OSTEOLOGIX,
      INC.

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (“Agreement”)
      is
      made and entered into as of September 14, 2007 by and between Osteologix, Inc.,
      a Delaware corporation (the “Company”),
      and
      Matthew M. Loar (the “Employee”).

    


    RECITALS

    


    A. Employee
      has been employed by the Company as its Chief Financial Officer beginning
      September 1, 2006 under the terms of a Letter Agreement with the Company dated
      August 10, 2006 (the “Offer
      Letter”);
      and


    


    B. The
      Company and Employee desire to enter into this Agreement to set forth certain
      terms and conditions under which Employee may be eligible to receive severance
      payments in the event of his employment termination.

    


    AGREEMENT

    


    In
      consideration of the promises made herein, the Company and Employee
      (collectively referred to as the “parties”)
      hereby
      agree as follows:

    


    1. At-Will
      Employment.
      The
      parties reaffirm that Employee’s employment with the Company is “at-will” and
      may be terminated at any time with or without cause or notice. Employee
      understands and agrees that neither his job performance nor promotions,
      commendations, bonuses or the like from the Company give rise to or in any
      way
      serve as the basis for modification, amendment, or extension, by implication
      or
      otherwise, of his employment with the Company. However,
      as described in this Agreement, Employee may be entitled to severance benefits
      depending upon the circumstances of Employee’s termination of employment.


    


    2. Termination.
      If
      Employee’s employment terminates for any reason, then the Company will pay
      Employee all earned or accrued but unpaid paid time off, expense reimbursements,
      wages, bonuses, and other benefits due to Employee under applicable law and
      any
      Company-provided plans, policies, and arrangements as then in effect as of
      the
effective
      date of Employee’s termination (the
      “Termination
      Date”).

    


    3 Employment
      Terms.

    


    (a)
      On or
      before August 31, 2007, the final date of Employee’s first full year as an
      employee of the Company (the period from September 1 to August 31 of the
      following year is referred to as an “Employment
      Year”),
      the
      Company will award Employee a Bonus (as defined in the Offer Letter). This
      amount will be paid in accordance with the Company’s normal payroll cycle in
      September 2007. On or before August 31 of each subsequent Employment Year,
      the
      Company will award Employee a Bonus (as defined in the Offer Letter), if earned,
      which will be paid in accordance with the Company’s normal payroll cycle in the
      month following the determination of the award. In the event that the Company
      changes the timing of Bonus award determination for the Employee from an
      Employment Year to a different term, the Employee will be awarded a pro-rated
      Bonus, if earned, for any transition period(s) that do not coincide with an
      Employment Year, and thereafter the Bonus award will determined and paid in
      a
      similar manner but based on the new bonus period rather than an Employment
      Year.



    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)
      Beginning the first day of the Employee’s second Employment Year, the Company
      will increase the Employee’s base salary from the amount contained in the Offer
      Letter to reflect performance during the first Employment Year. Beginning with
      the first day of the third and following Employment Years, Employee is eligible
      to receive adjustments to his base salary as determined by the Board of
      Directors (or a Compensation Committee thereof). In the event that the Company
      changes the timing of its salary review cycle, the Employee will be awarded
      a
      pro-rated adjustment for any transition period(s) that do not coincide with
      an
      Employment Year and thereafter will be eligible to receive adjustments to his
      base salary based on the new term rather than an Employment Year. The Employee
      understands that there is no obligation to increase the base salary of the
      Employee at any time.

    


    4. Severance
      Benefits.
      If
      Employee’s employment is terminated by the Company without Cause or by Employee
      for Good Reason (each as defined below), and
      provided
      that
      Employee remains in full compliance with his material obligations to the Company
      under his Offer Letter, this Agreement (including all exhibits attached hereto)
      and the Separation Agreement (defined below), the Company agrees to provide
      Employee with the following severance benefits:

    


    (a) continuation
      of Employee’s regular base salary for a period of six (6) months, reduced by any
      and all applicable payroll withholdings and deductions. The period over which
      Employee is entitled to receive continuation of regular base salary is referred
      to as the “Severance
      Period.”

    


    (b) a
      lump
      sum payment equal to a ratable portion of Employee’s full potential annual bonus
      at the percentage contained in the Offer Letter for the portion of the
      Employment Year that has elapsed prior to the Termination Date (or the portion
      of the transition period or new bonus cycle period that has elapsed if the
      Company has changed the timing of Bonus award determination), reduced by any
      and
      all applicable payroll withholdings and deductions. The Employee will be
      provided reasonable time prior to the Termination Date to transition information
      and responsibilities to Employee’s successor, and accordingly this payment will
      be contingent upon, and will not be paid until the completion of, the reasonable
      transition of information and responsibilities to Employee’s successor, as
      reasonably determined by the Company; 

    


    (c) provided
      Employee accurately and timely elects continuation of health insurance coverage
      pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as
      amended, or Cal-COBRA (collectively, “COBRA”),
      reimbursement for COBRA premiums paid by Employee for Employee and Employee’s
      eligible dependents for
      a
      period of six (6) months; 

    


    (d) acceleration
      of six (6) months vesting of all outstanding
      equity
      awards subject to vesting
      granted
      by the Company to the Employee;
      and



    
      
         

      

      
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    (e) extension
      of the exercise term of each outstanding equity award granted by the Company
      so
      that Employee
      may exercise such awards (including
      the accelerated shares as provided in Section 4(d) above) to
      Employee until the earliest of: (i) three
      (3) months after the end of the Severance Period, (ii) the latest date such
      each equity award could have expired by its original terms under any
      circumstances, or (iii) the tenth (10th)
      anniversary of the original date of grant of such equity award. The Employee
      understands and acknowledges that to the extent any vested option shares are
      incentive stock options such option shares shall be deemed to be nonqualified
      stock options effective as of the Termination date if not exercised within
      three
      months of the Termination Date. The Employee understands that any shares for
      which vesting is accelerated in accordance with 4(d) that are incentive stock
      options shall be deemed to be nonqualified stock options regardless of when
      exercised.

