Exhibit 4.4







 


XBIOTECH INC.


 


 


 


 


 


 










XBIOTECH 2005 INCENTIVE STOCK OPTION
PLAN


(RESTATED TO REFLECT AMENDMENTS TO DATE)






 


 

 

 

 

 

 






    

     

    

XBIOTECH
INC.


 




XBIOTECH 2005 INCENTIVE STOCK OPTION PLAN


 


 1.                          PURPOSE of the plan



 

1.1                        Purpose of this Plan. The purpose of this Plan is to promote the interests of the Company by:


 


		(a)	furnishing certain directors, officers, employees or consultants of the Company or an Affiliate
or other persons as the Compensation Committee may approve with greater incentive to further develop and promote the business and
financial success of the Company;
	 	 	 



		(b)	furthering the identity of interests of persons to whom options may be granted with those of the
shareholders of the Company generally through share ownership in the Company; and
	 	 	 



		(c)	assisting the Company in attracting, retaining and motivating its directors, officers, employees
and consultants.
	 	 	 



The Company believes that these purposes
may best be effected by granting Options to acquire Common Shares.


 


 2.                          DEFINITIONS




 


2.1                        Definitions. In this Plan, unless there is something in the subject matter or context inconsistent therewith, capitalized
words and terms will have the following meanings:


 


		(a)	"Affiliate" means a corporation that is an affiliate of the Company under the
Securities Act (British Columbia), as amended from time to time;
	 	 	 



		(b)	"Board of Directors" means the board of directors of the Company as constituted
from time to time;
	 	 	 



		(a)	“Change in Control” means:
	 	 	 



		(i)	any merger or consolidation in which voting securities of the Company possessing more than fifty
percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such transaction and the composition of the Board of Directors
following such transaction is such that the directors of the Company prior to the transaction constitute less than fifty percent
(50%) of the Board of Directors membership following the transaction;


 



    

     

    



		(ii)	any acquisition, directly or indirectly, by an person or related group of persons (other than the
Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial
ownership of voting securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the
Company’s outstanding securities;
	 	 	 



		(iii)	any acquisition, directly or indirectly, by a person or related group of persons of the right to
appoint a majority of the directors of the Company or otherwise directly or indirectly control the management, affairs and business
of the Company;
	 	 	 



		(iv)	any sale, transfer or other disposition of all or substantially all of the assets of the Company;
and
	 	 	 



		(v)	a complete liquidation or dissolution of the Company;
	 	 	 



provided however, that a Change
in Control shall not be deemed to have occurred if such Change in Control results solely from the issuance, in connection with
a bona fide financing or series of financings by the Company or any of its Affiliates, of voting securities of the Company or any
of its Affiliates or any rights to acquire voting securities of the Company or any of its Affiliates which are convertible into
voting securities;


 


		(c)	"Common Shares" means the common shares in the capital of the Company as constituted
on the Effective Date, provided that if the rights of any Participant are subsequently adjusted pursuant to Article 9 hereof, "Common
Shares" thereafter means the shares or other securities or property which such Participant is entitled to purchase after given
effect to such adjustment;
	 	 	 



		(d)	"Compensation Committee" meaning ascribed thereto in Section 5.1 of this Plan;
	 	 	 



		(e)	"Consultant" means any individual, corporation or other person engaged to provide
ongoing valuable services to the Company or an Affiliate;
	 	 	 



		(f)	"Company" means XBiotech Inc. and includes any successor corporation thereto;
	 	 	 



		(g)	"Effective Date" has the meaning ascribed thereto by Section 3.1 of this Plan;
	 	 	 



		(h)	"Eligible Person" means a director, officer, employee or Consultant of the Company
or an Affiliate or a person otherwise approved by the Compensation Committee;
	 	 	 



		(i)	"Exercise Price" means the price per Common Share at which a Participant may purchase
Common Shares pursuant to an Option, provided that if such price is adjusted pursuant to Section 9.1 hereof, "Exercise Price"
thereafter means the price per Common Share at which such Participant may purchase Common Shares pursuant to such Option after
giving effect to such adjustment;


 



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		(j)	"Legal Representative" has the meaning ascribed thereto by Section 6.7 of this
Plan; 
	 	 	 



		(k)	“Merger and Acquisition Transaction” means:
	 	 	 



		(i)	any merger;
	 	 	 



		(ii)	any acquisition;
	 	 	 



