CONFIDENTIAL





**CLINICAL
      RESEARCH SERVICES AGREEMENT**





**BETWEEN**





**YM
      BIOSCIENCES, INC.**





**AND**





**PHARM-OLAM
      INTERNATIONAL LTD.**





**YB1002-203Taxotere**




**Clinical
                  Research Services Agreement**22
                  February, 2005




CONFIDENTIAL





TABLE
      OF CONTENTS





RECITALS
            
            41.
            DEFINITIONS
            
            42.
            INTERPRETATION
            
            73
            APPOINTMENT
                & RELATIONSHIP OF PARTIES
            
            74.
            REPRESENTATIONS
                & WARRANTIES
            
            85.
            POI's
                OBLIGATIONS
            
            86.
            YM's
                OBLIGATIONS
            
            107.
            LIMITATION
                OF LIABILITY
            
            108.
            CRO
                COMPENSATION
            
            119.
            AUDIT
            
            1110.
            CLINICAL
                STUDY AGREEMENT NEGOTIATION
            
            1211.
            INSURANCE
            
            1212.
            CONFIDENTIALITY
            
            1313.
            INTELLECTUAL
                PROPERTY
            
            1314.
            ARBITRATION
            
            1415.
            NON-SOLICITATION
                OF STAFF
            
            1416.
            TERM
                & TERMINATION
            
            1417
            CONSEQUENCES
                OF TERMINATION
            
            1618.
            REPETITION
                OF THE STUDY
            
            1719.
            DELAYS
            
            1720.
            GENERAL
                PROVISIONS
            
            1721.
            APPLICABLE
                LAW
            
            19


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                  Research Services Agreement**
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CONFIDENTIAL





SCHEDULE
                1 CONTRACT SERVICES COST SCHEDULESCHEDULE
                2 PAYMENT SCHEDULESCHEDULE
                3 INVESTIGATOR AGREEMENT TEMPLATE




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                  Research Services Agreement**
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CONFIDENTIAL





**AGREEMENT**





This
      Clinical Research Services Agreement (this Agreement) is made and entered into
      effective as of 10 December 2004 (the “Effective Date”), by and between YM
      BIOSCIENCES, INC. (hereafter “YM”), a Canadian corporation, with its principal
      office at 5045 Orbitor Drive, Building 11, Suite 400, Mississauga, Ontario
      L4W
      4Y4, Canada, and PHARM-OLAM INTERNATIONAL Ltd. (hereafter “POI”), a Texas
      limited partnership, with its principal office at 450 N Sam Houston Parkway,
      Suite 250, Houston, TX 77060, United States.




RECITALS





WHEREAS,
      YM develops, manufactures, or sells pharmaceutical products; and





WHEREAS,
      POI is a contract research organization that plans, implements, and manages
      clinical trials; and





WHEREAS,
      YM desires to engage POI to assist YM in planning, implementing, and managing
      a
      clinical trial on the Investigational Product, as hereafter defined; and





WHEREAS,
      POI is willing to accept such engagement on the terms and conditions set forth
      herein;





NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      obligations set forth herein, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are acknowledged, the parties agree as
      follows:





1.
      DEFINITIONS





For
      purposes of this Agreement and the Protocol, each capitalized term shall have
      the meaning ascribed to it in this Agreement. Each capitalized term not defined
      in this Agreement shall have the meaning ascribed to that term in the Protocol.
      In the event of a discrepancy in the meaning ascribed to a term in the body
      of
      this Agreement and the meaning ascribed to that term in the Protocol, the
      definition utilized in the body of this Agreement shall control.





1.1
“Case
      Report Form” or “CRF” means the record of pertinent information collected on
      each subject who participates in the Study;





1.2
      “Clinical Laboratory Agreement” means the Agreement between POI and the clinical
      laboratory or laboratories that will provide clinical laboratory services for
      the Study.





1.3
      “Clinical Research Associate” or “CRA” means the person assigned by POI to
      monitor one or more Study sites.


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                  Research Services Agreement**
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1.4
      “Clinical Trial Agreement” means the agreement between POI and an Investigator
      that details the respective rights and obligations of both parties in relation
      to the Study;





1.5
      “Clinical Trial Materials” means the Investigational Product, competitor
      substances, the Protocol, the investigational drug brochure, informed consent
      form, guidelines for use of the Investigational Product, and all other materials
      provided by YM to conduct the Study.





1.6
      “Closeout Services” means those services described in Section 17 to be performed
      by POI upon termination of this Agreement, or as generally accepted as
      GCP.





1.7
      “Confidential Information” means any information, whether written or oral,
      including all notes, studies, customer lists, forms, business or management
      methods, marketing data, fee schedules, or trade secrets of any member of the
      POI Group or of YM, as appropriate, disclosed or otherwise made available to
      one
      party by the other party pursuant to this Agreement. Confidential Information
      shall also include the terms and provisions of this Agreement and any
      transaction or documents executed by the parties pursuant to this Agreement.
      In
      addition, Confidential Information shall include any data, including clinical
      study data, or information developed or generated in the course of performance
      of this Agreement. Publication of the fact that YM and POI have entered into
      a
      clinical research service agreement, without disclosing the terms and provisions
      of this Agreement, shall not be construed as unauthorized disclosure of
      Confidential Information.





Confidential
      Information does not include any information that (i) is or becomes generally
      available to and known by the public, other than as a result of an unauthorized
      disclosure directly or indirectly by the receiving party or its affiliates,
      advisors, or representatives; (ii) is or becomes available to the receiving
      party on a non-confidential basis from a source other than the furnishing party
      or its affiliates, advisors, or representatives, provided that such source
      is
      not and was not bound by a confidentiality agreement with or other obligation
      of
      secrecy to the furnishing party of which the receiving party has knowledge
      at
      the time of such disclosure; or (iii) has already been or is hereafter
      independently developed by the receiving party by persons not having access
      to
      the Confidential Information of the furnishing party.





1.8
“Data
      Safety Monitoring Board” means the group of individuals appointed to monitor
      safety issues relating to the Study.





1.9
“CRO
      Compensation” means the compensation to be paid by YM to POI as set out in
      Schedules 1 and 2.





1.10
      “Effective Date” means the effective date of this Agreement as set forth in the
      initial paragraph of this Agreement.





1.11
      “Food and Drug Administration” or “FDA” means the United States government
      agency responsible for ensuring compliance with the Food, Drug, and Cosmetics
      Act of 1938.





1.12
      “Force Majeure Event” means an event beyond the reasonable control of the
      relevant party including, but not limited to, acts of God, a public enemy,
      or a
      civil or military authority; fires or other catastrophes; strikes, lockouts,
      or
      other industrial action taken by the employees of any party or any third party;
      delays in transportation; riots; or invasions, wars, or threats of
      war.


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                  Research Services Agreement**
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CONFIDENTIAL





1.13
      “Good Clinical Practice” (GCP) means the clinical standards established by the
      FDA and counterpart agencies of each country in which the Study will take place,
      designed to regulate the activities of YM’s investigators, monitors, and
      Institutional Review Boards involved in clinical drug testing.





1.14
      “Institutional Review Board/Ethics Committee” or “IRB/EC” means the independent
      group of professionals designated to ensure that the Study is safe and effective
      for human participation and that the Study adheres to the regulations issued
      by
      the FDA and any other applicable country-specific laws, regulations or
      guidelines.





1.15
      “Investigational
      New Drug Application” or “IND” means the petition filed by YM with the FDA
      requesting the FDA to allow human testing on the Investigational
      Product.





1.16
      “Investigational Product” means the product (drug, device, or biologic)
      described in the Protocol that will be evaluated in this Study.





1.17
      “Investigator” means an individual who actually conducts a clinical
      investigation, i.e., under whose immediate direction the Investigational Product
      is administered or dispensed to, or used involving a subject, or, in the event
      of an investigation conducted by a team of individuals, is the responsible
      leader of that team.





