exv10w45






Exhibit 10.45




ASSET PURCHASE AGREEMENT



This Agreement is dated as of the 18th day of December, 2008.




AMONG:





ONCOTHYREON CANADA INC., a Canadian corporation with offices located at Edmonton,
Alberta (“Oncothyreon Canada”)



AND:





BIOMIRA MANAGEMENT, INC., a Delaware corporation with offices located at Seattle,
Washington (“Biomira Management”)



AND:





ONCOTHYREON INC., a Delaware corporation with offices located at Seattle, Washington
(“Oncothyreon Parent”)




(Oncothyreon Canada, Biomira Management and Oncothyreon Parent hereinafter
collectively referred to as “Oncothyreon”)



AND:





MERCK KGaA, a German corporation with offices located at Darmstadt, Germany
(“Merck”)



AND:





EMD SERONO CANADA INC., an Ontario corporation with offices located at 2695 North
Sheridan Way, Suite 200, Mississauga, Ontario (“EMD”), an affiliate of Merck



     WHEREAS Merck and Biomira Management will be entering into an amended and restated license
agreement pursuant to which Biomira Management will license to Merck, inter alia, certain
manufacturing rights in relation to the manufacture of BLP25;



     AND WHEREAS Oncothyreon Canada and Biomira Management have agreed to sell certain assets
related to the manufacture of BLP25 to EMD and Merck and EMD and Merck have agreed to purchase such
assets from Oncothyreon Canada and Biomira Management, all upon the terms and subject to the
conditions set forth in this Agreement;



     AND WHEREAS EMD and Oncothyreon Canada have agreed on certain matters in respect of certain
employees of Oncothyreon Canada;



     NOW THEREFORE in consideration of the representations, warranties, covenants and agreements
set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency
of which is acknowledged by the parties hereto, the parties hereto covenant and agree as follows:





 




			
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ARTICLE 1

INTERPRETATION




Section 1.1 Definitions




     In this Agreement, unless otherwise provided, the following terms shall have the following
meanings:




	 	1.1.1	 	“Adjustment Date” has the meaning set out in Section 5.4;
	 
	 	1.1.2	 	“Affiliate” means any business entity that directly or indirectly controls, is
controlled by, or is under common control with either party to this Agreement. A
business entity shall be deemed to “control” another business entity if it owns,
directly or indirectly, more than fifty (50%) percent of the outstanding voting
securities, capital stock, or other comparable equity or ownership interest of such
business entity. If the laws of the jurisdiction in which such business entity
operates prohibit ownership by a party of more than fifty percent (50%), control shall
be deemed to exist at the maximum level of ownership allowed by such jurisdiction;
	 
	 	1.1.3	 	“Agreement” means this asset purchase agreement, together with any amendments
to or replacements of or substitutions for this asset purchase agreement;
	 
	 	1.1.4	 	“Applicable Law” means






	 	1.1.4.1	 	any applicable domestic or foreign law including any statute, subordinate
legislation or treaty, and
	 
	 	1.1.4.2	 	any applicable guideline, directive, rule, standard, requirement, policy,
order, judgment, injunction, award or decree of a Governmental Authority having
the force of law;






	 	1.1.5	 	“Assets” means all of Oncothyreon’s right, title and interest in and to all of
the assets that Oncothyreon uses to carry on the Purchased Business as of December18,
2008 (or in the six months prior to December18, 2008, has used to carry on the
Purchased Business subject to ordinary course of business changes, sales, replacements,
alterations, disposals, usage, breakage, and the like, during such period) including,
without limiting the generality of the foregoing: (i) the Lease; (ii) the Leased
Premises Assets; (iii) the Manufacturing Contracts; (iv) the Inventory Assets; and (v)
the Other Assets but excluding for greater certainty the Excluded Assets;
	 
	 	1.1.6	 	“Assumed Liabilities” has the meaning set out in Section 2.7;
	 
	 	1.1.7	 	“Books and Records” means: the books, records and accounts of the Purchased
Business and includes, without limitation, all material documents, data, information
and correspondence (including general correspondence in writing or







 




			
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	 	 	 	electronic form) in the possession or control of Oncothyreon and to the extent not
originals, means true and complete copies of such instruments, whether on paper or
in electronic format;
	 
	 	1.1.8	 	“BLP25” means BLP25 as defined in the License Agreement;
	 
	 	1.1.9	 	“Business Day” means a day other than a Saturday, Sunday or statutory holiday
in Alberta, Canada or Ontario, Canada;
	 
	 	1.1.10	 	“Claim” means any claim, demand, assessment, action, suit, proceeding, investigation,
cause of action, notice of action, litigation, judgement, order or decree;
	 
	 	1.1.11	 	“Closing” means the completion of the purchase and sale of the Assets and the
assumption by EMD and Merck of the Assumed Liabilities and the Transferred Employees as
contemplated by this Agreement on the Closing Date;
	 
	 	1.1.12	 	“Closing Date” means the 18th day of December, 2008 or such other date as EMD/Merck
and Oncothyreon may agree upon in writing;
	 
	 	1.1.13	 	“Closing Time” means 11:00 a.m. (Edmonton time) on the Closing Date, or such other
time as may be agreed to by EMD/Merck and Oncothyreon in writing;
	 
	 	1.1.14	 	“Confidential Information” is any and all information of a confidential nature
concerning Oncothyreon, EMD/Merck, the respective business and affairs of Oncothyreon
and EMD/Merck and the Purchased Business received in connection with this Agreement and
the prior relationships or collaborations between Oncothyreon and EMD/Merck;
	 
	 	1.1.15	 	“Disclosed Personal Information” has the meaning set forth in Section 5.3;
	 
	 	1.1.16	 	“Disclosure Schedule” means schedule set out as Schedule N to this Agreement;
	 
	 	1.1.17	 	“Environmental Law” means any Applicable Law relating to the environment including
those pertaining to






	 	1.1.17.1	 	reporting, licensing, permitting, investigating, remediating and cleaning
up in connection with any presence or Release, or the threat of the same, of
Hazardous Substances, and
	 
	 	1.1.17.2	 	the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, handling and the like of Hazardous Substances, including
those pertaining to occupational health and safety;






	 	1.1.18	 	“Excluded Assets” means those items described in Schedule O to this Agreement;
	 
	 	1.1.19	 	“Excluded Liabilities” has the meaning set out in Section 2.8;







 




			
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	 	1.1.20	 	“Governmental Authority” means any domestic or foreign legislative, executive,
judicial or administrative body or person having jurisdiction in the relevant
circumstances;
	 
	 	1.1.21	 	“Hazardous Substance” means any substance or material that is prohibited, controlled
or regulated by any Governmental Authority pursuant to Environmental Laws including
pollutants, contaminants, dangerous goods or substances, toxic or hazardous substances
or materials, wastes (including solid non-hazardous wastes and subject wastes),
petroleum and its derivatives and by-products and other hydrocarbons, all as defined in
or pursuant to any Environmental Law;
	 
	 	1.1.22	 	“Indemnified Party” means a Party to this Agreement who is seeking indemnification
pursuant to Article 4 of this Agreement;
	 
	 	1.1.23	 	“Indemnifying Party” means a Party to this Agreement from whom the Indemnified Party
is seeking indemnification pursuant to Article 4 of this Agreement;
	 
	 	1.1.24	 	“Inventory Assets” means all of Oncothyreon’s right, title and interest in those
inventory assets specified in Schedule A to this Agreement;
	 
	 	1.1.25	 	“Key Employees” means those employees listed and identified as such in Schedule H;
	 
	 	1.1.26	 	“Lease” means that certain lease agreement made as of the 18th day of December, 2008
between Edmonton Economic Development Corporation and Oncothyreon Canada;
	 
	 	1.1.27	 	“Leased Premises Assets” means all of Oncothyreon’s right, title and interest in
those leased premises assets specified in Schedule B to this Agreement;
	 
	 	1.1.28	 	“License Agreement” means that certain amended and restated license agreement dated
December 18, 2008 and made between Merck and Biomira Management, together with any
amendments to or replacements of or substitutes for such amended and restated license
agreement;
	 
	 	1.1.29	 	“Losses” means any and all claims, liabilities, obligations, losses, costs, expenses
(including reasonable legal, accounting and similar expenses), fines, taxes, levies,
deficiencies, assessments, charges, penalties, damages, settlements and judgments (the
amount of which to be determined on an after tax basis, after taking full account of
any tax benefit but after taking full account of the tax consequences of an indemnity
payment in respect of a Loss), provided, however, that the term “Losses” shall exclude
(i) any losses covered under any third party insurance policy, if any, to the extent
that the proceeds from insurance are actually received by the Indemnified Party, (ii)
the amount of any recovery, settlement or payment by or against another person, other
than the Indemnified Party, who may be liable in whole or in part for any such loss, to
the extent that such amounts are actually







 




			
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	 		 	received by the Indemnified Party, and (iii) any indirect, special or consequential
damages or loss of profits;
	 
	 	1.1.30	 	“Manufacturing Contracts” means all of Oncothyreon’s right, title and interest in
those contracts related to the development, manufacture, testing and release of BLP25
set forth in Schedule C to this Agreement;
	 
	 	1.1.31	 	“Material Adverse Effect” means, when used in connection with the Purchased Business,
any change, event, violation, inaccuracy, circumstance or effect that is or could
reasonably be expected to be materially adverse to the business, assets, liabilities,
financial condition, results of operations of the Purchased Business;
	 
	 	1.1.32	 	“Notice of Claim” means a written notice from an Indemnified Party to an Indemnifying
Party of any event, omission or occurrence which the Indemnified Party has determined
will or could give rise to Losses which are indemnifiable under this Agreement;
	 
	 	1.1.33	 	“Other Assets” means, when used in connection with the Purchased Business, all of
Oncothyreon’s right, title and interest in the assets listed in Schedule D to this
Agreement;
	 
	 	1.1.34	 	“Party” means a party to this Agreement and “Parties” means all of them;
	 
	 	1.1.35	 	“Personal Information” has the meaning set forth in Section 5.3;
	 
	 	1.1.36	 	“Premises” means the premises that are the subject of the Lease;
	 
	 	1.1.37	 	“Privacy Laws” has the meaning set forth in Section 5.3;
	 
	 	1.1.38	 	“Purchase Price” has the meaning set forth in Section 2.1;
	 
	 	1.1.39	 	“Purchased Business” means, solely in relation to BLP25, all activities at present
and generally during the six (6) month period preceding the Closing Date carried on by
Oncothyreon on a global basis specifically related to the business of developing or
optimizing manufacturing processes, developing or optimizing drug substances, drug
products and drug product presentations, developing or optimizing analytical test
methods, manufacturing, testing, releasing and supplying BLP25;
	 
	 	1.1.40	 	“Release” means any release or discharge of any Hazardous Substance including any
discharge, spray, injection, inoculation, abandonment, deposit, spillage, leakage,
seepage, pouring, emission, emptying, throwing, dumping, placing, exhausting, escape,
leach, migration, dispersal, dispensing or disposal;
	 
	 	1.1.41	 	“Specifications” means, with respect to the Inventory Assets, the specifications in
relation thereto set forth in Schedule P hereto; and







 




			
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	 	1.1.42	 	“Transferred Employees” means those employees of Oncothyreon employed in connection
with the Purchased Business whose names are set forth in Schedule E to this Agreement.





Section 1.2 Interpretation





	 	In this Agreement:
	 
	 	1.2.1	 	the inclusion of headings and a table of contents are for convenience of
reference only and are not to be considered or taken into account in construing the
provisions of this Agreement or to in any way qualify, modify or explain the effect of
any such provisions;
	 
	 	1.2.2	 	unless the context otherwise requires, references to an Article, Section,
Subsection, paragraph or Schedule, by number, letter or otherwise refer to the article,
section, subsection, paragraph or schedule, as the case may be, bearing that
designation in this Agreement;
	 
	 	1.2.3	 	words importing the singular shall include the plural and vice versa and words
importing a particular gender shall include all genders;
	 
	 	1.2.4	 	wherever the words “include”, “includes” or “including” are used, they shall
be deemed to be followed by the words “without limitation” and the words following
“include”, “includes” or “including” shall not be considered to set forth an exhaustive
list;
	 
	 	1.2.5	 	the words “hereof”, “herein”, “hereto”, “hereinafter”, “hereunder”, “herby”
and similar expressions shall be construed as referring to this Agreement in its
entirety and not to any particular section or portion of it;
	 
	 	1.2.6	 	all monetary amounts are expressed in United States currency;
	 
	 	1.2.7	 	where a term is defined in this Agreement, a derivative of that term shall
have a corresponding meaning unless the context otherwise requires; and
	 
	 	1.2.8	 	the term “actual knowledge of Oncothyreon” shall refer to the actual knowledge
of Robert Kirkman, Ed Taylor and Gary Christianson.





Section 1.3 Business Days




     If, pursuant to this Agreement, a notice must be given or an action taken within a specified
period or on or before a specified date and such period ends on, or such date falls on a day that
is not a Business Day, such notice may be given or such action may be taken on the next succeeding
day which is a Business Day.



Section 1.4 Schedules




     The following Schedules are attached hereto and form a part of this Agreement:





 




			
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Schedule A — Inventory Assets

Schedule B — Leased Premises Assets

Schedule C — Manufacturing Contracts

Schedule D — Other Assets

Schedule E — Transferred Employees

Schedule F — Assumed Liabilities

Schedule G — Allocation of Purchase Price

Schedule H — Key Employees

Schedule I  — Form of Non-Competition Agreement

Schedule J — Form of Employment Agreement — Key Employees

Schedule K — Form of Employment Agreement — Non-Key Employees

Schedule L — Legal Opinions — Oncothyreon’s Counsel

Schedule M — Form of Press Release

Schedule N — Disclosure Schedule

Schedule O — Excluded Assets

Schedule P — Specifications



Wherever any term or condition, express or implied, of such Schedules conflicts or is at variance
with any term or condition in the body of this Agreement, such term or condition in the body of
this Agreement shall prevail.




ARTICLE 2

AGREEMENT OF PURCHASE AND SALE




Section 2.1 Agreement of Purchase and Sale of Assets





	 	Subject to the terms and conditions hereinafter set forth, Oncothyreon hereby agrees to:
	 
	 	2.1.1	 	sell, assign, transfer and convey its entire right, title and interest in the
Assets (other than the Inventory Assets) to EMD and EMD agrees to purchase
Oncothyreon’s right, title and interest in the Assets (other than the Inventory Assets)
from Oncothyreon; and
	 
	 	2.1.2	 	sell, assign, transfer and convey its entire right, title and interest in the
Inventory Assets to Merck and Merck agrees to purchase Oncothyreon’s right, title and
interest in the Inventory Assets from Oncothyreon;
	 
	 	
for the aggregate purchase price of U.S. $2,526,752.03 (the “Purchase Price”), subject to
adjustment as provided in Section 2.5, which Purchase Price shall be payable by EMD and Merck to
Oncothyreon in accordance with Section 2.3.





Section 2.2 Closing Time




     The purchase and sale of the Assets shall be effective as of the Closing Time.



Section 2.3 Payment of Purchase Price




     The Purchase Price shall be paid as follows:





 




			
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	 	2.3.1	 	U.S.$547,597.42 to Oncothyreon Canada from EMD for the Leased Premises Assets,
the Lease, the Manufacturing Contracts and the Other Assets; and
	 
	 	2.3.2	 	U.S.$1,979,154.61 to Biomira Management from Merck for the Inventory Assets





     The Purchase Price shall be paid in full by EMD and Merck to Oncothyreon Canada and Biomira
Management as set forth above at Closing by way of wire transfer of immediately available funds to
a bank designated by them or by such other means as Oncothyreon Canada and Biomira Management may
designate in writing.



Section 2.4 Allocation of Purchase Price




     The Purchase Price shall be allocated among the Assets in the manner described in Schedule G
to this Agreement.



Section 2.5 Adjustment




     The Purchase Price has been determined in part on the basis that the Inventory Assets have a
value of U.S.$1,979,154.61 as of the date hereof. The Inventory Assets located at the facilities of
Oncothyreon Canada in Edmonton, Alberta will be confirmed as at the close of business on the
Business Day before the Closing Date by a physical count supervised jointly by representatives of
Oncothyreon and EMD/Merck. The Inventory Assets located at Baxter Pharmaceutical Solutions LLC
(“Baxter”) in Bloomington, Indiana, will be confirmed as at the close of business on the Business
Day before the Closing Date by Biomira Management. If the value of the Inventory Assets is less
than the portion of the Purchase Price allocated to such Assets in Schedule G hereto, the portion
of the Purchase Price payable to Biomira Management shall be decreased by the difference. If the
value of the Inventory Assets exceeds the portion of the Purchase Price allocated to such Assets in
Schedule G hereto, the portion of the Purchase Price payable to Biomira Management shall be
increased by the difference.