		(iii)	any amalgamation;
	 	 	 



		(iv)	any offer for shares of the Company which if successful would entitle the offeror to acquire all
of the voting securities of the Company; or
	 	 	 



		(v)	any arrangement or other scheme of reorganization;
	 	 	 



that results in a Change
in Control;


 


		(l)	"Options" means stock options granted hereunder to purchase Common Shares from
treasury pursuant to the terms and conditions hereof and as evidenced by an Option Agreement and “Option” means any
one of them;



 


		(m)	"Option Agreement" means an agreement evidencing an Option, entered into by and
between the Company and an Eligible Person;
	 	 	 



		(n)	"Outstanding Common Shares" at the time of any share issuance or grant of Options
means the number of Common Shares that are outstanding immediately prior to the share issuance or grant of Options in question,
on a non-diluted basis, excluding Common Shares issued pursuant to share compensation arrangements over the preceding one-year
period, or such other number as may be determined under the applicable rules and regulations of all regulatory authorities to which
the Company is subject, including the Stock Exchange;
	 	 	 



		(o)	"Participant" means a person to whom Options have been granted under this Plan;
	 	 	 



		(p)	"Plan" means the XBiotech 2005 Incentive Stock Option Plan, as the same may from
time to time be supplemented or amended and in effect;
	 	 	 



		(q)	"Stock Exchange" means such stock exchange or other organized market on which
the Common Shares are listed or posted for trading;
	 	 	 



		(r)	"U.S. Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended
from time to time;


 



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		(s)	“U.S. Internal Revenue Code” means the Internal Revenue Code of 1986 of the
United States, as amended from time to time;
	 	 	 



		(t)	"U.S. Nonqualified Stock Option" means an Option to purchase Common Shares other
than a U.S. Qualified Incentive Stock Option;
	 	 	 



		(u)	“U.S. Optionee” means a Participant who is a citizen or a resident of the United
States (including its territories, possessions and all areas subject to the jurisdiction); and
	 	 	 



		(v)	"U.S. Qualified Incentive Stock Option" means an Option to purchase Common Shares
with the intention that it qualify as an "incentive stock option" as that term is defined in Section 422 of the U.S.
Internal Revenue Code, such intention being evidenced by the resolutions of the Compensation Committee at the time of grant.
	 	 	 



 3.                          EFFECTIVE DATE OF PLAN




 


3.1                        Effective Date of this Plan. The effective date (the "Effective Date") of this Plan is November 11, 2005,
the date on which this Plan was deemed to be adopted by the Board of Directors.


 


4.                          COMMON SHARES SUBJECT TO PLAN




 


4.1                        Common Shares Subject to this Plan. The aggregate number of Common Shares in respect of which Options may be granted
pursuant to this Plan shall not exceed 6,000,000. The number of Common Shares in respect of which Options may be granted pursuant
to this Plan may be increased, decreased or fixed by the Board of Directors, as permitted under the applicable rules and regulations
of all regulatory authorities to which the Company is subject, including the Stock Exchange.


 


4.2                        Regranting of Shares. Upon the expiry, termination or surrender of an Option which has not been exercised in full, the
number of Common Shares reserved for issuance under that Option which have not been issued shall become available for issue for
the purpose of additional Options which may be granted under this Plan.


 


4.3                        Reservation of Shares. The Board of Directors will reserve for allotment from time to time out of the authorized but
unissued Common Shares sufficient Common Shares to provide for issuance of all Common Shares which are issuable under all outstanding
Options.


 


4.4                        No Fractional Shares. No fractional Common Shares may be purchased or issued under this Plan.


 


5.                          ADMINISTRATION OF PLAN




 


5.1                        Administration of Plan. The Board of Directors may at any time appoint a committee (the “Compensation Committee”)
to, among other things, interpret, administer and implement this Plan on behalf of the Board of Directors in accordance with such
terms and conditions as the Board of Directors may prescribe, consistent with this Plan (provided that if at any such time such
a committee has not been appointed by the Board of Directors, this Plan will be administered by the Board of Directors, and in
such event references herein to the Compensation Committee shall be construed to be a reference to the Board of Directors). The
Board of Directors will take such steps which in its opinion are required to ensure that the Compensation Committee has the necessary
authority to fulfil its functions under this Plan.


