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DEVELOPMENT AGREEMENT

THIS AGREEMENT made as of the 5th day of July, 2004.

MEDICURE INTERNATIONAL INC.,
  
  a corporation incorporated under the laws of Barbados,
  (hereinafter referred to as "Medicure"),

- and -

Clinical Development Research Institute Inc. ("CDRI Inc.")
  a corporation incorporated under the laws of Manitoba, 
  (hereinafter referred to as "Development Co").

WHEREAS
  Development Co is in the business of conducting experimental development in
  pharmaceutical and biotechnical products, and specifically related to MC-1 and
  its derivative compounds (the "Products"), and possesses substantial experience
  and expertise in relation thereto;

AND
  WHEREAS Medicure is in the business of, among other things, research and development
  in the area of the Products;

AND
  WHEREAS Medicure may from time to time wish to embark on projects which have
  as their goal the creation and development of commercially viable products of
  the nature described in a Development Schedule, and desires to engage the services
  of Development Co to perform the necessary scientific research and experimental
  development to create such commercially viable products, in accordance with
  the terms and conditions of this Agreement;

AND
  WHEREAS Medicure and Development Co wish set forth the terms and conditions
  of such engagement of Development Co by Medicure and the performance of the
  said scientific research and experimental development by Development Co;

NOW
  THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
  of the mutual agreements hereinafter contained, and for other good and valuable
  consideration (the receipt and sufficiency of which is acknowledged by the parties),
  the parties agree as follows:

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- 2 -ARTICLE 1 - INTERPRETATION

1.1            Definitions.
  In this Agreement, unless the context otherwise requires, the following words
  shall have the respective meanings ascribed to them as follows:

| | (a) | "Act"means the Income Tax
        Act(Canada) as amended;                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                     
| | (b) | "Aggregate Expenditures"shall
        have the meaning ascribed to it in section 3.1 (b);                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                     
| | (c) | "Business Day"means a day other
        than a Saturday, Sunday or statutory holiday observed in the Province
        of Manitoba;                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                     
| | (d) | "Commencement Date"means the
        date specified in a Development Schedule and shall be the date on which
        the activities relating to a Development Project commence;                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                     
| | (e) | "Confidential Information"includes
        all of the following:                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                     
| |     | (i) 
                  any and all versions
        or variations of the Technology developed by or on behalf of Medicure,
        including all related concepts owned or marketed or being developed by
        or on behalf of Medicure, including all related concepts, data, designs,
        ideas, notes, and specifications;
| |     |                                                                                                                                                                                                                                                                                                                                     
| |     | (ii) 
                 all Developments;                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                     
| |     | (iii) 
                 any and all information regarding
        existing or proposed  products or services of Medicure;                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                     
| |     | (iv) 
                any and all information regarding
        Medicure's business operations, methods, and practices;                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                     
| |     | (v) 
                 any and all concepts or ideas
        in or reasonably related to the business of Medicure that are not generally
        known outside Medicure;                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                     
| |     | (vi) 
                all Trade Secrets;                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                     
| |     | (vii) 
               any other confidential or proprietary
        information in the possession or control of Medicure, regardless of whether
        or not it has a copyright notice or a claim to copyright thereon; and                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                     
| |     | (viii) 
             any other information concerning or with respect
        to the Technology or Medicure and its business and affairs the dissemination
        of which might prove prejudicial to Medicure;                                                                                                                    

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| |     | whether the same may be
        contained in papers, microfilm, recordings, computer disks, magnetic storage
        or, without limitation, any other medium or storage of information;                                                                                                                                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f) | "Developments"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i) 
                  all reports, products,
        scientific, and technical information or material relating to the Technology;
        and                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii) 
                 all inventions, devices, discoveries,
        concepts, ideas, algorithms, formulae, specifications, proposals, models,
        designs, processes, techniques, systems and improvements, test results
        and reports, analyses, simulation results, tables of operating conditions,
        materials, components, industrial skills, operating and testing procedures,
        know-how and show-how, whether patentable or not relating to the Technology;