Section 2.6 Goods and Services Tax and Sales Tax




     Where tax is otherwise required to be collected by Oncothyreon pursuant to Part IX of the
Excise Tax Act (Canada), Oncothyreon and EMD agree that they will make a joint election pursuant to
subsection 167(1) of the Excise Tax Act (Canada) in prescribed form, if applicable. If the
election is not available to Oncothyreon and EMD for any reason, Oncothyreon shall invoice EMD for
the Goods and Services Tax associated with the transfer of the Assets and EMD shall pay the Goods
and Services Tax to Oncothyreon, as well as any interest or penalties for which Oncothyreon is
liable as a result of having made the election hereunder. Without duplication, EMD agrees to pay
any other applicable transfer, value added and/or sales taxes payable upon Closing or upon
registration of title to the Assets, as applicable.



Section 2.7 Assumed Liabilities




     Subject to Closing, EMD and Merck agree to assume, pay, discharge, perform and fulfill on and
after the Closing Time the following obligations and liabilities of Oncothyreon with respect to the
Assets and the Transferred Employees (collectively, the “Assumed Liabilities”):




	 	2.7.1	 	those obligations and liabilities set forth in Schedule F; and





 





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	 	2.7.2	 	all obligations required to be performed after the Closing Time pursuant to
the Manufacturing Contracts and the Lease, provided that EMD and Merck shall not assume
any obligations that arise after the Closing Time but relate to liabilities occurring
prior to the Closing Time.





Section 2.8 Excluded Liabilities




     Except as set forth in Section 2.7 or otherwise specifically set forth in this Agreement, EMD
does not and will not assume or otherwise become liable in any way for any obligations and
liabilities of Oncothyreon whatsoever that may be or become payable by Oncothyreon in relation to
the Assets and/or the Transferred Employees arising before the Closing Time, including but not
limited to any taxes resulting from or arising as a consequence of the sale of the Assets by
Oncothyreon to EMD (“Excluded Liabilities”).



Section 2.9 Transferred Employees




     EMD covenants and agrees to offer employment to each of the Transferred Employees, immediately
following the Closing Time, on the terms and pursuant to the offer letters provided by EMD to
Oncothyreon Canada under cover of EMD’s letter of December 18, 2008. EMD agrees to recognize the
length of service accrued by each Transferred Employee with Oncothyreon for statutory purposes
only. Oncothyreon shall be responsible for paying to each of the Transferred Employees all unpaid
wages, salaries, bonuses, holiday pay, vacation pay, termination pay, severance pay, change of
control payments and any retention payments arising from the Transferred Employees’ employment with
Oncothyreon and the cessation of employment with Oncothyreon.



Section 2.10 As Is





	 	Except as specifically set forth in Section 3.1 and 3.4 of this Agreement:
	 
	 	2.10.1	 	EMD and Merck acknowledge and agree that all of the Assets are being sold by
Oncothyreon to EMD and Merck, as the case may be, under this Agreement on an “as is
where is” basis; and
	 
	 	2.10.2	 	Oncothyreon makes no representation or warranty, whether express or implied, with
respect to the Assets and/or the Transferred Employees including, without limitation,
any representation as to fitness for a particular purpose or merchantable quality.





ARTICLE 3

REPRESENTATIONS AND WARRANTIES




Section 3.1 Representations and Warranties — Oncothyreon




     Oncothyreon (jointly and severally) represents and warrants to EMD/Merck that, except as set
out in the Disclosure Schedule:




	 	3.1.1	 	Oncothyreon Canada has been duly incorporated and organized and is a validly
subsisting corporation under the laws of Canada;




 


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	 	3.1.2	 	Biomira Management has been duly incorporated and organized and is a validly
subsisting corporation under the laws of Delaware;
	 
	 	3.1.3	 	Oncothyreon Parent has been duly incorporated and organized and is a validly
subsisting corporation under the laws of Delaware;
	 
	 	3.1.4	 	Oncothyreon has all requisite power and authority to enter into and perform
all of its obligations under this Agreement;
	 
	 	3.1.5	 	the execution, delivery and performance by Oncothyreon of this Agreement has
been duly and validly authorized by all necessary action of Oncothyreon;
	 
	 	3.1.6	 	this Agreement is a valid and binding obligation of Oncothyreon enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization
and other laws affecting creditor’s rights generally and the discretionary nature of
certain remedies (including specific performance and injunctive relief);
	 
	 	3.1.7	 	the execution and delivery of this Agreement by Oncothyreon and the
consummation by Oncothyreon of the transactions contemplated by this Agreement have
been duly and validly authorized and will not violate, nor be in conflict with, in
either case in a material adverse manner:






	 	3.1.7.1	 	any of the articles, by-laws or charter documents of Oncothyreon;
	 
	 	3.1.7.2	 	any provisions of any agreement or instrument to which Oncothyreon is a
party or by which it is bound; or
	 
	 	3.1.7.3	 	any law applicable to Oncothyreon or the Assets;






	 	3.1.8	 	there are no liens for taxes upon the Assets, except for statutory liens for
current taxes not yet due;
	 
	 	3.1.9	 	Oncothyreon Canada is a GST registrant and has a subsisting GST registration
number of 106795784RT0001;
	 
	 	3.1.10	 	Oncothyreon Canada is not a non-resident of Canada within the meaning of the Income
Tax Act (Canada);
	 
	 	3.1.11	 	Oncothyreon has not incurred any obligation or liability, contingent or otherwise,
for brokers’ or finders’ fees in respect of the transactions contemplated by this
Agreement for which EMD shall have any obligation or liability;
	 
	 	3.1.12	 	the Assets are all of the material assets used in carrying on of the Purchased
Business;
	 
	 	3.1.13	 	no portion of the Purchased Business is being conducted by anyone other than
Oncothyreon;







 




			
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	 	3.1.14	 	subject to the provisions thereof, Oncothyreon is the legal and beneficial owner of
the Assets, with good and marketable title thereto free and clear of all mortgages,
charges, liens, pledges, claims, security interests and other encumbrances of
whatsoever nature, and Oncothyreon has good right, power and authority to sell and
assign the Assets to EMD in the manner provided in this Agreement;
	 
	 	3.1.15	 	Oncothyreon is not in material default, nor has it received any written notice of
material default, under any agreements relating to the Assets or any of them and
Oncothyreon has no actual knowledge of any substantial physical damage to or alteration
in or to the Assets, or any of them, which would materially adversely affect the
Assets;
	 
	 	3.1.16	 	the Inventory Assets will meet the Specifications upon the release thereof as
contemplated in Section 3.4.2;
	 
	 	3.1.17	 	Oncothyreon is not a party to any material contract or commitment relating to the
Purchased Business outside the usual and ordinary course of the Purchased Business;
	 
	 	3.1.18	 	the Lease and the Manufacturing Contracts are in full force and effect and
Oncothyreon is not in breach or default in any material respect under the Lease and/or
any of the Manufacturing Contracts;
	 
	 	3.1.19	 	Oncothyreon is not a party to or bound by any guarantee, indemnification, surety or
similar obligation pertaining to the Purchased Business;
	 
	 	3.1.20	 	except for the Lease, Oncothyreon is not a party to any lease or agreement in the
nature of a lease for real property, whether as lessor or lessee pertaining to the
Purchased Business;
	 
	 	3.1.21	 	none of Oncothyreon or any of its subsidiaries has any agreement, option or
commitments to acquire any securities of any corporation or to acquire or lease any
real property or material assets to be used in or in connection with the Purchased
Business other than, in the latter case, those assets that are to be used in the usual
and ordinary course of business of the Purchased Business;
	 
	 	3.1.22	 	there are no material claims, proceedings, actions, lawsuits, administrative
proceedings or governmental investigations to the actual knowledge of Oncothyreon in
existence or contemplated or threatened against or with respect to Oncothyreon or the
Assets which could result in impairment or loss of the Assets or which might otherwise
materially adversely affect the Assets;
	 
	 	3.1.23	 	Oncothyreon has not received any written notice of violation or alleged violation of:






	 	3.1.23.1	 	the provisions of any of its contracts; or
	 
	 	3.1.23.2	 	any Applicable Laws;




 



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	 	 	 	which, in either case, could materially adversely effect the Assets;






	 	3.1.24	 	the operation of the Assets is in compliance with all Applicable Laws;
	 
	 	3.1.25	 	all material consents, licenses, permits and approvals required for the operation of
the Assets have been obtained and are in good standing in all material respects;
	 
	 	3.1.26	 	other than this Agreement, there is no agreement, option or other right or privilege
outstanding in favour of any person for the purchase from Oncothyreon of any or all of
the Assets;
	 
	 	3.1.27	 	the Books and Records have been maintained in the usual and ordinary course,
consistent with past practice and all material transactions relating to the Purchased
Business have been accurately recorded in such Books and Records and, other than in the
ordinary course of business, such Books and Records have not been altered nor has any
information been destroyed;
	 
	 	3.1.28	 	other than where the contrary would not materially and adversely impact title to, or
the value of, the Assets or would not create any liability or obligation of EMD
following the Closing Time:






	 	3.1.28.1	 	Oncothyreon has not received any written notice of any non-compliance with
any Environmental Law;
	 
	 	3.1.28.2	 	Oncothyreon has not received any order or directive which relates to
environmental matters and which requires any work, repairs, construction or
capital expenditure;
	 
	 	3.1.28.3	 	Oncothyreon has not received any demand or notice with respect to the
breach of any Environmental Law applicable to Oncothyreon or the Purchased
Business;
	 
	 	3.1.28.4	 	to the actual knowledge of Oncothyreon, there are no claims, investigations
or inquiries pending or threatened against Oncothyreon based on non-compliance
with any Environmental Law;
	 
	 	3.1.28.5	 	Oncothyreon has not received any claim, complaint, notice, letter of
violation, inquiry or request for information involving any matter which
remains unresolved as of the date hereof with respect to any alleged violation
of any Environmental Law or regarding potential liability under any
Environmental Law; and
	 
	 	3.1.28.6	 	there are no sites, locations or operations at which Oncothyreon is
currently undertaking, or has completed, any removal, remedial or response
action relating to any disposal or Release of environmental contaminants, as
required by Environmental Laws;







 




			
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13







	 	3.1.29	 	there are no environmental permits used in or required to carry on the Purchased
Business in its usual or ordinary course;
	 
	 	3.1.30	 	Oncothyreon has not used the Leased Premises Assets or any facilities pertaining to
the Purchased Business, or permitted them to be used, to generate, manufacture, refine,
treat, transport, store, handle, dispose, transfer, produce or process Hazardous
Substances except in compliance in all material respects with all Environmental Laws;
	 
	 	3.1.31	 	Oncothyreon has provided EMD with copies of all analyses and monitoring data for
soil, groundwater and surface water and all reports pertaining to any environmental
assessments or audits relating to the Purchased Business that were obtained by, or are
in the possession or control of, Oncothyreon;
	 
	 	3.1.32	 	Oncothyreon does not have any outstanding bonds, debentures, mortgages, notes or
other indebtedness and is not subject to any agreement to create any bonds, debentures,
mortgages, notes or other indebtedness, including guarantees, indemnifications or like
obligations and liabilities, relating to the Assets except for operating and other
costs relating to the Assets which are or will be incurred in the ordinary course of
Oncothyreon’s business;
	 
	 	3.1.33	 	Oncothyreon is not a party to or bound by any contract or commitment to pay any
management fee pertaining to the Purchased Business;
	 
	 	3.1.34	 	Oncothyreon does not have any written employment contract relating to the Purchased
Business with any person whomsoever;
	 
	 	3.1.35	 	there are no consultants engaged by Oncothyreon or any of its Affiliates in
connection with the Purchased Business;
	 
	 	3.1.36	 	since June 30, 2008, there have been no changes in the terms and conditions of
employment of any employees of the Purchased Business, including their salaries,
remuneration or any other payments to them, and there have been no changes in any
remuneration payable or benefits provided to any officer, director, consultant or
independent contractor of the Purchased Business and Oncothyreon has not agreed or
otherwise become committed to change any of the foregoing since that date;
	 
	 	3.1.37	 	there are no benefit plans, programs, agreements or arrangements (whether written or
unwritten) maintained, contributed to, or provided by Oncothyreon or any Affiliate
thereof for the benefit of any of its employees, former employees or independent
contractors of Oncothyreon employed or retained in connection with the Purchased
Business or their respective dependants or beneficiaries (the “Benefit Plans”)
including all bonus, deferred compensation, incentive compensation, share purchase,
share option, stock appreciation, phantom stock, savings, profit sharing, severance or
termination pay, health or other medical, life, disability or other insurance (whether
insured or self-insured), supplementary unemployment benefit, pension, retirement and
supplementary retirement plans,







 




			
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	 	 	programs, agreements and arrangements except for any statutory plans to which
Oncothyreon is obliged to contribute or comply, or plans administered pursuant to
applicable federal, provincial or state health, worker’s compensation and employment
insurance legislation;
	 
	3.1.38	 	 Oncothyreon has and is employing all Transferred Employees in compliance with all
applicable material taxation, health, labour and employment laws, rules, regulations,
notices and orders;
	 
	3.1.39	 	 there is no lien against the Assets as a result of Workers’ Compensation legislation
and, to the actual knowledge of Oncothyreon, Oncothyreon has complied in all material
respects with the requirements of the Workers’ Compensation Act (Alberta) and the
Employment Standards Act (Alberta);
	 
	3.1.40	 	 Oncothyreon is not a party to any collective bargaining agreement or other agreement
with a trade union or other employees’ association;
	 
	3.1.41	 	 to the actual knowledge of Oncothyreon, none of the Transferred Employees have
executed or are otherwise bound by a non-competition agreement which would restrict
their ability to be employed by EMD in connection with the Purchased Business; and
	 
	3.1.42	 	 none of the Assets disposed of by Oncothyreon pursuant to this Agreement are taxable
Canadian property for purposes of the Income Tax Act (Canada).






Section 3.2 Representations and Warranties — EMD and Merck




     EMD and Merck (jointly and severally) represent and warrant to Oncothyreon that:




	 	3.2.1	 	EMD has been duly incorporated and organized and is a validly subsisting
corporation under the laws of Ontario;
	 
	 	3.2.2	 	Merck has been duly incorporated and organized and is a validly subsisting
corporation under the laws of Germany;
	 
	 	3.2.3	 	EMD has all requisite power and authority to enter into and perform all of its
obligations under this Agreement;
	 
	 	3.2.4	 	Merck has all requisite power and authority to enter into and perform all of
its obligations under this Agreement;
	 
	 	3.2.5	 	the execution, delivery and performance by EMD and Merck of this Agreement has
been duly and validly authorized by all necessary action of EMD and Merck and this
Agreement is a valid and binding obligation of EMD and Merck enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization and other
laws affecting creditor’s rights generally and the discretionary nature of certain
remedies (including specific performance and injunctive relief);





 





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	 	3.2.6	 	the execution and delivery of this Agreement by EMD and Merck and the
consummation by EMD and Merck of the transactions contemplated by this Agreement have
been duly and validly authorized and will not violate, nor be in conflict with, in
either case in a material adverse manner:






	 	3.2.6.1	 	any of the articles, by-laws or charter documents of EMD or Merck, as the
case may be;
	 
	 	3.2.6.2	 	any provisions of any agreement or instrument to which EMD and/or Merck is a
party or by which it is bound; or
	 
	 	3.2.6.3	 	any law applicable to EMD and/or Merck or the Assets;






	 	3.2.7	 	EMD is a GST registrant and has a subsisting GST registration number of 12397
5260 RT; and
	 
	 	3.2.8	 	neither EMD nor Merck has incurred any obligation or liability, contingent or
otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated by
this Agreement for which Oncothyreon shall have any obligation or liability.





Section 3.3 Survival




     The representations and warranties set forth in Sections 3.1 and 3.2 hereof shall be deemed to
have been made again on the Closing Date and




	 	3.3.1	 	the representations and warranties set forth in Sections 3.1.5 and 3.1.16
shall continue in full force and effect following the Closing Date; and
	 
	 	3.3.2	 	all other representations and warranties shall continue in full force and
effect until the expiration of a period of one (1) year from the Closing Date.





Section 3.4 Inventory Asset Specifications





	 	3.4.1	 	Notwithstanding any other provision to the contrary in this Agreement, the
sole liability of Oncothyreon in relation to the Inventory Assets (including, without
limitation, the representation and warranty in Section 3.1.16 of this Agreement) shall
be to refund to Merck the amount paid by Merck pursuant to this Agreement and / or the
Amended and Restated Supply Agreement (2006) (less any amount paid by Oncothyreon to
Baxter Pharmaceutical Solutions LLC) in respect of any Inventory Assets which, after
complying with Section 3.4.2, are found not to conform with the Specifications.
	 