    


    5. Conditions
      to Receipt of Severance; No Duty to Mitigate.

    


    (a) Separation
      Agreement and Release of Claims.
      The
      receipt of any severance pursuant to this Agreement will be subject to Employee
      signing and not revoking a Separation Agreement and Release of Claims (a
“Separation
      Agreement”)
      in
      substantially the form attached hereto as Exhibit B. No severance pursuant
      to
      this Agreement will be paid or provided until the Separation Agreement becomes
      effective. 

    


    (b) No
      Duty to Mitigate.
      Employee will not be required to mitigate the amount of any payment contemplated
      by this Agreement, nor will any earnings that Employee may receive from any
      other source reduce any such payment. 

    


    6. Confidentiality
      Agreement.
      Employee will execute and become a party to the Company’s standard form
      Confidential Information and Invention Assignment Agreement, in the form
      attached to this Agreement as Exhibit
      A
      (the
“Confidentiality
      Agreement”).
      

    


    7. Tax
      Matters.
      

    


    (a) Responsibility
      and Withholding.
      The
      Employee is responsible for payment of all taxes (including any interest and
      penalties) legally imposed upon him in connection with benefits provided under
      this Agreement and the Company shall have no liability to the Employee or any
      other party with respect to any such tax or amount unless the Company fails
      to
      withhold appropriate taxes in accordance with federal and state law. All
      benefits and payments provided hereunder are subject to applicable tax and
      other
      withholdings required by law, and, to the extent such payments are to be made
      in
      cash, they will be made net of such withholding amounts.  

    


    (b) Section
      409A.
      Notwithstanding anything to the contrary in this Agreement, if Employee is
      a
“specified employee” within the meaning of Section 409A of the Internal Revenue
      Code of 1986, as amended (the “Code”)
      and
      the final regulations and any guidance promulgated thereunder (“Section
      409A”)
      at the
      time of Employee’s termination, and the severance payable to Employee, if any,
      pursuant to this Agreement, when considered together with any other severance
      payments or separation benefits which may be considered deferred compensation
      under Section 409A (together, the “Deferred
      Compensation Separation Benefits”)
      will
      not and could not under any circumstances, regardless of when such termination
      occurs, be paid in full by March 15 of the year following Employee’s
      termination, then only that portion of the Deferred Compensation Separation
      Benefits which do not exceed the Section 409A Limit (as defined below) may
      be
      made within the first six (6) months following Employee’s termination of
      employment in accordance with the payment schedule applicable to each payment
      or
      benefit. For
      these
      purposes, each severance payment is hereby designated as a separate payment
      and
      will not collectively be treated as a single payment. Any portion of the
      Deferred Compensation Separation Benefits in excess of the Section 409A Limit
      shall accrue and, to the extent such portion of the Deferred Compensation
      Separation Benefits would otherwise have been payable within the first six
      (6)
      months following Employee’s termination of employment, will become payable on
      the first payroll date that occurs on or after the date six (6) months and
      one (1) day following the date of Employee’s termination of employment. All
      subsequent Deferred Compensation Separation Benefits, if any, will be payable
      in
      accordance with the payment schedule applicable to each payment or benefit.
      The
      Company and the Employee agree to work together in good faith to consider
      amendments to this Agreement and to take such reasonable actions which are
      necessary, appropriate or desirable to avoid imposition of any additional tax
      or
      income recognition prior to actual payment to the Employee under Section 409A.
      


    
      
         

      

      
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    8. Certain
      Definitions.
      

    


    (a) “Cause”
for
      termination shall mean: (i) conviction or plea of nolo contendere in a
      court of law of (x) any felony or (y) any misdemeanor involving
      dishonesty, breach of trust, misappropriation or illegal narcotics,
      (ii) commission of any act involving theft, embezzlement, fraud, dishonesty
      or moral turpitude or that otherwise impairs the reputation, goodwill or
      business of the Company, (iii) material breach of any of the material
      provisions of this Agreement or of any other material agreement between Employee
      and the Company or any of its affiliates, (iv) demonstration of gross
      negligence, willful misconduct or dereliction of duty in the execution of his
      duties under this Agreement or breach of his duty of loyalty to the Company
      or
      any of its affiliates that is materially injurious to the Company, or
      (v) repeated and consistent failure to be present at work or to perform his
      duties at a level consistent with his position with the Company or as directed
      by the Board, which failure continues for more than thirty (30) days after
      notice given to Employee, such notice to set forth in reasonable detail the
      nature of such failure. 

    


    (b) “Good
      Reason”
      shall
      mean Employee’s voluntary termination, upon thirty (30) days prior written
      notice to the Company, within ninety (90) days following the occurrence of
      one
      of the following events without Employee’s consent:
      (i)
      breach hereof by the Company of its obligations under this Agreement not
      remedied within thirty (30) days’ written notice by Employee to the Company;
      (ii) a material diminution in the Employee’s authority or title within the
      Company as in effect immediately prior to such reduction,
      (iii) any
      reduction by the Company in Employee’s compensation or benefits other than a
      change in benefits (such as a change in health insurance provider) that is
      made
      to all employees, (iv) a
      material change in the geographic location at which Employee must perform
      services (in other words, the relocation of Employee or functions performed
      by
      Employee to a facility that is more than thirty-five (35) miles from the current
      location where the Employee performs services), (v) a change in control of
      the
      Company, (v) a request by the Board or another senior officer of the Company
      for
      the employee to perform any illegal act, to certify false financial statements
      or make false claims in a filing with the SEC, or perform an act that impairs
      the reputation or goodwill of the Employee, (vi) a material breach of any
      of the material provisions of this Agreement or of any other material agreement
      between Employee and the Company or any of its affiliates 


    
      
         

      

      
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    (c) “Section
      409A Limit”
shall
      mean the lesser of two (2) times: (i) Employee’s
      annualized compensation based upon the annual rate of pay paid to Employee
      during the Company’s taxable year preceding the Company’s taxable year of
      Employee’s termination of employment as determined under the relevant
      paragraph(s) of Treasury Regulation 1.409A and any Internal Revenue Service
      guidance issued with respect thereto; or (ii) the annual compensation limit
      pursuant to Section 401(a)(17) of the Code for the year in which Employee’s
      employment is terminated.

