**YM
      BIOSCIENCES INC.**


**AMENDED
      AND RESTATED STOCK OPTION PLAN**


**(amended
      November 28, 2007)**




**1.**   **PURPOSE
      OF THE PLAN**





The
      purpose of the Plan is to attract, retain and motivate persons of training,
      experience and leadership as key service providers to the Corporation and its
      Subsidiaries, including their directors, officers and employees, and to advance
      the interests of the Corporation by providing such persons with the opportunity,
      through share options, to acquire an increased proprietary interest in the
      Corporation.





**2.**   **DEFINED
      TERMS**





Where
      used herein, the following terms shall have the following meanings,
      respectively:








**“AIM”** means
      the Alternative Investment Market of the London Stock Exchange;





“ **AMEX** ”
means
      the American Stock and Options Exchange;





“ **Black-out
      Period** ”
means
      the period during which the Corporation has imposed trading restrictions on
      its
      Insiders and certain other persons pursuant to its insider trading and
      disclosure policies;





**“Board”** means
      the Board of Directors of the Corporation or, if established and duly authorized
      to act, the Executive Committee of the Board of Directors of the
      Corporation;





“ **Committee** ”
shall
      have the meaning attributed thereto in Section 3.1 hereof;





**“Corporation”** means YM
      Biosciences Inc. and includes any successor corporation thereof;





“ **Eligible
      Person”** Means:





(i)
            any
                Insider, director, officer or employee of the Corporation or any
                Subsidiary, or any other Service Provider (an**“Eligible
                Individual”**);
                or




(ii)
            a
                corporation controlled by an Eligible Individual, the issued and
                outstanding voting shares of which are, and will continue to be,
                beneficially owned, directly or indirectly, by such Eligible Individual
                and/or the spouse, children and/or grandchildren of such Eligible
                Individual (an**“Employee
                Corporation”**);





**“Insider”** means
      any insider, as such term is defined in Subsection 1(1) of the *Securities
      Act* (Ontario), of the Corporation, other than a person who falls within that
      definition solely by virtue of being a director or senior officer of a
      Subsidiary, and includes any associate, as such term is defined in Subsection
      1(1) of the *Securities
      Act* (Ontario), of any such insider;




**“Market
      Place”** at
      any
      date in respect of the Shares means the closing sale price of such Shares on
      the
      TSX (or, if such Shares are not then listed and posted for trading on the TSX,
      then on the AMEX, or if such Shares are not so listed on the AMEX, then on
      the
      AIM, or if such Shares are not so listed on the AIM, then on the recognized
      stock exchange on which such Shares are listed on which the greatest volume
      of
      them were traded during the period referenced below or, if such Shares are
      not
      so listed on any recognized stock exchange, then on the over-the-counter market
      on which they are traded as selected for such purpose by the Committee) on
      the
      trading day immediately preceding such date. In the event that such Shares
      did
      not trade on such trading day, the Market Place shall be the average of the
      bid
      and ask prices in respect of such Shares at the close of trading on such trading
      day;





“ **Option”** means
      an
      option to purchase Shares granted to an Eligible Person under the
      Plan;





**“Option
      Price”** means
      the price per Share at which Shares may be purchased under an Option, as the
      same may be adjusted from time to time in accordance with Article 8
      hereof;





**“Optioned
      Shares”** means
      the Shares issuable pursuant to an exercise of Options;





**“Optionee”** means
      an
      Eligible Person to whom an Option has been granted and who continues to hold
      such Option;





**“Plan”** means
      this Amended and Restated Stock Option Plan, as the same may be further amended
      or varied from time to time;





**“Service
      Provider”** means
      any
      person or company engaged as an independent contractor or otherwise to provide
      ongoing management or consulting services for the Corporation or for any entity
      controlled by the Corporation;





**“Shares”** means
      the Common Shares of the Corporation or, in the event of an adjustment
      contemplated by Article 8 hereof, such other shares or securities to which
      an
      Optionee may be entitled upon the exercise of an Option as a result of such
      adjustment;





**“Subsidiary”** means
      any corporation which is a subsidiary, as such term is defined in Subsection
      1(2) of the *Business
      Corporations Act* (Ontario), of the Corporation; and





**“TSX”** means
      the
      Toronto Stock Exchange.





**3.**   **ADMINISTRATION
      OF THE PLAN**





The
      Plan
      shall be administered by the compensation committee (the **“Committee”)** of the
      Board.