	 	3.4.2	 	The Parties agree, notwithstanding any provision to the contrary in this
Agreement or any other agreement, that Merck shall be responsible for properly
releasing the Inventory Assets and shall diligently pursue all such actions (including
without limitation under the Manufacturing Contracts) that are necessary and/or
desirable to permit the Inventory Assets to be released in a timely manner in
accordance with the applicable Specifications. The Parties shall cooperate in such
regard. If, after complying with its obligations above, Merck







 




			
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	 	 	alleges that any of such Inventory Assets are not capable of being released in
accordance with the applicable Specifications, Merck shall send to Oncothyreon a
written notice to such effect and the reasons therefor. If Oncothyreon disagrees
with Merck’s assertion that such Inventory Assets are not capable of being released
in accordance with the applicable Specifications, quality representatives of
Oncothyreon and Merck shall negotiate in good faith to assess the matter. In the
event that the quality representatives of Oncothyreon and Merck are unable to agree
on whether the Inventory Assets in question are capable of being released in
accordance with the applicable Specifications, then an independent laboratory or
quality assurance consultant, mutually agreed upon in writing by the Parties, shall
assess the matter and analyse samples of the alleged non-conforming Inventory Assets
to determine whether such Inventory Assets are capable of being released in
accordance with the applicable Specifications. The Parties shall be bound by the
analysis of such laboratory or consultant. The costs incurred in connection with
retaining any laboratory or quality assurance consultant shall be borne by Merck if
the Inventory Assets in question are found to be capable of being released in
accordance with the applicable Specifications and by Oncothyreon if the Inventory
Assets in question are found not to be capable of being released in accordance with
the applicable Specifications.






ARTICLE 4

INDEMNIFICATION




Section 4.1 Oncothyreon Indemnification




     Subject to the limitations set forth in Sections 3.4 and 4.3, Oncothyreon (jointly and
severally) agrees to indemnify EMD and Merck against and hold EMD and Merck harmless from any and
all Losses which EMD and Merck may suffer or incur as a result of, in respect of or arising out of:




	 	4.1.1	 	a breach of the representations and warranties of Oncothyreon under this
Agreement;
	 
	 	4.1.2	 	a breach of any covenant or agreement of Oncothyreon contained in this
Agreement;
	 
	 	4.1.3	 	subject to EMD and Merck complying with their obligations under this Agreement
in relation to the Transferred Employees, any liability relating to the employment in
connection with the Purchased Business by Oncothyreon of any employees of Oncothyreon
other than Transferred Employees who accept job offers with EMD and/or Merck; and
	 
	 	4.1.4	 	any Excluded Liabilities.




Notwithstanding any other provision herein, the liability of Oncothyreon and the indemnity granted
by Oncothyreon to EMD and Merck pursuant to Section 4.1.1 shall only apply if written notice of
such claim hereunder together with reasonable particulars is provided to Oncothyreon within one (1)
year following the Closing Date, provided that such time limitation shall not apply





 





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17


	in respect of a breach of the representation or warranty contained in Sections 3.1.5 and 3.1.16 or
a breach of the representations, warranties, covenants or agreements of Oncothyreon that is based
upon fraud. The liability of Oncothyreon and the indemnity granted by Oncothyreon to EMD and Merck
pursuant to Sections 4.1.2, 4.1.3 and 4.1.4 shall survive the Closing Date and continue in full
force indefinitely.





Section 4.2 EMD and Merck Indemnification



EMD and Merck, jointly and severally, agree to indemnify Oncothyreon against and hold Oncothyreon
harmless from any and all Losses which Oncothyreon may suffer or incur as a result of, in respect
of or arising out of:





	 	4.2.1	 	a breach of the representations and warranties of EMD and/or Merck under this
Agreement;
	 
	 	4.2.2	 	a breach of any covenant or agreement of EMD and/or Merck contained in this
Agreement; and
	 
	 	4.2.3	 	any Assumed Liabilities.




Notwithstanding any other provision in this Agreement, the liabilities of EMD and Merck and the
indemnities granted by EMD and Merck to Oncothyreon pursuant to Section 4.2.1 shall only apply if
written notice of such claim hereunder together with reasonable particulars is provided to EMD and
Merck within one (1) year following the Closing Date, provided that such time limitation shall not
apply in respect of a breach of the representations, warranties, covenants or agreements of EMD
that is based upon fraud. The liabilities of EMD and Merck and the indemnities granted by EMD and
Merck to Oncothyreon pursuant to Sections 4.2.2 and 4.2.3 shall survive the Closing Date and
continue in full force indefinitely.




Section 4.3 Limitations on Liabilities and Indemnities




     Notwithstanding anything to the contrary set out in this Agreement:




	 	4.3.1	 	other than claims under Section 3.4 hereof or claims in respect of Section
3.1.5 hereof, neither EMD nor Merck shall be entitled to recover any losses, damages or
costs (including without limitation Losses) from Oncothyreon as a result of the
indemnities set out in Section 4.1 hereof or otherwise under this Agreement until the
aggregate amount of such losses, damages or costs equals or exceeds the sum of $50,000
;
	 
	 	4.3.2	 	the sum of $1,500,000 (plus any amounts properly owing by Oncothyreon to Merck
pursuant to Section 3.4 hereof) represents the maximum aggregate liability of
Oncothyreon under this Agreement and as such the maximum aggregate amount of the
losses, damages and costs (including without limitation Losses) that EMD and Merck are
entitled to recover from Oncothyreon as a result of the indemnities set out in Section
4.1 hereof or otherwise under this Agreement other than claims made in relation to a
breach of Section 3.1.5 in which case the maximum aggregate liability of Oncothyreon
under this Agreement shall be







 




			
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	 	 	$11,000,000 (less any portion of the $1,500,000 paid by Oncothyreon to EMD or Merck
in respect of other claims hereunder);
	 
	4.3.3	 	 the Indemnifying Party and the Indemnified Party shall cooperate fully with
each other with respect to third party claims, and shall keep each other fully advised
with respect thereto (including supplying copies of all relevant documentation promptly
as it becomes available);
	 
	4.3.4	 	 if the amount of any Loss incurred by any Indemnified Party at any time
subsequent to the receipt of payment from the Indemnifying Party in respect of such
Loss is reduced by:







	 	4.3.4.1	 	any net tax benefit to the Indemnified Party; or
	 
	 	4.3.4.2	 	any recovery, settlement or otherwise under or pursuant to any insurance
coverage, or pursuant to any claim, recovery, settlement or payment by or
against another person;






then, to the extent such reduction was not considered in determining the payment
from the Indemnifying Party, the amount of such reduction shall promptly be repaid
by the Indemnified Party to the Indemnifying Party. Upon making payment in full in
respect of the Loss, the Indemnifying Party shall, to the extent of such payment,
unless expressly prohibited pursuant to the written terms of any relevant insurance
policy, be subrogated to all rights of the Indemnified Party against any third party
in respect of such Loss and the Indemnified Party shall, at the request of the
Indemnifying Party, assign all such rights to the Indemnifying Party on an “as is
where is” basis;




	 	4.3.5	 	no Party shall have the right to bring any proceedings against any other Party
for a breach of any representation, warranty, covenant or agreement contained in this
Agreement, except for a proceeding brought in accordance with the provisions of this
Article 4; and
	 
	 	4.3.6	 	no Party shall have any liability to any other Party or any other person
pursuant to this Agreement for any special, indirect or consequential damages,
including but not limited to loss of profits, loss of business opportunities or loss of
business investment.





Section 4.4 Claim for Indemnity





	 	4.4.1	 	The Indemnified Party shall notify the Indemnifying Party by a Notice of Claim
which shall be given promptly after the Indemnified Party becomes aware of its own
claim or that of a third party. A Notice of Claim shall specify in reasonable detail
the nature and any particulars of the event, omission or occurrence giving rise to a
right of indemnification hereunder. With respect to any Notice of Claim, other than a
third party claim, following receipt of Notice of Claim from the Indemnified Party, the
Indemnifying Party shall have thirty (30) days to make such investigation of the Claim
as is considered necessary or desirable. For the







 




			
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19







	 	 	 	purpose of such investigation, the Indemnified Party shall make available to the
Indemnifying Party the information relied upon by the Indemnified Party to
substantiate the Claim, together with all such other information as the Indemnifying
Party may reasonably request. If both Parties agree at or prior to the expiration
of such thirty (30) day period (or any mutually agreed upon extension thereof) to
the validity and amount of such Claim, the Indemnifying Party shall immediately pay
to the Indemnified Party the full agreed upon amount of the Claim, failing which the
matter shall be determined by a court of competent jurisdiction.
	 
	 	4.4.2	 	The Indemnified Party shall diligently and vigorously defend and contest each
third party claim, demand, suit, action or proceeding which may become or does become
the subject of a Notice of Claim, and, in any event, shall do so in the same manner as
it would defend and contest a matter for which it was not indemnified. With respect to
any third party claim, demand, suit, action or proceeding which is the subject of a
Notice of Claim, the Indemnifying Party shall, in good faith and at its own expense, be
entitled to defend, contest or otherwise protect against any such claim, demand, suit,
action or proceeding with legal counsel of its own selection, unless otherwise agreed
in writing at the Indemnifying Party’s option with the Indemnified Party. The
Indemnified Party shall have the right to participate, at its own expense, in the
defence thereof through counsel of its own choice and shall assert any and all cross
claims or counterclaims it may have. So long as the Indemnifying Party is defending in
good faith any such third party claim, demand, suit, action or proceeding, the
Indemnified Party shall at all times cooperate, at its own expense, in all reasonable
ways with, make its relevant files and records reasonably available for inspection and
copying by, and make its employees available or otherwise render reasonable assistance
to, the Indemnifying Party. In the event that the Indemnifying Party fails to timely
defend, contest or otherwise protect against any such third party claim, demand, suit,
action or proceeding, the Indemnified Party (i) shall have the right to defend, contest
and assert cross claims or counterclaims, or otherwise protect against, the same; and
(ii) may make any compromise or settlement thereof, provided that the Indemnified Party
shall not settle or dispose of any such matter without the prior written consent of the
Indemnifying Party, such consent not to be unreasonably withheld.







 




			
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ARTICLE 5

COVENANTS


Section 5.1 Covenants of Oncothyreon





	 	5.1.1	 	Except as otherwise contemplated by the Agreement or consented to in writing
by EMD, from the date of this Agreement until Closing, Oncothyreon covenants and agrees
with EMD as follows:






	 	5.1.1.1	 	to carry on the Purchased Business in the usual and ordinary course,
consistent with past practice, provided that all acts and proceedings involving
a commitment in excess of $25,000 or for more than three months duration will
be subject to the prior approval of EMD, which approval will not be
unreasonably withheld;
	 
	 	5.1.1.2	 	to use all reasonable commercial efforts to preserve intact the Assets and
the Purchased Business, organization and goodwill, to keep available the
employees of the Purchased Business as a group and to maintain satisfactory
relationships with suppliers and others with whom the Purchased Business has
business relationships;
	 
	 	5.1.1.3	 	to use all reasonable commercial efforts to cause its current insurance
policies with respect to the Purchased Business not to be cancelled or
terminated or any other coverage thereunder to lapse, unless simultaneously
with such terminations, cancellation or lapse, replacement policies
underwritten by insurance companies of nationally recognized standing providing
coverage equal to or greater than the coverage under the cancelled, terminated
or lapsed policies, and where possible, for substantially similar premiums, are
in full force and effect;
	 
	 	5.1.1.4	 	with their December 31, 2008 pay packages, Oncothyreon Canada shall pay to
the Transferred Employees all unpaid wages, bonuses, salaries, holiday pay,
vacation pay, termination pay, severance pay, change of control payments and
retention payments due up to such date (with EMD to reimburse Oncothyreon
Canada for such payments relating to the period from the Closing Time to
December 31, 2008 as per the transition services agreement with respect thereto
entered into between EMD and Oncothyreon Canada);
	 
	 	5.1.1.5	 	to promptly advise EMD in writing of the occurrence of any Material Adverse
Effect in respect of the Purchased Business or of any facts that come to their
attention which would cause any of Oncothyreon’s representations and warranties
herein contained to be untrue in any respect;
	 
	 	5.1.1.6	 	to maintain the Books and Records in the usual and ordinary course,







 




			
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21







	 	 	 	consistent with past practice, to record all transactions on a basis consistent
with that practice and to transfer to EMD on the Closing Date such Books and
Records that are onsite at the Premises in their full and complete form to EMD;
	 
	 	5.1.1.7	 	on or before the Closing Date, Oncothyreon shall take or cause to be taken
all necessary action (including all necessary corporate action) to authorize
performance of all covenants to be performed by Oncothyreon pursuant to this
Agreement including, but not restricted to, the transfer of the Assets to EMD;
	 
	 	5.1.1.8	 	on the Closing Date, Oncothyreon shall deliver or cause to be delivered to
EMD:






	 	5.1.1.8.1	 	a certificate or other instrument of Oncothyreon or of
officers of Oncothyreon as EMD or EMD’s counsel may reasonably
think necessary in order to establish that the obligations and
covenants contained in this Agreement to have been performed or
complied with by Oncothyreon at or prior to the Closing Time have
been performed or complied with and that the representations and
warranties of Oncothyreon herein given are true and correct at the
Closing Time;
	 
	 	5.1.1.8.2	 	a favourable opinion of Oncothyreon’s counsel substantially in
the form set out in Schedule L;
	 
	 	5.1.1.8.3	 	evidence of continuing insurance for any obligations or
liabilities arising before the Closing Date but for which a claim
has only been submitted following the Closing Date; and
	 
	 	5.1.1.8.4	 	the following documents:






	 	a)	 	a certified copy
of the resolutions of the directors of each of
Oncothyreon Canada, Biomira Management and Oncothyreon
Parent approving the execution of this Agreement and
matters related thereto;
	 
	 	b)	 	a certified copy
of the resolutions of the shareholders of Oncothyreon
Canada and Biomira Management approving the sale of all
or substantially all assets;
	 
	 	c)	 	the transition
services agreement between Oncothyreon Canada and EMD;
	 
	 	d)	 	the License
Agreement;







 




			
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	 	e)	 	written consent
for the assignment of the following agreements:






	 	i)	 	the Manufacturing Contracts; and
	 
	 	ii)	 	the Lease;






	 	f)	 	assignment
agreements in respect of:






	 	i)	 	the Manufacturing Contracts;
	 
	 	ii)	 	the Lease;
	 
	 	iii)	 	the equipment lease, dated January 26, 2006,
between Dell Financial Services Canada and
Biomira Inc.; and
	 
	 	iv)	 	the technology lease, dated September 20, 2007,
between Compugen Finance Inc. and Biomira Inc.;
and






	 	g)	 	the general
conveyance between Oncothyreon, EMD and Merck.






	 	5.1.1.9	 	on the Closing Date, Oncothyreon shall deliver to EMD sole and exclusive
physical possession of all keys, lock combinations, safe combinations, computer
passwords, properties, assets, books, records, documents and other items
applicable to the Assets and the Purchased Business; and
	 
	 	5.1.1.10	 	Biomira Management will have delivered to Corixa Corporation (d/b/a
GlaxoSmithKline Biologicals N.A.) a Firm Forecast, pursuant to the supply
agreement dated October 20, 2004, as amended, of its requirements for Licensed
Adjuvant in each of the eight calendar quarters for the period beginning on
April 1, 2009 and ending on March 31, 2011.





Section 5.2 Covenants of EMD and Merck





	 	5.2.1	 	Except as otherwise contemplated by this Agreement or consented to in writing
by Oncothyreon, from the date of this Agreement until Closing, EMD and Merck covenant
and agree with Oncothyreon as follows:






	 	5.2.1.1	 	on or before the Closing Date, EMD and Merck shall take all corporate action
necessary to ratify the execution of this Agreement and to authorize the
performance of all covenants to be performed by EMD and Merck pursuant to this
Agreement;
	 
	 	5.2.1.2	 	on the Closing Date, EMD and Merck shall pay the Purchase Price to







 




			
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	 	 	 	Oncothyreon in accordance with Section 2.3 hereof; and
	 
	 	5.2.1.3	 	on the Closing Date, EMD shall deliver or cause to be delivered to
Oncothyreon






	 	5.2.1.3.1	 	the following documents:






	 	a)	 	an employment
agreement, in the form set out in Schedule J, entered
into by each of the Key Employees;
	 
	 	b)	 	the transition
services agreement between Oncothyreon Canada and EMD;
	 
	 	c)	 	assignment
agreements in respect of:






	 	i)	 	the Manufacturing Contracts;
	 
	 	ii)	 	the Lease;
	 
	 	iii)	 	the equipment lease, dated January 26, 2006,
between Dell Financial Services Canada and
Biomira Inc.; and
	 
	 	iv)	 	the technology lease, dated September 20, 2007,
between Compugen Finance Inc. and Biomira Inc.;
and






	 	d)	 	the general
conveyance between Oncothyreon, EMD and Merck..






	 	5.2.1.4	 	on the Closing Date, Merck shall deliver or cause to be delivered to
Oncothyreon






	 	5.2.1.4.1	 	the following documents:






	 	a)	 	the License
Agreement; and
	 
	 	b)	 	the general
conveyance between Oncothyreon, EMD and Merck.