| | (g) | "Electronic Transmission"shall have the
        meaning ascribed to it in section 9.1;                                                                                                                                                                                                                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (h) | "Expenditure Limit"means the maximum amount
        which is to be paid by Medicure to Development Co for services performed
        in connection with carrying out a Development Project;                                                                                                                                                                 
|
| | (i) | "MC-1"means compounds relating to Vitamin
        B6, pyridoxal and pyridoxal-5- phosphate;                                                                                                                                                                                                                                                                 
|
| | (j) | "Net Costs"means actual costs incurred reduced
        by investment tax credits received on directly related expenditures;                                                                                                                                                                                                                                 
|
| | (k) | "notice"shall have the meaning ascribed
        to it in section 9.1;                                                                                                                                                                                                                                                                                       
|
| | (l) | "Products"shall have the meaning ascribed
        to it in the preamble;                                                                                                                                                                                                                                                                                    
|
| | (m) | "Development Project"means a Development
        Project which has as its goal the creation and development of commercially
        viable products of the nature described in a Development Schedule;                                                                                                                                                      
|
| | (n) | "Development Schedule"means a schedule in
        the form attached as Schedule A which is executed by the parties and which
        describes a Development Project, the Expenditure Limit, the Commencement
        Date, the required completion date of the Development Project, and any
        other specific requirements of the Development Project;
|
| | (o) | "Technology"shall mean, without limitation,
        all tangible and intangible proprietary rights with respect to all products
        developed pursuant to each Development Schedule, including all Developments,
        and all hardware and software designs and other tangible and intangible
        property produced and or                       

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| |     | acquired including all unpublished know-how,
        technical data, techniques,  manuals, documentation, reports, records,
        formulae, processes, descriptions,  evaluations, computations, schematics,
        specifications, designs, design criteria,  sketches, photographs,
        plans, drawings, samples, reports, studies, findings,  inventions,
        prototypes and ideas, whether patentable or not, whether trade secrets 
        or not and whether in written, graphic or oral form relating to the products
        or any  part thereof, and all industrial and intellectual property
        rights therein including,  without limitation, all copyrights, patents,
        trade secrets, trade marks, and  industrial designs;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (p) | "Term"shall have the meaning
        ascribed to it in section 8.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (q) | "Territory"means all countries
        of the world except Canada;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (r) | "Trade Secrets"means all information
        concerning or with respect to Medicure that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (i) 
                  derives economic value,
        actual or potential, from not being generally known to, and not being
        readily ascertainable by proper means by, other persons who can obtain
        economic value from the disclosure or use thereof; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (ii) 
                 is the subject of efforts
        that are reasonable under the circumstances to maintain the secrecy thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | In essence, Trade Secrets are the distinctive
        features of the operations of Medicure that make the products or services
        of it, and the way it conducts business, special, even unique.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

1.2            Schedules


Schedule A        -         Development
  Schedule

1.3            Headings.
  The division of this Agreement into Articles, Sections, Subsections, and Schedules
  and the insertion of headings are for convenience of reference only and shall
  not affect the construction or interpretation of this Agreement.

1.4            Gender
  and Number. Words expressed in the singular include the plural and vice-versa,
  and words in one gender include all genders.

1.5            Entire
  Agreement. This Agreement, including the Schedule(s), constitutes the entire
  agreement between the parties pertaining to the subject matter hereof, and supersedes
  all prior formal and informal agreements, proposals, promises, inducements,
  representations, conditions, warranties, understandings, negotiations, and discussions,
  whether oral or written, of the parties.

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1.6            Amendment.
  No supplement, termination, modification, waiver, or amendment of this Agreement
  shall be binding unless executed in writing by the parties.

1.7            Currency.
  Unless otherwise indicated, all dollar amounts referred to in this Agreement
  are in Canadian funds.

1.8            Severability.
  If any provision contained in this Agreement is found by a court of competent
  jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity,
  legality, or enforceability of the remaining provisions contained herein shall
  not be in any way affected or impaired thereby.

1.9            Governing
  Law.This Agreement shall be governed by and construed in accordance with
  the laws of Barbados, and for the purposes of legal proceedings this Agreement
  shall be deemed to have been made in Barbados and to be performed there, and
  the courts of Barbados shall have jurisdiction over all disputes which may arise
  under this Agreement.