1.18
“POI
      Group” means the following persons and entities, as constituted at the date of
      this Agreement or subsequently: (i) POI; and (ii) any person or entity that
      directly, or indirectly through one or more intermediaries, controls, is
      controlled by, or is under common control with POI.





1.19
      “POI's Obligations” means the obligations of POI under this
      Agreement.





1.20
      “Project Manager” means the manager assigned by POI to be the primary contact
      person between POI and YM during the Study.





1.21
      “Protocol” means the plan that describes the objectives, study design, and
      methodology of the Study entitled, ***“A Pharmacokinetic Interaction
      and Safety and EfficacyPhase II, Open label Study Evaluating Docetaxel plus
      Tesmilifene (YMB1002) in Patients with Metastatic Breast Cancer Suitable for
      Treatment with Docetaxel”,***and any approved amendments thereto,
      which is herein incorporated by reference and numbered YMB
      1002-203.





1.22
      “Regulatory Requirements” means those laws, regulations, and professional and
      ethical standards and guidelines then in effect in the countries in which the
      Study is conducted that apply to the Investigational Product or clinical trials
      in general.





1.23
      “Related
      Products” means any product (drug, device, or biologic), other than the
      Investigational Product, administered or utilized as part of this
      Study.





1.24
      “Serious Adverse Event” shall take the meaning given this term in the
      Protocol.


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                  Research Services Agreement**
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1.25
      “Services” means the services to be furnished by POI in connection with the
      Study as set out in this Agreement including the schedules.





1.26
      “Standard Operating Procedures” or “SOP’s” means internal procedures for the
      management of a clinical trial designed to ensure that the trial is carried
      out
      in a consistent, controlled, and effective manner.





1.27
      “Study” means the clinical trial of the Investigational Product, the details of
      which are set out in the Protocol.





1.28
      “Study Documents” means the documents produced by POI in connection with
      the
      Study that are necessary for the production of the final study
      report.





1.29
      “Term” means the duration of this Agreement as set out in Section
      16.





1.30
      “YM’s Obligations” means the obligations of YM under this
      Agreement.





2.
      INTERPRETATION





2.1
      Words
      of any gender used in this Agreement shall be held and construed to include
      any
      other gender, and words in the singular number shall be held to include the
      plural, and the plural to include the singular, unless the context requires
      otherwise.





2.2
      The
      headings of the sections of this Agreement are inserted for convenience only
      and
      in no way define, limit, or prescribe the intent of this Agreement.





2.3
      Unless otherwise specified, references in this Agreement to Sections and
      Schedules are to the sections of, and schedules to, this Agreement. All
      Schedules are deemed to be incorporated into, and form part of, this Agreement,
      and the term “Agreement” shall be construed accordingly.





2.4
      Unless otherwise specified, any reference to a statute, rule, or regulation
      shall be to that statute, rule, or regulation as amended from time to
      time.





2.5
      If
      the terms of this Agreement, including the Schedules, and the Protocol should
      conflict, the terms of this Agreement shall control.





3
      APPOINTMENT AND RELATIONSHIP OF PARTIES





3.1
      YM
      hereby engages the services of POI, and POI accepts such engagement, under
      the
      terms and conditions contained in this Agreement.





3.2
      During the Term, POI shall at all times be the independent contractor of YM,
      and
      nothing in this Agreement is intended, nor shall be construed, to create between
      YM and POI the relationship of principal and agent, employer and employee,
      partnership, or joint venture, and the parties shall not represent themselves
      otherwise.


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                  Research Services Agreement**
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3.3
      YM
      shall be liable for its own debts, obligations, acts or omissions, including
      but
      not limited to the payment of all required compensation, withholding, social
      security and other taxes or benefits for YM’s
      employees. Likewise, POI shall be liable for its own debts, obligations, acts
      or
      omissions, including but not limited to the payment of all required
      compensation, withholding, social security and other taxes or benefits for
      the
      Investigators and POI’s employees.





3.4
      If
      the Internal Revenue Service or any other government authority shall, at any
      time, question or challenge the independent contractor status of POI, upon
      receipt by either party of notice from the Internal Revenue Service or any
      other
      governmental authority, the receiving party shall promptly notify the other
      party and afford the other party the opportunity to participate in any
      discussion or negotiation with the Internal Revenue Service or other government
      authority, regardless as to who initiates such discussions or
      negotiations.





4.
      REPRESENTATIONS AND WARRANTIES





4.1
      POI
      warrants to YM that (i) it has the authority to enter into this Agreement;
      and
      (ii) all consents and approvals required for the Study, have been, or will
      be
      obtained prior to initiation of the Study, with the exception of regulatory
      approval by Health Canada and the United States Food and Drug Administration,
      which will be obtained by YM.





4.2
      POI
      warrants and represents that it has not been and is not currently an individual,
      corporation, partnership, association or entity that has been debarred by the
      FDA pursuant to United States regulation 21 U.S.C. §335a (a) or (b) (“Debarred
      Person”). POI further warrants and represents that no Debarred Person has
      performed or rendered, or will perform or render, any services or assistance
      relating to activities taken pursuant to this Agreement. POI further warrants
      and represents that it has not been excluded from participation in any Federal
      health care program as defined in United States Regulation 42 U.S.C 1320a-7b(f)
      (“Excluded Person”). POI further warrants and represents that no Excluded Person
      has performed or rendered, or will perform or render, any services or assistance
      relating to activities taken pursuant to this Agreement.





4.3
      YM
      warrants to POI that it has the authority to enter into this
      Agreement.





5.
      POI’S
      OBLIGATIONS





In
      addition to POI's Obligations set forth in the Schedules, the Protocol and
      elsewhere in this Agreement, POI shall have the following
      obligations:





5.1
      Before commencement of the Study, POI shall assign to the Study a Project
      Manager and sufficient personnel, including CRAs, with suitable experience
      and
      training to fulfill POI’s obligations under this Agreement. Any change in the
      Project Manager thereafter must be reasonably acceptable to YM. YM may request
      that POI remove any personnel, including the Project Manager whom YM deems,
      in
      its sole discretion, to be unfit or otherwise unsatisfactory. POI shall promptly
      replace any such personnel with personnel with the necessary skills and
      experience to fulfill POI’s Obligations under this agreement.





5.2
      POI
      shall apply to the Study systems of quality control designed to ensure that
      the
      generation of data, and the recording and reporting of data is in compliance
      with the Regulatory Requirements, Good Clinical Practice, the Protocol, and
      this
      Agreement, in that order.


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5.3
      POI
      shall use its best efforts to perform the Services within the time frames
      specified in the Schedules.





5.4
      POI
      shall be responsible for all the legal and regulatory requirements, including
      applicable guidelines, in all countries in which the Study will be conducted,
      with the exception of (i) regulatory approval by Health Canada and the United
      States Food and Drug Administration to conduct the Study, which will be obtained
      by YM, and (ii) adverse event reporting to Health Canada and the United States
      Food and Drug Administration which will be done by YM. Such responsibilities
      of
      POI shall include, but are not limited to, the procurement and maintenance
      of
      all consents, approvals, licenses, and operating certificates required to
      conduct the Study in the applicable country, including translations, and the
      approval of the Protocol and the informed consent forms by an IRB/EC. POI shall
      also develop, comply with, and require its agents, employees and contractors
      to
      comply with, policies and procedures designed to assure, at all times, that
      such
      consents, approvals, licenses, and operating certificates remain in effect
      throughout the Term. POI shall ensure that any institutions and investigational
      teams retained to participate in the Study have the necessary staff and other
      resources to carry out the Study in accordance with the timelines required
      by
      YM. POI further agrees to ensure that any institutions and investigational
      teams
      retained to participate in the Study have the expertise and experience, and
      the
      necessary licenses, required to perform the Study efficiently and that such
      Study shall be performed with care and skill and to the best of their ability
      commensurate with such skill and experience and adhering at all times to
      applicable laws.