Section 5.3 Compliance with Privacy Laws





	 	5.3.1	 	EMD and Merck acknowledge and agree that EMD and Merck must comply at all
times with Privacy Laws which govern the collection, use and disclosure of Personal
Information disclosed to EMD and/or Merck pursuant to or in connection with this
Agreement (the “Disclosed Personal Information”).
	 
	 	5.3.2	 	Neither EMD nor Merck shall use the Disclosed Personal Information for any







 




			
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24





	 	 	 	purposes other than those related to the performance of this Agreement and the
completion of the transactions contemplated by this Agreement.
	 
	 	5.3.3	 	Each of the Parties acknowledges and confirms that the disclosure of Personal
Information is necessary for the purposes of determining if the Parties shall proceed
with the purchase and sale transaction contemplated in this Agreement and that the
disclosure of Personal Information relates solely to the carrying on of the business
which is the subject of this Agreement, or the completion of the purchase and sale
transaction contemplated in this Agreement.
	 
	 	5.3.4	 	EMD and Merck shall at all times keep strictly confidential all Disclosed
Personal Information provided to it, and shall instruct those employees responsible for
processing such Disclosed Personal Information to protect the confidentiality of that
information in a manner consistent with EMD’s and Merck’s obligations hereunder. EMD
and Merck shall ensure that access to the Disclosed Personal Information shall be
restricted to those employees or service providers of EMD and Merck who have a bona
fide need to access that information in order to fulfill their obligations in the
course of their employment or in providing services to EMD and/or Merck.
	 
	 	5.3.5	 	The Parties shall fully cooperate with one another, with the individuals to
whom the Personal Information relates, and any government authority charged with
enforcement of Privacy Laws, in responding to inquiries, complaints, requests for
access, and claims in respect of Disclosed Personal Information.
	 
	 	5.3.6	 	EMD and Merck undertake, after the Closing Date, to utilize the Disclosed
Personal Information only for those purposes for which the Disclosed Personal
Information was initially collected from or in respect of the applicable employees or
other persons.
	 
	 	5.3.7	 	If Closing does not occur, on the request of Oncothyreon, EMD and Merck shall
forthwith, other than as required by law, cease all use of the Disclosed Personal
Information acquired by EMD and/or Merck in connection with this Agreement and will
return to Oncothyreon or, at Oncothyreon’s request, destroy in a secure manner, the
Disclosed Personal Information (and any copies thereof) and provide Oncothyreon with a
certificate of a senior officer of EMD confirming such destruction.




For the purposes of this Section 5.3, “Privacy Laws” shall mean any and all Applicable Laws
relating to privacy and the collection, use and disclosure of Personal Information in all
applicable jurisdictions, including the Personal Information Protection and Electronic Documents
Act (Canada) and/or any comparable provincial law, including without limitation, the Personal
Information Protection Act (Alberta) and “Personal Information” shall mean any personal information
about an identifiable individual but does not include an individual’s business contact information.






 




			
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25






Section 5.4 Apportionment




     The Parties agree that rent expenses, property taxes, utility charges, and the like, will be
apportioned at the Closing in an equitable manner as of the close of business of the day
immediately preceding the Closing Date (the “Adjustment Date”) so that the income and expense items
with respect to the period up to and including the Adjustment Date will be for Oncothyreon’s
account and the income and expense items with respect to the period after the Adjustment Date will
be for EMD’s account. For purposes of this Section 5.4, the term “equitable manner” will mean that
Oncothyreon will be allocated such items based on a fraction, the numerator of which is the number
of days in the applicable period ending on the Adjustment Date and the denominator of which is the
total number of days in such period, and EMD will be allocated the remainder.



ARTICLE 6

NON-SOLICITATION AND NON-COMPETITION




Section 6.1 Non-Solicitation




     Subject to Section 6.3, Oncothyreon will not, in any manner whatsoever, without the prior
consent of EMD, at any time during a period of two years from the Closing Date, directly or
indirectly:




	 	6.1.1	 	induce or endeavour to induce any person to leave his or her employment with
EMD; or
	 
	 	6.1.2	 	employ or attempt to employ or assist any person to employ any person employed
by EMD.





Section 6.2 Non-Solicitation — EMD




     Subject to Section 6.3, EMD will not, in any manner whatsoever, without the prior consent of
Oncothyreon, at any time during a period of two years from the Closing Date, directly or
indirectly:




	 	6.2.1	 	induce or endeavour to induce any person employed by Oncothyreon, other than
Transferred Employees, to leave his or her employment with Oncothyreon; or
	 
	 	6.2.2	 	employ or attempt to employ or assist any person to employ any person employed
by Oncothyreon, other than Transferred Employees.





Section 6.3 Proviso




     For purposes of Section 6.1 and Section 6.2, solicitation and/or inducement shall not include
solicitation or inducement of any persons who are solicited or induced by advertising in
periodicals or newspapers of general circulation, or by an employee search firm acting on
Oncothyreon’s or EMD’s behalf, so long as Oncothyreon or EMD, as the case may be, did not direct or
encourage such firm to solicit such person. Further, Sections 6.1 and 6.2 shall not apply to the
hiring of any person who responds to such solicitations or inducements.





 




			
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26






ARTICLE 7

CLOSING, CONDITIONS AND TERMINATION




Section 7.1 Closing




     The sale and purchase of the Assets will be completed at the Closing Time at the offices of
Fraser Milner Casgrain LLP, 2900 Manulife Place, 10180 — 101 Street, Edmonton, Alberta.



Section 7.2 Conditions for the Benefit of EMD




     The sale by Oncothyreon and the purchase by EMD of the Assets is subject to the following
conditions, which are for the exclusive benefit of EMD and which are to be performed or complied
with at or prior to the Closing Time:




	 	7.2.1	 	the representations and warranties of Oncothyreon set forth in Section 3.1
will be true and correct in all material respects at the Closing Time with the same
force and effect as if made at and as of such time;
	 
	 	7.2.2	 	Oncothyreon will have performed or complied with all of the obligations and
covenants in this Agreement to be performed or complied with by Oncothyreon at or prior
to the Closing Time;
	 
	 	7.2.3	 	no action or proceeding will be pending or threatened by any person to enjoin,
restrict or prohibit:






	 	(i)	 	the sale and purchase of the Assets contemplated hereby; or
	 
	 	(ii)	 	the right of EMD to conduct the Purchased Business;






	 	7.2.4	 	non-competition agreements shall have been entered into between the Key
Employees and EMD, substantially in the form set out in Schedule I;
	 
	 	7.2.5	 	employment agreements shall have been entered into between each of the Key
Employees and EMD, substantially in the form set out in Schedule J;
	 
	 	7.2.6	 	Biomira Management will have entered into the License Agreement;
	 
	 	7.2.7	 	no Material Adverse Effect will have occurred in relation to the Purchased
Business from the date hereof to the Closing Time; and
	 
	 	7.2.8	 	all necessary steps and proceedings will have been taken to permit the Assets
to be duly and regularly transferred to and registered in the name of EMD (or as
directed by EMD) including obtaining the consents to the assignments of any contracts
or other commitments as set forth in the Disclosure Schedule.





Section 7.3 Conditions for the Benefit of Oncothyreon




     The sale by Oncothyreon and the purchase by EMD/Merck of the Assets is subject to the
following conditions, which are for the exclusive benefit of Oncothyreon and which are to be
performed or complied with at or prior to the Closing Time:





 




			
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27







	 	7.3.1	 	the representations and warranties of EMD and Merck set forth in Section 3.2
will be true and correct in all material respects at the Closing Time with the same
force and effect as if made at and as of such time;
	 
	 	7.3.2	 	EMD and Merck will have performed or complied with all of the obligations and
covenants in this Agreement to be performed or complied with by EMD and Merck prior to
the Closing Time; and
	 
	 	7.3.3	 	Merck will have entered into the License Agreement.





 Section 7.4   Waiver of Condition




     Merck, in the case of a condition set out in Section 7.2, and Oncothyreon, in the case of a
condition set out in Section 7.3, will have the exclusive right to waive the performance or
compliance of such condition in whole or in part and on such terms as may be agreed upon without
prejudice to any of its rights in the event of non-performance of or non-compliance with any other
condition in whole or in part. Any such waiver will not constitute a waiver of any other
conditions in favour of the waiving party.



 Section 7.5 Termination




     This Agreement may be terminated, by written notice:




	 	7.5.1	 	by Oncothyreon or EMD if a material breach of any representation, warranty,
covenant, obligation or other provision of this Agreement has been committed by the
other party and such breach has not been waived or cured within 30 days following the
date on which the non-breaching party notifies the other party of such breach;
	 
	 	7.5.2	 	by EMD if any condition in Section 7.2 has not been satisfied as of the
Closing Time and EMD has not waived such condition on or before the Closing Date;
	 
	 	7.5.3	 	by Oncothyreon if any condition in Section 7.3 has not been satisfied as of
the Closing Time and Oncothyreon has not waived such condition on or before the Closing
Date;
	 
	 	7.5.4	 	by written agreement of Oncothyreon and EMD; or
	 
	 	7.5.5	 	by Oncothyreon or EMD if the Closing has not occurred by January 30, 2009.





ARTICLE 8

MISCELLANEOUS




Section 8.1 Treatment of Excluded Assets




     The Parties agree that the Excluded Assets may be removed from the Premises by Oncothyreon
following the date of this Agreement until February 28, 2009. Following the Closing Time,
Oncothyreon may not enter into the Premises to remove the Excluded Assets, or for any other reason,
without the prior consent of EMD, such consent not to be unreasonably withheld, and upon
forty-eight (48) hours prior notice. The Parties agree that the Excluded





 




			
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Assets are the property of Oncothyreon, shall be removed from the Premises no later than February
28, 2009 by Oncothyreon and that EMD and Merck shall have no responsibility for, or liability for,
any damage that may occur to the Excluded Assets provided that EMD and Merck exercise the same care
with respect to storage of the Excluded Assets as they would in relation to storage of their own
assets of similar type. For greater certainty, Oncothyreon agrees to maintain insurance coverage
over the Excluded Assets for so long as they are situated on the Premises and shall, subject to EMD
and Merck exercising the standard of care referred to above in relation to the Excluded Assets, be
responsible for any damage to any of the Assets of EMD or Merck as a result of the storage at the
Premises or movement by Oncothyreon of the Excluded Assets from the Premises.




Section 8.2 Further Acts




     Each of the Parties hereto shall execute and deliver any further documents and do all acts and
things as the requesting Party may reasonably require to carry out the true intent and meaning of
this Agreement, including, without limiting the generality of the foregoing, assisting another
Party with the discharging of no longer applicable security registrations. Notwithstanding the
generality of the foregoing, Oncothyreon agrees to preserve intact and maintain any and all Books
and Records not physically transferred at the Closing Time to EMD/Merck for a period of no less
than two (2) years following the Closing Time and to provide originals and/or true copies of any
such Books and Records to Merck as soon as reasonably practicable following a written request of
the same.



Section 8.3 Parties of Interest




     This Agreement shall enure to the benefit of and be binding upon the Parties hereto, their
permitted assigns and successors.



Section 8.4 Entire Agreement




     This Agreement and the License Agreement constitute the entire agreement between the Parties
hereto with respect to the subject matter hereof and supersedes all prior negotiations, proposals
and agreements, whether oral or written, with respect to the subject matter hereof.



Section 8.5 Notices




     Any notice required to be given under the terms hereof may be given by a Party hereto by
delivering or telecopying such notice to the Party to which it is to be given at the address or
telecopy number below or at such other existing municipal address or telecopy number as that Party
may provide in writing to the other Party in lieu thereof in accordance with this Section 6.4:




	 	8.5.1	 	In the case of Oncothyreon:






	 	 	 	Biomira Management, Inc.

2601 Fourth Avenue, Suite 500

Seattle WA 98121

United States of America

Attention: President

Facsimile: (206) 801-2101








 




			
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29





	 	8.5.2	 	In the case of EMD:






	 	 	 	2695 North Sheridan Way

Suite 200

Mississauga, Ontario

L5K 2N6

Attention: President

Facsimile: (905) 919-0299






	 	8.5.3	 	In the case of Merck:






	 	 	 	Merck KGaA

Frankfurter Strasse 250

D-64293 Darmstadt

Germany

Attention: Merck Serono Legal Department

Facsimile: +49-6151-72-2373




Any such notice shall be deemed to have been received by a Party hereto immediately upon delivery
or telecopy transmission of such notice to such Party at its address or telecopy number in such
notice.




Section 8.6 Waiver




     Failure by any Party hereto to insist in any one or more instances upon the strict performance
of any one of the covenants contained herein shall not be construed as a waiver or relinquishment
of such covenant. No waiver by any Party hereto of any such covenant shall be deemed to have been
made unless expressed in writing and signed by the waiving Party.



Section 8.7 Severability




     Any provision hereof which is prohibited or unenforceable in any jurisdiction shall be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.



Section 8.8 Amendments




     No term or provision hereof may be amended, discharged or terminated, except by an instrument
in writing signed by the Parties hereto.



Section 8.9 Public Announcements and Regulatory Filings





Oncothyreon, EMD and Merck agree that a press release, substantially in the form of press
release attached as Schedule M, shall be issued by each of Oncothyreon and EMD/Merck to
announce the execution of this Agreement. With respect to any other press releases or public
statements related to the subject matter of this Agreement, except with respect to subject
matter already in the public domain or as required by law,





 




			
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30







Oncothyreon and EMD/Merck shall each provide the other party with a copy of the proposed
press release or public statement for review and approval, such approval not be unreasonably
withheld. With respect to the filing of this Agreement with the U.S. Securities and Exchange
Commission and any similar regulatory authorities, as may be required by Applicable Law,
Oncothyreon shall provide EMD/Merck with a copy of the proposed filing version of this
Agreement for review and comment.



Section 8.10 Confidentiality





Oncothyreon, EMD and Merck agree not to (directly or indirectly) disclose, allow access to,
transmit or transfer any of the other Party’s Confidential Information to a third party
without the prior written consent of the other Party hereto or unless such disclosure is
required by Applicable Law or an applicable regulatory authority. This obligation of
confidentiality shall remain in force for a period of ten (10) years from the Closing Date.
The Parties further recognize that, as contemplated in Section 8.1, there will be certain
assets and proprietary information of Oncothyreon and its Affiliates at the Premises for a
period of time following the Closing and EMD and Merck covenant and agree not to use, in any
manner, any such assets or information and to strictly maintain the confidentiality thereof.



Section 8.11 Assignment




     Oncothyreon shall not be entitled to assign this Agreement or any of its interests or
entitlements under the Agreement without the prior written consent of EMD. EMD shall be entitled to
assign this Agreement and any of its interests or entitlements under this Agreement to any one or
more of its Affiliates.



Section 8.12 Time of Essence




     Time shall be of the essence of this Agreement.



Section 8.13 Governing Law




     This Agreement shall be governed by and construed in accordance with the laws of the province
of Alberta and the federal laws of Canada applicable therein and the Parties attorn to the
exclusive jurisdiction of the courts of the Province of Alberta.



Section 8.14 Survival




     The covenants and agreements set out in Articles 3,4 and 6 and Sections 8.1, 8.2, 8.4, 8.5,
8.9 and 8.10 hereof shall survive the Closing Date.



Section 8.15 Counterparts




     This Agreement may be executed in several counterparts, each of which when so executed shall
be deemed to be an original and shall have the same force and effect as an original but such
counterparts together shall constitute but one and the same instrument.



Section 8.16 Faxed Copies




     A faxed copy or telecopy of this Agreement shall have the same force and effect as an
originally executed copy of this Agreement.





 




			
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31






ARTICLE 9

EXECUTION



This Agreement is agreed to and accepted by:




	 	 	 	 	 	 	 
	BIOMIRA MANAGEMENT, INC.	 	EMD SERONO CANADA INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Robert L. Kirkman, M.D.
	 	By:
	 	/s/ Deborah Brown
	 

	 	 
	 	 	 	 
	Title:
	 	 President & CEO
	 	Title:
	 	 Managing Director
	 
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:
	 	/s/ William Hilson
	 

	 	 
	 	 	 	 
	Title:
	 	 	 	Title: 	 	Finance Director
	 
	 	 	 	 	 	 
	 
	MERCK KGAA	 	ONCOTHYREON CANADA INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Andreas Stickler
	 	By:
	 	/s/ Robert L. Kirkman, M.D.
	 
	 	 	 	 	 	 
	Title:

	 	 Head of M&A
	 	Title:
	 	 President
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	ONCOTHYREON INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Robert L. Kirkman, M.D.	 	 	 	 
	 

	 	 	 	 	 	 
	Title:

	 	President & CEO	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	  	 	 	 	 
	 

	 	 	 	 	 	 








 




			
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Schedule A

Inventory Assets




[+]






 




			
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Schedule B

Leased Premises Assets




See Schedule D






 




			
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Schedule C

Manufacturing Contracts



1. Adjuvant Supply Agreement, dated October 20, 2004, as amended, between Corixa Corporation
(d/b/a GlaxoSmithKline Biologicals N.A.) and Biomira International Inc. (assigned to Biomira
Management Inc. on December 7, 2007)



2. Product Development and Clinical Supply Agreement, dated September 10, 1999, as amended,
between Baxter Pharmaceutical Solutions LLC and Biomira USA, Inc.