    


    9. Time
      and Efforts. The
      Employee shall devote substantially all of his full business time and his best
      efforts, business judgment, skill and knowledge to the interests of the Company;
      however, the Employee shall be entitled to serve as a strategic advisor or
      on
      the board of directors of one other company, provided that it is not in the
      business of developing drugs for osteoporosis, osteonecrosis or arthritis and
      such service does not interfere with Employee’s duties to the
      Company.

    


    10. Non-Confidentiality
      of Agreement.
      The
      Parties acknowledge that this Agreement shall be filed as an exhibit to the
      Company’s Form 8-K to be filed with the Securities and Exchange Commission.


    


    11. Entire
      Agreement; Severability; No Oral Modification.
      This
      Agreement, together with the Offer Letter, any agreements representing any
      outstanding equity awards from the Company, the Indemnification Agreement and
      the Confidentiality Agreement, represent the entire agreement and understanding
      between the Company and Employee and supersede and replace any and all prior
      agreements and understandings concerning Employee’s relationship with the
      Company and his compensation by the Company. In the event that any provision
      in
      this Agreement becomes or is declared by a court of competent jurisdiction
      to be
      illegal, unenforceable or void, this Agreement shall continue in full force
      and
      effect without said provision. This Agreement may only be amended in writing
      signed by Employee and the Company.

    


    12. Arbitration.  Any dispute
      or claim arising out of or in connection with this Agreement shall be finally
      settled by binding arbitration in San Francisco County, California in accordance
      with the rules of the American Arbitration Association pursuant to its National
      Rules for the Resolution of Employment Disputes. The arbitrator shall apply
      California law, without reference to rules of conflicts of law or rules of
      statutory arbitration, to the resolution of any dispute. Judgment on the award
      rendered by the arbitrator may be entered in any court having jurisdiction
      thereof. Notwithstanding the foregoing, the parties may apply to any court
      of
      competent jurisdiction for preliminary or interim equitable relief, or to compel
      arbitration in accordance with this paragraph, without breach of this
      arbitration provision. This Section 10 shall not apply to the Confidentiality
      Agreement or the Indemnification Agreement.

    


    13. Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of California, without
      regard to its conflicts of law provisions.


    
      
         

      

      
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    14. Assignment.
      This
      Agreement will be binding upon and inure to the benefit of the Employee, the
      Company and any successor of the Company. Any such successor of the Company
      will
      be deemed substituted for the Company under the terms of this Agreement for
      all
      purposes. For this purpose, “successor” means any person, firm, corporation or
      other business entity which at any time, whether by purchase, merger or
      otherwise, directly or indirectly acquires all or substantially all of the
      assets or business of the Company. 

    


    15. Counterparts.
      This
      Agreement may be executed in counterparts, and each counterpart shall have
      the
      same force and effect as an original and shall constitute an effective, binding
      agreement on the part of each of the undersigned.

    


    16. Voluntary
      Execution of Agreement.
      Employee acknowledges that he has had the opportunity to discuss this matter
      with and obtain advice from his private attorney, has had sufficient time to,
      and has carefully read and fully understands all the provisions of this
      Agreement, and is knowingly and voluntarily entering into this
      Agreement.

    


    IN
      WITNESS WHEREOF, the Parties have executed this Employment Agreement on the
      respective dates set forth below. 

    


    
      	 	 	OSTEOLOGIX, INC. 
	 	 	 	 
	 	 	 	 
	Dated as of __________, 2007	 	By: 	
            
	
            	 	 	
              

            
	 	 	Title: 	
            
	 	 	 	
              
  
	 	 	 	 
	 	 	MATTHEW M. LOAR,
              an individual 
	 	 	 
	Dated as of __________, 2007 	 	
              
  


    

    


    
      
         

      

      
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    EXHIBIT
      A

    


    


    


    CONFIDENTIALITY
      AGREEMENT

    


     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    OSTEOLOGIX,
      INC.

    


    CONFIDENTIAL
      INFORMATION AND

    INVENTION
      ASSIGNMENT AGREEMENT

    


    


    As
      a
      condition of my becoming employed (or my employment being continued) by
      Osteologix, Inc., a
      Delaware corporation (the
      “Company”),
      and
      in consideration of my employment relationship with the Company and my receipt
      of the compensation now and hereafter paid to me by the Company, I agree to
      the
      following:

    


    1. Employment
      Relationship.
      I
      understand and acknowledge that this Agreement does not alter, amend or expand
      upon (i) any rights I may have to continue in the employ of, or (ii) the
      duration of my employment relationship with, the Company under any existing
      agreements between the Company and me, including but not limited to my
      Employment Agreement with the Company dated September 14, 2007, or under
      applicable law. Any employment relationship between the Company and me, whether
      commenced prior to or upon the date of this Agreement, shall be referred to
      herein as the “Relationship.”

    


    2. Duties.
      I will
      perform for the Company such duties as may be designated by the Company from
      time to time. During the Relationship, I will devote my best efforts to the
      interests of the Company and will not engage in other employment or in any
      activities detrimental to the best interests of the Company without the prior
      written consent of the Company.

    


    3. At-Will
      Relationship.
      I
      understand and acknowledge that the Relationship is and shall continue to be
      at-will, as defined under applicable law, meaning that either I or the Company
      may terminate the Relationship at any time for any reason or no reason, without
      further obligation or liability, except as provided in my Employment Agreement
      with the Company dated September 14, 2007.