 






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5.2                        Powers of Compensation Committee.  The Compensation Committee is authorized, subject to the provisions of this Plan,
to establish from time to time such rules and regulations, make such determinations and to take such steps in connection with this
Plan as in the opinion of the Compensation Committee are necessary or desirable for the proper administration of this Plan. For
greater certainty, without limiting the generality of the foregoing, the Compensation Committee will have the power, where consistent
with the general purpose and intent of this Plan and subject to the specific provisions of this Plan and any approval of the Stock
Exchange, if applicable:


 


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



		(b)	to determine to which Eligible Persons Options are granted, and to grant, Options;
	 	 	 



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



		(d)	to determine the Exercise Price for each Option;
	 	 	 



		(e)	to determine the time or times when Options will be granted, vest and be exerciseable and to determine
when it is appropriate to accelerate when Options otherwise subject to vesting may be exercised;
	 	 	 



		(f)	to determine if the Common Shares that are subject to an Option will be subject to any restrictions
or repurchase rights upon the exercise of such Option including, where applicable, the endorsement of a legend on any certificate
representing Common Shares acquired on the exercise of any Option to the effect that such Common Shares may not be offered, sold
or delivered except in compliance with the applicable securities laws and regulations of Canada, the United States or any other
country and if any rights or restrictions exist they will be described in the applicable option agreement;
	 	 	 



		(g)	to determine the expiration date for each Option and to extend the period of time for which any
Option is to remain exerciseable in appropriate circumstances, including, without limitation, in the event of the Participant's
cessation of service or in the event of a prolonged Company-mandated trading restriction period, provided that such date may not
be later than the earlier of (A) the date which is the tenth anniversary of the date on which such Option is granted, and (B) the
latest date permitted under the applicable rules and regulations of all regulatory authorities to which the Company is subject,
including the Stock Exchange;


 



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



		(i)	to enter into an Option Agreement evidencing each Option which will incorporate such terms as the
Compensation Committee in its discretion deems consistent with this Plan;
	 	 	 



		(j)	to take such steps and require such documentation from Eligible Persons which in its opinion are
necessary or desirable to ensure compliance with the rules and regulations of the Stock Exchange and all applicable laws;
	 	 	 



		(k)	to adopt such modifications, procedures and subplans as may be necessary or desirable to comply
with the provisions of the laws of Canada, the United States and other countries in which the Company or its Affiliates may operate
to ensure the viability and maximization of the benefits from the Options granted to Participants residing in such countries and
to meet the objectives of this Plan; and
	 	 	 



		(l)	to determine such other matters as provided for herein.



 


6.                          GRANT OF OPTIONS




 


Subject to the rules
set out below, the Compensation Committee (or in the case of any proposed Participant who is a member of the Compensation Committee,
the Board of Directors) may from time to time grant to any Eligible Person one or more Options as the Compensation Committee deems
appropriate:


 


6.1                        Date Option Granted.  The date on which an Option will be deemed to have been granted under this Plan will be the date
on which the Compensation Committee authorizes the grant of such Option or such other date as may be specified by the Compensation
Committee at the time of such authorization.


 


6.2                        Number of Common Shares/Maximum Grant.  The number of Common Shares that may be purchased under any Option will be determined
by the Compensation Committee, provided that the number of Common Shares reserved for issuance to any one person pursuant to this
Plan shall not, in aggregate, exceed 5% of the total number of Outstanding Common Shares. A Participant who holds Options at the
time of granting an Option, may hold more than one Option.


 


6.3                        Exercise Price.  The Exercise Price per Common Share under each Option will be the fair market value of such shares
at the time of grant, expressed in terms of money, as determined by the Compensation Committee, in its sole discretion, provided
that such price may not be less than the lowest price permitted under the applicable rules and regulations of all regulatory authorities
to which the Company is subject, including the Stock Exchange.


 


6.4                        Option Agreements. Each Option will be evidenced by an Option Agreement which incorporates such terms and conditions
as the Compensation Committee in its discretion deems appropriate and consistent with the provisions of this Plan (and the execution
and delivery by the Company of an Option Agreement with a Participant shall be conclusive evidence that such Option Agreement incorporates
terms and conditions approved by the Compensation Committee and is consistent with the provisions of this Plan). Each Option Agreement
will be executed by the Participant to whom the Option is granted and on behalf of the Company by any member of the Compensation
Committee or any officer of the Company or such other person as the Compensation Committee may designate for such purpose.