5.5
      POI
      shall retain all material Study Documents and CRFs until this Agreement has
      terminated and all Closeout Services have been performed. All Study Documents
      and CRFs will be forwarded to YM after the Study is completed or upon
      termination of this Agreement. YM shall be permitted full access to such Study
      Documents and CRFs at any time upon written request to POI.





5.6
      YM
      shall have the right to visit and co-monitor a Study site or inspect and audit
      any of the Study Documents and CRFs maintained by POI. All such visits and
      inspections must be conducted during normal working hours on regular business
      days, unless otherwise agreed. POI shall arrange access to the Study site as
      soon as reasonably practicable following notification by YM.





5.7
      POI
      will provide YM with written status reports in accordance with POI’s
      SOPs.





5.8
      POI
      shall notify YM after becoming aware of a Serious Adverse Event in accordance
      with the procedure set out in Schedule 4.





5.9
      POI
      shall indemnify and save harmless YM, its officers, agents, and employees from
      all third party suits, actions, losses, damages, claims, or liability of any
      character, types, or description, including without limiting the generality
      of
      the foregoing, all expenses of litigation, court costs, and reasonable
      attorney’s fees arising from (i) injury or death to any person, or injury to
      property, received or sustained by any person or persons or property, arising
      out of, or occasioned by POI (or its agents or employees), in connection with
      its execution or performance of services under this Agreement; (ii) any
      negligent wrongful act or omission, reckless conduct or willful misconduct
      of
      POI, its employees, agents, directors and officers; or (iii) any deviation
      by POI from the terms of the Protocol or this Agreement or requirements or
      restrictions imposed by an IRB/EC. The Investigators are not and shall not
      be
      deemed the agents of POI for purposes of this Section 5.9. YM will notify POI
      of
      any claim or suit which may be subject to the provisions of this Section 5.9
      as
      soon as reasonably practicable after receiving notice of the claim. POI shall
      have the sole right to control and settle any such claim or suits, and YM shall
      make all reasonable efforts to cooperate (at POI’s expense) as requested by POI
      in handling any such claim or suit.


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                  Research Services Agreement**
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6.
      YM’S
      OBLIGATIONS





In
      addition to YM’s
      Obligations set forth in the Schedules and elsewhere in this Agreement, YM
      shall
      have the following obligations:





6.1
      YM
      shall provide POI, at no expense to POI (i) with all information and
      documentation reasonably necessary for POI to perform its duties hereunder,
      including but not limited to, all Clinical Trial Materials; and (ii) with all
      advice, guidance, and assistance reasonably requested by POI to fulfill its
      duties under this Agreement, including the schedules, and the
      Protocol.





6.2
      YM
      shall be responsible for (i) obtaining regulatory approval from Health Canada
      and from the United States Food and Drug Administration to conduct the Study
      in
      Canada and in the United States, if necessary; and (ii) reporting adverse events
      to Health Canada and to the United States Food and Drug Administration in
      conformance with the legal and regulatory requirements.





6.3
      YM
      shall indemnify and save harmless POI, its officers, agents, and employees
      from
      all third party suits, actions, losses, damages, claims, or liability of any
      character, types, or description, including without limiting the generality
      of
      the foregoing, all expenses of litigation, court costs, and reasonable
      attorneys’ fees for injury or death to any person, or injury to property
      (collectively, “Claims”), received or sustained by any person or persons or
      property, arising out of, or occasioned by the Investigational Product or the
      acts or omissions of YM (or its agents or employees), in connection with the
      Study or their execution or performance of this Agreement except to the extent
      that such Claims arise from or are caused (i) by POI’s (its agents or employees)
      execution or performance of services under this Agreement; (ii) any negligent
      wrongful act or omission, reckless conduct or willful misconduct of POI, its
      employees, agents, directors and officers; or (iii) any deviation by POI from
      the terms of the Protocol or this Agreement or requirements or restrictions
      imposed by an IRB/EC. POI will notify YM of any claim or suit which may be
      subject to the provisions of this Section 6.2 as soon as reasonably practicable
      after receiving notice of the claim. YM shall have the sole right to control
      and
      settle any such claims or suits, and POI shall make all reasonable efforts
      to
      cooperate (at YM’s expense) as requested by YM in handling any such claim or
      suit.





7.
      LIMITATION OF LIABILITY





NOTWITHSTANDING
      THE ABOVE, NEITHER PARTY, NOR THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE
      DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR ANY
      SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
      LIMITED TO THE LOSS OF OPPORTUNITY, OR LOSS OF REVENUE OR PROFIT.


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8.
      CRO
      COMPENSATION





8.1
      YM
      shall pay POI the amounts set forth in Schedules 1 and 2 for all services
      provided and expenses incurred by POI pursuant to this Agreement, according
      to
      the payment schedule set forth in Schedule 2. Amounts due are calculated in
      British Pound Sterling or £ or BPS and are converted to US Dollars at the time
      of invoicing or payment. All payments to be made in USD or $.





8.2
      POI
      shall submit invoices to YM upon the completion of each payment milestone event
      set forth in Schedule 2. YM shall make full payment of such sums by wire or
      in
      cleared funds to such bank account in the United States as POI may reasonably
      specify from time to time, upon receipt of invoice (“Due Date”), without any
      deduction, set off or withholding except any tax, duties or governmental charges
      which YM is required by law to deduct or withhold. Any amounts which remain
      unpaid for thirty (30) days or more after the Due Date shall bear interest
      at
      the rate equal to 10% per annum. Interest shall be computed on the basis of
      a
      365 or 366-day year, as the case may be. If any amounts remain unpaid for sixty
      (60) days or more after the Due Date, POI shall have the right to discontinue
      all work and services under this Agreement until such amounts are paid in
      full.





8.3
      If YM
      is required by law to make any tax deduction or withholding, YM shall provide
      reasonable assistance as requested by POI to assist POI to claim exemption
      from,
      or if that is not possible a credit for, the deduction or withholding under
      any
      applicable double taxation or similar agreement. YM shall also supply POI from
      time to time with proper evidence as to the deduction or withholding and payment
      over of the tax deducted or withheld.





8.4
      YM
      shall reimburse POI for all reasonable expenses incurred by POI in its
      performance of the Services, including but not limited to, travel expenses
      incurred by POI in connection with initiation visits, monitoring visits, and
      closeout visits and in connection with attendance at Project Meetings and
      Investigators’ Meetings. YM shall also reimburse POI for all couriers, shipping,
      regulatory fees, customs, supplies, related drugs, outside or contracted
      services, including Investigator payments or grants, and other similar expenses
      incurred by POI in its performance of its duties under this Agreement.
      Notwithstanding the foregoing, YM shall not be responsible for any costs
      described in this Section 8.4 that exceed the amounts budgeted for such expenses
      in Schedule 1, without prior written approval being obtained from YM. Any
      amounts approved by YM in excess of those specified in Schedule 1, shall be
      separately invoiced to YM and YM shall pay these invoices according to the
      terms
      of Paragraph 8.2.





9.
      AUDIT





9.1
      POI
      shall maintain and shall cause to be maintained, complete and accurate books
      of
      account containing all particulars that may be necessary for the purpose of
      calculating any fees, expenses or other costs (collectively, the “Service
      Costs”) relating to the Services and any deliverables as set out in Schedule 1.
      Such books of record shall be kept at its principal place of
      business.





9.2
      Upon
      the written request of YM, POI shall permit YM or its third party independent
      auditors to have access during normal business hours, upon ten (10) days’ notice
      to POI, to such records, including working papers and supporting documents,
      of
      POI, its independent contractors and agents as may be reasonably necessary
      to
      verify the accuracy of the Service Costs.


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9.3
      If
      any audit reveals any overpayment of Service Costs, POI shall forthwith pay
      the
      amount of the overpayment to YM; provided however, that, in the event that
      POI
      shall not be in agreement with the amount of the overpayment, such matter shall
      be resolved pursuant to the provisions of Section 14 herein.