    


    4. Confidential
      Information.

    


    (a) Company
      Information.
      I agree
      at all times during the Relationship and thereafter, to hold in strictest
      confidence, and not to use, except for the benefit of the Company to the extent
      necessary to perform my obligations to the Company under the Relationship,
      or to
      disclose to any person, firm, corporation or other entity without written
      authorization of the President, Chief Executive Officer, Board of Directors
      or
      other person(s) performing any similar function, of the Company, any
      Confidential Information of the Company which I obtain or create. I further
      agree not to make copies of such Confidential Information except as authorized
      by the Company or necessary to perform job responsibilities. I understand that
      “Confidential
      Information”
means
      any Company proprietary information, technical data, trade secrets or know-how,
      including, but not limited to, research, product plans, products, services,
      suppliers, customer lists and customers (including, but not limited to,
      customers of the Company on whom I called or with whom I became acquainted
      during the Relationship), prices and costs, markets, software, developments,
      inventions, laboratory notebooks, processes, formulas, technology, designs,
      drawings, engineering, hardware configuration information, marketing, licenses,
      finances, budgets or other business information disclosed to me by the Company
      either directly or indirectly in writing, orally or by drawings or observation
      of parts or equipment or created by me during the Relationship, whether or
      not
      during working hours. I understand that Confidential Information includes,
      but
      is not limited to, information pertaining to any aspect of the Company’s
      business which is either information not known by actual or potential
      competitors of the Company or other third parties not under confidentiality
      obligations to the Company, or is otherwise proprietary information of the
      Company or its customers or suppliers, whether of a technical nature or
      otherwise. I further understand that Confidential Information does not include
      any of the foregoing items which has become publicly and widely known and made
      generally available through no wrongful act of mine or of others who were under
      confidentiality obligations as to the item or items involved.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Prior
      Obligations.
      I
      represent that my performance of all terms of this Agreement as an employee
      of
      the Company has not breached and will not breach any agreement to keep in
      confidence proprietary information, knowledge or data acquired by me prior
      or
      subsequent to the commencement of the Relationship, and I will not disclose
      to
      the Company or use any inventions, confidential or non-public proprietary
      information or material belonging to any current or former client or employer
      or
      any other party. I will not induce the Company to use any inventions,
      confidential or non-public proprietary information, or material belonging to
      any
      current or former client or employer or any other party. 

    


    (c) Third
      Party Information.
      I
      recognize that the Company has received and in the future will receive
      confidential or proprietary information from third parties subject to a duty
      on
      the Company’s part to maintain the confidentiality of such information and to
      use it only for certain limited purposes. I agree to hold all such confidential
      or proprietary information in the strictest confidence and not to disclose
      it to
      any person, firm or corporation or to use it except as necessary in carrying
      out
      my work for the Company consistent with the Company’s agreement with such third
      party.

    


    5. Inventions.

    


    (a) Inventions
      Retained and Licensed.
      I have
      attached hereto, as Exhibit
      A,
      a list
      describing with particularity all inventions, original works of authorship,
      developments, improvements, and trade secrets which were made by me prior to
      the
      commencement of the Relationship (collectively referred to as “Prior
      Inventions”),
      which
      belong solely to me or belong to me jointly with another, which relate in any
      way to any of the Company’s proposed businesses, products or research and
      development, and which are not assigned to the Company hereunder; or, if no
      such
      list is attached, I represent that there are no such Prior Inventions. If,
      in
      the course of the Relationship, I incorporate into a Company product, process
      or
      machine a Prior Invention owned by me or in which I have an interest, the
      Company is hereby granted and shall have a non-exclusive, royalty-free,
      irrevocable, perpetual, worldwide license (with the right to sublicense) to
      make, have made, copy, modify, make derivative works of, use, sell and otherwise
      distribute such Prior Invention as part of or in connection with such product,
      process or machine.

    


    (b) Assignment
      of Inventions.
      I agree
      that I will promptly make full written disclosure to the Company, will hold
      in
      trust for the sole right and benefit of the Company, and hereby assign to the
      Company, or its designee, all my right, title and interest throughout the world
      in and to any and all inventions, original works of authorship, developments,
      concepts, know-how, improvements or trade secrets, whether or not patentable
      or
      registrable under copyright or similar laws, which I may solely or jointly
      conceive or develop or reduce to practice, or cause to be conceived or developed
      or reduced to practice, during the Relationship (collectively referred to as
      “Inventions”),
      except as provided in Section 5(e) below. I further acknowledge that all
      Inventions which are made by me (solely or jointly with others) within the
      scope
      of and during the Relationship are “works
      made for hire”
(to
      the
      greatest extent permitted by applicable law) and are compensated by my salary,
      unless regulated otherwise by the mandatory law of the state of
      California.


    
      
         

      

      
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    (c) Maintenance
      of Records.
      I agree
      to keep and maintain adequate and current written records of all Inventions
      made
      by me (solely or jointly with others) during the Relationship. The records
      may
      be in the form of notes, sketches, drawings, flow charts, electronic data or
      recordings, laboratory notebooks, and any other format. The records will be
      available to and remain the sole property of the Company at all times. I agree
      not to remove such records from the Company’s place of business except as
      expressly permitted by Company policy which may, from time to time, be revised
      at the sole election of the Company for the purpose of furthering the Company’s
      business. I agree to return all such records (including any copies thereof)
      to
      the Company at the time of termination of the Relationship as provided for
      in
      Section 6.

