EXHIBIT 99.9

                               YM BIOSCIENCES INC.

CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

This Code has been approved by YM BioSciences Inc's. Board of Directors (the
"Board") and is intended to assist all employees, officers, directors, agents
and contractors (the "YM Representatives") of YM BioSciences Inc and each of its
direct and indirect subsidiaries (collectively, "YM") to maintain the highest
standards of ethical conduct in corporate affairs. This Code is intended to
comply with Canadian securities law requirements and Section 406 of the
Sarbanes-Oxley Act of 2002. Specifically, the purpose of this Code is:

      o     to encourage among YM Representatives a culture of honesty,
            accountability and mutual respect;

      o     to provide guidance to help YM Representatives recognize ethical
            issues; and

      o     to provide mechanisms to support the resolution of ethical issues.

ADMINISTRATION

The Board is ultimately responsible for the implementation and administration of
this Code and has designated a Compliance Officer for the day-to-day
implementation and administration of this Code. From time to time, the Board may
change this designation and may also designate one or more Assistant Compliance
Officers to fill in at times when the Compliance Officer may be otherwise
unavailable, such as during his or her vacation. The Board's current
designations, together with contact information, are set out in Schedule A to
this Code. YM Representatives should direct questions concerning this Code to
the Director, Finance.

While this Code is designed to provide helpful guidelines, it is not intended to
address every situation. Dishonest or unethical conduct or conduct that is
illegal will constitute a violation of this Code, regardless of whether such
conduct is specifically referenced in this Code. YM Representatives should
conduct their business affairs in such a manner that YM's reputation will not be
impugned if the details of their dealings should become a matter of public
discussion. YM Representatives shall not engage in any activity that adversely
affects the reputation or integrity of YM.

It is not intended that there be any waivers granted under the Code. In the
unlikely event that a waiver is considered, in order to be granted it must
receive prior approval by the Board if it includes a director or an executive
officer, or by the Board or the President and Chief Executive Officer of YM (the
"Chief Executive Officer") in the case of any other YM Representative. Any
waiver or amendment will be disclosed promptly in accordance with applicable
securities laws and YM's Disclosure Policy.

If laws or other policies and codes of conduct differ from this Code, or if
there is a question as to whether this Code applies to a particular situation,
YM Representatives should check with the Compliance Officer before acting. If
there are any questions about any situation, YM Representatives should ask the
Compliance Officer how to handle the situation. However, every

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supervisor and manager is responsible for helping employees to understand and
comply with the Code.

YM will take such disciplinary or preventive action as it deems appropriate to
address any existing or potential violation of this Code brought to its
attention. Any YM Representative in a situation that he or she believes may
violate or lead to a violation of this Code should follow the compliance
procedures described in the section entitled "Reporting of Violations Procedure"
below.

OVERVIEW

It is the policy of YM to apply high standards of courtesy, professionalism and
honesty in our interactions with customers, shareholders, suppliers, co-workers
and the community. This Code governs the business-related conduct of all YM
Representatives, including, but not limited to, the Chief Executive Officer and
the Chief Financial Officer and all other officers and employees of YM.

COMPLIANCE WITH LAWS

A variety of laws applies to YM and its operations. It is YM's policy to comply
with all applicable laws, including employment, discrimination, health, safety,
antitrust, securities, banking and environmental laws. No YM Representative has
authority to violate any law or to direct another YM Representative or other
person to violate any law on behalf of YM. Each YM Representative is expected to
comply with all such laws, as well as rules and regulations adopted under such
laws.

Violations of laws may subject a YM Representative to individual criminal or
civil liability, as well as to discipline by YM. Such individual violations may
also subject YM to civil or criminal liability or the loss of reputation or
business.

Many of the laws applicable to YM and YM Representatives are complex and fact
specific. If any YM Representative has questions concerning a specific
situation, he or she should contact the Compliance Officer before taking any
action.

CONFLICTS OF INTEREST

YM Representatives are expected to make or participate in business decisions and
actions in the course of their relationship with YM based on the best interests
of YM and not based on personal relationships or benefits. A conflict of
interest, which can occur or appear to occur in a wide variety of situations,
may compromise a YM Representative's ability to act ethically.