ARTICLE 2 - PERFORMANCE OF SCIENTIFIC RESEARCH

2.1Engagement.Subject to the terms and conditions of this Agreement, Medicure hereby engages
  Development Co to carry out the Development Projects described in the Development
  Schedules entered into by the parties from time to time, and Development Co
  agrees to perform such services in accordance with this Agreement.

2.2Complete
  Discretion.Development Co acknowledges and agrees that Medicure shall have
  complete, sole, and absolute discretion as to the conduct, control, and direction
  of the performance of the services to be performed by Development Co on behalf
  of Medicure with respect to Development Projects.

2.3Project
  Coordinator.Medicure shall appoint a person to act as project coordinator
  to co-ordinate the services to be performed by Development Co. Such project
  coordinator shall have the authority and power to act for Medicure in all matters
  with full and complete authority on its behalf in relation to all matters relating
  to this Agreement and to bind Medicure in any and all matters or things involving
  the Development Project. Medicure hereby appoints Chris Towner as its first
  project coordinator. Medicure may substitute the person who acts as project
  coordinator by notice given to Development Co in the manner provided herein.
  The project coordinator shall establish, without limitation, product definitions,
  milestones, and project outlines, as he deems necessary, and shall contact or
  meet with the Development Co development team on an as needed basis, at his
  discretion. In addition, the project coordinator shall generally supervise the
  activities undertaken by Development Co with respect to each Development Project.

2.4Other
  Obligations of Development Co. In addition to its obligations in other provisions
  of this Agreement, Development Co shall:

| |  | (a)       commence work on the performance
      of a Development Project on the Commencement Date, as specified in the particular
      Development Schedule, and
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |      | devote its best
        efforts to completing the Development Project by the completion date specified
        in the Development Schedule;                                                                                                                                               
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                           
| |      | (b)       undertake
        and/or continue at Medicure's expense, and in full consultation with Medicure:                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                           
| |      | (c)                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                           
| | (i)  | are in respect
        of "scientific research and experimental development" within the meaning
        of subsection 248(1) of the Act; and                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                           
| | (ii) | constitute "qualified
        expenditures" within the meaning of paragraph 127(9) of the Act;                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                           
| |      | (d)   
                provide Medicure with a written
        report setting out the amount of expenditures incurred in connection with
        carrying out the Development Project which constitute "qualified expenditures"
        within the meaning of paragraph 127(9) of the Act;
| |      |                                                                                                                                                                                                                                                                                           
| |      | (e)   
                take all reasonable steps necessary
        to protect the intellectual property rights of Medicure; and                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                           
| |      | (f)        
         take all reasonable steps necessary to:                                                                                                                                                                                                                              

| |  | (i)  
                maintain the confidentiality
      of the any information of Medicure disclosed to it;       
| |  | -------------------------------------------------------------------------------------------------------------------
| |  | (ii)
                 keep and maintain proper
      and adequate records relating to each Development Project; and

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| |  | (iii)
                permit Medicure by its duly
      authorized representatives or agents at all reasonable times to examine,
      inspect and take copies of all records with respect to each such Development
      Project.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.5Obligations
  of Medicure. In addition to its obligations in other provisions of this
  Agreement, Medicure shall:

| |  | (a)            conduct, control,
      and direct the performance of the services to be performed by Development
      Co with respect to Development Projects, at its complete, sole and absolute
      discretion; 
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                      
| |  | (b)            disclose to
      Development Co immediately following execution of this Agreement all details
      necessary, at its sole discretion, for Development Co to satisfy its obligations
      hereunder;
| |  |                                                                                                                                                                                                                      
| |  | (c)            assist Development
      Co as required or requested with respect to the satisfaction of Development
      Co's obligations pursuant to section 2.4(b); and                                           
| |  |                                                                                                                                                                                                                      
| |  | (d)            take all reasonable
      steps necessary to maintain the confidentiality of any information of Development
      Co disclosed to it.                                                                 

2.6Subsisting
  Rights.The parties hereby acknowledge and agree that the rights and obligations
  granted to and imposed upon the parties hereunder shall not be construed as
  to derogate from the subsisting rights of any third party under any grant, conveyance,
  or agreement made or entered into by either of the parties prior to the date
  of this Agreement.