9.4
      If
      any audit reveals any underpayment of Service Costs, YM shall forthwith pay
      the
      amount of the underpayment to POI, provided however, that, in the event that
      YM
      shall not be in agreement with the amount of the overpayment, such matter shall
      be resolved pursuant to the provisions of Section 14 herein.





9.5
      Both
      parties shall treat all financial information subject to review under this
      Section 9 in accordance with the confidentiality provisions of this
      Agreement.





9.6
      The
      costs of conducting any audit hereunder shall be borne by YM unless the audit
      reveals an overpayment of Services Costs of greater than 5%. Any such audit
      fees
      not to exceed £15,000 (BPS British Pound Sterlings).





10.
      CLINICAL STUDY AGREEMENT NEGOTIATION





Where
      possible, POI will endeavor to use the Clinical Study Agreement template
      attached at Schedule 3 to this Agreement when entering into agreements with
      any
      investigational teams or sites engaged for the purpose of conducting a clinical
      trial on the Investigational Product. POI shall not make any modification to
      the
      Clinical Study Agreement template attached at Schedule 3 or enter into any
      clinical study agreement using such modified form of agreement without YM’s
      prior written approval. In any case, POI shall not enter into any agreement
      with
      any investigational teams or sites engaged for the purpose of conducting a
      clinical trial on the Investigational Product, without YM’s approval of the form
      and content of the agreement.





11.
      INSURANCE





11.1
      YM
      and POI shall each maintain, at its sole cost and expense, insurance coverage
      with a reputable insurer (which shall be either occurrence based or claims
      made
      coverage) in an amount usual and customary for companies engaged in activities
      as contemplated by this Agreement. All such insurance shall be in place before
      the first patient is enrolled in the Study. Each shall designate the other
      party
      as an additional named insured on all such policies, and an endorsement shall
      be
      made on each such policy prohibiting the insurer from canceling the policy
      for
      any reason or substantially modifying its terms without first giving the other
      party at least twenty-eight (28) days written notice of its intention to do
      so.





If
      either
      party maintains a claims-made policy and this Agreement expires or terminates
      for any reason, then that party shall either continue to maintain the same
      or
      higher coverage with the same insurance carrier for a period of four (4) years
      thereafter; or shall purchase “Tail Coverage” effective until the fourth (4th)
      anniversary date of the expiration or termination of this Agreement or obtain
      and maintain “Prior Acts” coverage equivalent in time and coverage as the “Tail
      Coverage” described herein.


**Clinical
                  Research Services Agreement**
              **Page
                  12 of 19**22
                  February, 2005
  
  CONFIDENTIAL





11.2
      Upon
      request by either party, the other party shall provide evidence of that party’s
      compliance with this Section.





12.
      CONFIDENTIALITY





12.1
      Except as specified in the following Section 12.2, each of the parties agrees
      (i) that it shall not disclose any Confidential Information of the other party
      to other persons without the express written authorization of the other party;
      (ii) that such Confidential Information shall not be used in any way detrimental
      to the other party or for any purpose not related to the performance of the
      Services or the Study; and (iii) that the parties will keep such Confidential
      Information confidential and will ensure that its affiliates and advisors who
      have access to such Confidential Information comply with these non-disclosure
      obligations.





12.2
      Notwithstanding the foregoing, the parties may disclose Confidential Information
      to (i) those of its representatives, including, but not limited to the other
      party’s legal, financial and accounting advisors, who need to know Confidential
      Information for the purpose of conducting this Study, it being understood and
      agreed by the parties that such representatives will be informed of the
      confidential nature of the Confidential Information, will agree to be bound
      by
      this Section 12, and will be directed by the respective party not to disclose
      to
      any other person any Confidential Information; and (ii) the FDA, an IRB/IEC,
      or
      comparable governmental or professional body with jurisdiction over the Study
      provided such disclosure is requested by the respective governmental or
      professional body or is required in order to satisfy Section 5.4.





12.3
      In
      the event that either party determines that it is required by law to disclose
      the other party’s Confidential Information, or such disclosure is in response to
      a subpoena or a similar legal process, such disclosure shall be permitted
      provided that the other party required to make such disclosure promptly notifies
      the other party and assists the other party in obtaining a protective order
      or
      other appropriate remedy.





13.
      INTELLECTUAL PROPERTY





13.1
      POI
      acknowledges and agrees that any and all intellectual property rights
      (including, but not limited to, inventions, discoveries, improvements and
      know-how, whether patentable or not) that may arise or be conceived during,
      or
      are related to, the Study , including without limitation all data generated
      in
      the course of the Study, completed Case Report Forms and all Clinical Trial
      Materials (hereinafter the “Intellectual Property”) shall belong solely to YM.
      POI shall cooperate with YM, and shall use its best efforts to ensure that
      any
      institutions and investigational teams which participate in the Study, including
      their employees and agents, cooperate with YM, in obtaining assignments or
      other
      documents required to transfer to YM all Intellectual Property. In addition,
      POI
      shall use its best efforts to ensure that any institutions and investigational
      teams which participate in the Study, including their employees and agents,
      cooperate with YM, at YM’s sole expense, in preparing patent applications
      relating to the Intellectual Property, where required.





13.2
      The
      Parties agree that POI has no rights to publish or present, at any time, the
      data generated in the course of the Study.


**Clinical
                Research Services Agreement**
            **Page
                13 of 19**22
                February, 2005





CONFIDENTIAL





13.3
      YM
      acknowledges that, as between POI and YM, any and all intellectual property
      rights in works authored by POI before the Effective Date of this Agreement
      and
      works authored by POI independent of the Study shall belong to POI.





14.
      ARBITRATION





All
      disputes, disagreements, controversies, questions or claims arising out of
      or
      relating to this Agreement and all other agreements entered into pursuant to
      the
      terms of this Agreement, including, without limitation, with respect to their
      formation, execution, validity, application, interpretation, performance,
      breach, termination or enforcement (“Disputes”) shall be determined by
      arbitration under the *International Commercial Arbitration Act*(Ontario) (the “International Act”), provided that:





14.1
      any
      hearing in the course of the arbitration shall be held in Toronto,
      Ontario;





14.2
      the
      number of arbitrators shall be one;





14.3
      any
      award or determination of the arbitrator shall be final and binding on the
      parties and there shall be no appeal on any ground, including, for greater
      certainty, on the ground of alleged errors of law. For greater certainty,
      Article 34 of the International Act shall apply to an arbitration under this
      section 14;





14.4
      despite Article 26 of the International Act, the arbitrator shall not, without
      the written consent of all parties to the arbitration, retain any
      expert;





14.5
      an
      arbitrator may apportion the costs of the arbitration, including the reasonable
      fees and disbursements of the parties, between or among the parties in such
      manner as the arbitrator considers reasonable, provided that an arbitrator
      shall
      not award costs on a distributive basis;





14.6
      all
      awards for the payment of money shall include prejudgment and postjudgment
      interest in accordance with sections 127 to 130 of the *Courts of Justice
      Act* (Ontario) with necessary modifications; and





14.7
      all
      matters in relation to the arbitration shall be kept confidential to the full
      extent permitted
      by law, and no individual shall be appointed as an arbitrator unless he or
      she
      agrees in writing to be bound by this dispute resolution provision.





15.
      NON-SOLICITATION OF STAFF





During
      the term of this Agreement and for a period of twelve months following its
      termination or expiration, YM shall not directly or indirectly (i) solicit
      or
      entice any employee or contractor of POI with whom it comes into contact as
      a
      result of participation in the Study, to become employees of YM or any other
      person or entity; or (ii) approach any such employee or contractor for such
      purpose or authorize or approve the taking of such action by any other
      person.





16.
      TERM
      AND TERMINATION





16.1
      This
      Agreement shall commence on the Effective Date and, unless terminated pursuant
      to this Section 16, shall continue until such time as the Services and Closeout
      Services have been completed. This Agreement does not cover any services
      required for long-term patient follow up. The parties shall endeavour to enter
      into a separate agreement for such services.