 



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6.5                        Term of Options. Each Option will expire on the earlier of:


 


		(a)	the date determined by the Compensation Committee and specified in the Option Agreement pursuant
to which such Option is granted, provided that such date may not be later than the earlier of (A) the date which is the tenth anniversary
of the date on which such Option is granted, and (B) the latest date permitted under the applicable rules and regulations of all
regulatory authorities to which the Company is subject, including the Stock Exchange;
	 	 	 



		(b)	in the event the Participant ceases to be an Eligible Person for any reason, other than the death
of the Participant or the termination of the Participant for cause, such period of time after the date on which the Participant
ceases to be an Eligible Person as may be specified by the Compensation Committee, which date shall not exceed three months following
the termination of the Participant’s employment with the Company or in the case of options granted to a director or Consultant,
three months following the Participant ceasing to be a director or a Consultant, unless the Compensation Committee otherwise determines,
and which period will be specified in the Option Agreement with the Participant with respect to such Option;
	 	 	 



		(c)	in the event of the termination of the Participant as a director, officer, employee or Consultant
of the Company or an Affiliate for cause, the date of such termination;
	 	 	 



		(d)	in the event of the death of a Participant prior to: (A) the Participant ceasing to be an
Eligible Person; or (B) the date which is the number of days specified by the Compensation Committee pursuant to subparagraph
(b) above from the date on which the Participant ceased to be an Eligible Person; the date which is one year after the date of
death of such Participant or such other date as may be specified by the Compensation Committee and which period will be specified
in the Option Agreement with the Participant with respect to such Option; and
	 	 	 



		(e)	notwithstanding the foregoing provisions of subparagraphs (b), (c) and (d) of this Section
6.5, the Compensation Committee may, subject to regulatory approval, at any time prior to expiry of an Option extend the period
of time within which an Option may be exercised by a Participant who has ceased to be an Eligible Person, but such an extension
shall not be granted beyond the original expiry date of the Option as provided for in subparagraph (a) above.



 


Notwithstanding the foregoing, except as
expressly permitted by the Compensation Committee, all Options will cease to vest as at the date upon which the Participant ceases
to be an Eligible Person.


 






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6.6                        Change
in Status. A change in the status, office, position or duties of a Participant from the status, office, position or duties
held by such Participant on the date on which the Option was granted to such Participant will not result in the termination of
the Option granted to such Participant provided that such Participant remains a director, officer, employee or Consultant of the
Company or an Affiliate.


 


6.7                        Non-Transferability of Options.  Each Option Agreement will provide that the Option granted thereunder is not transferable
or assignable and may be exercised only by the Participant or, in the event of the death of the Participant or the appointment
of a committee or duly appointed attorney of the Participant or of the estate of the Participant on the grounds that the Participant
is incapable, by reason of physical or mental infirmity, of managing their affairs, the Participant's legal representative or such
committee or attorney, as the case may be (the "Legal Representative").


 


6.8                        Representations and Covenants of Participants.  Each Option Agreement will contain representations and covenants of
the Participant that:


 


		(a)	the Participant is a director, officer, employee, or Consultant of the Company or an Affiliate
or a person otherwise approved as an "Eligible Person" under this Plan by the Compensation Committee;
	 	 	 



		(b)	the Participant has not been induced to enter into such Option Agreement by the expectation of
employment or continued employment with the Company or an Affiliate;
	 	 	 



		(c)	the Participant is aware that the grant of the Option and the issuance by the Company of Common
Shares thereunder are exempt from the obligation under applicable securities laws to file a prospectus or other registration document
qualifying the distribution of the Options or the Common Shares to be distributed thereunder under any applicable securities laws;
	 	 	 



		(d)	upon each exercise of an Option, the Participant, or the Legal Representative of the Participant,
as the case may be, will, if requested by the Company, represent and agree in writing that the person is, or the Participant was,
a director, officer, employee or Consultant of the Company or an Affiliate or a person otherwise approved as an "Eligible
Person" under this Plan by the Compensation Committee and has not been induced to purchase the Common Shares by expectation
of employment or continued employment with the Company or an Affiliate, and that such person is not aware of any commission or
other remuneration having been paid or given to others in respect of the trade in the Common Shares; and
	 	 	 



		(e)	if the Participant or the Legal Representative of the Participant exercises the Option, the Participant
or the Legal Representative, as the case may be, will prior to and upon any sale or disposition of any Common Shares purchased
pursuant to the exercise of the Option, comply with all applicable securities laws and all applicable rules and regulations of
all regulatory authorities to which the Company is subject, including the Stock Exchange, and will not offer, sell or deliver any
of such Common Shares, directly or indirectly, in the United States or to any citizen or resident of, or any Company, partnership
or other entity created or organized in or under the laws of, the United States, or any estate or trust the income of which is
subject to United States federal income taxation regardless of its source, except in compliance with the securities laws of the
United States.



