Exhibit
4.3


EIA AGREEMENT


 


THIS AGREEMENT is dated for reference September 24, 2003


 


BETWEEN:


 


ONCOGENEX
TECHNOLOGIES INC., a corporation formed under the laws of Canada and having an address at
Suite 550, 2660 Oak Street, Vancouver, British Columbia, V6H 3Z6 Facsimile No. (604) 736-3687


 


(the “Company”)


 


AND:


 


WORKING OPPORTUNITY FUND (EVCC)
LTD., a
corporation incorporated under the laws of British Columbia and having its head
office at 2600 - 1055 West Georgia Street, Vancouver, British Columbia, V6E 3R5
Facsimile No. (604) 669-7605


 


(“WOF”)


 


WHEREAS:


 


A.           The Company requires additional equity capital to
further develop and expand its business;


 


B.             WOF may make investments in the Company from time to
time;


 


C.             WOF is an employee venture capital corporation
registered under the Employee Investment Act
(British Columbia) the “Act”) and must
comply with the requirements of the Act;


 


D.            It is a condition precedent to closing any investment
that WOF receives written confirmation from the administrator under the Act
that WOF’s investments in the Company will be an “eligible investment” or a “permitted
investment” under the Act; and


 


E.              The representations, warranties and covenants set
forth in this Agreement are needed to establish investment eligibility under the
Act and obtain the necessary written confirmation from the Administrator.


 


NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and WOF’s investments in the Company from time to time and the representations,
warranties, covenants and agreements set forth in this Agreement, the parties
hereby agree as follows:


 


 

















ARTICLE 1 - INTERPRETATION


 


1.1          Definitions - In this Agreement, unless otherwise
provided, the following terms shall have the following meanings:


 


(a)                                  “Act” means the Employee
Investment Act, R.S.B.C. 1996, c. 112, as amended;


 


(b)                                 “Administrator” means the person designated under the Act
from time to time to perform the duties of administrator under the Act;


 


(c)                                  “Agreement” means this agreement, together with any
amendments to or replacements of this agreement;


 


(d)                                 “EIA CERTIFICATE” means a certificate as to certain facts
relevant to determining whether an investment in the Company by WOF is or would
be an “eligible investment” or “permitted investment”, as the case may be,
under the Act completed and signed by a director or officer of the Company and
delivered to WOF and the Administrator hereunder (using the general form of the
certificate attached hereto or such other updated form as the Administrator may
require);


 


(e)                                  “Financial Assistance” means financial assistance in the
ordinary meaning of the term, except that for greater certainty in relation to
section 18(2) of the Act it does not include:


 


(i)                                     any payments made to WOF by the Company
as reimbursement of expenses or as management fees; and


 


(ii)                                  any directors fees or remuneration paid
by the Company to directors or officers of WOF who serve on the Company’s
Board, where such fees or remuneration apply generally to outside members of
the Company’s Board; and


 


(f)            “Regulations”
means the regulations enacted pursuant to the Act in force from time to time.


 


1.2          Act
and Regulation Definitions Imported - In the Agreement, unless otherwise defined herein,
words and phrases defined in the Act or the Regulations have the meanings given
to them in the Act or the Regulations.


 


1.3          Number
and Gender - In
this Agreement, words (including defined terms) using or importing the singular
number include the plural and vice versa and words importing one gender only
shall include all genders and words importing persons in this Agreement shall
include individuals, partnerships, corporations and any other entities, legal
or otherwise.


 


1.4          Headings - The headings used in this Agreement are for ease
of reference only and shall not affect the meaning or the interpretation of
this Agreement.


 


2

















ARTICLE 2 - ACT RELATED
PROVISIONS


 


2.1          Act
Related Representations and Warranties - The Company represents and warrants to WOF that the
information contained in each EIA Certificate delivered to WOF is true and
accurate as at the date thereof and may be filed by WOF with the Administrator
for the purposes of obtaining an “eligible investment” ruling or “permitted
investment” ruling, as the case may be, from the Administrator in respect of
WOF’s investments in securities of the Company from time to time.