 




			
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Schedule D

Other Assets


Oncothyreon Canada Inc

Asset Listing by Department

As of September 30, 2008



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dept	 	 	 	 	 	 	 	 	 	 	 	 	 	Net Book	 	 	 	Serial	 	Model	 	 	 	 
	Code	 	Number	 	Description	 	Purch Date	 	Purch Price	 	Value	 	Manufacturer	 	Number	 	Number	 	AFE #	 	Location
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1127	 	 	3com linkswitch 1000 100b-fx d

	 	29-May-97
	 	 	5,200.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1128	 	 	3com superstack II switch 300

	 	29-May-97
	 	 	7,799.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1129	 	 	3com superstack II switch 1000

	 	29-May-97
	 	 	14,739.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1193	 	 	IBM PC server

	 	7-Jul-98
	 	 	16,000.00	 	 	 	0.00	 	 	 	 	 	23P5206	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1269	 	 	Proxima projector

	 	28-Feb-00
	 	 	6,008.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	00-2-010	 	 	 	 	 
	 	2050	 	 	 	1283	 	 	Xerox N3225, HP laserjet 4050T

	 	15-May-00
	 	 	11,422.00	 	 	 	0.00	 	 	 	 	HPUSBB 012481
	 	 	 	 	 	 	00-2-017	 	 	 	 	 
	 	2050	 	 	 	1319	 	 	Computer (former lease)

	 	8-Jul-01
	 	 	34,571.76	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	01-2-004	 	 	SRVRM

	 	2050	 	 	 	1324	 	 	Buyout of Lease

	 	31-Aug-01
	 	 	41,175.65	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	01-2-012	 	 	 	 	 
	 	2050	 	 	 	1332	 	 	Computer Lease — reclass to

	 	30-Nov-01
	 	 	154,962.20	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1403	 	 	Scanner, Fujitsu

	 	30-Sep-03
	 	 	12,000.00	 	 	 	0.00	 	 	Fujitsu
	 	 	504441	 	 	FI-4750C
	 	 	03-4-019	 	 	IS

	 	2050	 	 	 	1409	 	 	Hewlett-Packard Comp (BUSA)

	 	20-Dec-04
	 	 	69,166.22	 	 	 	0.00	 	 	Hewlett Packard
	 	 	 	 	 	 	 	 	 	 	100123	 	 	 	 	 
	 	2050	 	 	 	1417	 	 	Dell Financial Computer Lease

	 	13-Jul-05
	 	 	139,732.38	 	 	 	0.00	 	 	Dell/HP
	 	 	 	 	 	 	 	 	 	 	2/5/1932	 	 	 	 	 
	 	2050	 	 	 	1434	 	 	Citrix WANScalers 8500

	 	19-Jun-07
	 	 	8,550.91	 	 	 	5,225.49	 	 	Compugen
	 	ORB-7500-1
	 	NETCIR7500
	 	 	2/7/1951	 	 	 	 	 
	 	2050	 	 	 	1435	 	 	Leased HP Computer servers

	 	28-Sep-07
	 	 	163,524.70	 	 	 	104,474.15	 	 	Compugen
	 	 	 	 	 	HP Servers (SAN)
	 	 	2/7/1952	 	 	 	 	 
	 	2050	 	 	 	1441	 	 	HP 4050 TN Printer

	 	1-Aug-00
	 	 	2,247.42	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1452	 	 	Dell Computers BuyOutEndofTerm

	 	8-Jul-08
	 	 	25,105.00	 	 	 	23,012.92	 	 	Dell/HP
	 	 	 	 	 	 	 	 	 	 	2/8/2005	 	 	Edmonton

	 	2050	 	 	 	1459	 	 	MPSM6110 IMPRNTR/STMPS/SDDL F6

	 	30-Sep-08
	 	 	5,625.12	 	 	 	5,468.87	 	 	 	 	 	100E5487	 	 	MPSM6110
	 	 	 	 	 	 	 	 
	 	2060	 	 	 	1440	 	 	Xerox Workcentre 7665

	 	7-Nov-07
	 	 	31,500.00	 	 	 	25,725.00	 	 	Xerox
	 	VDR548760
	 	WC 7665
	 	 	8/7/1958	 	 	 	 	 
	 	2060	 	 	 	1449	 	 	Xerox Workcentre 4150XF

	 	26-May-08
	 	 	4,299.00	 	 	 	3,109.12	 	 	Xerox
	 	 	L99041198	 	 	4150XF
	 	 	 	 	 	 	 	 
	 	2060	 	 	 	1450	 	 	Walk-in Cooler

	 	3-Jun-08
	 	 	17,848.00	 	 	 	17,489.75	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Edmonton, AB

	 	2060	 	 	 	1458	 	 	Xerox Workcentre 4150S

	 	30-Sep-08
	 	 	4,299.00	 	 	 	4,227.35	 	 	Xerox
	 	 	L99358267	 	 	WC4150S
	 	 	 	 	 	 	 	 
	 	2070	 	 	 	1	 	 	van

	 	1-Jan-92
	 	 	3,500.00	 	 	 	0.00	 	 	Dodge
	 	VIN 2B7GB13TSHK278889
	 	RAM150
	 	 	 	 	 	 	 	 
	 	2070	 	 	 	160	 	 	Biomira Sign & Plaque

	 	15-Jun-92
	 	 	8,121.50	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2070	 	 	 	177	 	 	Biomira North Renovations

	 	29-Jun-92
	 	 	18,227.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2070	 	 	 	270	 	 	Electrical & Add-on Furniture

	 	20-Aug-92
	 	 	8,370.50	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2070	 	 	 	298	 	 	Forma Model 6097 Glassware Ste

	 	8-Sep-92
	 	 	8,933.80	 	 	 	0.00	 	 	Forma
	 	 	51354-375	 	 	6097	 	 	 	 	 	 	B204	 
	 	2070	 	 	 	299	 	 	Fury Glassware Dryer Model 609

	 	8-Sep-92
	 	 	9,000.00	 	 	 	0.00	 	 	Forma
	 	 	51354-376	 	 	6097	 	 	 	 	 	 	F113	 
	 	2070	 	 	 	403	 	 	Low Temperature Calibration Un

	 	16-Nov-92
	 	 	6,610.00	 	 	 	0.00	 	 	TECHNE
	 	 	31728/1	 	 	DB45M
	 	 	 	 	 	Metrology

	 	2070	 	 	 	404	 	 	High Temperature Calibration U

	 	16-Nov-92
	 	 	7,400.00	 	 	 	0.00	 	 	TECHNE
	 	 	30913/1	 	 	DB1200M
	 	 	 	 	 	Metrology

	 	2070	 	 	 	453	 	 	Vivarium Cage & Bottle Washer

	 	28-Jan-93
	 	 	36,000.00	 	 	 	0.00	 	 	Better Built
	 	 	6855	 	 	550	 	 	 	 	 	VIVARIUM

	 	2070	 	 	 	479	 	 	Waste Storage Building

	 	22-Feb-93
	 	 	10,263.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2070	 	 	 	495	 	 	Renovations to the Vivarium

	 	27-Feb-93
	 	 	131,375.39	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2070	 	 	 	574	 	 	Precision RTD Thermometer

	 	21-Jun-93
	 	 	5,437.95	 	 	 	0.00	 	 	Azonics
	 	 	T1742-3139	 	 	A1011	 	 	 	 	 	Metrology

	 	2070	 	 	 	721	 	 	Digital Pressure Calibration S

	 	8-Feb-94
	 	 	13,540.00	 	 	 	0.00	 	 	 	 	 	6051513	 	 	 	 	 	 	 	 	 	 	Metrology

	 	2070	 	 	 	904	 	 	Eagle 3000 Scientific Series S

	 	22-Sep-94
	 	 	47,804.00	 	 	 	0.00	 	 	AMSCO
	 	 	12539403	 	 	3000	 	 	 	 	 	 	L106	 
	 	2070	 	 	 	1233	 	 	Office Furniture for B

	 	1-Apr-99
	 	 	17,046.25	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	99-8-009	 	 	 	 	 
	 	2070	 	 	 	1300	 	 	Millwork- counters/fume hood

	 	23-Nov-00
	 	 	4,437.50	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	00-8-029	 	 	 	F219	 








 



			
	+	 	DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION







 





37


Oncothyreon Canada Inc

Asset Listing by Department

As of September 30, 2008



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dept	 	 	 	 	 	 	 	 	 	 	 	 	 	Net Book	 	 	 	Serial	 	Model	 	 	 	 
	Code	 	Number	 	Description	 	Purch Date	 	Purch Price	 	Value	 	Manufacturer	 	Number	 	Number	 	AFE #	 	Location
	 
	 	2070	 	 	 	1305	 	 	Front reception renovation

	 	24-Jan-01
	 	 	10,025.80	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	00-8-034	 	 	 	 	 
	 	2070	 	 	 	1312	 	 	Free standing pedestal desk (r

	 	 30-May-01
	 	 	499	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	00-8-034	 	 	 	 	 
	 	2070	 	 	 	1313	 	 	25 Chairs, various styles

	 	11-Jun-01
	 	 	8,934.00	 	 	 	0.00	 	 	All-West
	 	 	 	 	 	 	 	 	 	 	01-8-008	 	 	Immunology

	 	2070	 	 	 	1325	 	 	Finance/Clinical/Tech Op’s des

	 	29-Sep-01
	 	 	5,965.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	01-8-014	 	 	 	 	 
	 	2070	 	 	 	1327	 	 	Chair Replacements

	 	11-Oct-01
	 	 	9,990.62	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	01-8-016	 	 	 	 	 
	 	2070	 	 	 	1334	 	 	Scotsman Ice Flaker Machine

	 	8-Mar-02
	 	 	5,679.00	 	 	 	0.00	 	 	Scotsman
	 	542503-07D / AFE325AS-1A
	 	AFE325AS-1A
	 	 	02-8-003	 	 	 	B211	 
	 	2070	 	 	 	1338	 	 	Upgrade HVAC / Clean Suite Fac

	 	21-Jun-02
	 	 	43,561.95	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	02-8-008	 	 	 	 	 
	 	2070	 	 	 	1342	 	 	Stainless Steel Storage Cabine

	 	30-Jun-02
	 	 	11,050.00	 	 	 	0.00	 	 	Halbar Stainless
	 	 	 	 	 	 	 	 	 	 	02-8-007	 	 	Viv cabinets

	 	2070	 	 	 	1385	 	 	Hart Scientific Low Temp Calib

	 	1-Nov-01
	 	 	3,086.39	 	 	 	0.00	 	 	Hart Scientific
	 	 	A1A023	 	 	9402 HDRC
	 	02-12-USA
	 	 	F212	 
	 	2070	 	 	 	1401	 	 	Vivarium Expansion

	 	28-Feb-00
	 	 	71,797.77	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	00-8-011	 	 	 	 	 
	 	2070	 	 	 	1402	 	 	Basement/main floor exp. (QC)

	 	30-Mar-98
	 	 	342,938.90	 	 	 	0.10	 	 	 	 	 	 	 	 	 	 	 	 	 	99-8-007	 	 	 	 	 
	 	2070	 	 	 	1405	 	 	Stair Repairs

	 	30-Jul-04
	 	 	22,350.00	 	 	 	3,725.00	 	 	Dawson Wallace Const
	 	 	 	 	 	 	 	 	 	 	04-8-021	 	 	Edmonton

	 	2070	 	 	 	1425	 	 	Reliance 500 Glassware Washer

	 	21-Nov-05
	 	 	49,571.00	 	 	 	21,500.11	 	 	Steris
	 	 	3634305001	 	 	Reliance 500
	 	 	8/5/1938	 	 	 	F113	 
	 	2070	 	 	 	1432	 	 	Kaye CTR-80 Bath (-80C to 30C)

	 	31-Oct-06
	 	 	13,010.00	 	 	 	6,776.08	 	 	GE Sensing
	 	 	X0390	 	 	CTR-80
	 	 	8/6/1946	 	 	Metrology

	 	2070	 	 	 	1436	 	 	Walk in Cooler

	 	28-Sep-07
	 	 	15,570.00	 	 	 	12,196.50	 	 	Coral Engineering
	 	 	 	 	 	8x8x7.5 walk-in cooler
	 	 	8/7/1950	 	 	second floor F212

	 	2070	 	 	 	1437	 	 	Data and Telephone Cabling

	 	21-Sep-07
	 	 	36,808.38	 	 	 	30,253.67	 	 	R&T Networks
	 	 	 	 	 	 	 	 	 	 	2/7/1956	 	 	second floor

	 	2070	 	 	 	1444	 	 	Building Renovations 2008

	 	12-Mar-08
	 	 	102,587.00	 	 	 	90,618.54	 	 	Edmonton Economics	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2070	 	 	 	1445	 	 	Avaya Phone System

	 	31-Mar-08
	 	 	24,391.00	 	 	 	21,951.88	 	 	Telus Communications	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	8020	 	 	 	993	 	 	TOC Analyzer & Validation Supp

	 	18-Jul-95
	 	 	29,477.16	 	 	 	0.00	 	 	 	 	 	9507-276	 	 	 	 	 	 	 	 	 	 	 	F219	 
	 	8020	 	 	 	1112	 	 	REVCO 45 cu.ft fridge

	 	16-Apr-97
	 	 	4,460.83	 	 	 	0.00	 	 	Revco
	 	NB-110726
	 	REBL304AVA
	 	 	 	 	 	 	F219	 
	 	8020	 	 	 	1147	 	 	HP 6890 series gas chromatogra

	 	27-Aug-97
	 	 	51,946.77	 	 	 	0.00	 	 	 	 	US00009603
	 	 	 	 	 	 	 	 	 	 	F219	 
	 	8020	 	 	 	1179	 	 	Autosampler for existing Dione

	 	16-Apr-98
	 	 	18,090.00	 	 	 	0.00	 	 	Beckman
	 	 	00-151	 	 	508	 	 	 	 	 	 	F219	 
	 	8020	 	 	 	1261	 	 	Waters Bus/SAT kit

	 	13-Jan-00
	 	 	2,630.00	 	 	 	0.00	 	 	Waters
	 	 	 	 	 	 	 	 	 	 	00-8-001	 	 	 	F219	 
	 	8020	 	 	 	1262	 	 	Laser scattering Device s/n 10

	 	30-Jan-00
	 	 	72,235.62	 	 	 	0.00	 	 	Precision Detection
	 	 	 	 	 	PL-ELS-1000
	 	 	00-8-002	 	 	 	F219	 
	 	8020	 	 	 	1303	 	 	HPLC pump (model 2690)

	 	27-Dec-00
	 	 	44,736.91	 	 	 	0.00	 	 	Waters
	 	M99SM7648M
	 	2695	 	 	 	 00-8-001	 	 	 	F219	 
	 	8020	 	 	 	1316	 	 	HPLC system and software

	 	24-Jun-01
	 	 	68,072.50	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	01-8-010	 	 	 	F219	 
	 	8020	 	 	 	1341	 	 	Evaporativ Light Scattering De

	 	15-May-01
	 	 	22,689.45	 	 	 	0.00	 	 	Polymer Laboratories
	 	 	003-653	 	 	PL-ELS 1000
	 	 	02-8-017	 	 	 	B213	 
	 	8020	 	 	 	1366	 	 	HPLC Detector

	 	1-Jun-96
	 	 	17,757.98	 	 	 	0.00	 	 	Waters
	 	 	L97996450M	 	 	996photodioarray
	 	02-12-USA
	 	 	F219	 
	 	8020	 	 	 	1369	 	 	HPLC High Pressure Chromatogra

	 	1-Dec-97
	 	 	71,538.26	 	 	 	0.00	 	 	Waters
	 	 	M975M4937M	 	 	2690	 	 	02-12-USA
	 	 	F219	 
	 	8020	 	 	 	1370	 	 	HPLC — SAT/IN Module

	 	1-Dec-97
	 	 	2,738.87	 	 	 	0.00	 	 	Waters
	 	M97SAT735M
	 	SAT
	 	02-12-USA
	 	 	F219	 
	 	8020	 	 	 	1381	 	 	Shimadzu UV Mini 1240 Spectoph

	 	1-Oct-00
	 	 	7,009.49	 	 	 	0.00	 	 	Shimadzu Corp
	 	 	A10913780220	 	 	UVMini-1240
	 	02-12-USA
	 	 	F219	 
	 	8020	 	 	 	1384	 	 	Harris -85o Freezer

	 	1-Jun-01
	 	 	12,628.24	 	 	 	0.00	 	 	Harris
	 	 	4743	 	 	 	 	 	 	02-12-USA
	 	 	F219	 
	 	8030	 	 	 	477	 	 	Microzone 6 ft Biological Con

	 	21-Feb-93
	 	 	7,872.00	 	 	 	0.00	 	 	Microzone Corp
	 	 	902-7268	 	 	BM6-2A-49
	 	 	 	 	 	 	F214	 
	 	8030	 	 	 	678	 	 	Wedgewood Ph Monitor (2)

	 	16-Nov-93
	 	 	12,898.24	 	 	 	0.00	 	 	Sepracor
	 	 	33201	 	 	600	 	 	 	 	 	 	 	F-221	 
	 	8030	 	 	 	703	 	 	BPG 200/500 Column (2)

	 	7-Jan-94
	 	 	11,880.00	 	 	 	0.00	 	 	Pharmacia
	 	 	20000950	 	 	BPG200/500
	 	 	 	 	 	 	F221	 
	 	8030	 	 	 	787	 	 	5x4-way Valve Manual Pharmacia

	 	10-Apr-94
	 	 	5,707.10	 	 	 	0.00	 	 	Pharmacia
	 	 	N/A	 	 	 	 	 	 	 	 	 	 	 	F221	 
	 	8030	 	 	 	914	 	 	Isotemp General Purpose 26 cu.