 






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6.9                        Provisions Relating to Share Issuances.  Each Option Agreement will contain such provisions as in the opinion of the
Compensation Committee are required to ensure that no Common Shares are issued on the exercise of an Option unless the Compensation
Committee is satisfied that the issuance of such Common Shares will be exempt from all registration or qualification requirements
of applicable securities laws and will be permitted under the applicable rules and regulations of all regulatory authorities to
which the Company is subject, including the Stock Exchange. In particular, if required by any regulatory authority to which the
Company is subject, including the Stock Exchange, an Option Agreement may provide that shareholder approval to the grant of an
Option must be obtained prior to the exercise of the Option or to the amendment of the Option Agreement.


 


 7.                          U.S. Qualified INCENTIVE STOCK OPTION PROVISIONS


 




To the extent required
by Section 422 of the U.S. Internal Revenue Code, U.S. Qualified Incentive Stock Options shall be subject to the following additional
terms and conditions and if there is any conflict between the terms of this Article and other provisions under this Plan, the provisions
under this Article shall prevail:


 


7.1                        Eligible Employees.  All classes of employees of the Company or one of its parent corporations or subsidiary corporations
may be granted U.S. Qualified Incentive Stock Options. U.S. Qualified Incentive Stock Options shall only be granted to U.S. Optionees
who are, at the time of grant, officers, key employees or directors of the Company or one of its parent corporations or subsidiary
corporations (provided, for purposes of this Article 7 only, such directors are then also officers or key employees of the Company
or one of its parent corporations or subsidiary corporations). For purposes of this Article 7, "parent corporation" and
"subsidiary corporation" shall have the meanings attributed to those terms for the purposes of Section 422 of the U.S.
Internal Revenue Code. Any director of the Company who is a U.S. Optionee shall be ineligible to vote upon the granting of such
Option; and for greater certainty, contractors of the Company or subsidiary corporations may not be granted U.S. Qualified Incentive
Stock Options.


 


7.2                        Dollar Limitation.  To the extent the aggregate fair market value (determined as of the grant date) of Common Shares
with respect to which U.S. Qualified Incentive Stock Options are exercisable for the first time by a U.S. Optionee during any calendar
year (under this Plan and all other stock option plans of the Company) exceeds U.S. $100,000, such portion in excess of U.S. $100,000
shall be treated as a U.S. Nonqualified Stock Option. In the event the U.S. Optionee holds two or more such Options that become
exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such
Options are granted.


 






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7.3                        10% Shareholders.  If any U.S. Optionee to whom an U.S. Qualified Incentive Stock Option is to be granted under this
Plan at the time of the grant of such U.S. Qualified Incentive Stock Option is the owner of shares possessing more than ten percent
(10%) of the total combined voting power of all classes of shares of the Company, then the following special provisions shall be
applicable to the U.S. Qualified Incentive Stock Option granted to such individual:


 


		(i)	the Exercise Price (per Common Share) subject to such U.S. Qualified Incentive Stock Option shall
not be less than one hundred ten percent (110%) of the fair market value of one Common Share at the time of grant; and
	 	 	 



		(ii)	for the purposes of this Article 7 only, the option exercise period shall not exceed five (5) years
from the date of grant.



 


The determination of 10% ownership shall
be made in accordance with Section 422 of the U.S. Internal Revenue Code.


 


7.4                        Exercisability.  To qualify for U.S. Qualified Incentive Stock Option tax treatment, an Option designated as a U.S.
Qualified Incentive Stock Option must be exercised within three months after termination of employment for reasons other than death,
except that, in the case of termination of employment due to total disability, such Option must be exercised within one year after
such termination. Employment shall not be deemed to continue beyond the first 90 days of a leave of absence unless the U.S. Optionee's
reemployment rights are guaranteed by statute or contract. For purposes of this Section 7.4, "total disability" shall
mean a mental or physical impairment of the U.S. Optionee which is expected to result in death or which has lasted or is expected
to last for a continuous period of 12 months or more and which causes the U.S. Optionee to be unable, in the opinion of the Company
and two independent physicians, to perform his or her duties for the Company and to be engaged in any substantial gainful activity.
Total disability shall be deemed to have occurred on the first day after the Company and the two independent physicians have furnished
their opinion of total disability to the Compensation Committee.