Generally speaking, a conflict of interest occurs when the personal interest of
a YM Representative, an immediate family member of a YM Representative or a
person with whom a YM Representative has a close personal relationship
interferes with, or has the potential to interfere with, the interests or
business of YM. For example, a conflict of interest may occur where a YM
Representative, his or her family member or person with whom he or she has a
close personal relationship receives a gift, a unique advantage or an improper
personal benefit as a result of the YM Representative's position at YM. A
conflict of interest could make it difficult for a YM Representative to perform
corporate duties objectively and effectively because he or she is involved in a
competing interest.

The following is a discussion of certain common areas that raise conflict of
interest issues. However, a conflict of interest can occur in a variety of
situations. YM Representatives must be

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alert to recognize any situation that may raise conflict of interest issues and
must disclose to the Compliance Officer any material transaction or relationship
that reasonably could be expected to give rise to actual, or the perception of,
conflicts of interest with YM. Any YM Representative who becomes aware of a
conflict or potential conflict should bring it to the attention of the
Compliance Officer or follow the compliance procedures described in the section
entitled "Reporting of Violations Procedure" below. Transactions as defined in
applicable securities regulations between related parties will not be conflicts
of interest under this Code if they are reviewed and approved in accordance with
the requirements of those regulations.

Outside Activities/Employment

Any outside activity must not significantly encroach on the time and attention
YM Representatives devote to their duties for YM and should not adversely affect
the quality or quantity of their work. In addition, YM Representatives may not
imply YM's sponsorship or support of any outside activity that is not official
YM business, and under no circumstances are YM Representatives permitted to take
for themselves or their family members business opportunities that are
discovered or made available by virtue of their positions at YM. Moreover,
except as permitted by the following paragraph or by the Board, the Chairman of
the Nominating and Corporate Governance Committee or the Compliance Officer, no
YM employee may perform services for or have a financial interest in any entity
that is, or to such employee's knowledge may become, a vendor, client or
competitor of YM. YM employees are prohibited from taking part in any outside
employment or directorships without the prior written approval of the Chief
Executive Officer or the Compliance Officer, except for minor and unrelated
employment and for directorships on charitable Boards that in each case do not
interfere with the employee's duties to YM.

No YM employee may acquire securities of a customer, supplier or other party if
ownership of the securities would be likely to affect adversely either the
employee's ability to exercise independent professional judgment on behalf of YM
or the quality of such employee's work. YM Representatives must always follow
YM's other policies concerning the trading of securities, including those
further described in this Code.

Civic/Political Activities

YM Representatives are encouraged to participate in civic, charitable or
political activities so long as such participation does not encroach on the time
and attention they are expected to devote to their YM-related duties. Such
activities are to be conducted in a manner that does not create an appearance of
YM's involvement or endorsement.

Inventions, Books and Publications

YM Representatives must receive written permission from the Chief Executive
Officer or the Compliance Officer before developing, outside of YM, any
products, software or intellectual property that may be related to YM's current
or potential business.

Loans to Executive Officers and Directors

YM will not make loans or extend credit or provide guarantees to or for the
personal benefit of executive officers or directors.

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BRIBERY AND OTHER IMPROPER PAYMENTS

No YM Representative may, directly or indirectly, give, offer, demand, solicit
or accept a bribe to or from anyone in the course of conducting business on
behalf of YM, including in order to obtain or retain business, or for any other
advantage. No YM Representative may, directly or indirectly, give, offer,
demand, solicit or accept any improper payment to or from anyone in the course
of conducting business on behalf of YM, including in order to obtain or retain
business, or for any other advantage. Improper payments include, without
limitation, any gift, gratuity, reward, advantage or benefit of any kind
(monetary or non-monetary). For greater certainty, a third party intermediary,
such as an agent or family member, cannot be used to further any bribe or
improper payment or otherwise violate the spirit of this Code.