	 	6-Nov-94
	 	 	5,050.00	 	 	 	0.00	 	 	Fisher Scientific
	 	 	93766321	 	 	13-987-326R	 	 	 	 	 	 	F214	 








 




			
	+	 	DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION







 





38


Oncothyreon Canada Inc

Asset Listing by Department

As of September 30, 2008



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dept	 	 	 	 	 	 	 	 	 	 	 	 	 	Net Book	 	 	 	Serial	 	Model	 	 	 	 
	Code	 	Number	 	Description	 	Purch Date	 	Purch Price	 	Value	 	Manufacturer	 	Number	 	Number	 	AFE #	 	Location
	 
	 	8030	 	 	 	958	 	 	Watson Marlow Pump

	 	26-Mar-95
	 	 	5,000.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	8030	 	 	 	1068	 	 	Shimadzu Fluorometer and Softw

	 	9-Jul-96
	 	 	15,286.00	 	 	 	0.00	 	 	Shimadzu
	 	 	30099K	 	 	RF-551PC
	 	 	 	 	 	 	F221	 
	 	8030	 	 	 	1105	 	 	Ultrospec 3000

	 	6-Mar-97
	 	 	8,900.00	 	 	 	0.00	 	 	Pharmacia
	 	 	67679	 	 	Ultrospec 3000
	 	 	 	 	 	 	F214	 
	 	8030	 	 	 	1109	 	 	Sorvall RC-5C Plus

	 	1-Apr-97
	 	 	15,140.06	 	 	 	0.00	 	 	Mandel Scientific
	 	 	9503408	 	 	RC5C Plus
	 	 	 	 	 	 	F221	 
	 	8030	 	 	 	1253	 	 	3L Bioreactor

	 	10-Sep-99
	 	 	12,635.62	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	99-88-021 	 	 	F214	 
	 	8030	 	 	 	1254	 	 	Bioreactor

	 	30-Sep-99
	 	 	17,603.86	 	 	 	0.00	 	 	Applikon
	 	 	 	 	 	Z61103CT04
	 	99-88-018 	 	 	 	 
	 	8030	 	 	 	1260	 	 	508 Injector

	 	22-Dec-99 
	 	 	16,124.00	 	 	 	0.00	 	 	Beckman
	 	 	90010	 	 	508 Autosampler
	 	 	99-8-025	 	 	 	F221	 
	 	8030	 	 	 	1264	 	 	Ozone Monitor

	 	14-Feb-00
	 	 	6,802.95	 	 	 	0.00	 	 	PCI-Wedeco
	 	 	1414	 	 	HC400
	 	 	99-8-024	 	 	 	F221	 
	 	8030	 	 	 	1265	 	 	AKTA explorer HPLC system

	 	28-Dec-00
	 	 	76,890.79	 	 	 	0.00	 	 	Pharmacia (amersham)
	 	 	1937	 	 	 	 	 	 	 	00-8-003	 	 	 	F221	 
	 	8030	 	 	 	1309	 	 	BPG 200/500 Column DI/NI

	 	18-Mar-01
	 	 	7,287.00	 	 	 	0.00	 	 	PHARMACIA
	 	 	N/A	 	 	BPG200/500
	 	 	01-8-003	 	 	 	F221	 
	 	8030	 	 	 	1345	 	 	Rotor for Centrifuge CEN-2015

	 	31-Jul-02
	 	 	10,287.07	 	 	 	0.00	 	 	Sorvall
	 	 	10253675	 	 	SLA-3000
	 	 	02-8-015	 	 	 	F222	 
	 	8030	 	 	 	1355	 	 	Floor Scale 500 KG Cap w/term

	 	21-Aug-02
	 	 	9,505.00	 	 	 	0.00	 	 	Mettler
	 	1114584-1GD
	 	2888032001	 	 	 	02-8-009	 	 	 	F221	 
	 	8030	 	 	 	1358	 	 	Thermal Label Printer

	 	24-Sep-02
	 	 	1,655.00	 	 	 	0.00	 	 	Mettler
	 	0305503-4MA
	 	8865-0011	 	 	 	02-8-009	 	 	 	F221	 
	 	8030	 	 	 	1371	 	 	Dura-Stop MP Tray Dryer / Comp

	 	1-Jan-98
	 	 	77,855.25	 	 	 	0.00	 	 	FTS Systems Inc
	 	 	10493	 	 	TDS3C2C8100/7470
	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1372	 	 	Optima LE-80k ultracentrifuge

	 	1-Feb-98
	 	 	69,147.68	 	 	 	0.00	 	 	Beckman
	 	COL98A02
	 	Optima LE-80k
	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1374	 	 	Heat Exchanger

	 	5-Feb-98
	 	 	1,375.16	 	 	 	0.00	 	 	Exergy Inc
	 	 	12962	 	 	00169-3	 	 	02-12-USA
	 	 	F221	 
	 	8030	 	 	 	1376	 	 	Dura-Dry MP Freeze Dryer

	 	1-Jul-98
	 	 	12,093.06	 	 	 	0.00	 	 	FTS Systems
	 	 	10490	 	 	FD2085C0101
	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1377	 	 	Karl Fisher Titrator

	 	1-Oct-98
	 	 	11,954.00	 	 	 	0.00	 	 	Mettler Toledo
	 	MEB08872
	 	DL37/996Photodiode
	 	02-12-USA
	 	 	F221	 
	 	8030	 	 	 	1379	 	 	Calorimeter DSC w/ Monitor

	 	1-Dec-98
	 	 	84,368.75	 	 	 	0.00	 	 	Calorimetry Sciences
	 	 	165	 	 	4100 DSC
	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1380	 	 	Calorimeter DSC w/monitor & ci

	 	1-Dec-98
	 	 	620.39	 	 	 	0.00	 	 	Neslab
	 	 	198321173	 	 	RTE-140
	 	02-12-USA
	 	 	B217	 
	 	8030	 	 	 	1382	 	 	HPLC Allicance System

	 	30-Apr-01
	 	 	87,110.37	 	 	 	0.00	 	 	Waters
	 	 	D015M4107M	 	 	SHC (2690)
	 	02-12-USA
	 	 	F219	 
	 	8030	 	 	 	1383	 	 	PolymerLab Mass Evap Det HPLC2

	 	1-May-02
	 	 	22,689.45	 	 	 	0.00	 	 	Polymer Labs
	 	 	022-12T	 	 	PL-ELS-1000
	 	02-12-USA
	 	 	F219	 
	 	8030	 	 	 	1386	 	 	Sonicator

	 	1-Jan-02
	 	 	8,885.42	 	 	 	0.00	 	 	Misonix Inc.
	 	 	R0146	 	 	S3000	 	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1387	 	 	Applikon Bioreactors w/accesso

	 	1-Nov-99
	 	 	23,226.46	 	 	 	0.00	 	 	Applikon
	 	P	08359/5; P10578/4	 	 	P100	 	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1388	 	 	Stirrer Motor Assembly P1000C

	 	1-Sep-00
	 	 	10,039.87	 	 	 	0.00	 	 	Applikon
	 	P	01417/3; P05257/17	 	 	P1000	 	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1390	 	 	Bioreactor 7l, stirrer, access

	 	1-Jul-00
	 	 	14,163.83	 	 	 	0.00	 	 	Applikon Inc.
	 	 	 	 	 	 	 	 	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1391	 	 	Applikon Bioreactors w/ access

	 	1-Jul-01
	 	 	22,424.94	 	 	 	0.00	 	 	Applikon
	 	P	11105/12 ; P19968/48	 	 	P310	 	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1392	 	 	Dedicated Bioreactor

	 	8-Feb-98
	 	 	16,275.66	 	 	 	0.00	 	 	Applikon
	 	ADI10122261
	 	ADI1012
	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1393	 	 	Bioreactor (1L)

	 	4-Apr-98
	 	 	7,322.27	 	 	 	0.00	 	 	Applikon Inc
	 	 	 	 	 	 	 	 	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1394	 	 	Applikon Bioreactor w/ accesor

	 	1-Mar-98
	 	 	25,754.43	 	 	 	0.00	 	 	Applikon
	 	P	05735/11 ; P10578/63	 	 	P140	 	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1395	 	 	Bioreactor (3L)

	 	1-Aug-98
	 	 	2,426.96	 	 	 	0.00	 	 	Applikon Inc
	 	 	 	 	 	 	 	 	 	02-12-USA
	 	 	F214	 
	 	8030	 	 	 	1399	 	 	Double Incubator

	 	1-May-97
	 	 	4,069.60	 	 	 	0.00	 	 	VWR / Sheldon Mftg
	 	 	300594	 	 	1565	 	 	02-12-USA
	 	 	F221	 
	 	8030	 	 	 	1412	 	 	Two Fireking 4 Drawer Cabinets

	 	16-Feb-05
	 	 	4,474.00	 	 	 	1,192.92	 	 	Fireking
	 	 	 	 	 	4 drawer lateral
	 	 	8/5/2028	 	 	 	F215	 
	 	8030	 	 	 	1429	 	 	15L Applikon BioReactor

	 	28-Aug-06
	 	 	20,935.40	 	 	 	10,067.65	 	 	Applikon Inc.
	 	 	1101/01, P10496/7, P09759/7,	 	 	 	 	 	 	 	8/6/1945	 	 	Manufacturing B101010

	 	8040	 	 	 	1122	 	 	18 L Lyophilizer

	 	25-May-97
	 	 	14,480.00	 	 	 	0.00	 	 	VIRTIS
	 	 	202377 202325	 	 	UNITOP400SL 26031
	 	 	 	 	 	Pilot Plant

	 	8040	 	 	 	1411	 	 	60L S/Steel Pressure Vessel

	 	1-May-05
	 	 	27,939.15	 	 	 	5,871.15	 	 	T & C
	 	TO6253
	 	60L	 	 	 	8/5/2029	 	 	Baxter

	 	8040	 	 	 	1415	 	 	5L Applikon Bioreactor

	 	8-Jul-05
	 	 	15,786.70	 	 	 	2,959.99	 	 	Applikon Inc.
	 	P	06175/32;P04600/14	 	 	 	 	 	 	 	8/5/1931	 	 	Baxter









 



			
	+	 	DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION







 






39


Oncothyreon Canada Inc

Asset Listing by Department

As of September 30, 2008



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dept	 	 	 	 	 	 	 	 	 	 	 	 	 	Net Book	 	 	 	Serial	 	Model	 	 	 	 
	Code	 	Number	 	Description	 	Purch Date	 	Purch Price	 	Value	 	Manufacturer	 	Number	 	Number	 	AFE #	 	Location
	 
	 	8040	 	 	 	1419	 	 	Magnetic Stirrer/Motor Assembl

	 	8-Jul-05
	 	 	9,008.16	 	 	 	1,689.03	 	 	Applikon
	 	PO6175/25 P03384/1
	 	P140	 	 	 	8/5/1931	 	 	Baxter

	 	8040	 	 	 	1421	 	 	50L INOVA Intermediate Tank

	 	24-Aug-05
	 	 	42,562.62	 	 	 	9,753.98	 	 	INOVA
	 	 	N/A	 	 	50L	 	 	 	8/5/1937	 	 	Baxter

	 	8040	 	 	 	1422	 	 	INOVA Filling Parts

	 	1-May-05
	 	 	40,317.45	 	 	 	8,497.70	 	 	INOVA
	 	 	 	 	 	 	 	 	 	 	8/5/2029	 	 	Baxter

	 	8040	 	 	 	1427	 	 	15L Applikon Jacketed Vessel

	 	26-May-06 
	 	 	4,227.56	 	 	 	1,937.74	 	 	Applikon
	 	V3ME010051
	 	15L Jacketed Vessel
	 	 	8/6/1941	 	 	Baxter

	 	8040	 	 	 	1431	 	 	Lightnin Mixer Model G2S05R

	 	9-Nov-06
	 	 	5,730.33	 	 	 	2,984.59	 	 	 	 	 	R0653576101-02	 	 	G2SO5R
	 	 	8/6/1947	 	 	Baxter

	 	8040	 	 	 	1433	 	 	5L BioReactor

	 	31-Jan-07
	 	 	9,294.34	 	 	 	5,421.74	 	 	Applikon
	 	Z6110CT05/Z81315MG03/81313R645
	 	 	 	 	 	 	8/6/1949	 	 	Manufacturing

	 	8040	 	 	 	1443	 	 	60L Pressure Vessel

	 	11-Mar-08
	 	 	52,250.00	 	 	 	44,630.22	 	 	Baxter Pharm.
	 	 	 	 	 	 	 	 	 	 	8/6/1948	 	 	 	 	 
	 	8040	 	 	 	1446	 	 	Scale- up Stimuvax equipment

	 	22-Apr-08
	 	 	5,000.00	 	 	 	4,374.98	 	 	see notes
	 	see notes
	 	see notes
	 	 	8/8/2001	 	 	Process development

	 	8040	 	 	 	1453	 	 	Stirrer Controller P1000

	 	6-Aug-08
	 	 	4,758.00	 	 	 	4,559.74	 	 	Applikon
	 	P161627	 	 	P1000	 	 	 	8/5/1931	 	 	Edmonton

	 	8040	 	 	 	1454	 	 	Stirrer Motor Assembly P1000

	 	6-Aug-08
	 	 	4,304.00	 	 	 	4,124.66	 	 	Applikon
	 	P169894	 	 	P1000	 	 	 	8/5/1931	 	 	Edmonton

	 	8050	 	 	 	316	 	 	HP 1050 Series Autosampler

	 	14-Sep-92
	 	 	9,649.50	 	 	 	0.00	 	 	Hewlett Packard
	 	 	3141A01614	 	 	HP1050Series
	 	 	N/A	 	 	 	E205	 
	 	8050	 	 	 	317	 	 	High Speed Spectrophotometric

	 	14-Sep-92
	 	 	13,977.36	 	 	 	0.00	 	 	Hewlett Packard
	 	 	3149G01298	 	 	HP1050 Series
	 	 	N/A	 	 	 	E205	 
	 	8050	 	 	 	318	 	 	Automated Gradient LC System

	 	14-Sep-92
	 	 	15,741.00	 	 	 	0.00	 	 	Hewlett Packard
	 	 	3225A01584	 	 	HP1050 Series
	 	 	N/A	 	 	 	E205	 
	 	8050	 	 	 	905	 	 	Empty YMC Column 2000PSI

	 	28-Sep-94
	 	 	10,455.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Chemistry

	 	8050	 	 	 	1115	 	 	16 Port drying chamber

	 	6-May-97
	 	 	1,973.67	 	 	 	0.00	 	 	LABCONCO
	 	 	 	 	 	7522900	 	 	 	 	 	 	 	F218	 
	 	8050	 	 	 	1218	 	 	HPLC for PD/Chem Development

	 	30-Dec-98
	 	 	10,622.03	 	 	 	0.00	 	 	Waters
	 	 	B97996	 	 	996	 	 	 	 	 	 	F218	 
	 	8050	 	 	 	1219	 	 	HPLC for PD/Chem Development

	 	30-Dec-98
	 	 	39,377.97	 	 	 	0.00	 	 	Waters
	 	 	K965M4 608M	 	 	2690	 	 	 	 	 	 	 	F218	 
	 	8050	 	 	 	1248	 	 	Electrochemical detector with

	 	23-Jun-99
	 	 	13,535.00	 	 	 	0.00	 	 	Applikon Inc.
	 	 	 	 	 	Z61103CT04
	 	 	99-9-019	 	 	 	 	 
	 	8050	 	 	 	1400	 	 	Waters HPLC P2000

	 	12-Nov-98
	 	 	58,059.09	 	 	 	0.00	 	 	Waters
	 	MX7AM8182M
	 	DSC
	 	 	 	 	 	 	F213	 
	 	8070	 	 	 	220	 	 	Metrohm Titroprocessor w/Acces