 


7.5                        Taxation of U.S. Qualified Incentive Stock Options.  In order to obtain certain tax benefits afforded to U.S. Qualified
Incentive Stock Options under Section 422 of the U.S. Internal Revenue Code, the U.S. Optionee must hold the Common Shares issued
upon the exercise of a U.S. Qualified Incentive Stock Option for two years after the date of grant of the U.S. Qualified Incentive
Stock Option and one year from the date of exercise. A U.S. Optionee may be subject to U.S. alternative minimum tax at the time
of exercise of a U.S. Qualified Incentive Stock Option. The Compensation Committee may require a U.S. Optionee to give the Company
prompt notice of any disposition of shares acquired by the exercise of a U.S. Qualified Incentive Stock Option prior to the expiration
of such holding periods.


 


7.6                        Transferability.  No U.S. Qualified Incentive Stock Option granted under this Plan may be assigned or transferred by
the U.S. Optionee other than by will or by the laws of descent and distribution, and during the U.S. Optionee's lifetime, such
U.S. Qualified Incentive Stock Option may be exercised only by the U.S. Optionee.


 






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7.7                        Compensation Committee Governance if U.S. Registrant.  If and so long as the Common Shares are registered under Section
12(b) or 12(g) of the U.S. Securities Exchange Act, the Board of Directors will consider in selecting the members of the Compensation
Committee, with respect to any persons subject or likely to become subject to Section 16 of the U.S. Securities Exchange Act, the
provisions regarding "nonemployee directors" as contemplated by Rule 16b-3 under the U.S. Securities Exchange Act.


 


7.8                        Exercise Price. Notwithstanding Section 6.3, no U.S. Qualified Incentive Stock Option granted under the Plan shall have
an Exercise Price less than the fair market value of the underlying Common Shares at the date of grant of such Option, as determined
at such time in good faith by the Board or Directors or the Compensation Committee, as the case may be.


 


7.9                        Approval by Shareholders. No U.S. Qualified Incentive Stock Option granted to a U.S. Optionee under this Plan shall
become exercisable unless and until this Plan shall have been approved by the shareholders of the Company within 12 months of approval
by the Board of Directors of the Company.


 


7.10                     Option Agreements. Each Option will be evidenced by an Option Agreement which incorporates such terms and conditions
as the Compensation Committee in its discretion deems appropriate and consistent with the provisions of this Plan (and the execution
and delivery by the Company of an Option Agreement with a Participant shall be conclusive evidence that such Option Agreement incorporates
terms and conditions approved by the Compensation Committee and is consistent with the provisions of this Plan). Each Option Agreement
will be executed by the Participant to whom the Option is granted and on behalf of the Company by any member of the Compensation
Committee or any officer of the Company or such other person as the Compensation Committee may designate for such purpose. Each
Option Agreement will specify the reasons for the Company granting Options to such Participant.


 


8.                          exercise of options




 


8.1                        Exercise of Options.  Subject to the terms and conditions of this Plan, the Compensation Committee may impose such limitations
or conditions on the exercise or vesting of any Option as the Compensation Committee in its discretion deems appropriate, including
limiting the number of Common Shares for which any Option may be exercised during any period as may be specified by the Compensation
Committee and which number of Common Shares for which such Option may be exercised in any period will be specified in the Option
Agreement with respect to such Option. Each Option Agreement will provide that the Option granted thereunder may be exercised only
by notice signed by the Participant or the Legal Representative of the Participant and accompanied by full payment for the Common
Shares being purchased. Such consideration may be paid in any combination of the following:


 


		(a)	cash, bank draft or certified cheque;
	 	 	 



		(b)	pursuant to a cashless exercise arrangement with a broker;
	 	 	 



		(c)	with the prior written consent of the Compensation Committee, through net exercise by reducing
the number of Common Shares otherwise deliverable upon exercise of an Option by such number of Common Shares as have, as determined
by the Compensation Committee, an aggregate fair market value equal to the Exercise Price at the time of exercise; or


 



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		(d)	such other consideration as the Compensation Committee may permit consistent with applicable laws.