**Clinical
                  Research Services Agreement**
              **Page
                  14 of 19**22
                  February, 2005
  
  CONFIDENTIAL





16.2
      This
      Agreement may be terminated upon the mutual, written consent of both parties.
      This Agreement may also be terminated by YM without cause upon thirty (30)
      days
      prior written notice to the other party.





16.3
      Either party may immediately terminate this Agreement for cause, upon written
      notice to the other party stating the date of termination, pursuant to the
      following:





16.3.1
      *Termination by POI.* POI may terminate this Agreement for cause upon the
      occurrence of any of the following events:





(i)
      YM
      fails to maintain the insurance coverage required by Section 11.1;





(ii)
      The
      FDA, IRB/EC, or any regulatory authority with jurisdiction over the Study
      suspends or revokes any consent, approval, license, or operating certificate
      required to conduct the Study;





(iii)
      YM
      breaches any material provision of this Agreement, other than those specifically
      referenced in this Section 16.3.1, and fails to remedy that breach within 30
      days after receiving notice of such breach; or





(iv)
      YM
      files a petition for the appointment of a receiver in liquidation or a trustee
      with respect to itself or any of its property; or any person other than YM
      files
      a petition for the appointment of a receiver in liquidation or a trustee with
      respect to YM in bankruptcy, insolvency, or reorganization, compromise,
      adjustment or other relief relating to the relief of debtors, and such
      involuntary petition is not vacated or set aside or stayed within 60 days from
      YM’s receiving notice of such petition.





16.3.2
      *Termination by YM*: YM may terminate this Agreement for cause upon the
      occurrence of any of the following events:





(i)
      The
      FDA, IRB/EC, or any regulatory authority with jurisdiction over the Study
      suspends or revokes any consent, approval, license, or operating certificate
      required to conduct the Study;





(ii}
      The
      occurrence of a Serious Adverse Event which causes the study to be terminated
      due to safety concerns by the Data Safety Management Board;





(iii)
      If
      POI enters into a Clinical Trial Agreement with an Investigator relating to
      the
      Study, and the Investigator or any member of the Investigator’s staff fails to
      possess all qualifications, training, and licenses necessary to perform the
      duties and obligations of that individual under that agreement or fails in
      any
      material manner to abide by the provisions of the Regulatory Requirements or
      this Agreement; provided, however, that POI may cure any such deficiency by
      removing forthwith the affected individual from providing services under this
      Agreement;


**Clinical
                  Research Services Agreement**
              **Page
                  15 of 19**22
                  February, 2005







CONFIDENTIAL





(iv)
      POI
      breaches any material provision of this Agreement, other than those specifically
      referred to in this Section 16.3.2, and fails to remedy that breach within
      30
      days after receiving notice of such breach;





(v)
      POI
      files a petition for the appointment of a receiver in liquidation or a trustee
      with respect to itself or any of its property; any entity POI controls makes
      a
      -voluntary assignment for the benefit of creditors or files a petition in
      bankruptcy or insolvency or for reorganization, compromise, adjustment, or
      other
      relief; or if any person other than POI files a petition for the appointment
      of
      a receiver in liquidation or a trustee with respect to POI or any entity it
      controls in bankruptcy, insolvency, or reorganization, compromise, adjustment
      or
      other relief relating to the relief of debtors, and such involuntary petition
      is
      not vacated or set aside or stayed within 60 days from POI’s receiving notice of
      the petition; or





(vi)
      POI
      is unable to perform its obligations under this Agreement due to a Force Majeure
      Event for a period greater than thirty (30) days.





16.4
      In
      the event of any change or reinterpretation of a Regulatory Requirement, the
      adoption of any new law or regulation, or the initiation of an enforcement
      action with response to laws, regulations, or guidelines applicable to this
      Agreement, any of which shall affect the legality of this Agreement, the parties
      agree to negotiate in good faith to amend this Agreement to comply with the
      offended law or regulation. If the parties do not agree to such amendment within
      30 days prior to the effective date of the offended law or regulation (or such
      earlier time as may be required to comply), then either party may terminate
      this
      Agreement immediately by giving written notice to such effect to the other
      party.





17.
      CONSEQUENCES OF TERMINATION





17.1
      Upon
      termination of this Agreement, POI shall immediately provide to YM complete
      and
      up-to-date written records accounting for the full amount of Investigational
      Product dispensed, and the amount of unused Investigational Product remaining
      in
      the possession of POI, or the investigational teams or sites participating
      in
      the Study. POI shall, and shall ensure that the investigational teams or sites
      participating in the Study, return without delay any unused quantities of the
      Investigational Product, including samples, unless YM requests that such
      Investigational Product be destroyed, in which case POI shall arrange for such
      destruction and provide appropriate proof to YM that such destruction has
      occurred.





17.2
      The
      termination of this Agreement for any reason shall not affect any right or
      remedy existing hereunder prior to the effective date of
      termination.





17.3
      Upon
      early termination of this Agreement pursuant to Sections 16.2, 16.3, or 16.4,
      YM
      shall continue to pay POI the amounts set forth in Schedules 1 and 2 for all
      services actually provided and expenses actually incurred by POI prior to the
      date of termination of this Agreement. Without limiting the foregoing, upon
      termination of this Agreement, YM shall, in addition to all CRO Compensation
      then due, compensate POI, as specified in Schedules 1 and 2, for all Closeout
      Services required to terminate and closeout the Study, including but not limited
      to, any activities necessary to satisfy the requirements of any governmental,
      regulatory, or professional authority with jurisdiction over the Study. Further,
      upon termination of this Agreement by YM prior to the completion of the Study
      pursuant to Section 16.2, YM shall pay POI a termination fee that shall equal
      10% of the remaining unbilled compensation, if any, pursuant to Section 8.1
      and
      Schedules 1 and 2 as of the date of termination. This termination fee shall
      be
      paid, in part, to compensate POI for having to reassign its personnel and incur
      out-of-pocket expenses not covered by Section 8.1 and Schedules 1 and
      2.





**Page
      16 of 19**





**Clinical
      Research Services Agreement**


22
      February, 2005








17.4
      In
      the event that, at the date of termination of this Agreement, the amount already
      paid by YM to POI exceeds the total of: (1) the cost for services actually
      provided by POI up to the date of termination, (2) expenses actually incurred
      by
      POI up to the date of termination, (3) the cost for the Closeout Services;
      and
      (4) the termination fee according to Section 17.3, if applicable, then the
      excess amount shall be immediately refunded to YM.





17.5
      In
      no event shall the amount payable to POI by YM pursuant to this Agreement exceed
      the maximum amounts specified in Schedule 1 or 2, without the prior written
      agreement of the Parties.





18.
      REPETITION OF THE STUDY





In
      the
      event of a material error by POI as agreed to by POI in the performance of
      the
      Services, POI shall repeat the applicable Services upon YM’s request at no
      additional expense to YM.





19.
      DELAYS





19.1
      YM
      may, in its sole discretion, require POI to delay or suspend Services. If (a)
      YM
      requests such a delay due to no fault of POI; and (b) YM requests that POI
      staff
      continue to be assigned to the project during the period of such delay or
      suspension; the parties shall negotiate in good faith a monthly maintenance
      fee
      payable by YM during the period that Services are suspended and staff continue
      to be assigned. While the monthly maintenance fee is being paid, payments due
      as
      outlined in Schedules 1 and 2 shall continue to be payable. Such delay shall
      last no longer than six (6) months, after which time POI shall have the right
      to
      terminate this Agreement.





20.
      GENERAL PROVISIONS





20.1
      This
      Agreement sets forth the entire agreement and understanding among the parties
      as
      to the matters contained therein, and merges and supersedes any prior
      discussions, agreements, and understanding of every kind and nature relating
      thereto.