The
      Committee shall have the power, where consistent with the general purpose and
      intent of the Plan and subject to the specific provisions of the
      Plan:





(a)
            to
                establish policies and to adopt rules and regulations for carrying
                out the
                purposes, provisions and administration of the
                Plan;




(b)
            to
                interpret and construe the Plan and to determine all questions arising
                out
                of the Plan or any Option, and any such interpretation, construction
                or
                determination made by the Committee shall be final, binding and conclusive
                for all purposes;





(c)
            to
                determine the number of Shares covered by each
                Option;





(d)
            to
                determine the Option Price of each
                Option;





(e)
            to
                determine the time or times when Options will be granted and
                exercisable;





(f)
            to
                determine if the Shares which are issuable on the exercise of an
                Option
                will be subject to any restrictions upon the exercise of such Option;
                and





(g)
            to
                prescribe the form of the instruments relating to the grant, exercise
                and
                other terms of Options.





Subject
      as hereinafter provided in this Section 3.3, no member of the Committee shall,
      during the currency of his or her membership on the Committee, be entitled
      to
      participate in the Plan. A member of the Committee may be entitled to
      participate in the Plan only if an Option is granted, and the terms and
      provisions thereof determined, by the Board without such member of the Committee
      participating in any many whatsoever in the granting of an Option to, or the
      determinations made with respect to, such member of the Committee or to such
      Option; and the Board shall, with respect to such member of the Committee,
      be
      vested with all power and authority otherwise granted to the Committee pursuant
      to the Plan and the term “Committee” as used herein shall mean the Board for
      such purposes.


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The
      Committee may, in its discretion, require as conditions to the grant or exercise
      of any Option that the Optionee shall have:





(a)
            represented,
                warranted and agreed in form and substance satisfactory to the Corporation
                that he or she is acquiring and will acquire such Option and the
                Shares to
                be issued upon the exercise thereof or, as the case may be, is acquiring
                such Shares, for his or her own account, for investment and not with
                a
                view to or in connection with any distribution, that he or she has
                had
                access to such information as is necessary to enable him or her to
                evaluate the merits and risks of such investment and that he or she
                is
                able to bear the economic risk of holding such Shares for an indefinite
                period;




(b)
            agreed
                to restrictions on transfer in form and substance satisfactory to
                the
                Corporation and to an endorsement on any option agreement on certificate
                representing the Shares making appropriate reference to such restrictions;
                and





(c)
            agreed
                to indemnify the Corporation in connection with the
                foregoing.





Any
      Option granted under the Plan shall be subject to the requirement that, if
      at
      any time counsel to the Corporation shall determine that the listing,
      registration or qualification of the Shares subject to such Option upon any
      securities exchange or under any law or regulation of any jurisdiction, or
      the
      consent or approval of any securities exchange or any governmental or regulatory
      body, is necessary as a condition of, or in connection with, the grant or
      exercise of such Option or the issuance or purchase of Shares thereunder, such
      Option may not be accepted or exercised in whole or in part unless such listing,
      registration, qualification, consent or approval shall have been effected or
      obtained on conditions acceptable to the Committee. Nothing herein shall be
      deemed to require the Corporation to apply for or to obtain such listing,
      registration, qualification, consent or approval.





**4.**  **SHARES
      SUBJECT TO THE PLAN**





Subject
      to adjustment as provided in Article 8 hereof, the Shares to be offered under
      the Plan shall consist of the Corporation’s authorized but unissued common
      shares. The aggregate number of Shares issuable upon the exercise of all options
      granted under the Plan shall not exceed 15% of the issued and outstanding shares
      of the Corporation as at the date of grant of each Option under the Plan. If
      any
      Option granted hereunder shall expire or terminate for any reason in accordance
      with the terms of the Plan without being exercised, the un-purchased shares
      subject thereto shall again be available for the purpose of this
      Plan.





**5.**  **ELIGIBILITY;
      GRANT; TERMS OF OPTIONS**




Options
      may be granted to any Eligible Person in accordance with Section 5.2
      hereof.




Options
      may be granted by the Corporation pursuant to the recommendations of the
      Committee from time to time provided and to the extent that such decisions
      are
      approved by the Board.