Dealings with Government and Public Officials

YM strictly prohibits any payment to any public official that violates the laws
of any jurisdiction in which YM operates. YM strictly prohibits any YM
Representative from giving, offering, promising, demanding, soliciting or
receiving, directly or indirectly, any bribe or improper payment, using
corporate or personal funds, to or from public officials of any government or
governmental agency for the purpose of obtaining or retaining business, or for
any other reason. Any offer of or request for any bribe or improper payment must
be reported to the Compliance Officer. YM strictly prohibits any person from
making any payment if such person knows or reasonably believes that all or a
portion of the payment will be offered, given or promised, directly or
indirectly, to any public official of any government or governmental agency for
the purposes of assisting YM in obtaining or retaining business. Public
officials include, without limitation:

      o     political parties or officials thereof, political candidates and
            elected or appointed representatives of any government or
            governmental agency holding a legislative, administrative or
            judicial position at any level;

      o     a person who performs public duties or functions, including a person
            employed by a board, commission, corporation or other body or
            authority that is established to perform a duty or function on
            behalf of the government, or is performing such a duty or function;
            and

      o     an official or agent of a public international organization that is
            formed by two or more states or governments, or by two or more such
            public international organizations.

For greater certainty, YM may make contributions to political parties or
committees or to individual politicians only in accordance with applicable law
and all such payments must be reported to the Compliance Officer.

Gifts and Business Courtesies

YM strictly prohibits any payment to any person that violates the laws of any
jurisdiction in which YM operates. Except to the extent specifically permitted
below, YM strictly prohibits any person from giving, offering, promising,
demanding, soliciting or receiving, directly or indirectly, a gift, or using
corporate or personal funds, in such a way that could influence or reasonably
give the appearance of influencing YM's business relationship with another
person. Any offer of or request for such a gift or use of funds must be reported
to the Compliance Officer.

Exceptions

YM does not prohibit the giving or receiving of gifts of nominal or token value
to or from non-government suppliers and customers, provided that they are not
for the express purpose of

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obtaining or retaining business or some other advantage for YM and provided that
they are otherwise lawful. YM does not prohibit expenditures of amounts for
meals, entertainment and travel expenses in connection with YM customer
conferences and other promotional activities for non-government suppliers and
customers that are ordinary and customary business expenses, if they are
otherwise lawful. These expenditures should be included on expense reports and
approved pursuant to YM's standard procedures. Gifts include, without
limitation, material goods, as well as services, promotional premiums and
discounts. YM does not prohibit the giving or receiving of rewards, advantages
or benefits that are permitted or required under the written laws of a
government for which a public official performs duties or functions. YM does not
prohibit payments made that are otherwise lawful in respect of reasonable
expenses incurred in good faith by or on behalf of the public official that are
directly related to the promotion, demonstration or explanation of YM's products
and services, or the execution or performance of a contract between YM and the
government for which the official performs duties or functions. YM does not
prohibit facilitation payments that are otherwise lawful. Facilitation payments
are payments made to expedite or secure the performance by a public official of
any act of a routine nature that is part of the public officials' duties or
functions, including:

      o     the issuance of a permit, license or other documents to qualify a
            person to do business;

      o     the processing of official documents, such as visas and work
            permits;

      o     the provision of services normally offered to the public, such as
            mail pick-up and delivery;

      o     telecommunication services and power and water supply; and

      o     the provision of services normally provided as required, such as
            police protection, loading and unloading of cargo, the protection of
            perishable products or commodities from deterioration or the
            scheduling of inspections related to contract performance or transit
            of goods.

Any facilitation payments must be recorded as such in the accounting records of
YM. Further, such facilitation payments shall not exceed the fees lawfully
required by the public official for the function requested. For greater
certainty, an act of routine nature does not include a decision to award new
business or to continue business with a particular party, including a decision
on the terms of that business, or encouraging another person to make any such
decision.

Caution should be exercised with respect to these exceptions. If there is any
doubt as to the legitimacy of a payment under this policy or under any law,
advice should be sought from the Compliance Officer.