20.2
      Any
      amendment of or modification to this Agreement shall become effective only
      if it
      is in writing and executed by the parties.





20.3
      This
      Agreement shall be binding upon, and inure to the benefit of, the parties and
      their respective legal representatives, trustees, receivers, successors and
      permitted assigns.





20.4
      Except as otherwise specified in this Agreement or otherwise agreed to by the
      parties in writing, all notices, requests, demands, and other communications
      provided for in this Agreement shall be in writing in English and shall be
      deemed to have been given at the time when personally delivered, or mailed
      by
      registered or certified mail, return receipt requested, to the address of the
      other party stated below or to such other address as any such party may have
      fixed by notice, provided, however, that any notice of change of address shall
      be effective only upon receipt by addressee.





**Page
      17 of 19**





**Clinical
      Research Services Agreement**


22
      February, 2005





CONFIDENTIAL





All
      notices to YM shall be addressed to:





David
      G.P. Allan


President
      and CEO


YM
      BioSciences Inc.


5045
      Orbitor Drive


Building
      11, Suite 400


Mississauga,
      Ontario L4W4Y4 Canada





If
      notices or communications by telephone or facsimile are specifically authorized
      in this Agreement or otherwise agreed to by the parties in writing, calls to
      YM
      shall be placed and facsimiles to YM shall be sent to the following
      numbers:


Phone:
      (905) 629-9761


Fax:
      (905) 629-4959





All
      notices to POI shall be addressed to:





John
      Hovre


Executive
      Vice President


Pharm-Olam
      International Ltd.


450
      N Sam
      Houston Parkway, Suite 250,


Houston,
      TX 77060


United
      States




If
      notices or communications by telephone or facsimile are specifically authorized
      in this Agreement or otherwise agreed to by the parties in writing, calls to
      POI
      shall be placed and facsimiles to POI shall be sent to the following
      numbers:


Phone:
      (713) 463-8075,


Fax:
      (713) 463-8281





The
      parties shall give notice to each other of any change of their address or
      telephone, facsimile, or similar number at the earliest possible
      opportunity.





20.5
      All
      agreements of the parties, as well as any rights or benefits accruing to them,
      pertaining to a period of time following the termination or expiration of this
      Agreement or any of its provisions, including but not limited to Paragraph
      5.9,
      6.3, and Sections 7 through 15, and 17, shall survive such termination or
      expiration hereof and shall not be merged.





20.6
      The
      waiver by any party of breach or default by any other party shall not operate
      as
      a waiver of a continuing or subsequent breach or default of the same or a
      different nature or kind.





20.7
      If
      any provision of this Agreement or the application of any such provision to
      any
      person or circumstance is held invalid, the remainder of this Agreement and
      the
      application of such provision to other persons or circumstances shall not be
      affected unless the invalid provision substantially impairs the benefits of
      the
      remaining provisions of this Agreement.





**Page
      18 of 19**





**Clinical
      Research Services Agreement**


22
      February, 2005





CONFIDENTIAL





20.8
      No
      party may assign this Agreement or its rights and duties hereunder, without
      the
      prior written consent of the other party, except that YM may assign this
      Agreement to a purchaser or acquirer of substantially all of the business to
      which this Agreement relates.





20.9
      The
      provisions of this Agreement shall be self-executing and shall not require
      further agreement by the parties except as may otherwise be specifically
      provided in this Agreement; provided, however, that, at the request of a party,
      the other party shall execute such additional instruments and perform such
      additional acts as may be reasonably necessary to effectuate this
      Agreement.





20.10
      This Agreement may be executed in counterpart originals, with each counterpart
      to be deemed an original, but all counterparts together shall constitute a
      single instrument.





20.11
      In
      the event that performance by a party of any of its obligations under the terms
      of this Agreement shall be interrupted or delayed by a Force Majeure Event,
      that
      party shall be excused from such performance for the same amount of time as
      such
      occurrence shall have lasted or such period of time as is reasonably necessary
      after such occurrence abates for the effects thereof to have
      dissipated.





21.
      APPLICABLE LAW





This
      Agreement shall be governed by and be construed under the laws of Ontario,
      Canada without giving effect to its choice-of-law rules, and exclusive venue
      of
      any action or other proceeding that may be brought or arise out of, in
      connection with, or by reason of this Agreement shall be in Ontario,
      Canada.





IN
      WITNESS WHEREOF, this Agreement is executed by the parties hereto and is
      effective as of the day and year first above written.





***YM
                BIOSCIENCES, INC.:***By:
            /s/
                David G.P. Allan
            
            Date:
                8/12/05David
                G.P. Allan, its President and CEO***PHARM-OLAM
                INTERNATIONAL LTD.:***By:
            /s/
                  John Hovre
            
            Date:
                2/22/05John
                Hovre, Executive Vice-President





**Page
      19 of 19**





**Clinical
      Research Services Agreement**


22
      February, 2005








*MASTER*
            *Schedule
                3*





**INVESTIGATOR
      AGREEMENT**





**This
      Agreement is entered into as of the date on the signature page, between
      Pharm-Olam International, Ltd., YM BioSciences Inc. and undersigned
      parties:**





**Pharm-Olam
                International, Ltd**
            
            **Name
                of Investigator**Investigator:**450
                N Sam Houston Parkway, Ste 250**Address:
            **Houston,
                TX**
            Institution:
            **Name
                of clinic/hospital****77060
                USA**Address:**Clinic
                address**Tel
                No:
            **(713)
                463-8075**
            Tel
                No:
            **(  
                )**Fax
                No:
            **(713)
                463-8281**
            Fax
                No:
            **(  
                )****YM
                BioSciences Inc.****David
                G.P. Allan, President & CEO**Address:
            **5045
                Orbitor Drive****Building
                11, Suite 400****Mississauga,
                Ontario****Canada****L4W
                4Y4**Tel
                No:
            **905.629.9761**Fax
                No:
            **905.629.4959**





Pharm-Olam
      International, Ltd. (hereafter referred to as “**POI**”) and YM
      BioSciences Inc. (hereafter referred to as “**YM**”) desire
**PHYSICIAN NAME** (hereafter referred to as “the investigator”) to
      conduct the following clinical trial: ‘A Pharmacokinetic Interaction Phase I,
      Open Label, Single Centre Study Evaluating the Plasma Pharmacokinetics of
      Taxotere Alone and in Combination with YMB1002 in Patients with Advanced
      Metastatic Breast Cancer or Other Advanced Cancer Suitable for Treatment with
      Taxotere’ sponsored by **YM**. **POI** is a contract
      research organization retained by **YM** for this
      study.





The
      study
      is planned to start in **JANUARY 2005** all patients should be
      enrolled by **MARCH 2005**. These dates are based on the current
      time-frame specified by **YM**.





**The
      investigator agrees to the following:**





**1.
      Scope of work**





The
      study
      will be performed and directed by the investigator and his/her co-workers,
      under
      his/her immediate supervision, according to the final, signed protocol and
      this
      agreement. The investigator possesses the required skill, experience and
      knowledge, staff and access to patients, to conduct the study. The investigator
      shall: 1) provide an acceptable facility throughout the clinical trial: 2)
      maintain adequate and confidential records of patients identification, clinical
      observations, laboratory tests, study drug receipts and disposition: 3) complete
      Case Report Forms (CRFs): and 4) deliver all unused drug supplies, all CRFs,
      Serious Adverse Event reports and any other study related information to
**POI**, **YM** or regulatory agencies, as requested
      and in a timely manner.





*Date
                of template: 21 December 2004*
            *Page
                1 of 6*
            *Date
                of Agreement:*








*MASTER*
            *Schedule
                3*





The
      investigator shall conduct the study to conform with local law and regulations,
      institutional regulations, and according to the Declaration of Helsinki (2000
      Edinburgh Scotland amendment) and applying consistently Principles of Good
      Clinical Practice (GCP) as required by the ICH-CPMP Guidelines
      (1996).