Subject
      as herein and otherwise specifically provided in this Article 5, the number
      of
      Shares subject to each Option, the Option Price of each Option, the expiration
      date of each Option, the extent to which each Option is exercisable from time
      to
      time during the term of the Option and other terms and conditions relating
      to
      each such Option shall be determined by the Committee.





Notwithstanding
      the expiration date applicable to any Option, if an Option would otherwise
      expire during or immediately after a Black-out Period, then the expiration
      date
      of such Option shall be the tenth business day following the expiration of
      the
      Black-out Period, provided that in no event shall the period during which said
      Option is exercisable be extended beyond 10 years from the date such Option
      is
      granted to the Optionee.





In
      the
      event that no specific determination is made by the Committee with respect
      to
      any of the following matters, each Option shall, subject to any other specific
      provisions of the Plan, contain the following terms and
      conditions:


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(a)
            the
                period during which an Option shall be exercisable shall be 10 years
                from
                the date the Option is granted to the Optionee; and




(b)
            the
                Optionee may exercise the Option for not more than 20% of the Shares
                covered by the Option during each 12 month period following the first
                anniversary of the date of the grant of the Option; provided, however,
                that if the number of Shares purchased pursuant to exercises of the
                Option
                during any such 12 month period is less than 20% of the Shares covered
                by
                the Option, the Optionee shall have the right, at any time or from
                time to
                time during the remainder of the term of the Option, to purchase
                such
                number of Shares subject to the Option which were purchasable, but
                not
                purchased by him or her, during such 12 month
                period.





Subject
      to any adjustments pursuant to the provisions of Article 8 hereof, the Option
      Price of any Option shall be in no circumstances be lower than the Market Price
      on the date of which the grant of the Option is approved by the Committee.
      Notwithstanding the foregoing, in the event that the Shares are not listed
      on
      any stock exchange on the date on which the grant of an Option is approved
      by
      the Committee, the Option Price for such Option shall be determined by the
      Committee. If, as and when any Shares have been duly purchased and paid for
      under the terms of an Option, such Shares shall be conclusively deemed allotted
      and issued as fully paid non-assessable Shares at the price paid
      therefor.




No
      Options shall be granted to any Optionee if the total number of Shares issuable
      to such Optionee under this Plan, together with any Shares reserved for issuance
      to such Optionee under options for services or any other stock option plans,
      would exceed 5% of the issued and outstanding Shares.





An
      Option
      is personal to the Optionee and non-assignable (whether by operation of law
      or
      otherwise), except as provided for herein. Upon any attempt to transfer, assign,
      pledge, hypothecate or otherwise dispose of an Option contrary to the provisions
      of the Plan, or upon the levy of any attachment or similar process upon an
      Option, the Option shall, at the election of the Corporation, cease and
      terminate and be of no further force or effect whatsoever.





No
      Options shall be granted to an Optionee if such grant could result, at any
      time,
      in:





(a)
            the
                number of Shares reserved for issuance pursuant to Options or other
                stock
                options granted to Insiders exceeding 10% of the issued and outstanding
                Shares;




(b)
            the
                issuance to Insiders, within a one-year period, of a number of Shares
                exceeding 10% of the issued and outstanding Shares;
                or





(c)
            the
                issuance to any one Insider and such Insider’s associates, within a
                one-year period, of a number of Shares exceeding 5% of the issued
                and
                outstanding Shares.





For
      the
      purposes of this Section 5.8, the phrase “issued and outstanding Shares”
excludes any Shares issued pursuant to the Plan or other stock options, stock
      option plans, employee stock purchase plans or other compensation or incentive
      mechanisms, over a preceding one-year period and “associate” means any person
      associated with such Insider.