ARTICLE 3 - FEES

**3.1Fees**

| |  | (a)        
           In consideration of the performance by Development Co
        of its obligations, Medicure shall make payments to Development Co in
        the amounts invoiced by Development Co to Medicure for expenditures made,
        or to be made, by Development Co to conduct the research and development
        work herein described. All payments are due thirty (30) days after receipt
        of invoices by Medicure. For greater certainty, it is acknowledged and
        agreed that the amounts invoiced by Development Co to Medicure shall be
        based on the following:
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |  | (b)        
           The aggregate of all Expenditure Limits under all Development
        Schedules entered into pursuant to this Agreement shall not exceed five
        million dollars ($5,000,000) (the "Aggregate Expenditures").
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.2            Records
  and Reporting. Development Co will maintain proper and adequate records
  relating to each Development Project including, but not limited to, timesheets,
  payroll summaries, paid invoices, vouchers, receipts and other supporting documentation.
  Development Co further agrees that it shall notify Medicure, in writing, promptly
  upon discovery of any inaccuracy in documentation submitted by Development Co
  to Medicure and immediately reimburse Medicure for any overpayment made by Medicure
  to Development Co as a result thereof.

3.3            Verification
  and Audit. For the purpose of verifying the accuracy of amounts invoiced
  to Medicure, Medicure shall have the right to inspect or cause to be audited
  the books of Development Co, together with those records, working papers, schedules,
  and other documentation used or prepared by Development Co or by its agents
  which relate to the provision of its services hereunder. To the extent that
  an audit is requested by Medicure, such audit shall be conducted by an independent
  auditor. Such auditor shall communicate any discrepancies uncovered by such
  audit only to Medicure and to Development Co. Medicure shall give written notice
  of its intention to conduct such audit to Development Co at least thirty (30)
  days prior to the proposed date for the commencement of such audit. Such audit
  shall be conducted on Development Co's premises during regular business hours
  and on a mutually convenient schedule. Medicure shall bear the expenses of such
  audit, unless such audit demonstrates an inaccuracy in the amounts invoiced
  to Medicure of greater than ten percent (10%) of the amounts that should have
  been invoiced to Medicure, in which event such expense borne by Medicure including,
  but not limited to, fees and disbursements paid to auditors and other professional
  advisors with respect to such review, shall be borne by Development Co and shall
  be paid within ten (10) Business Days following the conclusion of such audit.
  In addition, if Development Co is required to bear such expenses of such audit,
  then Medicure can expend the scope of such audit to all previously unaudited
  financial statements and records that Development Co was required to maintain
  under the provisions of this Agreement, provided that Medicure shall bear the
  expenses of such expended audit, unless a similar deficiency is demonstrated
  with respect to such additional audited financial statements and records.

ARTICLE 4 - REPRESENTATION, WARRANTIES OF DEVELOPMENT
  CO

4.1            Representations
  and Warranties of Development Co.Development Co represents and warrants
  to Medicure, and acknowledges that Medicure is relying upon such representations
  and warranties, as follows:

| |  | (a)             it is a corporation
      duly incorporated, organized and validly subsisting under the laws of Manitoba
      and is duly authorized to carry on its business as presently carried on
      by it;
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | (b)            
        it is in the business of conducting scientific research and experimental
        development in respect to pharmaceutical and biotechnical products and
        possesses substantial experience, capacity and expertise in relation thereto;                                                                                                                                                                                                                                                                                                       
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (c)            
        it will promptly acquire the facilities and employees necessary to carry
        out the research and development activities required of it pursuant to
        this Agreement;                                                                                                                                                                                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (d)            
        it has full capacity, power and authority to enter into this Agreement
        and all other agreements and instruments to be entered into by it pursuant
        to this Agreement and to carry out its obligations under this Agreement
        and all other agreements and instructions to be entered into by it pursuant
        to this Agreement;                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (e)            
        the execution and delivery of this Agreement and all other agreements
        and instruments to be executed by it pursuant to this Agreement and the
        performance of its obligations under this Agreement and such other agreements
        and instruments have been duly authorized by all necessary corporate action
        on the part of Development Co and will not violate any right of any third
        party including, but not limited to, rights arising from any agreement
        between Development Co and any third party;
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (f)            
        it has not entered into and will not enter into any agreement with any
        other third party inconsistent with this Agreement; and                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | (g)            
        this Agreement constitutes or will constitute valid and binding obligations
        upon Development Co enforceable against Development Co in accordance with
        its terms and conditions.                                                                                                                                                                                                                                                                                                                                                     