 


2.2          Act
Related Covenants -
The Company covenants and agrees with WOF that while WOF holds any securities of
the Company or any money is owed by the Company to WOF;


 


(a)                                  it will not, directly or indirectly, use
any of the funds it receives from WOF as a result of WOF’s purchase of
securities from the Company for any of the purposes or uses specified in
section 16 of the Act; provided however that the Company will not use any such
funds for the purpose of lending to, or acquiring securities from, an affiliate
or an associate of the Company, without the prior written consent of WOF;


 


(b)                                 it will not provide, directly or
indirectly, as part of any transaction or series of transactions, a loan,
guarantee or any other Financial Assistance to WOF or to any person who is an
associate or affiliate of WOF, a director, officer or major shareholder of WOF
or a member of a group that controls WOF;


 


(c)                                  it will, upon request by WOF, promptly
provide to WOF;


 


(i)            an updated EIA Certificate for
purposes of reporting to the Administrator as to the continuing eligiblity
under the Act of WOF’s investment(s) in the Company or for seeking an “eligible
investment” ruling or “permitted investment” ruling, as the case may be, from
the Adminstrator in respect of any subsequent investment by WOF in the Company,
and


 


(ii)           such additional information as WOF
may require to duly complete and file its annual return with the Administrator
pursuant to section 33 of the Act.


 


2.3          Reliance
and Indemnity -
The Company acknowledges that WOF is relying on the representations, warranties
and covenants set forth in this Agreement and in any EIA Certificate in making
investments in the Company. The Company agrees to indemnify and save harmless WOF
from and against all losses, damages, costs, or expenses, including reasonable
legal costs as between a solicitor and his own client, suffered or incurred by
WOF as a result of or in connection with any of those representations,
warranties or covenants being incorrect or breached.


 


ARTICLE 3 - GENERAL PROVISIONS


 


3.1          Time
of the Essence -
Time shall be of the essence of this Agreement.


 


3

















3.2          Further
Acts - Each of
the parties shall at the request of any other party, and at the expense of the
Company, execute and deliver any further documents and do all acts and things
as that party may reasonably require in order to carry out the true intent and
meaning of this Agreement.


 


3.3          No
Partnership -
Nothing in this Agreement or in the relationship of the parties hereto shall be
construed as in any sense creating a partnership among the parties or as giving
to any party any of the rights or subjecting any party to any of the creditors
of the other parties.


 


3.4          Parties
of Interest -
This Agreement shall enure to the benefit of and be binding upon the parties
and their respective personal representatives, administrators, heirs,
successors and permitted assigns.


 


3.5          Governnig
Law - This
Agreement shall be governed by the laws of the Province of British Columbia.


 


3.6          Survival - Each party hereby agrees that all
representations, warranties and other provisions contained in this Agreement or
in an EIA Certificate shall forever survive the execution and delivery therof.


 


3.7          Severability - The invalidity or unenforceability of
any provision in this Agreement shall not affect the validity or enforceability
of any other provision or part of this Agreement, and the parties hereby
undertake to renegotiate in good faith any such invalid or unenforceable
provision, with a view to concluding valid and enforceable arrangements as
nearly as possible the same as those contained in this Agreement.


 


3.8          Waiver - Failure by any party hereto to insist
in any instance upon the strict performance of any one of the covenants
contained herein shall not be construed as a waiver or relinquishment of such
covenants. No waiver by any party hereto of any such covenant shall be deemed
to have been made unless expressed in writing and signed by the waiving party.


 


3.9          Amendments - No term or provision
hereof may be amended except by an instrument in writing signed by all of the
parties to this Agreement.


 


3.10        Conflicting
Rights - In the
event of any conflict between the provisions of this Agreement and any other
agreement among or between the parties and any amendment thereto or the
constating documents of the Company and any amendments thereto, the provisions
set forth in this Agreement shall prevail.


 


3.11        Counterparts - This Agreement may be executed in
several counterparts (including by fax), each of which when so executed shall
be deemed to be an original and shall have the same force and effect as an
original but such counterparts together shall constitute but one and the same
instrument.


 


4

















 


IN WITNESS WHEREOF the parties have executed this agreement as of the
date first written above.


 


	
  ONCOGENEX TECHNOLOGIES INC.