**6.**  **TERMINATION
      OF EMPLOYMENT; DEATH**





Subject
      to Sections 6.2 and 6.3 hereof and to any express resolution passed by the
      committee with respect to an Option, an Option and all rights to purchase Shares
      pursuant thereto shall expire and terminate immediately upon the Optionee who
      holds such Option ceasing to be an Eligible Person. ****





If,
      before the expiry of an Option in accordance with the terms thereof, an Optionee
      shall cease to be an Eligible Person (an **“Event
      of Termination”** )
      for any
      reason other than his or her resignation or the termination for “cause” of his
      or her employment with the Corporation or any Subsidiary, or his or her
      resignation or failure to be re-elected as a director of the Corporation or
      any
      Subsidiary, then the Optionee may:


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(a)
            exercise
                the Option to the extent that he or she was entitled to do so at
                the time
                of such Event of Termination, at any time up to and including, but
                not
                after, a date that is three (3) months (or such other longer period
                as may
                be determined by the Board in its sole discretion) following the
                date of
                such Event of Termination, or prior to the close of business on the
                expiration date of the Option, whichever is earlier;
                and




(b)
            with
                the prior written consent of the Board or the Committee, which consent
                may
                be withheld in the Corporation’s sole discretion, exercise a further
                Option at any time up to and including, but not after, a date that
                is
                three (3) months (or such other longer period as may be determined
                by the
                Board in its sole discretion) following the date of such Event of
                Termination, or prior to the close of business on the expiration
                date of
                the Option, whichever is earlier, to purchase all or any of the Optioned
                Shares as the Board or the Committee may designate but not exceeding
                the
      number of Optioned Shares the Optionee would have otherwise
                been entitled
                to purchase pursuant to the Option had the Optionee’s status as an
                Eligible Person been maintained for the term of the
                Option.





If
      an
      Optionee dies before the expiry of an Option in accordance with the terms
      thereof, the Optionee’s legal representative(s) may, subject to the terms of the
      Option and the Plan:





(a)
            exercise
                the Option to the extent that the Optionee was entitled to do so
                at the
                date of his or her death at any time up to and including, but not
                after, a
                date one year following the date of death of the Optionee, or prior
                to the
                close of business on the expiration date of the Option, whichever
                is
                earlier; and




(b)
            with
                the prior written consent of the Board or the Committee, exercise
                at any
                time up to and including, but not after, a date one year following
                the
                date of death of the Optionee, a further Option to purchase all or
                any of
                the Optioned Shares as the Board or the Committee may designate but
                not
                exceeding the number of Optioned Shares the Optionee would have otherwise
                been entitled to purchase had the Optionee
                survived.





For
      greater certainty, Options shall not be affected by any change of employment
      of
      the Optionee or by the Optionee ceasing to be a director of the Corporation
      provided that the Optionee continues to be an Eligible Person.




For
      the
      purposes of this Article 6, a determination by the Corporation that an Optionee
      was discharged for “cause” shall be binding on the Optionee; provided, however,
      that such determination shall not be conclusive of the Optionee’s potential
      entitlement to damages for the loss of the right to exercise an Option in the
      event that a court of competent jurisdiction ultimately determines that the
      discharge was without “cause”.





If
      the
      Optionee is an Employee Corporation, the references to the Optionee in this
      Article 6 shall be deemed to refer to the Eligible Individual associated with
      the Employee Corporation.





**7.**  **EXERCISE
      OF OPTIONS**





Subject
      to the provisions of the Plan, an Option may be exercised from time to time
      by
      delivery to the Corporation at its registered office of a written notice of
      exercise addressed to the Secretary of the Corporation specifying the number
      of
      Shares with respect to which the Option is being exercised and, subject to
      Section 6881350 hereof,
      accompanied by payment in full, by cash or cheque, of the Option Price of the
      Shares then being purchased. Certificates for such Shares shall be issued and
      delivered to the Optionee within a reasonable time following the receipt of
      such
      notice and payment.




Notwithstanding
      any of the provisions contained in the Plan or in any Option, the Corporation’s
      obligation to issue Shares to an Optionee pursuant to the exercise of any Option
      shall be subject to:





(a)
            completion
                of such registration or other qualification of such Shares or obtaining
                approval of such governmental or regulatory authority as the Corporation
                shall determine to be necessary or advisable in connection with the
                authorization, issuance or sale
                thereof;




(b)
            the
                administration of such Shares to listing on any stock exchange on
                which
                the Shares may then be listed;




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(c)
            the
                receipt from the Optionee of such representations, warranties, agreements
                and undertakings, as the Corporation determines to be necessary or
                advisable in order to safeguard against the violation of the securities
                laws of any jurisdiction; and





(d)
            the
                satisfaction of any conditions on exercise prescribed pursuant to
                Section
                3.4 hereof.