PUBLIC DISCLOSURES

YM has an obligation in compliance with applicable laws to make full, fair,
accurate, timely and understandable disclosure in its financial records and
statements, in reports and documents that it files with or submits to securities
regulatory authorities and in its other public communications.


In furtherance of this obligation, each YM Representative in performing his or
her duties shall act in good faith, responsibly, with due care, competence and
diligence, without misrepresenting material facts or allowing one's independent
judgment to be subordinated, in order to ensure that to the best of his or her
knowledge YM's books, records, accounts and financial statements are maintained
accurately and in reasonable detail, appropriately reflect YM's transactions,
are honestly and accurately reflected in its publicly available reports and
communications and

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conform to applicable legal requirements and YM's system of internal controls,
including YM's Disclosure Policy.

HANDLING OF CONFIDENTIAL INFORMATION

In addition to the restrictions regarding material non-public information set
forth in the Disclosure Policy, YM Representatives should observe the
confidentiality of information that they acquire by virtue of their relationship
with YM, including information concerning YM and its customers, suppliers and
competitors and other YM Representatives, except where disclosure is approved by
an executive officer of YM or otherwise legally mandated. In addition, YM
Representatives must safeguard proprietary information, which includes
information that is not generally known to the public and has commercial value
in YM's business. Proprietary information includes, among other things, business
methods, analytical tools, software programs, source and object codes, trade
secrets, ideas, techniques, inventions (whether patentable or not) and other
information relating to economic analysis, designs, algorithms and research. It
also includes information relating to marketing, pricing, clients, and terms of
compensation for YM Representatives. The obligation to preserve proprietary
information continues even after employment ends. In addition to violating this
Code and YM policy, unauthorized use or distribution of proprietary information
could also be illegal and result in civil or even criminal penalties. YM
considers its intellectual property and confidential information important
assets and may bring suit against employees or former employees to defend its
rights vigorously.

USE OF YM ASSETS

YM assets, including facilities, funds, materials, supplies, time, information,
intellectual property, software, corporate opportunities and other assets owned
or leased by YM, or that are otherwise in YM's possession, may be used only for
legitimate business purposes of YM. YM assets are not to be misappropriated,
loaned to others, donated, sold or used for personal use, except for any
activities that have been approved in writing by the Chief Executive Officer or
the Compliance Officer in advance, or for personal usage that is minor in amount
and reasonable. YM Representatives are to report any theft or suspected theft to
the Compliance Officer. No YM Representative should knowingly invoke a program
or code that could damage YM's assets.

FAIR DEALING

Each YM Representative should deal fairly and in good faith with other YM
Representatives, security holders, customers, suppliers, regulators, business
partners and competitors. No YM Representative may take unfair advantage of
anyone through manipulation, concealment, misrepresentation, inappropriate
threats, fraud, abuse of confidential information or any other intentional
unfair-dealing practice.

DELEGATION OF AUTHORITY

Each YM Representative, and particularly each of YM's executive officers, must
exercise reasonable care to ensure that any permitted delegation of authority is
reasonable and appropriate in scope, and includes appropriate and continuous
monitoring.

HEALTH AND SAFETY

YM strives to provide each YM Representative with a safe and healthy work
environment. Each YM Representative has responsibility for maintaining a safe
and healthy workplace for all YM Representatives by following safety and health
rules and practices and promptly reporting accidents, injuries and unsafe
equipment, practices or conditions. Violence and threatening

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behaviour will not be tolerated. YM Representatives should report to work in
condition to perform their duties, free from the influence of illegal drugs or
excessive alcohol. The use of illegal drugs or excessive alcohol in the
workplace will not be tolerated.

DISCRIMINATION AND HARASSMENT

The diversity of YM Representatives is a valued asset. YM is firmly committed to
providing equal opportunity in all aspects of employment and will not tolerate
any illegal discrimination or harassment of any kind. Examples of conduct that
will not be tolerated include derogatory comments based on racial, ethnic or
religious characteristics and unwelcome sexual advances or comments.