 


As soon as practicable after any exercise
of an Option, a certificate or certificates representing the Common Shares in respect of which such Option is exercised will be
delivered by the Company to the Participant.


 


8.2                        Withholding
Tax. The Participant will be solely responsible for paying any applicable withholding taxes arising from the grant, vesting
or exercise of any Option and payment is to be made in a manner satisfactory to the Company. Notwithstanding the foregoing, the
Company will have the right to withhold from any Option or any Common Shares issuable pursuant to an Option or from any cash amounts
otherwise due or to become due from the Company to the Participant, an amount equal to any such taxes.


 


8.3                        Conditions.
Notwithstanding any of the provisions contained in this Plan or in any Option Agreement, the Company’s obligation to
issue Common Shares to a Participant pursuant to the exercise of an Option will be subject to, if applicable:


 


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



		(b)	the admission of such Common Shares to listing or quotation on the Stock Exchange; and
	 	 	 



		(c)	the receipt from the Participant of such representations, agreements and undertakings, including
as to future dealings in such Common Shares, as the Company or its counsel determines to be necessary or advisable in order to
safeguard against the violation of the securities laws of any jurisdiction.
	 	 	 



 9.                          SUSPENSION, AMENDMENT OR TERMINATION OF PLAN


 




9.1                        Suspension, Amendment or Termination of Plan. This Plan will terminate on the tenth anniversary of the Effective Date.
The Compensation Committee will have the right at any time to suspend, amend or terminate this Plan in any manner including, without
limitation, to reflect any requirements of any regulatory authorities to which the Company is subject, including the Stock Exchange,
and on behalf of the Company agree to any amendment to any Option Agreement provided that the Compensation Committee in its discretion
deems such amendment consistent with the terms of this Plan and all procedures and necessary approvals required under the applicable
rules and regulations of all regulatory authorities to which the Company is subject are complied with and obtained, but the Compensation
Committee will not have the right to:


 


		(a)	affect in a manner that is adverse or prejudicial to, or that impairs, the benefits and rights
of any Participant under any Option previously granted under this Plan (except as permitted pursuant to Article 10 and except for
the purpose of complying with applicable securities laws or the bylaws, rules and regulations of any regulatory authority to which
the Company is subject, including the Stock Exchange);


 



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		(b)	decrease the number of Common Shares which may be purchased pursuant to any Option (except as permitted
pursuant to Article 10) without the consent of such Participant;
	 	 	 



		(c)	increase the Exercise Price at which Common Shares may be purchased pursuant to any Option (except
as permitted pursuant to Article 10) without the consent of such Participant;
	 	 	 



		(d)	extend the term of any Option beyond a period of ten years or the latest date permitted under the
applicable rules and regulations of all regulatory authorities to which the Company is subject, including the Stock Exchange;
	 	 	 



		(e)	grant any Option if this Plan is suspended or has been terminated; or
	 	 	 



		(f)	change or adjust any outstanding U.S. Qualified Incentive Stock Option without the consent of the
Participant if such change or adjustment would constitute a "modification" that would cause such U.S. Qualified Incentive
Stock Option to fail to continue to qualify as a U.S. Qualified Incentive Stock Option.



 


9.2                        Powers of Compensation Committee Survive Termination. The full powers of the Compensation Committee as provided for
in this Plan will survive the termination of this Plan until all Options have been exercised in full or have otherwise expired.


 


10.                        ADJUSTMENTS




 


10.1                      Adjustments. Appropriate adjustments in the number of Common Shares subject to this Plan, as
regards Options granted or to be granted, in the number of Common Shares optioned and the applicable Exercise Price will be
conclusively determined by the Compensation Committee to give effect to adjustments in the number of Common Shares resulting
from subdivisions, consolidations, substitutions, or reclassifications of the Common Shares, the payment of stock dividends
by the Company (other than dividends in the ordinary course) or other relevant changes in the capital of the Company or from
a proposed merger, amalgamation or other corporate arrangement or reorganization involving the exchange or replacement of
Common Shares of the Company for those in another corporation. Any dispute that arises at any time with respect to any such
adjustment will be conclusively determined by the Compensation Committee, and any such determination will be binding on the
Company, the Participant and all other affected parties.