    


    (d) Patent
      and Copyright Rights.
      I agree
      to assist the Company, or its designee, at its expense, in every proper way
      to
      secure the Company’s, or its designee’s, rights
      in
      the Inventions and any copyrights, patents, trademarks, mask work rights, moral
      rights, or other intellectual property rights relating thereto in any and all
      countries, including the disclosure to the Company or its designee of all
      pertinent information and data with respect thereto, the execution of all
      applications, specifications, oaths, assignments, recordations, and all other
      instruments which the Company or its designee shall deem necessary in order
      to
      apply for, obtain, maintain and transfer such rights, or if not transferable,
      waive such rights, and in order to assign and convey to the Company or its
      designee, and any successors, assigns and nominees the sole and exclusive
      rights, title and interest in and to such Inventions, and any copyrights,
      patents, mask work rights or other intellectual property rights relating
      thereto. I further agree that my obligation to execute or cause to be executed,
      when it is in my power to do so, any such instrument or papers shall continue
      after the termination of this Agreement until the expiration of the last such
      intellectual property right to expire in any country of the world. If the
      Company or its designee is unable because of my mental or physical incapacity
      or
      unavailability or for any other reason to secure my signature to apply for
      or to
      pursue any application for any United States or foreign patents, copyright,
      mask
      works or other registrations covering Inventions or original works of authorship
      assigned to the Company or its designee as above, then I hereby irrevocably
      designate and appoint the Company and
      its
      duly authorized officers and agents as my agent and attorney in fact, to act
      for
      and in my behalf and stead to execute and file any such applications and to
      do
      all other lawfully permitted acts to further the application for, prosecution,
      issuance, maintenance or transfer of letters patent, copyright or other
      registrations thereon with the same legal force and effect as if originally
      executed by me. I hereby waive and irrevocably quitclaim to the Company or
      its
      designee any and all claims, of any nature whatsoever, which I now or hereafter
      have for infringement of any and all proprietary rights assigned to the Company
      or such designee.


    
      
         

      

      
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    (e) Exception
      to Assignments.
      I
      understand that the provisions of this Agreement requiring assignment of
      Inventions to the Company do
      not
      apply to any invention which qualifies fully under the provisions of California
      Labor Code Section 2870 (attached hereto as Exhibit B).
      I will
      advise the Company promptly in writing of any inventions that I believe meet
      such provisions and are not otherwise disclosed on Exhibit A.

    


    6. Company
      Property; Returning Company Documents.
      I
      acknowledge and agree that I have no expectation of privacy with respect to
      the
      Company’s telecommunications, networking or information processing systems
      (including, without limitation, stored company files, e-mail messages and voice
      messages) and that my activity and any files or messages on or using any of
      those systems may be monitored at any time without notice. I further agree
      that
      any property situated on the Company’s premises and owned by the Company,
      including disks and other storage media, filing cabinets or other work areas,
      is
      subject to inspection by Company personnel at any time with or without notice.
      I
      agree that, at the time of termination of the Relationship, I will deliver
      to
      the Company (and will not keep in my possession, recreate or deliver to anyone
      else) any and all devices, records, data, notes, reports, proposals, lists,
      correspondence, specifications, drawings, blueprints, sketches, laboratory
      notebooks, materials, flow charts, equipment, other documents or property,
      or
      reproductions of any of the aforementioned items developed by me pursuant to
      the
      Relationship or otherwise belonging to the Company, its successors or assigns.
      In the event of the termination of the Relationship, I agree to sign and deliver
      the “Termination
      Certification”
      attached hereto as Exhibit C;
      however, my failure to sign and deliver the Termination Certificate shall in
      no
      way diminish my continuing obligations under this Agreement.

    


    7. Notification
      to Other Parties.

    


    (a) Employees.
      In
      the
      event that I leave the employ of the Company, I hereby consent to notification
      by the Company to my new employer about my rights and obligations under this
      Agreement.

    


    (b) Consultants.
      I hereby
      grant consent to notification by the Company to any other parties besides the
      Company with whom I maintain a consulting relationship, including parties with
      whom such relationship commences after the effective date of this Agreement,
      about my rights and obligations under this Agreement.

    


    8. Solicitation
      of Employees, Consultants and Other Parties.
      I agree
      that during the Relationship and for a period of twenty-four (24) months
      immediately following the termination of the Relationship for any reason,
      whether with or without cause, I shall not either directly or indirectly
      solicit, induce, recruit or encourage any of the Company’s employees or
      consultants to terminate their relationship with the Company, or attempt to
      solicit, induce, recruit, encourage or take away employees or consultants of
      the
      Company, either for myself or for any other person or entity. Further, during
      the Relationship and at any time following termination of the Relationship
      for
      any reason, with or without cause, I shall not use any Confidential Information
      of the Company to attempt to negatively influence any of the Company’s clients
      or customers from purchasing Company products or services or to solicit or
      influence or attempt to influence any client, customer or other person either
      directly or indirectly, to direct his or its purchase of products and/or
      services to any person, firm, corporation, institution or other entity in
      competition with the business of the Company.


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    9. Representations
      and Covenants.

    


    (a) Facilitation
      of Agreement.
      I
      agree
      to execute promptly any proper oath or verify any proper document required
      to
      carry out the terms of this Agreement upon the Company’s written request to do
      so.

    


    (b) Conflicts.
      I
      represent that my performance of all the terms of this Agreement does not and
      will not breach any agreement I have entered into, or will enter into with
      any
      third party, including without limitation any agreement to keep in confidence
      proprietary information acquired by me in confidence or in trust prior to
      commencement of my Relationship with the Company. I agree not to enter into
      any
      written or oral agreement that conflicts with the provisions of this
      Agreement.

    


    (c) Voluntary
      Execution.
      I
      certify
      and acknowledge that I have carefully read all of the provisions of this
      Agreement and that I understand and will fully and faithfully comply with such
      provisions.

    


    10. General
      Provisions.

    


    (a) Governing
      Law.
      The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the State of California, without giving effect to
      the
      principles of conflict of laws.

    


    (b) Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding between the Company
      and me relating to the subject matter herein and merges all prior discussions
      between us. No modification or amendment to this Agreement, nor any waiver
      of
      any rights under this Agreement, will be effective unless in writing signed
      by
      both parties. Any subsequent change or changes in my duties, obligations, rights
      or compensation will not affect the validity or scope of this
      Agreement.

    


    (c) Severability.
      If one
      or more of the provisions in this Agreement are deemed void by law, then the
      remaining provisions will continue in full force and effect.

    


    (d) Successors
      and Assigns.
      This
      Agreement will be binding upon my heirs, executors, administrators and other
      legal representatives, and my successors and assigns, and will be for the
      benefit of the Company, its successors, and its assigns.

    


    (e) Survival.
      The
      provisions of this Agreement shall survive the termination of the Relationship
      and the assignment of this Agreement by the Company to any successor in interest
      or other assignee.