ARTICLE 5 - PROPERTY RIGHTS AND CONFIDENTIALITY

5.1Property
  Rights. Development Co acknowledges and agrees that title to and ownership
  of the Technology and any and all copyright, patent rights, or other intellectual
  property rights of any nature of Medicure whatsoever therein are and shall remain
  the confidential and proprietary property of Medicure, and shall be deemed to
  be Confidential Information of Medicure, and Development Co forever disclaims
  any rights thereto.

**5.2**            Confidential
  Information

| |  | (a)        
          Non-Disclosure. Development Co shall:
| |  | -----------------------------------------------------------
|
| |  |                                                            
|
| |  |                                                            

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| |  |                                                                                                                                             | (iii)
                 not directly or indirectly disclose,
        allow access to, transmit or transfer any Confidential Information to
        a third party; and                
| |  | ------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                             |                                                                                                                                                                                     
| |  |                                                                                                                                             | (iv)
                  not copy or reproduce any
        Confidential Information except as may reasonably required for Development
        Co to satisfy its obligations hereunder.
| |  |                                                                                                                                             |                                                                                                                                                                                     
| |  |                                                                                                                                             |                                                                                                                                                                                     
| |  |                                                                                                                                             |                                                                                                                                                                                     
| |  | (b)        
          Exclusions.  The following shall not be considered
      Confidential Information for the purposes of this Agreement:
| |  |                                                                                                                                             |                                                                                                                                                                                     
| |  |                                                                                                                                             | (i)
                   information which is
        or becomes in the public domain through no fault or act of Development
        Co;                                              

| |  |  | (ii) 
          information which was independently developed by Development 
        Co without the use of or reliance on the Confidential Information;                                                                                                                                                                   
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |                                                                                                                                                                                                                                                                                                                            
| |  |  | (iii) 
        information which was provided to Development Co by a third party
        under no duty of confidentiality to Medicure; or                                                                                                                                                                                  
| |  |  |                                                                                                                                                                                                                                                                                                                            
| |  |  | (iv) 
        information which is required to be disclosed by law, provided that
        prompt prior notice thereof shall be given to Medicure in order to
        provide Medicure with the opportunity to maintain the confidentiality
        of the Confidential Information which is still required to be disclosed.

| |  | (c)        
            Injunction. Development Co acknowledges and
        agrees that Development Co's faithful observance of all covenants in this
        Agreement is an essential  condition to the rights granted to it
        hereunder and that Medicure requires absolute  compliance. Development
        Co further acknowledges and agrees that damages  may not be an adequate
        remedy to compensate Medicure for any breach of  Development Co's
        obligations contained in this Agreement and, accordingly,  Development
        Co agrees that in addition to any and all remedies available,  Medicure
        shall be entitled to obtain relief by way of a temporary or permanent 
        injunction to enforce the obligations contained in this Agreement.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 6 - INDEMNITY BY DEVELOPMENT CO

**6.1**            Identity

| |  |  | (d)        
           Development Co shall indemnify Medicure and hold Medicure
        harmless from and against all costs, claims and demands made against Medicure
        by a third party arising out of or resulting from any infringement by
        the Technology of a third party's intellectual property rights, provided
        that:
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | (iv) | Development Co shall not be liable if any infringement
        claim is based solely upon the use of the Technology in combination or
        in conjunction with any other technology not developed by or on behalf
        of Development Co; and                                                 
| |  | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      |                                                                                                                                                                                                                                                                                                     
| |  |      | (ii) 
          Medicure notifies Development Co promptly in writing of the claim,
        allows Development Co to fully control the defense of such claim, allows
        Development Co to fully control any settlement of such claim, and cooperates
        fully in the defense of such claim.