	 	20-Jul-92
	 	 	17,305.35	 	 	 	0.00	 	 	Metrohm
	 	 	2N4/223	 	 	682 Titroprocessor
	 	 	N/A	 	 	 	E212	 
	 	8070	 	 	 	253	 	 	Optical Activity Model AA-5 An

	 	5-Aug-92
	 	 	13,929.76	 	 	 	0.00	 	 	Optical Activity
	 	 	15-19-10A	 	 	AA-5
	 	 	N/A	 	 	 	E213	 
	 	8070	 	 	 	338	 	 	Model 3MO Micro-Osmometer

	 	27-Sep-92
	 	 	4,933.00	 	 	 	0.00	 	 	Advanced Instruments
	 	 	42365F	 	 	3MO
	 	 	N/A	 	 	 	E213	 
	 	8070	 	 	 	754	 	 	Diode-Array Spectrophotometer

	 	14-Mar-94
	 	 	15,945.00	 	 	 	0.00	 	 	Hewlett Packard
	 	 	3338A04616	 	 	8452A	 	 	 	N/A	 	 	 	E205	 
	 	8070	 	 	 	1137	 	 	HP 1100 Automated binary LC3D

	 	10-Jul-97
	 	 	59,624.17	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	97-8-021	 	 	 	B213	 
	 	8070	 	 	 	1146	 	 	HP1100 automated binary LC3D s

	 	13-Aug-97
	 	 	59,148.95	 	 	 	0.00	 	 	Hewlett Packard
	 	See Notes
	 	See Notes
	 	 	97-8-021	 	 	 	E205	 
	 	8070	 	 	 	1164	 	 	plate reader Spectra MAX340

	 	29-Dec-97
	 	 	25,000.00	 	 	 	0.00	 	 	Molecular Devices
	 	 	M01232	 	 	340	 	 	 	N/A	 	 	 	E205	 
	 	8070	 	 	 	1239	 	 	HPLC system, installed with ac

	 	27-Apr-99
	 	 	73,678.20	 	 	 	0.00	 	 	Hewlett Packard
	 	 	 	 	 	Series 1100 see notes
	 	 	99-8-004/ 99-8-005	 	 	 	E205	 
	 	8070	 	 	 	1240	 	 	HPLC system, Hardware for 1239

	 	27-Apr-99
	 	 	11,693.55	 	 	 	0.00	 	 	Hewlett Packard
	 	 	 	 	 	Series 1100
	 	 	99-8-005	 	 	 	E205	 
	 	8070	 	 	 	1241	 	 	HPLC system, software for 1239

	 	27-Apr-99
	 	 	1,637.80	 	 	 	0.00	 	 	Hewlett Packard
	 	 	 	 	 	Series 1100
	 	 	99-8-005	 	 	 	E205	 
	 	8070	 	 	 	1243	 	 	HPLC system, installed with ac

	 	27-Apr-99
	 	 	4,686.35	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	99-8-003	 	 	 	 	 
	 	8070	 	 	 	1270	 	 	Flourescence detector HP 1100

	 	5-Mar-00
	 	 	14,441.00	 	 	 	0.00	 	 	Hewlett Packard
	 	DE92001584
	 	Series 1100
	 	 	00-8-012	 	 	 	E205	 
	 	8070	 	 	 	1297	 	 	Microplate Washer 96 well

	 	5-Oct-00
	 	 	9,895.00	 	 	 	0.00	 	 	Dynex Technologies
	 	1UWA1658
	 	Ultrawash Plus
	 	 	00-8-025	 	 	 	E207	 
	 	8070	 	 	 	1301	 	 	RCS High Flow Air Sampler

	 	3-Dec-00
	 	 	5,344.06	 	 	 	0.00	 	 	Biotest
	 	 	31222	 	 	Biotest
	 	 	00-8-033	 	 	 	F116	 
	 	8070	 	 	 	1317	 	 	Environmental chambers (2x20 c

	 	25-Jun-01
	 	 	46,297.06	 	 	 	0.00	 	 	Lab Line
	 	 	0601-0005	 	 	EC22560
	 	 	01-8-005	 	 	 	208	 
	 	8070	 	 	 	1322	 	 	Environmental chambers (2x20 c

	 	26-Aug-01
	 	 	2,555.77	 	 	 	0.00	 	 	Lab-Line
	 	 	0601-0001	 	 	EC22560
	 	 	01-8-005	 	 	 	208	 
	 	8070	 	 	 	1323	 	 	Environmental chambers (19 cub

	 	26-Aug-01
	 	 	18,533.38	 	 	 	0.00	 	 	Lab-Line
	 	 	0901-0001	 	 	EC24075
	 	 	  01-8-005	 	 	 	208	 
	 	8070	 	 	 	1360	 	 	Runtime21 Security Chem Server

	 	30-Sep-02
	 	 	66,607.35	 	 	 	0.00	 	 	Agilent
	 	US20741069
	 	H2118A	 	 	 	02-8-005	 	 	SERVER ROOM









 




			
	+	 	DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION







 







40

Oncothyreon Canada Inc

Asset Listing by Department

As of September 30, 2008




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dept	 	 	 	 	 	 	 	 	 	 	 	 	 	Net Book	 	 	 	Serial	 	Model	 	 	 	 
	Code	 	Number	 	Description	 	Purch Date	 	Purch Price	 	Value	 	Manufacturer	 	Number	 	Number	 	AFE #	 	Location
	 
	 	8070	 	 	 	1364	 	 	Accusizer 788/Aps (2 pcs)

	 	1-May-02
	 	 	68,920.80	 	 	 	0.00	 	 	Particle Sizing
	 	 	203702	 	 	780 APS
	 	02-11-USA
	 	 	B217	 
	 	8070	 	 	 	1368	 	 	Evaporative light scatter. det

	 	1-Dec-98
	 	 	20,692.36	 	 	 	0.00	 	 	Polymer Labs
	 	 	3652	 	 	PL-ELS-1000
	 	02-12-USA
	 	 	F219	 
	 	8070	 	 	 	1404	 	 	Microbalance, Prof. Level

	 	30-Jun-04
	 	 	16,991.18	 	 	 	0.00	 	 	VWR / Mettler
	 	 	1125171200	 	 	MX5
	 	 	04-8-022	 	 	 	8601/F116	 
	 	8070	 	 	 	1406	 	 	A/D Interface Box

	 	1-Aug-04
	 	 	4,184.00	 	 	 	0.00	 	 	Agilent
	 	CN00004762
	 	35900E	 	 	 	04-8-023	 	 	 	E205	 
	 	8070	 	 	 	1407	 	 	Chemstore License

	 	1-Aug-04
	 	 	14,965.00	 	 	 	0.00	 	 	 	 	Box #2310-03080
	 	 	 	 	 	 	04-8-023	 	 	Edmonton

	 	8070	 	 	 	1410	 	 	Coulter Particle Counter

	 	28-Jan-05
	 	 	23,898.60	 	 	 	1,991.44	 	 	Beckman Coulter
	 	AH48364
	 	Z1 Dual
	 	 	9/5/2027	 	 	 	B109	 
	 	8070	 	 	 	1413	 	 	Coulometer Titrator ModelDL39X

	 	17-Mar-05
	 	 	14,119.00	 	 	 	2,058.85	 	 	Mettler Toledo
	 	 	5127103667	 	 	DL39X
	 	 	8/5/1930	 	 	 	E212	 
	 	8070	 	 	 	1423	 	 	PL-ELS Evap. Light Scattering

	 	19-Oct-05
	 	 	19,000.56	 	 	 	5,148.48	 	 	Polymer Laboratories
	 	 	003-1259	 	 	PL-ELS 1000
	 	 	5/5/1940	 	 	 	E205	 
	 	8070	 	 	 	1426	 	 	Evapor. Light Detector

	 	2-Jun-06
	 	 	18,019.42	 	 	 	9,610.46	 	 	Agilent & Polymer
	 	 	003-1276	 	 	PL-ELS 1000
	 	 	8/6/1942	 	 	 	 	 
	 	8070	 	 	 	1428	 	 	Coulometric Titrator

	 	9-Jun-06
	 	 	15,460.00	 	 	 	8,385.19	 	 	Mettler Toledo
	 	 	5127215753	 	 	DL39X
	 	 	8/6/1943	 	 	 	 	 
	 	8070	 	 	 	1430	 	 	A/D interface box

	 	2-Jun-06
	 	 	4,186.00	 	 	 	2,235.41	 	 	Agilent Tecnologies
	 	CN00006137
	 	35900E	 	 	 	8/6/1942	 	 	 	 	 
	 	8070	 	 	 	1442	 	 	GC6890 Network GC System

	 	20-Feb-08
	 	 	40,094.75	 	 	 	33,412.27	 	 	Agilent Technologies
	 	CN10802005/US8559766H
	 	GC 6890N
	 	 	8/7/1963	 	 	 	 	 
	 	8070	 	 	 	1448	 	 	ImmunoSpot Analyzer&Software

	 	15-Apr-08
	 	 	8,995.00	 	 	 	7,870.60	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Edmonton, AB Canada

	 	8070	 	 	 	1447	 	 	8453UV- VisibleSpectrophotomtr

	 	30-Apr-08
	 	 	11,834.10	 	 	 	10,601.40	 	 	Agilent Technology
	 	CN22806871
	 	8453	 	 	 	8/8/2002	 	 	 	 	 
	 	8070	 	 	 	1451	 	 	H1141A/H1142A/H1143A/H1146A

	 	18-Jun-08
	 	 	2,565.90	 	 	 	2,352.06	 	 	Agilent Technologies
	 	 	 	 	 	 	 	 	 	 	8/8/2002	 	 	 	 	 
	 	8070	 	 	 	1456	 	 	NuAire Labgard Containment Cab

	 	3-Sep-08
	 	 	5,593.67	 	 	 	5,477.14	 	 	NuAire Inc
	 	 	 	 	 	NU-S813-400
	 	 	8/8/2006	 	 	 	 	 
	 	8080	 	 	 	1365	 	 	Fireproof File Cabinet

	 	1-Jun-02
	 	 	7,670.04	 	 	 	0.00	 	 	Fire King
	 	FL2002150011
	 	 	 	 	 	02-12-USA
	 	 	F102	 
	 	8080	 	 	 	1397	 	 	Fireproof File Cabinet

	 	1-Nov-00
	 	 	3,819.72	 	 	 	0.00	 	 	Fire King
	 	FL1999043022
	 	 	 	 	 	02-12-USA
	 	 	F102	 
	 	9020	 	 	 	165	 	 	Molecular Devices Thermomax Mi

	 	21-Jun-92
	 	 	18,000.00	 	 	 	0.00	 	 	Molecular Devices
	 	UVT-06515
	 	Thermomax
	 	 	 	 	 	 	B217	 
	 	9020	 	 	 	197	 	 	Refrigerated Tabletop Centrifu

	 	5-Jul-92
	 	 	5,920.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	B207	 
	 	9020	 	 	 	344	 	 	Refrigerated Tabletop Centrifu

	 	12-Oct-92
	 	 	9,690.63	 	 	 	0.00	 	 	Beckman
	 	ALR01J88
	 	Allegra G56R
	 	 	 	 	 	 	B207	 
	 	9020	 	 	 	484	 	 	Radioactive Fume Hood

	 	23-Feb-93
	 	 	14,115.00	 	 	 	0.00	 	 	HH Hawkins
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	B115	 
	 	9020	 	 	 	499	 	 	Nuaire Class II Type A/B3 4 ft

	 	8-Mar-93
	 	 	6,000.00	 	 	 	0.00	 	 	NU-AIRE
	 	26740AAN
	 	NU425-400
	 	 	 	 	 	 	B213	 
	 	9020	 	 	 	500	 	 	Nuaire Class II Type A/B3 4 ft

	 	8-Mar-93
	 	 	6,000.00	 	 	 	0.00	 	 	NU_AIRE
	 	26742AAN
	 	NU-425-400
	 	 	 	 	 	 	B213	 
	 	9020	 	 	 	506	 	 	Nuaire Class II Type A/B3 4 ft

	 	11-Mar-93
	 	 	6,000.00	 	 	 	0.00	 	 	NU-AIRE
	 	26737AAN
	 	NU-425-400
	 	 	 	 	 	 	B213	 
	 	9020	 	 	 	659	 	 	Deluxe Inverted Photozoom Micr

	 	21-Oct-93
	 	 	6,135.00	 	 	 	0.00	 	 	Bausch & Lomb
	 	AR4458
	 	Photozoom
	 	 	 	 	 	 	B207	 
	 	9020	 	 	 	720	 	 	FACSort Simultaneous Five Para

	 	7-Feb-94
	 	 	115,000.00	 	 	 	0.00	 	 	Becton Dickinson
	 	 	9-65680-00A	 	 	FACSort
	 	 	 	 	 	 	B207	 
	 	9020	 	 	 	755	 	 	Thermomax Microplate Reader, S

	 	14-Mar-94
	 	 	20,600.00	 	 	 	0.00	 	 	Molecular Devices
	 	UVT06587
	 	Thermomax
	 	 	 	 	 	 	 	 
	 	9020	 	 	 	767	 	 	Automated Kinetic ELISA Reader

	 	27-Mar-94
	 	 	19,200.00	 	 	 	0.00	 	 	Molecular Devices
	 	UVT06273
	 	Thermomax
	 	 	 	 	 	 	B217	 
	 	9020	 	 	 	885	 	 	Thermomax Microplate Reader

	 	12-Jul-94
	 	 	17,500.00	 	 	 	0.00	 	 	Molecular Devices
	 	UVT07181
	 	Thermomax
	 	 	 	 	 	 	B217	 
	 	9020	 	 	 	897	 	 	CONSORT OptiPac Optical Drive

	 	8-Aug-94
	 	 	8,190.00	 	 	 	0.00	 	 	Bering
	 	 	5600-113A074	 	 	01-09934-BD-REVN
	 	 	 	 	 	 	 	 
	 	9020	 	 	 	901	 	 	6” 7 Day Circular Recorder

	 	 24-Aug-94
	 	 	5,328.32	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	B213	 
	 	9020	 	 	 	1095	 	 	96 Well Harvester

	 	14-Jan-97
	 	 	12,065.54	 	 	 	0.00	 	 	Skatron
	 	 	88	 	 	11050	 	 	 	 	 	 	 	B114	 
	 	9020	 	 	 	1209	 	 	Microbeta Trilux 6 Detector

	 	27-Sep-98
	 	 	79,255.00	 	 	 	0.00	 	 	Wallac
	 	 	4501260	 	 	1450Microbeta
	 	 	 	 	 	 	B201	 
	 	9020	 	 	 	1212	 	 	FACstation

	 	28-Sep-98
	 	 	18,995.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	B207	 
	 	9020	 	 	 	1255	 	 	reallocation of Gammacell (gam

	 	22-Oct-99
	 	 	28,755.46	 	 	 	0.00	 	 	Atomic Energy of Can
	 	 	50	 	 	Gamma Cell 220
	 	 	99-92-016	 	 	 	C102A	 
	 	9020	 	 	 	1263	 	 	Incubator Shaker 4000 120v50

	 	7-Feb-00
	 	 	8,820.00	 	 	 	0.00	 	 	NewBrunswickScientif
	 	 	 	 	 	Innova 4000
	 	 	00-9-008	 	 	Offsite — Suresh









 




			
	+	 	DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION









 







41

Oncothyreon Canada Inc

Asset Listing by Department

As of September 30, 2008




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dept	 	 	 	 	 	 	 	 	 	 	 	 	 	Net Book	 	 	 	Serial	 	Model	 	 	 	 
	Code	 	Number	 	Description	 	Purch Date	 	Purch Price	 	Value	 	Manufacturer	 	Number	 	Number	 	AFE #	 	Location
	 
	 	9020	 	 	 	1285	 	 	Ultrawash ca70880-029

	 	6-Jun-00
	 	 	9,952.32	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	00-9-014	 	 	 	B217	 
	 	9020	 	 	 	1298	 	 	Cell harvester Mach III manual

	 	5-Nov-00
	 	 	19,260.00	 	 	 	0.00	 	 	Tomtec Harvester
	 	 	96-3M-428	 	 	Mach IIIm
	 	 	00-8-031	 	 	 	B201	 
	 	9020	 	 	 	1307	 	 	CO2 Incubator with gas guard

	 	14-Feb-01
	 	 	5,380.00	 	 	 	0.00	 	 	Forma Scientific
	 	 	90890-14580	 	 	WaterJacketed 3110
	 	 	01-9-001	 	 	 	B207	 
	 	9020	 	 	 	1315	 	 	Allegra Benchtop Centrifuge

	 	18-Jun-01
	 	 	15,078.48	 	 	 	0.00	 	 	Beckman
	 	ALR01F22
	 	Allegra6R
	 	 	01-9-009	 	 	 	B213	 
	 	9020	 	 	 	1330	 	 	Plate Washer — Automated

	 	30-Oct-01
	 	 	9,126.63	 	 	 	0.00	 	 	Dynex
	 	1UWA1707
	 	Ultrawash Plus
	 	 	 	 	 	 	B217	 
	 	9020	 	 	 	1359	 	 	-20c Freezer