In
      this
      connection the Corporation shall, to the extent necessary, take all commercially
      reasonable steps to obtain such approvals, registrations, and qualifications
      as
      may be necessary for the issuance of such Shares in compliance with applicable
      securities laws and for the listing of such Shares on any stock exchange on
      which the Share are then listed.





Options
      shall be evidenced by a share option agreement, instrument or certificate in
      such form not inconsistent with this Plan as the Committee may from time to
      time
      determine as provided for under Subsection 3.2(g), provided that the substance
      of Article 5 be included therein.





Any
      Optionee may elect to effect a cashless exercise of any or all of such
      Optionee’s right under an option. In connection with any such cashless exercise,
      the Optionee shall be entitled to receive, without any cash payment (other
      than
      the taxes required to be paid in connection with the exercise which must be
      paid
      by the Optionee to the Corporation in cash at the time of exercise), such number
      of whole common shares (rounded down to the nearest whole number) obtained
      pursuant to the following formula:





x
            =
            [a
                (b – c)]bwherex
            =
            the
                number of whole common shares to be issueda
            =
            the
                number of common shares under optionb
            =
            the
                market price of the common shares as at the last trading immediately
                prior
                to the cashless exercisec
            =
            the
                exercise price of the option





In
      connection with any such cashless exercise, the full number of common shares
      issuable (item (a) in the formula) shall be considered to have been issued
      for
      the purposes of the reduction in the number of common shares which may be issued
      under the Plan.





**8.**  **CERTAIN
      ADJUSTMENTS**





In
      the
      event of any subdivision or redivision of the Shares into a greater number
      of
      Shares at any time after the grant of an Option to any Optionee and prior to
      the
      expiration of the term of such Option, the Corporation shall deliver to such
      Optionee at the time of any subsequent exercise of his or her Option in
      accordance with the terms hereof, in lieu of the number of shares to which
      he or
      she was theretofore entitled upon such exercise, but for the same aggregate
      consideration payable therefor, such number of Shares as such Optionee would
      have held as a result of such subdivision or redivision if, on the record date
      thereof, the Optionee had been the registered holder of the number of Shares
      to
      which he or she was theretofore entitled upon such exercise.




In
      the
      event of any consolidation of the Shares into a lesser number of Shares at
      any
      time after the grant of an Option to any Optionee and prior to the expiration
      of
      the term of such Option, the Corporation shall deliver to such Optionee at
      the
      time of any subsequent exercise of his or her Option in accordance with the
      terms hereof, in lieu of the number of Shares to which he or she was theretofore
      entitled upon such exercise, but for the same aggregate consideration payable
      therefor, such number of Shares as such Optionee would have held as a result
      of
      such consolidation if, on the record date thereof, the Optionee had been the
      registered holder of the number of Shares to which he or she was theretofore
      entitled upon such exercise.


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Subject
      to the provisions of Article 9, if at any time after the grant of any Option
      to
      an Optionee and prior to the expiration of the term of such Option, the Shares
      shall be reclassified, reorganized or otherwise changed, otherwise than as
      specified in Sections 8.1 and 8.2 or the Corporation shall consolidate, merge
      or
      amalgamate with or into another corporation (the corporation resulting or
      continuing from such consolidation, merger or amalgamation being herein called
      the **“Successor
      Corporation”** )
      or, the
      Corporation shall pay a stock dividend (other than any dividends in the ordinary
      course), the Optionee shall be entitled to receive upon the subsequent exercise
      of his or her Option in accordance with the terms hereof and shall accept in
      lieu of the number of Shares to which he or she was theretofore entitled upon
      such exercise but for the same aggregate consideration payable therefor, the
      aggregate the number of shares of the appropriate class and/or other securities
      of the Corporation or the Successor Corporation (as the case may be) that the
      Optionee would have been entitled to receive as a result of such
      reclassification, reorganization or other change or as a result of such
      consolidation, merger, amalgamation, or stock dividend, if on the record date
      of
      such reclassification, reorganization, other change or stock dividend, or the
      record date of such consolidation, merger or amalgamation or dividend payment,
      as the case may be, he or she had been the registered holder of the number
      of
      Shares to which he or she was theretofore entitled upon such
      exercise.