    


    (f) Remedies.
      I
      acknowledge and agree that violation of this Agreement by me may cause the
      Company irreparable harm, and therefore agree that the Company will be entitled
      to seek extraordinary relief in court, including but not limited to temporary
      restraining orders, preliminary injunctions and permanent injunctions without
      the necessity of posting a bond or other security and in addition to and without
      prejudice to any other rights or remedies that the Company may have for a breach
      of this Agreement.


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    (g) ADVICE
      OF COUNSEL.
      I
      ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO
      SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD
      ALL
      OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE
      CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION
      HEREOF.

    


    


    


    [Signature
      Page Follows]

    


     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    The
      parties have executed this Agreement on the respective dates set forth
      below:

     

    


    
      	COMPANY: 	 	EMPLOYEE: 
	 	 	 	 
	OSTEOLOGIX, INC. 	 	____________________,
              an
              Individual: 
	 	 	 	 
	 	 	 	 
	By:	 	 	
            
	
              
                

              

            	 	 
              
Signature
	Name:	 	 	 
	
              
                
  

            	 	 	 
	 	 	 
	Title: 	 	 
	
              
                
  

            	 	 
	Date: 	 	Date:  
	
              
                

              

              Address: 

            	 	
              
                

              

              Address:  

            




      

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    EXHIBIT
      A

    


    LIST
      OF PRIOR INVENTIONS

    AND
      ORIGINAL WORKS OF AUTHORSHIP

    EXCLUDED
      UNDER SECTION 5

    


    
      	
               

                      Title        

            	 	
               

                 Date   

            	 	
              Identifying
                Number

              or
                Brief Description

            
	 	 	 	 	 


    

    


    


    


    


    


    


    


    


    


    
 

    
      	___ No inventions or
              improvements 	 	 	 
	 	 	 	 
	___ Additional Sheets
              Attached 	 	 	 
	 	 	 	 
	Signature of
              Employee/Consultant:________________________ 	 	 	 
	 	 	 	 
	Print
              Name of Employee/Consultant:_______________________ 	 	 	 
	
            	 	 	
            
	Date:_______________________________________________	 	 	
            
	 	 	 	 




     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      B

    


    Section
      2870 of the California Labor Code is as follows:

    


    (a) Any
      provision in an employment agreement which provides that an employee shall
      assign, or offer to assign, any of his or her rights in an invention to his
      or
      her employer shall not apply to an invention that the employee developed
      entirely on his or her own time without using the employer’s equipment,
      supplies, facilities, or trade secret information except for those inventions
      that either:

    


    (1)
      Relate at the time of conception or reduction to practice of the invention
      to
      the employer’s business, or actual or demonstrably anticipated research or
      development of the employer; or

    


    (2)
      Result from any work performed by the employee for the employer.

    


    (b) To
      the
      extent a provision in an employment agreement purports to require an employee
      to
      assign an invention otherwise excluded from being required to be assigned under
      subdivision (a), the provision is against the public policy of this state and
      is
      unenforceable.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      C

    


    TERMINATION
      CERTIFICATION

    


    This
      is
      to certify that I do not have in my possession, nor have I failed to return,
      any
      devices, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, laboratory notebooks, flow
      charts, materials, equipment, other documents or property, or copies or
      reproductions of any aforementioned items belonging to Osteologix, Inc., its
      subsidiaries, affiliates, successors or assigns (together the “Company”).

    


    I
      further
      certify that I have complied with all the terms of the Company’s Confidential
      Information and Invention Assignment Agreement signed by me, including the
      reporting of any inventions and original works of authorship (as defined
      therein), conceived or made by me (solely or jointly with others) covered by
      that agreement.

    


    I
      further
      agree that, in compliance with the Confidential Information and Invention
      Assignment Agreement, I will preserve as confidential all trade secrets,
      confidential knowledge, data or other proprietary information relating to
      products, processes, know-how, designs, formulas, developmental or experimental
      work, computer programs, data bases, other original works of authorship,
      customer lists, business plans, financial information or other subject matter
      pertaining to any business of the Company or any of its employees, clients,
      consultants or licensees.

    


    I
      further
      agree that for twenty-four (24) months from the date of this Certificate, I
      shall not either directly or indirectly solicit, induce, recruit or encourage
      any of the Company’s employees or consultants to terminate their relationship
      with the Company, or attempt to solicit, induce, recruit, encourage or take
      away
      employees or consultants of the Company, either for myself or for any other
      person or entity. Further, I shall not at any time use any Confidential
      Information of the Company to negatively influence any of the Company’s clients
      or customers from purchasing Company products or services or to solicit or
      influence or attempt to influence any client, customer or other person either
      directly or indirectly, to direct his or its purchase of products and/or
      services to any person, firm, corporation, institution or other entity in
      competition with the business of the Company.

    


    
      	Date:_____________________________________ 	 	 	 
	 	 	 	 
	
            	 	 	
            
	
            	 	 	
              
(Employee’s
              Signature)
	 	 	 	 
	 	 	 	 
	 	 	 	
              
(Type/Print
              Employee’s Name)  
	 	 	 	 




    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      B

    


    


    


    SEPARATION
      AGREEMENT

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      B

    


    SEPARATION
      AND GENERAL RELEASE AGREEMENT

    


    In
      consideration of the severance benefits offered to me by Osteologix, Inc.,
      a
      Delaware corporation (the “Company”)
      in
      full satisfaction of the Company’s obligations to me under the terms of the
      Employment Agreement dated September 14, 2007 between myself and the Company
      (the “Employment
      Agreement”),
      and
      in connection with the termination of my employment, I agree to the following
      release (this “Release”).
      Capitalized terms not separately defined in this Release are the same as those
      contained in the Employment Agreement.