 


10.2                      Merger
and Acquisition Transaction. In the event of a Merger and Acquisition Transaction or proposed Merger and Acquisition Transaction,
the Compensation Committee, at its option, may do any of the following:


 



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		(a)	the Compensation Committee may, in a fair and equitable manner, determine the manner in which all
unexercised option rights granted under this Plan will be treated including, without limitation, requiring the acceleration of
the time for the exercise of such rights by the Participants, the time for the fulfilment of any conditions or restrictions on
such exercise, and the time for the expiry of such rights; or
	 	 	 



		(b)	the Compensation Committee or any corporation which is or would be the successor to the Company
or which may issue securities in exchange for Common Shares upon the Merger and Acquisition Transaction becoming effective may
offer any Participant the opportunity to obtain a new or replacement option over any securities into which the Common Shares are
changed or are convertible or exchangeable, on a basis proportionate to the number of Common Shares under option and the Exercise
Price (and otherwise substantially upon the terms of the Option being replaced, or upon terms no less favourable to the Participant)
including, without limitation, the periods during which the Option may be exercised and expiry dates; and in such event, the Participant
shall, if he accepts such offer, be deemed to have released his Option over the Common Shares and such Option shall be deemed to
have lapsed and be cancelled; or
	 	 	 



		(c)	the Compensation Committee may commute for or into any other security or any other property or
cash, any Option that is still capable of being exercised, upon giving to the Participant to whom such Option has been granted
at least 30 days written notice of its intention to commute such Option, and during such period of notice, the Option, to the extent
it has not been exercised, may be exercised by the Participant without regard to any vesting conditions attached thereto; and on
the expiry of such period of notice, the unexercised portion of the Option shall lapse and be cancelled.



 


Section 10.1 and subsections (a), (b) and (c) of this Section
10.2 are intended to be permissive and may be utilized independently or successively in combination or otherwise, and nothing therein
contained shall be construed as limiting or affecting the ability of the Compensation Committee to deal with Options in any other
manner. All determinations by the Compensation Committee under this Section will be final, binding and conclusive for all purposes.


 


10.3                      Limitations. The grant of Options under this Plan will in no way affect the Company’s right to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge, amalgamate, reorganize, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets or engage in any like transaction.


 


10.4                      No Fractional Shares. No adjustment or substitution provided for in this Article 10 will require the Company to issue
a fractional share in respect of any Option and the total substitution or adjustment with respect to each Option will be limited
accordingly.


 



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 11.                        GENERAL


 




11.1                      No Rights as Shareholder. Nothing herein or otherwise shall be construed so as to confer on any Participant any
rights as a shareholder of the Company with respect to any Common Shares reserved for the purpose of any Option.


 


11.2                      No Effect on Employment. Nothing in this Plan or any Option Agreement will confer upon any Participant any right to
continue in the employ of or under contract with the Company or an Affiliate or affect in any way the right of the Company or any
such Affiliate to terminate his or her employment at any time or terminate his or her consulting contract; nor will anything in
this Plan or any Option Agreement be deemed or construed to constitute an agreement, or an expression of intent, on the part of
the Company or any such Affiliate to extend the employment of any Participant beyond the time that he or she would normally be
retired pursuant to the provisions of any present or future retirement plan of the Company or an Affiliate or any present or future
retirement policy of the Company or an Affiliate, or beyond the time at which he or she would otherwise be retired pursuant to
the provisions of any contract of employment with the Company or an Affiliate. Neither any period of notice nor any payment in
lieu thereof upon termination of employment shall be considered as extending the period of employment for the purposes of the Plan.


 


11.3                      No Fettering of Directors’ Discretion. Nothing contained in this Plan will restrict or limit or be deemed to restrict
or limit the right or power of the Board of Directors in connection with any allotment and issuance of Common Shares which are
not allotted and issued under this Plan including, without limitation, with respect to other compensation arrangements.


 


11.4                      Applicable Law. The Plan and any Option Agreement granted hereunder will be governed, construed and administered in
accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.


 


11.5                      Interpretation. References herein to any gender include all genders and to the plural includes the singular and vice
versa. The division of this Plan into Sections and Articles and the insertion of headings are for convenience of reference only
and will not affect the construction or interpretation of this Plan.


 


11.6                      Reference. This Plan may be referred to as the "XBiotech 2005 Incentive Stock Option Plan".




 


 


 


 


 


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