In
      the
      event the Corporation should declare and pay a special cash dividend or other
      distribution out of the ordinary course, a special dividend in specie on the
      Shares, or a stock dividend other than in the ordinary course, the Option Price
      of all Options outstanding on the record date of such dividend or other
      distribution shall be reduced by an amount equal to the cash payment or other
      distribution or the fair market value of the dividend in specie or stock
      dividend or other distribution, as determined by the Committee in its sole
      discretion.





**9.**  ****  **AMENDMENT
      OR DISCONTINUANCE OF THE PLAN**





Subject
      to applicable regulatory requirements and except as provided herein, the Board
      may, in its sole and absolute discretion and without shareholder approval,
      amend, suspend, terminate or discontinue the Plan and may amend the terms and
      conditions of Options granted pursuant to the Plan. Provided, however, that
      if
      the Board wishes to increase the maximum percentage in Section 4.1 hereof or
      extend the Option period or reduce the Option Price of Options granted to
      Insiders of the Corporation pursuant to the Plan, shareholder approval will
      be
      required.




Without
      limiting the generality of the foregoing, the Board may make the following
      amendments to the Plan, without obtaining shareholder approval:





(a)
            amendments
                to the terms and conditions of the Plan necessary to ensure that
                the Plan
                complies with the applicable regulatory requirements, including the
                rules
                of the TSX, in place from time to
                time;





(b)
            amendments
                to the provisions of the Plan respecting administration of the Plan
                and
                eligibility for participation under the
                Plan;





(c)
            amendments
                to the provisions of the Plan respecting the terms and conditions
                on which
                options may be granted pursuant to the Plan, including the provisions
                relating to the option price, the option period and the vesting schedule;
                and





(d)
            amendments
                to the Plan that are of a “housekeeping”
nature.





Without
      limiting the generality of the foregoing, the Board may amend the Option Price,
      the option period, the vesting schedule and the termination provisions of
      Options granted pursuant to the Plan, without shareholder approval. Provided,
      however, that. if the Board proposes to reduce the Option Price or extend the
      option period of options granted to Insiders of the Corporation pursuant to
      the
      Plan, such amendments will require shareholder approval.





**10.**  **MISCELLANEOUS
      PROVISIONS**





An
      Optionee shall not have any rights as a shareholder of the Corporation with
      respect to any of the Shares covered by such Option until the date of issuance
      of a certificate for Shares upon the exercise of such Option, in full or in
      part, and then only with respect to the Shares represented by such certificate
      or certificates. Without in any way limiting the generality of the foregoing,
      no
      adjustment shall be made for dividends or other rights for which the record
      date
      is prior to the date such share certificate is issued.


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Nothing
      in the Plan or any Option shall confer upon an Optionee any right to continue
      or
      be re-elected as a director of the Corporation or any right to continue in
      the
      employ of the Corporation or any Subsidiary, or affect in any way the right
      of
      the Corporation or any Subsidiary to terminate his or her employment at any
      time; nor shall anything in the Plan or any Option be deemed or construed to
      constitute an agreement, or an expression of intent, on the part of the
      Corporation or any Subsidiary to extend the employment of any Optionee beyond
      the time which he or she would be normally be retired pursuant to the provisions
      of any present or future retirement plan of the Corporation or any Subsidiary
      or
      any present or future retirement policy of the Corporation or any Subsidiary,
      or
      beyond the time at which he or she would otherwise be retired pursuant to the
      provisions of any contract of employment with the Corporation or any
      Subsidiary.





Notwithstanding
      Section 5.8 hereof, Options may be transferred or assigned between an Eligible
      Individual and the related Employee Corporation provided the assignor delivers
      notice to the Corporation prior to the assignment.





The
      Plan
      and all matters to which reference is made herein shall be governed by and
      interpreted in accordance with the laws of the Province of Ontario and the
      laws
      of Canada applicable therein.





**11.**  **SHAREHOLDER
      AND REGULATORY APPROVAL**





11.1  The
      Plan
      shall be subject to ratification by the shareholders of the Corporation to
      be
      effected by a resolution passed at a meeting of the shareholders of the
      Corporation, and to acceptance by the TSX and any other relevant regulatory
      authority. Any Options granted prior to such ratification and acceptance shall
      be conditional upon such ratification and acceptance being given and no such
      Options may be exercised unless and until such ratification and acceptance
      are
      given.


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          8
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