| |  | (b)        
           Options Available to Development Co. Should the
        Technology become, or in Development Co's opinion is likely to become,
        the subject of any claim of infringement, Development Co may procure for
        Medicure the right to continue using the Technology, or Development Co
        may modify the Technology to make it non-infringing. In the event a court
        of competent jurisdiction rules that the Technology does infringe a third
        party's intellectual property rights, and should Development Co not be
        capable of modifying the Technology to make it non- infringing, then this
        Agreement will be deemed to be terminated.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | (c) No Other Liability. Section 6.1(a) and (b) state
        the entire liability of Development Co with respect to any infringement
        by the Technology of a third party's intellectual property rights, and
        Development Co shall have no other liability with respect to any such
        infringement.                                                                                                                                                                                                                                                                                                                                                                                      

ARTICLE 7 - NON-COMPETITION, AND NON-SOLICITATION

7.1 Non-Competition.
  Development Co agrees that during the Term of this Agreement, and for a period
  of one (1) year immediately following the termination of this Agreement for
  any reason whatsoever, without the prior written approval of Medicure, Development
  Co shall not, either individually or in partnership or in conjunction with any
  person, firm, association, syndicate, corporation or entity as principal, agent,
  shareholder, licensee, owner, investor, partner (inactive or otherwise), or
  in any other manner whatsoever, directly or indirectly, carry on or be engaged
  in or be concerned with or interested in or advised, to lend money to, and guarantee
  the debts or obligations of or permit its name or any part thereof to be used
  or employed by any person, firm, association, syndicate, corporation or entity
  engaged in or concerned with or interested in, within the Territory, the business
  of Medicure, or any business similar to the business being carried on by Medicure,
  or that could reasonably be viewed as being competitive with the business of
  Medicure. For the purposes of this Article, "business" means the business of
  Medicure as it relates to Development Projects.

Development
  Co hereby agrees that all restrictions in this section 7.1 are reasonable and
  valid and all defences to the strict enforcement thereof by Medicure are hereby
  waived by Development Co.

7.2            Non-Solicitation.
  Development Co agrees that during the Term of this Agreement, and for a period
  of one (1) year immediately following the termination of this Agreement for
  any

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reason whatsoever, Development Co shall not, directly or indirectly,
  either personally or by agent or by letters, circulars or advertisements, whether
  on its own behalf or on behalf of any other person, firm, association, syndicate,
  corporation or entity:

| | (c) | contact, canvass, solicit, induce or attempt to
        induce or do business of a similar nature as that of Medicure, with any
        person, firm, association, syndicate, corporation, or entity which was
        a client, customer, licensee of or an independent contractor to Medicure
        at the time of such termination or any time during the one (1) year period
        immediately preceding such termination;           
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | hire any employee of or independent contractor to
        Medicure, or contact, canvass, solicit, induce or attempt to induce any
        person who was an employee of or an independent contractor to Medicure
        at the time of such termination or any time during the one (1) year period
        immediately preceding such termination, to terminate their employment
        or independent contracting agreement with Medicure.

Development
  Co hereby agrees that all restrictions in this section 7.3 are reasonable and
  valid and all defences to the strict enforcement thereof by Medicure are hereby
  waived by Development Co.

ARTICLE 8 - TERM AND TERMINATION

8.1            Term.
  Provided that Development Co continues to comply with the terms and conditions
  set forth in this Agreement, the term of this Agreement (the "Term") shall commence
  from the date hereof and shall remain in force until the completion of all research
  and development activities by Development Co, and the written acknowledgement
  by both parties that no further Development Projects will be undertaken pursuant
  to this Agreement.

