      

                    

                  

                

              

            

          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  15.01

                                	
                                  All monies quoted in this Agreement shall be
      stated and paid in lawful money of Canada unless otherwise
      stated.

                                


                        

                         

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

      

         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  16.

                                	
                                  ENTIRE
      AGREEMENT

                                


                        

                      

                    

                  

                

              

            

          

        

        
           

        

      

      16.01   The entire
agreement between the parties is expressed herein and no variation or
modification of its terms shall be valid unless expressed in writing and signed
by the parties hereto. All previous agreements, promises, proposals,
representations, understandings and negotiations between the parties hereto
which relate in any way to the subject matter of the Agreement are hereby
superseded and deemed to be of no effect.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  17.

                                	
                                  FURTHER
      ASSURANCES

                                


                        

                      

                    

                  

                

              

            

          

        

        
           

        

      

      17.01       All
parties agree to promptly do, make, execute, deliver or cause to be done, made,
executed or delivered such further acts, documents and things as may be
reasonably required in order to give full force and effect to this Agreement and
any of the terms and conditions hereof, whether or not after the execution
hereof.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    18.

                                  	
                                    SEVERABILITY

                                  


                          

                        

                      

                    

                  

                

              

            

          

          
             

          

        

      

      18.01       If,
in any jurisdiction, any provision of this Agreement or its application to any
Party or circumstance is restricted, prohibited or unenforceable, such provision
shall, as to such jurisdiction, be ineffective only to the extent of such
restriction, prohibition or unenforceability without invalidating the remaining
provisions of this Agreement and without affecting the validity or
enforceability of such provision in any other jurisdiction or without affecting
its application to other Parties or circumstances.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      19.

                                    	
                                      NO
      WAIVER

                                    


                            

                          

                        

                      

                    

                  

                

              

            

            
               

            

          

        

      

      19.01       No failure or delay on the part of any Party in
exercising any right, power or remedy provided in this Agreement may be, or may be deemed to be, a waiver
thereof; nor any single or partial exercise of any right,
power or remedy preclude any other or further exercise of
such right, power or remedy or any other
right, power or remedy.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        20.

                                      	
                                        AMENDMENTS

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

              
                 

              

            

          

        

      

      
        20.01      ThisAgreement may be amended by and upon written
notice to the Escrow Agent at any time
given jointly by Helix and the Subscriber, but the duties and responsibilities
of the Escrow Agent shall not be increased
and the indemnities of the Escrow Agent shall not be decreased without the written consent of the Escrow
Agent. No amendment, supplement, modification or waiver or termination of this
Agreement and, unless otherwise specified, no consent or approval by any Party,
shall be binding unless executed in writing by the Party to be
bound.

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          21.

                                        	
                                          PRIVACY

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        21.01     
The
Parties acknowledge that the Escrow Agent may, in the course of providing
services hereunder, collect or receive financial and other personal information
about such parties and/or their representatives, as individuals, or about other
individuals related to the subject matter hereof, and use such information for
the following purposes:

      

       

      
        	
                (i)  

              	
                to
      provide the services required under this agreement and other services that
      may be requested from time to time;

              


      

       

      
        	
                (ii)  

              	
                to
      help the Escrow Agent manage its servicing relationships with such
      individuals;

              


      

       

      
        	
                (iii)  

              	
                to
      meet the Escrow Agent’s legal and regulatory requirements;
    and

              


      

       

       

       

      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (iv)  

              	
                if
      Social Insurance Numbers are collected by the Escrow Agent, to perform tax
      reporting and to assist in verification of an individual’s identity for
      security purposes.

              


      

       

      Each
party acknowledges and agrees that the Escrow Agent may receive, collect, use
and disclose personal information provided to it or acquired by it in the course
of this Agreement for the purposes described above and, generally, in the manner
and on the terms described in its Privacy Code, which the Escrow Agent shall
make available on its website or upon request, including revisions thereto.
Further, each party agrees that it shall not provide or cause to be provided to
the Escrow Agent any personal information relating to an individual who is not a
party to this Agreement unless that party has assured itself that such
individual understands and has consented to the aforementioned uses and
disclosures.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            22.

                                          	
                                            AGREEMENT
      EFFECTIVE

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      22.01    This
Agreement shall become effective upon execution by all parties and delivery of a
fully executed copy (or all counterparts thereof) to Computershare.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            23.

                                          	
                                            ANTI MONEY
      LAUNDERING

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      23.01   Each party to this
Agreement hereby represents to the Escrow Agent that any account to be opened
by, or interest to be held by the Escrow Agent in connection with this
Agreement, for or to the credit of such party, either (i) is not intended to be
used by or on behalf of any third party; or (ii) is intended to be used by or on
behalf of a third party, in which case such party hereto agrees to complete and
execute forthwith a declaration in the Escrow Agent's prescribed form as to the
particulars of such third party.

      


      23.02  The Escrow Agent
shall retain the right not to act and shall not be liable for refusing to act
if, due to a lack of information or for any other reason whatsoever, the Escrow Agent,
in its sole judgment, determines that such act might cause it to be in
non-compliance with any applicable anti-money laundering or anti-terrorist
legislation, regulation or guideline.  Further, should the Escrow Agent,
in its sole judgment, determine at any time that its acting under this Agreement
has resulted in its being in non-compliance with any applicable anti-money
laundering or anti-terrorist legislation, regulation or guideline, then it shall
have the right to resign on 10 days written notice to the Company, provided (i)
that the Escrow
Agent's written notice shall describe the circumstances of such
non-compliance; and (ii) that if such circumstances are rectified to the Escrow Agent's
satisfaction within such 10 day period, then such resignation shall not be
effective.

      
      IN WITNESS WHEREOF the
parties have executed this Agreement all on the date and year first above
written.

      


      COMPUTERSHARE
TRUST COMPANY OF CANADA

      


      


      Per:           _________________________________

      


      


      
        Per:           _________________________________

        
 

      

       

       

       

       

      
        
          
          

        

        
          B-8

          
            

          

        

        
          
          

        

      

       

      


      HELIX
BIOPHARMA CORP.

      


      


      Per:           _______________________________

      


      


      Per:           _______________________________

      


      


      SUBSCRIBER:

       

      
        ____________________________________________

      

      Name of
Subscriber

      


      ____________________________________________

      Signature
of Subscriber or Authorized Representative

      


      ____________________________________________

      Print
Name and Representative Capacity of Signatory, if applicable

      


      ____________________________________________

       

      


      ____________________________________________

      Address

      


      ____________________________________________

      Telephone
Number

      


      


      ____________________________________________

      Fax
Number

      


      


      ____________________________________________

      Email
address

       

       

       

       

       

       

      B-9