    


    1. Release
      of Claims from Employee to the Company.
      On
      behalf of myself, my heirs, executors, administrators, successors, and assigns,
      I hereby fully and forever release and discharge the Company, its current,
      former and future parents, subsidiaries, affiliated companies, related entities,
      employee benefit plans, and their fiduciaries, predecessors, successors,
      officers, directors, shareholders, agents, employees and assigns (collectively,
      the “Releasees”)
      from
      any and all claims, causes of action, and liabilities (including attorneys’ fees
      and expenses) up through the date of my execution of this Release. The claims
      subject to this Release include, but are not limited to:

    


    (a) any
      and
      all claims relating to or arising from my employment relationship with the
      Company and/or the termination of that relationship;

    


    (b) any
      and
      all claims relating to, or arising from, any right to purchase, or actual
      purchase of shares of stock of the Company;

    


    (c) any
      and
      all claims for wrongful discharge of employment; breach of con-tract, express
      or
      implied; breach of the implied covenant of good faith and fair dealing;
      negligent or intentional infliction of emotional distress; negligent or
      intentional misrepresentation; negligent or intentional interference with
      contract or prospective economic advantage; negligence; and
      defamation;

    


    (d) any
      and
      all claims for violation of any federal, state or municipal statute, including,
      but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights
      Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans
      with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee
      Retirement Income Security Act of 1974, The Worker Adjustment and Retraining
      Notification Act, Older Workers Benefit Protection Act; the California Fair
      Employment and Housing Act, and Labor Code section 201, et
      seq.
      and
      section 970, et
      seq.;
      and


    


    (e) any
      and
      all claims arising out of any other laws and regulations relating to employment
      or employment discrimination.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    I
      agree
      that this Release set forth above shall be and remain in effect in all respects
      as a complete general release as to the matters released. Notwithstanding the
      foregoing, I understand that nothing in this Release shall prohibit me from
      exercising legal rights that are, as a matter of law, not subject to waiver
      such
      as: (a) my rights under applicable workers’ compensation laws; (b) my right, if
      any, to seek unemployment benefits; and (c) my right to file a charge with
      a
      government agency such as but not limited to the Equal Opportunity Commission
      (EEOC), the National Labor Relations Board, the Department of Labor, the
      California Department of Fair Employment and Housing, or other applicable state
      agency. To the fullest extent permitted by law, any dispute regarding the scope
      of this general release shall be resolved through binding arbitration pursuant
      to Section 5 below.

    


    1A. Release
      of Claims from the Company to Employee.
      For
      good and valuable consideration, including the Release of Claims from the
      Employee to the Company set forth in paragraph 1 above, the Releasees hereby
      generally release Employee and his heirs, executors, successors and assigns
      from
      any and all claims, causes of action, and liabilities (including attorneys’ fees
      and expenses) up through the date of the execution of this Release, including
      all claims relating to Employee’s employment with the Company and events that
      may have occurred during the course of the Employee’s employment with the
      Company. Notwithstanding the foregoing, this paragraph shall not include a
      release or waiver of any claim arising from or relating to any criminal or
      fraudulent conduct by the Employee during the course of Employee’s
      employment.

    


    2. Acknowledgment
      of Waiver of Claims under ADEA.
      I
      further acknowledge that I am waiving and releasing any rights I may have under
      the Age Discrimination in Employment Act of 1967 (“ADEA”)
      as
      amended, including but not limited by the Older Workers’ Benefit Protection Act
      (“OWBPA”),
      with
      the exception of any claim that I may have as to the validity of this Release
      under the ADEA as amended by the OWBPA, and that this waiver and release is
      knowing and voluntary. This waiver and release does not apply to any rights
      or
      claims that may arise under ADEA, as amended by the OWBPA, after the date of
      execution of this Release. I acknowledge that the consideration given for this
      Release is in addition to anything of value to which I was already entitled.
      I
      further acknowledge that I have been advised by this writing that (a) I
      should consult with an attorney prior
      to
      executing this Release; (b) I have at least twenty-one (21) days within
      which to consider this Release; and (c) I have seven (7) days following the
      execution of this Release to revoke it (the “Revocation
      Period”).
      I
      understand communication of any such revocation shall be provided in writing
      to
      the Company and mailed by certified or registered mail with return receipt
      requested and shall be addressed to the Company at its principal corporate
      offices to the attention of its President. This Release shall not be effective
      until the Revocation Period has expired. Nothing in this Release prevents or
      precludes me from challenging or seeking a determination in good faith of the
      validity of this waiver under the ADEA, nor does it impose any condition
      precedent, penalties or costs for doing so, unless specifically authorized
      by
      federal law.

    


    3. Civil
      Code Section 1542.
      I
      further represent that I am not aware of any claim other than the claims that
      are released by this Release, and I further waive any rights under Section
      1542
      of the Civil Code of the State of California or any similar state statute.
      I
      acknowledge that I am familiar with the provisions of California Civil Code
      Section 1542, which provides as follows: “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his or her favor at the time of executing the release,
      which, if known to him or her, must have materially affected his or her
      settlement with the debtor.”
      


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. Covenants.

    


    (a) Resignation
      from Positions.
      I agree
      to resign from all positions I hold with the Company effective as of the date
      of
      termination of my employment with the Company (the “Termination
      Date”).

    


    (b) Return
      of Property; Nondisclosure of Confidential Information.
      As part
      of my existing and continuing obligations to the Company, I have returned to
      the
      Company all Company documents (and all copies thereof) and other Company
      property that I have had in my possession at any time, including but not limited
      to Company files, notes, drawings, records, business plans and forecasts,
      financial information, specification, computer-recorded information, tangible
      property (including, but not limited to, computers, laptops, pagers, etc.),
      credit cards, entry cards, identification badges and keys; and any materials
      of
      any kind which contain or embody any proprietary or confidential information
      of
      the Company (and all reproductions thereof).  

    


    (c) No
      Admission of Liability; Non-Disparagement.
      I
      understand and agree that this Release shall not be construed at any time as
      an
      admission of liability or wrongdoing by either the Company or myself. I agree
      that I will not make any negative or disparaging statements or comments, either
      as fact or as opinion, about the Company, its employees, officers, directors,
      products or services, business, technologies, market position or performance.
      The Company likewise agrees that none of its employees, officers or directors
      will make any negative or disparaging statements or comments, either as fact
      or
      as opinion, about me, including my performance as an officer, director and/or
      employee of the Company. Nothing in this paragraph shall prohibit me or the
      Company from providing truthful information in response to a subpoena or other
      legal process. 