**8.2Termination.**
  In addition to the rights of termination set out in this Agreement, this Agreement
  may be terminated as follows:

| |  | (a) immediately by Medicure providing Development Co
        with notice that Medicure is aware that Development Co conducting itself
        in a manner that is detrimental to Medicure;                                                                                                                                                                                                                                                                                                                                                          
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (b) if Development Co becomes insolvent or unable to
        pay its debts as they become due or ceases to pay its debts as they become
        due in the ordinary course of business or makes an assignment to the benefit
        of its creditors or is liquidated or dissolved or any proceedings are
        commenced against Development Co under any debtor's relief law and such
        proceedings have not been vacated or set aside within sixty (60) days
        or a receiver is appointed for Development Co or any of its assets;
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (c) if Medicure fails to pay to Development Co any amounts
        as provided for under this Agreement, Development Co may terminate this
        Agreement after                                                                                                                                                                                                                                                                                                                                                                                  

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| |  | giving Medicure forty-five (45) days prior written
        notice of such failure, and where such failure is not cured within such
        forty-five (45) day period;               
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                      
| |  | (d) 
        by Medicure at any time by providing Development Co with at least thirty
        (30) days prior written notice of its intention to terminate this Agreement;
        or
| |  |                                                                                                                                                                                      
| |  | (e) by
        Development Co at any time by providing Medicure with at least ninety
        (90) days prior written notice of its intention to terminate this Agreement.            

**8.3Effect
  of Termination.** Upon termination of this Agreement:

| |  | (a) Development
        Co shall immediately deliver to Medicure any of Medicure's Confidential
        Information provided hereunder;                              
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                      
| |  | (b)  Development
        Co shall cease all activity related to a Development Project and shall
        refrain from further use of the Confidential Information; and
| |  |                                                                                                                                                                      
| |  | (c) Medicure
        shall immediately pay all monies due to Development Co as of the termination
        date.                                                      

ARTICLE 9 - GENERAL

9.1 Notice.
  Any notice, demand, or other communication ("notice") required or permitted
  to be given or made hereunder shall be in writing and shall be sufficiently
  given or made if delivered in person during normal business hours on a Business
  Day, sent by prepaid first class registered mail, or sent by any electronic
  means of sending messages, including facsimile transmission and electronic mail
  ("Electronic Transmission"), during normal business hours on a Business Day,
  and addressed as follows:

| |  | (a) | To Medicure at: 
        2nd Street, Holetown 
        St. James, Barbados 
        West Indies 
        Attention: Chris Towner 
        Facsimile No.: (246) 432-4000
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |                                                                                                                                                                        
| |  | (b) | To Development Co at: 
        135 Innovation Drive 
        Winnipeg, Manitoba 
        Attention: Jim Charlton                                                       

Each notice sent in accordance with this section shall be
  deemed to have been received at the time on the day it was delivered at such
  address, at the beginning of business on the third (3rd) Business Day after
  it was mailed (excluding each Business Day during which there existed any general
  interruption of postal services due to strike, lockout, or other cause), or
  one (1) hour after they were sent on the same day that it was sent by Electronic
  Transmission, or at the start of

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- 14 -

business on the first (1st) Business Day thereafter if the
  day on which it was sent by Electronic Transmission was not a Business Day.
  Either party may change its address for notice by giving notice to the other
  party as provided in this section.

9.2            Arbitration.All matters in difference between the parties in relation to this Agreement
  shall be referred to the arbitration of a single arbitrator, if the parties
  agree upon one, otherwise to three arbitrators, one to be appointed by each
  party and a third to be chosen by the first two named before they enter upon
  the business of arbitration. The award and determination of the arbitrator or
  arbitrators or any two of the three arbitrators shall be binding upon the parties.

9.3 Further
  Assurances. Both parties shall do such acts and shall execute such further
  documents, conveyances, deeds, assignments, transfers, and the like and will
  cause the doing of such acts and will cause the execution of such further documents
  as are within its power as the other party may in writing at any time and from
  time to time reasonably request be done and/or executed, in order to give full
  effect to this Agreement.

9.4            Publicity.
  Neither party shall issue any press release or other publicity materials or
  make any representation with respect to the existence of this Agreement or the
  subject matter hereof without the prior written consent of the other party.
  However, this restriction shall not apply to announcements required by law or
  regulation except that in such event the parties shall coordinate to the extent
  possible with respect to the wording of any such announcement.

9.5            No
  Assignment. Neither this Agreement nor any rights or obligations hereunder
  shall be assignable by either party without the prior written consent of the
  other party.