  
	
   

  	
   

  
	
  Per:

  	
  /s/ Scott Cormack

  
	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
  WORKING OPPORTUNITY FUND (EVCC)

  LTD. by its
  manager GrowthWorks Capital Ltd.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Per:

  	
  /s/ Patrick R. Brady

  
	
   

  	
  Authorized Signatory

  



 


5

















EIA CERTIFICATE


 


(provided by • (the “Company”)


of •)


 


TO:                            The administrator (the “Administrator”)
under the Employee Investment Act, R.S.B.C. 1996,
c. 112, as amended, (the “Act”) and the Worknig Opportunity Fund (EVCC) Ltd.
(the “Fund”):


 


The undersigned, being a director or senior officer of the Company,
hereby certifies as follows:


 


1.             Wages
and Salaries (Do NOT include Affiliates)


 


1.1           During the
immediately preceding fiscal year:


 


(a)           the total remuneration (i.e. all
wages, salaries, benefits etc.) paid (or accrued as payable) by the Company to
those employees who regularly reported to work in British Columbia was
$         ; and


 


(b)           the total remuneration (i.e. all
wages, salaries, benefits etc.) paid (or accrued as payable) by the Company to
all Company employees was
$         .


 


2.             Total
Assets (Include Affiliates)


 


2.1           The Company has the
following “affiliates” (as defined in the Act);


 


                _____________________________________________________


 


                _____________________________________________________


 


                _____________________________________________________


 


2.2           The Company,
together with its “affiliates” (as defined in the Act), has less than $50
million in total assets (as calculated in accordance with generally accepted
accounting principles on a consolidated or combined basis).


 


3.             Not
Substantially Engaged in Ineligible Business Activities (Do NOT include
Affiliates)


 


3.1           For purposes of this
Section 3, the following activities are defined as “ineligible
activities”,


 


(a)           primary resource exploration or
extraction,


 


(b)           financial services such as providing
loans, selling insurance or real estate or trading in securities,


 


(c)           property management or the rental or leasing
of land or improvements,


 


 

















(d)         the development of or improvement to land,


 


(e)          agricultural activities other than non-traditional
agricultural activities such as


 


(i)             game farming,


 


(ii)          specialized small crops, livestock and poultry
production, or


 


(iii)       high technology enterprises such as greenhouse or
hydroponic crop production, plant propagation, animal genetics or production of
breeding stock,


 


(f)    retail services.


 


3.2           The value of the
Company’s assets used in ineligible activities is
$           .


 


3.3           The total value of
all the Company’s assets is
$           .


 


3.4           The value of
expenses incurred by the Company with respect to ineligible activities during
the most recent fiscal year was
$               
..


 


3.5           The total of all
expenses incurred by the Company during the most recent fiscal year was
$            .


 


3.6           The figures reported
in sections 3.2 through 3.5 above were determined in accordance with generally
accepted accounting principles.


 


3.7           The Company has
        % of its assets (by dollar
value) located outside of British Columbia.


 


3.8           The Company maintains
a permanent establishment in British Columbia located at:


 


                _____________________________________________________


 


4.             Control


 


4.1           The following table
shows the number of shares of the Company and the corresponding voting
percentages which will be held by:


 


(a)          the Fund;


 


(b)         other employee venture capital corporations registered
under the Act (“EVCCs”) and venture capital corporations (“VCCs”) registered
under the Small Business Venture Capital Act,
R.S.B.C. 1996, c. 429 and the directors, officers and shareholders of EVCCs and
VCCs (and the associates and affliates thereof); and


 


(c) shareholders other than those listed in (a) and
(b) above;


 


2

















assuming completion of the prosposed investment in
shares of the Company for which this Certificate is being completed (the “Investment”).


 


	
  Name of Shareholder

  	
  No. & Class

  	
   

  	
  % of total Votes*

  
	
   

  	
   

  	
   

  	
   

  
	
  Working Opportunity Fund (EVCC) Ltd.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EVCCS and VCCs and their directors, officers and
  shareholders (and their associates and affiliates) (list names below)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Shareholders other than those listed above

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  *Total Votes =

  	
   

  	
   

  



 


4.2           The Company’s board
composition will be as follows assuming completion of the Investment:


 


	
  Name of Director

  	
   

  	
  Nominee of:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Dated
                    
and effective as at the closing date of the Investment, unless a replacement
certificate is provided prior to such closing date.


 


	
   

  	
   

  	
   

  
	
  (Signature of Witness)

  	
   

  	
  (Director’s/Officer’s Signature)

  
	
   

  	
   

  	
   

  
	
  (Name of Witness)

  	
   

  	
  (Print Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Position)

  



 


IT IS AN OFFENCE UNDER THE
EMPLOYEE INVESTMENT ACT TO MAKE


FALSE OR MISLEADING STATEMENT TO
THE ADMINISTRATOR


 


3