    


    (d) No
      Cooperation on Litigation.
      I agree
      that I will not counsel or assist any attorneys or their clients in the
      presentation or prosecution of any disputes, differences, grievances, claims,
      charges, or complaints by any third party against the Company and/or any
      officer, director, employee, agent, representative, stockholder or attorney
      of
      the Company acting in capacity for the Company, unless under a subpoena or
      other
      court order to do so.

    


    (e) Continued
      Availability.
      If
      requested by the Company, following the Termination Date and the transition
      of
      my responsibilities to a successor, the Company and I will enter into a
      consulting agreement covering a period of six
      (6)
      months
      from the Termination Date. In the consulting agreement I will agree to make
      myself reasonably available, as reasonably requested by the Company, to assist
      with transition matters, the Company’s public filings, or other matters relating
      to projects or events occurring while I was employed by the Company and with
      which I was directly involved. The consulting agreement will not contain
      provisions that could reasonably be expected to interfere with my employment
      at
      another company, provided such employment is on terms that are customary for
      similar positions. 

    


    (f) Compliance
      with Insider Trading Policy.
      I
      acknowledge that I may have continuing compliance obligations following the
      Termination Date under the Company’s insider trading policy. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    5. Arbitration.
      Any
      controversy or any claim arising out of or relating to the interpretation,
      enforceability or breach of this Release shall be settled by binding arbitration
      to be conducted in San Francisco County, California, in accordance with the
      Employment Arbitration Rules and Mediation Procedures of the American
      Arbitration Association; provided, however, that the arbitrator shall allow
      the
      discovery authorized by California Code of Civil Procedure section 1283.05
      or
      any other discovery required by law in arbitration proceedings. To the extent
      that any of the Employment Arbitration Rules and Mediation Procedures or
      anything in this Agreement conflicts with any arbitration procedures required
      by
      applicable law, the arbitration procedures required by applicable law shall
      govern. The arbitrator will apply California law, without reference to rules
      of
      conflicts of law or rules of statutory arbitration, to the resolution of any
      dispute. The Company shall pay the costs of the arbitration proceeding, provided
      however that the Company and I shall, unless otherwise determined by the
      arbitrator, bear my or its own attorneys’ fees and expenses. The arbitration
      decision shall be final, conclusive and binding on me and the Company and any
      arbitration award or decision may be entered in any court having jurisdiction.
      Notwithstanding the foregoing, the Company or I may apply to any court of
      competent jurisdiction for preliminary or interim equitable relief, or to compel
      arbitration in accordance with this Section 5, without breach of the arbitration
      provision. The Company and I also agree that nothing in this Agreement relieves
      either of us from any obligation we may have to exhaust certain administrative
      remedies before arbitrating any claims or disputes under this Agreement. the
      Company and I further agree that the arbitrator shall not be empowered to add
      to, subtract from, or modify, alter or amend the terms of this Release. Any
      applicable arbitration rules or policies shall be interpreted in a manner so
      as
      to ensure their enforceability under applicable state or federal
      law.

     

    6. Entire
      Agreement.
      In
      executing this Release, I acknowledge that I have not relied upon any statement
      made by the Company, or any of its representatives or employees, with regard
      to
      this Release unless the representation is specifically included herein.
      Furthermore, this Release contains our entire understanding regarding
      eligibility for and the payment of severance benefits and supersedes any or
      all
      prior representation and agreement regarding the subject matter of this Release.
      However, this Release does not modify, amend or supersede written Company
      agreements that are consistent with enforceable provisions of this Agreement
      such as the Employment Agreement, the Indemnification Agreement (as defined
      in
      the Employment Agreement), the CIIAs and any stock, stock option and/or stock
      purchase agreements between the Company and me. Once effective and enforceable,
      this agreement can only be changed by another written agreement signed by me
      and
      an authorized representative of the Company.

     

    7. Severability.
      Should
      any provision of this Release be determined by an arbitrator or court of
      competent jurisdiction to be wholly or partially invalid or unenforceable,
      the
      legality, validity and enforceability of the remaining parts, terms, or
      provisions are intended to remain in full force and effect. Specifically, should
      a court, arbitrator, or agency conclude that a particular claim may not be
      released as a matter of law, it is the intention of the parties that the general
      release and the waiver of unknown claims above shall otherwise remain effective
      to release any and all other claims. I acknowledge that I have obtained
      sufficient information to intelligently exercise my own judgment regarding
      the
      terms of this Release before executing this Release.

     

     

     

    [SIGNATURE
      PAGE FOLLOWS]

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EMPLOYEE’S
      ACCEPTANCE OF RELEASE

    


    


    


    BEFORE
      SIGNING MY NAME TO THIS RELEASE, I STATE THE FOLLOWING: I HAVE READ THIS
      RELEASE, I UNDERSTAND IT AND I KNOW THAT I AM GIVING UP IMPORTANT RIGHTS. I
      HAVE
      CONTAINED SUFFICIENT INFORMATION TO INTELLIGENTLY EXERCISE MY OWN JUDGMENT.
      I
      HAVE BEEN ADVISED THAT I SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING IT,
      AND
      I HAVE SIGNED THIS RELEASE KNOWINGLY AND VOLUNTARILY.

    


    
      	 	 	Date
              delivered to employee _____________, __________.  
	 	 	 
	 	 	Executed this ______ day
              of
              _______________, ________. 
	 	 	 
	
            	 	 
	
            	 	 
              
Employee
              Signature
	 	 	 	 
	 	 	 	 
	 	 	
              
Employee
              Name (Please
              Print)  




     

    


    


    


     

     

    


    


    [SIGNATURE
      PAGE TO GENERAL RELEASE AGREEMENT]