REPORTING OF VIOLATIONS PROCEDURE

General Policy Regarding Report of Violations

YM Representatives who observe, learn of, or, in good faith, suspect a violation
of this Code must immediately report the violation pursuant to the procedures
for submission of complaints and concerns set out in the YM's Whistle Blower
Policy.

COMPLIANCE

Adherence to Code and Disciplinary Action

All YM Representatives have a responsibility to understand and follow this Code.
In addition, all YM Representatives are expected to perform their work with
honesty and integrity in all areas not specifically addressed in this Policy. YM
will discipline any YM Representative who violates this Code or related
practices. The determination of the appropriate discipline will be made by the
Chief Executive Officer of YM in consultation with the Chairman of the
Nominating and Corporate Governance Committee or by the Board of Directors. Such
discipline may include, among other things, written notice to the YM
Representative that YM has determined that there has been a violation, censure
by YM, demotion or re-assignment, suspension with or without pay or benefits, or
termination of the YM Representative's relationship with YM.

Records of all violations of this Code and the disciplinary action taken will be
maintained by the Compliance Officer and will be placed in the YM
Representative's personnel file.

YM will notify and cooperate with the police or other governmental authorities
regarding acts of YM Representatives involving violations of law. In addition,
some violations may result in YM bringing suit against employees or former
employees to defend its rights vigorously.

Communications

YM strongly encourages dialogue among YM Representatives and their supervisors
to make everyone aware of situations that give rise to ethical questions and to
articulate acceptable ways of handling those situations. The Compliance Officer
shall provide a report to the Board at least quarterly on investigations and
other significant matters arising under this Code.

Responsibility of Senior Employees

Officers and other managerial employees are expected to promote honest and
ethical conduct, including the ethical handling of actual or apparent conflicts
of interest between personal and professional relationships. Managerial
employees may be disciplined if they condone misconduct, do not report
misconduct, do not take reasonable measures to detect misconduct or do not
demonstrate the appropriate leadership to insure compliance.

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RELATED YM POLICIES

This Code should be read in conjunction with YM's other related policy
documents, including the Disclosure Policy. This Code supplements any
contractual obligation any person may have under the terms of any agreements
with YM. This Code is not intended to create any contract (express or implied)
with any person, including, without limitation, any employment or consulting
contract, or to constitute any promise that a person's employment or consulting
arrangement will not be terminated except for cause.

APPROVAL AND AMENDMENT

This Code was approved and adopted by the Board of Directors of YM BioSciences
Inc. on October 19, 2004. YM is committed to reviewing and updating its policies
and procedures on a continuing basis. This Code may be revised, changed or
amended at any time by the Board of Directors and amendment to the Code will be
disclosed promptly to YM Representatives and will be disclosed publicly in
accordance with applicable securities laws.

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ACKNOWLEDGMENT

The undersigned YM Representative hereby acknowledges that he or she has
received a copy of YM's Code of Business Conduct and Ethics applicable to YM
Representatives and that he or she has read and understood this Code in its
entirety and agrees to abide by it. The undersigned YM Representative
acknowledges that it is his or her responsibility to seek clarification from the
office of YM's General Counsel if any applicable of the Code to a particular
circumstance is not clear. The YM Representative acknowledges that the YM
Representative's continued service with the YM requires the YM Representative to
adhere fully to this Code and that failure to do so can result in disciplinary
action up to and including termination of YM Representative's employment by YM.

Acknowledged and agreed:

By:      _______________________________
Name:


Dated:   _______________________________

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                                   Schedule A

The Board has made the following designations:


Compliance Officer:
-------------------
Len Vernon
c/o YM BioSciences Inc.
5045 Orbitor Drive
Bldg. 11, Suite 400
Mississauga, Ontario
L4W 4Y4
Telephone: 905-629-9761, ext. 225
Facsimile: 905-629-4959

Email: lvernon@ymbiosciences.com

General Counsel:
----------------

Gregory M. Colford
Heenan Blaikie LLP
Royal Bank Plaza, South Tower
Suite 2600
200 Bay Street
Toronto, Ontario
M5J 2J4
Telephone: (416) 360-3520
Facsimile: (416) 360-8425

Email: gcolford@heenan.ca