The
      investigator will not concurrently conduct any study that may conflict with
      or
      negatively impact upon the goals of this study.





The
      investigator represents and warrants that he and the staff which will be
      involved in this study have the necessary licenses and qualifications to conduct
      the study.





**2.
      Regulatory responsibilities**





The
      investigator will obtain a signed Letter of Approval for the study and for
      the
      Informed Consent Form from the appropriate Independent Ethics Committee prior
      (IEC) to the study start and provide **POI** with a copy of the
      approval documentation. The investigator will also provide a list of the
      Committee members at the time when approval was given and their
      titles/occupation/positions. The investigator will provide **POI**
      with the copy of any direct correspondence with Ethics Committee and/or
      Regulatory Bodies concerning the review and approval of study documentation.
      The
      investigator shall ensure that written informed consent is obtained from each
      patient prior to enrolment in the study. In order to support continuous review
      of the study by the IEC, the investigator will periodically update the committee
      on trial progress, including patient recruitment, safety issues, new
      information, etc. In addition, the investigator will submit for review by the
      IEC any amendments to the study documentation, which may impact upon patient
      rights, safety and/or well-being.





**3.
      Clinical data**





All
      information entered into the Case Report Forms should reflect the patient’s true
      condition. The investigator shall review all CRFs and check the data against
      all
      pertinent information in the patients clinical records for accuracy and
      completeness of information, legibility of entries, correct any erroneous data,
      record use of concomitant drugs, report adverse events, concurrent illnesses
      and
      document reasons for any missing visits or examinations.





All
      study
      related data and information will be the property of **YM** and may
      be freely utilized by **YM**.





**4.
      Adverse experiences**





The
      investigator agrees to notify **POI and/or YM** within a maximum of
      24 hours (whenever possible immediately by telephone or fax) of any serious
      (fatal, life threatening, requiring or prolonging hospitalisation, resulting
      in
      persistent or significant disability, representing a significant hazard, a
      congenital anomaly, or other medically important condition) and/or unexpected
      adverse events. An SAE form with all available information should be submitted
      within 24 hours to **YM** and **POI**. Details should
      be also noted on the appropriate form in the CRF, followed up and investigated
      further when necessary. All events should be followed-up until resolution and
      any new information should be promptly submitted to **YM** and
**POI** on a follow-up SAE form. The investigator
      should also
      notify the local Ethics Committee, within the time frame specified by the Ethics
      Committee.





**5.
      Monitoring and data verification**





According
      to ICH-GCP guidelines, data entered on to the CRF have to be monitored and
      verified against source documents for completeness, accuracy and consistency.
      For complying with these regulations the **POI** study monitor will
      require access to CRFs, patients clinical notes and other relevant patient
      information. The investigator agrees to allow direct access to hospital records,
      etc., for the purpose of Source Document Verification (SDV) by the
**POI** study monitor. The investigator also agrees to provide any
      missing information in the CRFs, correct any data errors and **complete
      hospital records, for 100% consistency** with data entered into the CRFs.
      Hospital records should be completed before CRFs.





*Date
                of template: 21 December 2004*
            *Page
                2 of 6*
            *Date
                of Agreement:*








*MASTER*
            *Schedule
                3*





**6.
      Audit and inspection**





The
      investigator will permit access to the facilities and provide patient data
      and
      all study related information for the purpose of the Quality Assurance audit
      by
**POI or YM** personnel (or their delegates) or to Regulatory
      Authorities representatives for the purpose of inspection within usual working
      hours.





**7.
      Retention of the documents**





The
      investigator agrees to retain all study related documentation in secure, fire
      retardant storage, for at least 2 years after the last approval of a marketing
      application (and there are no pending or contemplated applications), or at
      least
      2 years after clinical development of the medication has been terminated. If
      local regulations require a longer period of retention, then these will take
      precedence. **YM** will inform the investigator when retention of
      trial documents is no longer required.





**8.
      Confidentiality**





The
      investigator agrees that he/she and all his/her co-workers involved, will treat
      all information related to the study as confidential to **YM**.
      Such information will be kept in confidence and not used except in connection
      with the study and will not be disclosed, without prior written consent of
      **YM**, to any third party other than those who have a need for
      such information in conjunction with the approval or conduct of the study.
      The
      information will remain confidential for 10 years following study
      completion.





**9.
      Publications**





All
      clinical studies carried out by **YM** will be published wherever
      possible. Any proposed publication or presentation by the investigator is
      subject to the written approval by **YM** in advance. A copy of the
      proposed publication will be sent to **YM** at least 30 days before
      the intended date of submission/presentation for **YM** reference
      and comment. The investigator agrees to comply with any amendments deletions
      or
      comments made by **YM** , including delay or non-publication of the
      article, if requested. **YM** will be included as co-author of any
      publication or presentation. The obligations described in this Section 9 shall
      survive the expiration or earlier termination of this Agreement.





**10.
      Amendments and Addenda**





This
      agreement should not be amended or modified except in writing signed by
**POI**.





**11.
      Invention**





**YM**
      shall solely own all intellectual property (including but not limited to,
      patentable and non-patentable inventions, discoveries, improvements and
      know-how) made or conceived in the course of or as a result of the study. The
      Investigator is obliged to disclose any inventions or discoveries as a result
      of
      the study to **YM**. The Investigator hereby assigns and agrees to
      assign to **YM** all right, title and interest in any such
      intellectual property and agrees to cooperate with **YM**, at
**YM**’s expense, in preparing, filing and executing
      patent
      applications and any and all other documents to secure **YM**’s
      intellectual property rights and to obtain, maintain, and enforce all worldwide
      rights in any such intellectual property. Investigator shall promptly turn
      over
      to **YM** any and all records relating to all such intellectual
      property and shall cause his/her co-workers and staff involved in the study
      to
      comply with the terms and conditions of this Section 11. The obligations
      described in this Section 11 shall survive the expiration or earlier termination
      of this Agreement.





*Date
                of template: 21 December 2004*
            *Page
                3 of 6*
            *Date
                of Agreement:*








*MASTER*
            *Schedule
                3*





**12.
      Termination**





**YM**
      reserves the right to terminate the study prematurely for reasonable causes
      at a
      single centre or the entire study for all centers at any time, which effectively
      would also terminate their contract with **POI**. If this situation
      should arise, **POI** reserves the right to terminate this
      Investigator’s agreement. In this event, payments will be made on pro-rata
      basis, for work done prior to termination of the agreement. The Investigator
      may
      also terminate this agreement by giving **POI** 30 days notice if
      he/she is no longer able to perform the study only for reasons beyond his/her
      control. **POI** may terminate this agreement if the investigator
      fails to comply with their obligations, responsibilities and the terms and
      conditions of this Agreement and the Protocol.





If
      this
      study is terminated prematurely, the investigator agrees to furnish to POI
      all
      CRFs completed and/or partially completed up to the date of termination of
      the
      study, as well as all other study related materials including, but not limited
      to study drug.





**POI**
      reserves the right to instruct the Investigator not to enroll any patients
      into
      the study, in which case payments will be made according to the payment
      structure in section 14 for time already spent on the study.





**POI**
      also reserves the right to instruct the investigator to enroll fewer patients
      than the number agreed at the time of the signature of this Investigator’s
      agreement, in which eventually the payment due to the Investigator will be
      made
      on a pro-rata basis.





**13.
      Liability and indemnification**





The
      investigator acknowledges that he is acting as an independent contractor and
      not
      as an employee of **POI**.





**YM**
      shall indemnify the investigator in accordance with the letter of
      indemnification. **YM** shall have no indemnification, obligation
      or liability and the investigator shall indemnify, defend and hold
**YM** and **POI** and their employees and contractors
      harmless against any loss, claim, demand, costs and expenses, or damage
      resulting from:





a.
            Failure
                of the investigator or his co-workers to adhere to the protocol or
                agreed
                amendments or written recommendations and instructions relative to
                the
                administration of the study drug.


b.
            Failure
                of investigator or his co-workers to comply with local law or regulations
                applicable to the performance of its obligations under this
                agreement.


c.
            Negligent
                act or omission or willful
                misconduct.