9.6            Successors
  and Assigns. This Agreement shall enure to the benefit of and be binding
  upon the parties and their respective successors and permitted assigns.

9.7            Force
  Majeure. In the event that either party is prevented, delayed, or interrupted
  in performing its obligations under this Agreement due to any occurrence beyond
  its control, such as, but not limited to, strikes, walk outs, or acts of governments
  or government agencies or other authorities having jurisdiction, then such prevention,
  delay, or interruption shall not be construed to be a default under this Agreement.
  The party so prevented, delayed, or interrupted shall give notice to the other
  party of such events as soon as reasonably possible and both parties shall use
  their reasonable best efforts to comply with the terms of this Agreement notwithstanding
  such prevention, delay, or interruption.

9.8            Independent
  Parties/No Joint Venture. This Agreement does not constitute and shall not
  be construed as constituting a partnership, joint venture, or principal-agency
  relationship between the parties, and neither of the parties nor any of their
  agents shall have any power, authority, or right to obligate or bind the other
  party in any manner whatsoever.

9.9            Time
  of the Essence. Time shall be of the essence hereof.

9.10           Waiver.
  Any waiver of, or consent to depart from, the requirements of any provision
  of this Agreement shall be effective only if it is in writing and signed by
  the party giving it, and only in the specific instance and for the specific
  purpose for which it has been given. No failure

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- 15 -

on the part of any party to exercise, and no delay in exercising, any right
  under this Agreement shall operate as a waiver of such right. No single or partial
  exercise of any such right shall preclude any other or further exercise of such
  right or the exercise of any other right.

**9.11Survival.**The provisions of this Agreement expected or intended to survive termination
  or expiration of this Agreement shall so survive including, but not limited
  to, Articles 2, 4, 5, 6, 7, and 9.

**9.12Counterparts.**This Agreement may be executed by the parties in separate counterparts
  (whether by facsimile transmission or otherwise) each of which, when so executed
  and delivered, shall be deemed to constitute an original, but all of which together
  shall constitute one and the same agreement.

9.13           Effective
  Date. Notwithstanding the date of execution of this Agreement, the parties
  hereto agree that the effective date of this Agreement shall be July 5, 2004.

IN
  WITNESS WHEREOF the parties have executed this Agreement on the day and year
  first written above.

|MEDICURE INTERNATIONAL INC. |                  | CDRI Inc. |     
|--------------------------- | ---------------- | --------- | ----
|                            |                  |           |     
|                            |                  |           |     
|Per:                        | "Trevor Hassell" |           | Per:
|                            |                  |           |     
|                            |                  |           |     
|                            |                  |           |     
|Per:                        | "Chris Towner"   |           |     

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- 16 -

SCHEDULE A

DEVELOPMENT SCHEDULE

Products to be Developed: The research will consist
  of the human clinical testing of drugs for the treatment of cardiovascular diseases.
  Where feasible, the drug development focused on cardiovascular diseases will
  also be expanded to include the exploration of the use of these drugs in other
  diseases such as diabetes, anti-inflammatory diseases, and cancer. Human clinical
  testing is to be done using the format and procedures acceptable to Canada'a
  TPP and the U.S. FDA.

A particular focus of the present research will be the clinical
  drug development of compounds related to vitamin B6, pyridoxal and pyridoxal-5-phosphate.

Commencement Date


Expenditure Limit: Five Million Dollars ($5,000,000.00)
  .

Required Completion Date: Five years from the Commencement
  Date.

Specific Requirements: To prepare and facilitate the
  filing of U.S. and corresponding international patent applications in order
  to protect the composition and use of new compounds and, where compounds are
  known, to protect their use in the treatment of a particular disease.

IN WITNESS WHEREOF the parties have executed this Development
  Schedule attached to and forming part of the Development Agreement on July 5,
  2004.

|MEDICURE INTERNATIONAL INC. |                        | CDRI Inc. |     
|--------------------------- | ---------------------- | --------- | ----
|                            |                        |           |     
|                            |                        |           |     
|Per:                        | "Trevor
      Hassell" |           | Per:
|                            |                        |           |     
|                            |                        |           |     
|                            |                        |           |     
|Per:                        | "Chris
      Towner"   |           |     

---