**14.
      Payments**





**POI**
      will pay **$**[*] for each **completed and evaluable**
      patient. An evaluable patient is defined as follows:





**a.
      patients fulfill all selection criteria**


**b.
      there are no protocol violations**


**c.
      all examinations are conducted according to the study
      schedule**


**d.
      CRFs are completed accurately and only in English**





Up
      to
**30** eligible patients **will be DOSED** in the
      study by the study site.





*Date
                of template: 21 December 2004*
            *Page
                4 of 6*
            *Date
                of Agreement:*








*MASTER*
            *Schedule
                3*





**POI
      AND YM** will pay
      according to the schedule below:





**VISIT
                NO**
            
            **AMOUNT US$**BASELINE
            
            
            [*]COURSE
                1
            
            
            [*]ICU
                Unit day for PK sampling (9-10 samples/24h)
            
            
            [*]Day
                2 PK sampling
            
            
            [*]Day
                3 PK sampling
            
            
            [*]COURSE
                2
            
            
            [*]ICU
                Unit day for PK sampling (9-10 samples/24h)
            
            
            [*]Day
                2 PK sampling
            
            
            [*]Day
                3 PK sampling
            
            
            [*]COURSE
                3
            
            
            [*]COURSE
                4
            
            
            [*]COURSE
                5
            
            
            [*]COURSE
                6
            
            
            [*]COURSE
                7
            
            
            [*]FUp
                Day l6O
            
            
            [*]FUp
                Day 190
            
            
            [*]**TOTAL**
            
            
            [*]





For
      patients who withdraw/are withdrawn from the study, every effort should be
      made
      to ensure the patient is assessed at the time of withdrawal and a final
      termination visit is performed. The investigator will be responsible for the
      payment of any local taxation (if applicable).





Payments
      will be made quarterly according to monitored visits.





**Study
      Products:**


All
      study
      products (DPPE, taxotere, doxorubicin, epirubicin, cyclophosphamide) will be
      provided or fully reimbursed by the sponsor.





**Diagnostics:**


Study-specific
      diagnostics will be reimbursed to the investigator site upon receipt of
      quarterly invoices for the following procedures and conditions:


·
            The
                diagnostics tests/procedures were required by the protocol,
                and


·
            Are
                not routinely included in the standard of care assessments for non-study
                patients at this site, and


·
            Are
                not covered by the subject’s health insurance or other health benefits
                payments to the site, and


·
            Do
                not exceed the below maximum amounts per
                procedure.





**Maximum
                Reimbursement for Diagnostics**
            
            **US$**CT
                Scan or Abdominal US
            
            $
            [*]Bone
                scan
            
            $
            [*]MUGA
                scan
            
            $
            [*]





**15.
      Counterparts**




This
      Agreement may be signed by facsimile and in counterparts and each of such
      counterparts will constitute an original document and such counterparts, taken
      together, will constitute one and the same document.





*Date
                of template: 21 December 2004*
            *Page
                5 of 6*
            *Date
                of Agreement:*










*MASTER*
            *Schedule
                3*





To
      demonstrate the full agreement with this document the investigator should sign
      below and write **his/her initials in the right hand bottom corner of each
      page,** then return the signed copy to **POI**. The original
      should be retained for the investigator’s record





**The
                Investigator**
            
            **An
                authorised signatory of**
              **Pharm-Olam
                International, Ltd**Name:
            
            
            Name:Signature:
            
            
            Signature:Date:
            
            
            Date:**An
                authorised signatory of**
              **YM
                BioSciences Inc.**Name:SignatureDate:





**17.
      Payment procedures:**


—
              transfer
                  to specified bank account—
              other
                  (please specify or discuss with **POI**
                  monitor)




Bank:Address
                of the Bank:Account
                No:





*Date
                of template: 21 December 2004*
            *Page
                6 of 6*
            *Date
                of Agreement:*







SCHEDULE
      2





**Pharm-Olam
      International**


**Payment
      Schedule**


**Study:
      Taxotere PK YMB Study YB1002-203**


**Number
      of Patients: 30 Randomised**


**Countries: [*]
      ([*] sites)**


**Date:
      25th January 2005**





Total
        Contracted Services


**£**[*]
            ****
            **$**[*]1
                [*]% due now
            
            
            [*]
            
            
            [*]2
                Monthly Jan 05
            
            
            [*]
            
            
            [*]3
                Monthly Feb 05
            
            
            [*]
            
            
            [*]4
                Monthly Mar 05
            
            
            [*]
            
            
            [*]5
                Monthly Apr 05
            
            
            [*]
            
            
            [*]6
                Monthly May 05
            
            
            [*]
            
            
            [*]7
                Monthly Jun 05
            
            
            [*]
            
            
            [*]8
                Final Payment: To be
                paid when YM Bioscience, Inc. recieves the final report and all
                appropriate documents.
            
            
            [*]
            
            
            [*]Total
                Payments
            
            
            [*]
            
            
            [*]





Page
                1 of 1
            CONFIDENTIAL









SCHEDULE
      1





**Pharm-Olam
      International**


**Clinical
      Services Cost**


**Study:
      Taxotere PK YMB Study YB1002-203**


**Number
      of Patients: 30 Randomised**


**Countries:
      [*] ([*] sites)**


**Date:
      25th January 2005**


[*]


Page
                1 of 6
            CONFIDENTIAL







SCHEDULE
        1
  [*]
 Page
                  2 of 6
              CONFIDENTIAL
  
  SCHEDULE
        1
 [*]
 Subject
        to exchange rate fluctuations and marked to British Pound.
 
 Page
                  3 of 6
              CONFIDENTIAL




SCHEDULE
      1





**Pharm-Olam
      International**


**Pass
      Through Costs**


**Study:
      Taxotere PK YMB Study YB1002-203**


**Number
      of Patients: 30 Randomised**


**Countries:** **[*]
      ([*] sites)**


**Date:
      25th January 2005**




[*]


Page 4
                  of 6
              CONFIDENTIAL








SCHEDULE
      1




**Pharm-Olam
      International**


**Translation
      Times**


**Study:
      Taxotere PK YMB Study YB1002-203**


**Number
      of Patients: 30 Randomised**


**Countries: [*]
      ([*] sites)**


**Date:
      25th January 2005**





**Note:
      This is an assumption and depends on the final number of pages to be
      translated**





**Document**
            
            **Assumptions**
            
            **Number
                of Hours**Patient
                information sheet
            
            8
                hours per countryConsent
                form
            
            4
                hours per countryDrug
                labels
            
            NA
                (assume not needed)
            
            NAEC
                aspproval letter
            
            4
                hours per siteImport
                licence and regulatory approval letter
            
            8
                hours per countryInsurance
                certificate
            
            4
                hours per countryHospital/Investigator
                Contract
            
            8
                hours per site**Total**
            
            
            
            **0**





N.B.
      These translation times are an estimate, a more accurate costing can be provided
      after a review of the full study documentation. If you require local language
      correspondence ( e.g. to/from Regulatory Authorities, EC’s and investigators) to
      be translated this will be charged at £75 per page.


Page 5
                  of 6
              CONFIDENTIAL





SCHEDULE
      1





**Pharm-Olam
      International**


**Timelines**


**Study:
      Taxotere PK YMB Study YB1002-203**


**Number
      of Patients: 30 Randomised**


**Countries:
      [*] ([*] sites)**


**Date:
      25th January 2005**





Start
                Date
            December
                1, 2004First
                patient in (FPI)
            February
                1, 2005Last
                patient in (LPI)
            May
                31, 2005Last
                patient out
            October
                30, 2005Close
                out
            December
                31, 2005


Page 6
                  of 6
              CONFIDENTIAL