	 	24-Sep-02
	 	 	9,190.53	 	 	 	0.00	 	 	Kendro Lab. Products
	 	V07M-593954-VM
	 	ULT1740-3X-A35
	 	 	02-9-011	 	 	 	B207	 
	 	9020	 	 	 	1362	 	 	Coulter Particle Counter

	 	1-Aug-01
	 	 	21,271.12	 	 	 	0.00	 	 	Beckman-Coulter Inc.
	 	AE-29047
	 	Z1D	 	 	 	02-9-013	 	 	 	B213	 
	 	9020	 	 	 	1416	 	 	PLA Version 1.2 Software

	 	  12-May-05
	 	 	16,065.48	 	 	 	0.00	 	 	PLA
	 	 	 	 	 	PLA 1.2
	 	 	8/5/1933	 	 	 	B217	 
	 	9020	 	 	 	1420	 	 	ImmunoSpot Series 3A Analyzer

	 	15-Aug-05
	 	 	57,539.37	 	 	 	22,031.93	 	 	ImmunoSpot
	 	 	S3A800148	 	 	Series 3A
	 	 	9/5/1936	 	 	 	B213	 
	 	9030	 	 	 	375	 	 	Peptide Synthesizer Purificati

	 	28-Oct-92 
	 	 	67,756.00	 	 	 	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	B201	 
	 	9030	 	 	 	1142	 	 	Fraction collector

	 	29-Jul-97
	 	 	6,325.00	 	 	 	0.00	 	 	 	 	 	212501	 	 	 	 	 	 	 	 	 	 	 	B216	 
	 	9030	 	 	 	1143	 	 	Fraction collector jr

	 	29-Jul-97
	 	 	6,390.00	 	 	 	0.00	 	 	 	 	 	205496	 	 	 	 	 	 	 	 	 	 	 	B202	 
	 	9030	 	 	 	1235	 	 	Gradifac fraction collector &

	 	13-Apr-99
	 	 	12,210.75	 	 	 	0.00	 	 	 	 	 	199L20023	 	 	 	 	 	 	 	99-9-012	 	 	 	B215	 
	 	9030	 	 	 	1244	 	 	Fraction collector

	 	30-Apr-99
	 	 	14,830.00	 	 	 	0.00	 	 	 	 	 	212587	 	 	 	 	 	 	 	99-9-011	 	 	 	B216	 
	 	9030	 	 	 	1259	 	 	Fraction Collector

	 	16-Dec-99
	 	 	12,650.00	 	 	 	0.00	 	 	 	 	 	201G20403	 	 	 	 	 	 	 	99-9-022	 	 	 	B215	 
	 	9030	 	 	 	1288	 	 	Series 1 isocratic Digital Pum

	 	10-Jul-00
	 	 	1,970.00	 	 	 	0.00	 	 	 	 	 	N/A	 	 	 	 	 	 	 	00-9-021	 	 	 	B216	 
	 	9030	 	 	 	1290	 	 	Heidolph LR4000 with hand lift

	 	10-Jul-00
	 	 	7,305.12	 	 	 	0.00	 	 	 	 	 	50002818	 	 	Laborata 4000
	 	 	00-9-021	 	 	 	B202	 
	 	9030	 	 	 	1320	 	 	Fraction Collector with rack

	 	9-Jul-01
	 	 	14,712.00	 	 	 	0.00	 	 	 	 	 	199L20022	 	 	 	 	 	 	 	01-9-015	 	 	 	B202	 
	 	9030	 	 	 	1329	 	 	Isotemp Gen Purp. Refrigerator

	 	18-Oct-01
	 	 	7,228.00	 	 	 	0.00	 	 	Fisher
	 	 	 	 	 	 	 	 	 	 	01-9-019	 	 	 	B216	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 

	 	 	 	 	4,970,533.31	 	 	 	594,995.85	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
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42


Oncothyreon Canada Inc

Asset Listing by Department — Assets at Baxter

As of September 30, 2008




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dept	 	 	 	 	 	 	 	 	 	 	 	 	 	Net Book	 	 	 	 	 	 	 	 	 	 
	Code	 	Number	 	Description	 	Purch Date	 	Purch Price	 	Value	 	Manufacturer	 	Serial Number	 	Model Number	 	AFE #	 	Location
	 
	8040

	 	 	1411	 	 	60L S/Steel Pressure Vessel
	 	1-May-05
	 	 	27,939.15	 	 	 	5,871.15	 	 	T & C
	 	TO6253
	 	60L
	 	8/5/2029
	 	Baxter
	8040

	 	 	1415	 	 	5L Applikon Bioreactor
	 	8-Jul-05
	 	 	15,786.70	 	 	 	2,959.99	 	 	Applikon Inc.
	 	P06175/32;P04600/14
	 	 	 	8/5/1931
	 	Baxter
	8040

	 	 	1419	 	 	Magnetic Stirrer/Motor Assembl
	 	8-Jul-05
	 	 	9,008.16	 	 	 	1,689.03	 	 	Applikon
	 	PO6175/25 P03384/1
	 	P140
	 	8/5/1931
	 	Baxter
	8040

	 	 	1421	 	 	50L INOVA Intermediate Tank
	 	24-Aug-05
	 	 	42,562.62	 	 	 	9,753.98	 	 	INOVA
	 	N/A
	 	50L
	 	8/5/1937
	 	Baxter
	8040

	 	 	1422	 	 	INOVA Filling Parts
	 	1-May-05
	 	 	40,317.45	 	 	 	8,497.70	 	 	INOVA
	 	 	 	 	 	8/5/2029
	 	Baxter
	8040

	 	 	1427	 	 	15L Applikon Jacketed Vessel
	 	26-May-06
	 	 	4,227.56	 	 	 	1,937.74	 	 	Applikon
	 	V3ME010051
	 	15L Jacketed Vessel
	 	8/6/1941
	 	Baxter
	8040


	 	 	1431
	 	 	Lightnin Mixer Model G2S05R

	 	9-Nov-06

	 	 	5,730.33
	 	 	 	2,984.59	 	 	
	 	R0653576101-02

	 	
	 	8/6/1947

	 	Baxter

	
8040

	 	 	
1433	 	 	
5L BioReactor
	 	
31-Jan-07
	 	 	
9,294.34	 	 	 	
5,421.74	 	 	Applikon
	 	
Z6110CT05/Z81315MG03/81313R645
	 	
	 	
8/6/1949
	 	
Manufacturing
	8040

	 	 	1443	 	 	60L Pressure Vessel
	 	11-Mar-08
	 	 	52,250.00	 	 	 	44,630.22	 	 	Baxter Pharm.
	 	 	 	 	 	8/6/1948	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	207,116.31	 	 	 	83,746.14	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
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Schedule E

Transferred Employees




[+]






 




			
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Schedule F

Assumed Liabilities



1. Lease Agreement, dated December 18, 2008, between Edmonton Economic Development Corporation and
Oncothyreon Canada Inc.



2. Lease Agreement, dated January 26, 2006, between Dell Financial Services Canada and Biomira
Inc.



3. Portion of equipment pursuant to Lease Agreement, dated, between September 20, 2007, between
Compugen Finance Inc. and Biomira Inc.




 




			
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Schedule G

Allocation of Purchase Price




[+] [Redaction continues for two pages]




 




			
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Schedule H

Key Employees




Rob Dupuit




Leanne Gadowski




Patrick O’Reilly




James Flower




Diane Swanland





 




			
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Schedule I

Form of Non-Competition Agreement


NON-COMPETITION AND NON-SOLICITATION AGREEMENT


     THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is made as of  •
December, 2008,


     BETWEEN


      •, of the City of Edmonton in the Province of Alberta (the “Employee”)


- and -


     EMD Serono Canada Inc., a corporation incorporated under laws of the Province of Alberta (“EMD
Serono”).


WHEREAS:


     A. The Employee was employed by Oncothyreon Inc. (“Oncothyreon”) and EMD SERONO and
Oncothyreon entered into an Asset Purchase Agreement dated 18 December 2008 (“Asset Purchase
Agreement”); and


     B. EMD Serono offered employment to the Employee upon closing of the transaction (“Closing”),
conditional upon signing this Agreement.


     In consideration of the offer of employment from EMD Serono plus other valuable consideration,
the parties agree as follows:


Non-Competition and Non-Solicitation 


     1. The Employee agrees that during his/her employment and for a period of twelve (12) months
following the cessation of employment, he/she will not, without the prior written consent of EMD
Serono:


          (i) either individually or in conjunction with any person as principal, agent, consultant,
advisor, employee or shareholder (other than a holding of shares listed on a Canadian or United
States stock exchange that does not exceed ten percent (10%) of the outstanding shares so listed)
directly or indirectly engage in, work in, or lend money to any business, professional or
commercial activity competitive with the Business of EMD Serono within North America (“Territory”).
For clarity the “Business” of EMD Serono for the purposes of this Agreement shall include any
business in North America which provides any or all of the following products or services:


cancer vaccines.


          (ii) hire away or induce, coerce, counsel or entice any employee or consultant of EMD Serono
in the Territory to leave his/her employment or engagement with EMD Serono.



 



			
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49




     2. Employee acknowledges and agrees that in accepting employment with EMD Serono, he/she is in
a fiduciary position and that all of the restrictions in this Agreement are reasonable, valid and
do not go beyond what is necessary to protect the business interests of EMD Serono and he agrees to
waive any defences to the strict enforcement of these restrictions. These restrictions are only
intended to safeguard against the Employee participating in competitive endeavours against EMD
Serono or hiring away staff of EMD Serono and not to restrict the Employee from being engaged in
other employment and businesses that are not in competition with EMD Serono in the Territory.



     3. Employee agrees that a breach of the terms of this Agreement would result in damages to EMO
Serono which could not adequately be compensated for by a monetary award and accordingly, in the
event of a breach, in addition to all other remedies available to EMD Serono at law or in equity,
EMD Serono will be entitled as a matter of right to apply to a Court for a restraining order,
injunction, decree or any other order as may be appropriate to ensure compliance with this
Agreement.



     4. If there are any provisions of this Agreement which are found not to be enforceable by a
Court, those provisions are to be severed and the remaining provisions shall remain in full force
and effect.



     5. This Agreement will be governed by the laws of the Province of Alberta and the parties
hereto irrevocably attorn to the jurisdiction of the Alberta Courts.


IN WITNESS WHEREOF the parties have executed this Agreement.




	 	 	 	 	 	 	 
	 

	 	 	 	EMD SERONO INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Deborah Brown	 	 
	 

	 	 	 	Managing Director, Canada	 	 
	 
	 	 	 	 	 	 
	SIGNED AND WITNESSED
	 	 	 	 	 	 
	in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Witness

	 	 
	 	 

 •
	 	 






 




			
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Schedule J

Form of Employment Agreement — Key Employees


December  •, 2008


PERSONAL AND CONFIDENTIAL


[Name of Employee]

c/o Oncothyreon
2011 -94 Street, Suite 200
Edmonton, Alberta
T6N 1H1



			
	Re:	 	Employment Agreement





Dear  •:


We are very pleased to offer you the position of [insert position], effective January 1, 2009.
This letter will confirm our discussion and your offer of employment with EMD Serono Canada Inc.
(“EMD Serono”), which is conditional on the closing of a sale agreement between EMD Serono and your
current employer, Oncothyreon.


The terms and condition of your employment are as follows:



	 	 	 
	Scope of Work:

	 	As a [insert position], you will perform such duties
and exercise such powers related to this position as
EMD Serono may assign to you from time to time. You
may be employed by EMD Serono in a position other
than a [insert position], upon EMD Serono notifying
you in writing of such assignment in which event you
will, subject to the terms and conditions in this
Agreement continue to be employed by EMD Serono in
the position to which you have been promoted or
transferred to. In the event of any further change
in your position, the provisions of this Agreement
will apply, with the necessary changes being made.
A written job description will be provided to you.
	 
	 	 
	Place of Employment:

	 	You will perform your work and services for EMD
Serono, or for such other person, as may be
authorized by EMD Serono from time to time, in the
Edmonton Office. You will reside within a
reasonable daily commuting distance of such place of
employment provided that you will also perform your
work and services in such other places as EMD Serono
may require from time to time.
	 
	 	 
	Salary:

	 	Your annual salary will be $ • per annum based on a
37.5 hour work week. This payment will be deposited
directly into your account at the bank of your
choice, payable on a bi-weekly basis in arrears.
Your salary will be reviewed in April 2010.






 




			
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52



	 	 	 
	Stimuvax Advancement 

Bonus:

	 	For the development of Stimuvax and as a financial
investment in you, EMD Serono will offer you a
special bonus based on the following three (3)
deliverables which are further specified in the
attached Schedule “A”:
	 
	 	 
	 

	 	1.  Delivery of all batches for continuous Clinical
Trial Supply throughout 2009 and comparability
submission for Semoy vs Baxter material. For the
achievement of this milestone you will receive a
lump sum payment equivalent to  • months of your then
current salary, less applicable taxes in January
2010.

	 
	 	 
	 

	 	2.  Comparability submission commercial scale vs
clinical scale. For the achievement of this 2010
milestone you will receive a lump sum payment
equivalent to  • months of your then current salary,
less applicable taxes in January 2011.

	 
	 	 
	 

	 	3.  Validation package commercial scale completed.
For the achievement of this 2011 milestone you will
receive a lump sum payment equivalent to  • months of
your then current salary less applicable taxes in
January 2012.

	 
	 	 
	 

	 	Should you resign or be terminated for any reason
during 2009 — 2011, you will not be eligible for any
bonus not already paid.
	 
	 	 
	Performance Bonus:

	 	Your target bonus is  •% of your base salary, however
the actual amount of bonus awarded will be based on
achievement of your own individual performance
objectives, as outlined in your Personal and
Professional Development Plan, and the group
objectives for EMD Serono Canada.
	 
	 	 
	 

	 	Should you resign or should your employment be
terminated for any reason during the plan year
(January to December) you will not be eligible for a
bonus payout.
	 
	 	 
	Vacation:

	 	Vacation time is accrued on a monthly basis
according to seniority. We will recognize your
prior service with Oncothyreon for vacation
purposes. You are eligible for  • weeks of vacation
time — accrued at  • days per month for each calendar
year of service. In addition to vacation you will
receive one (1) floater day.
	 
	 	 
	 

	 	Currently, the offices are closed during the last
week of December. Please refer to the Holiday
Schedule. This time is not considered part of your
vacation entitlement.
	 
	 	 
	 

	 	In the event your employment with EMD Serono is
terminated for any reason, EMD Serono will deduct
from your final pay cheque an amount equal to the
vacation pay you received for vacation time taken in
advance of its accrual.
	 
	 	 
	Benefits:

	 	You will be entitled to participate in EMD Serono’s
benefit program. A schedule of our benefits is
attached for your review.






 




			
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53



	 	 	 
	Expenses:

	 	You will be reimbursed for all authorized travelling
and other out-of-pocket expenses actually and
properly incurred by you in connection with your
duties under this Agreement in accordance with EMD
Serono expense policy in effect from time to time.
For all such expenses, you will furnish to EMD
Serono statements and vouchers, as and when EMD
Serono requires.
	 
	 	 
	Duties and
Responsibilities:

	 	You will duly and diligently perform all the duties
assigned to you while in the employ of EMD Serono
and will truly and faithfully account for and
deliver to EMD Serono all money; securities and
things of value belonging to EMD Serono that you may
from time to time receive for, from or on account of
EMD Serono.
	 
	 	 
	Rules and
Regulations:

	 	You will be bound by and will faithfully observe and
abide by all the policies, rules and regulations of
EMD Serono from time to time in force which are
brought to your notice or of which you should
reasonably be aware.
	 
	 	 
	Patentable Invention

	 	In the event that you contribute to any patentable
invention arising while employed by EMD Serono, any
such patentable invention will be the exclusive
property of EMD Serono and EMD Serono will have the
exclusive right to file patent applications in the
name of EMD Serono in connection with such
patentable invention and you will co-operate with
EMD Serono and provide all necessary assistance in
the filing and prosecution of such patent
applications.
	 
	 	 
	Non-Disclosure:

	 	You will not (either during your employment or at
any time after the termination of your employment
for any reason) disclose any information relating to
the private or confidential affairs of EMD Serono or
relating to any secrets of EMD Serono to any person
other than for EMD Serono’s purposes and, without
limiting the generality of the foregoing, you will
not (either during your employment or at any time
after the termination of your employment for any
reason) disclose EMD Serono’s Proprietary
Information to any person other than for EMD
Serono’s purposes and will not (either during your
employment or at any time after the termination of
your employment for any reason) use for your own
purposes or for any purposes other than those of EMD
Serono any such information or secrets you may
acquire in relation to the business of EMD Serono’s
Proprietary Information.






 




			
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54



	 	 	 
	Resignation:

	 	You may terminate your employment upon giving two
(2) weeks’ written notice to EMD Serono. You agree
that EMD Serono may waive the notice period by
paying to you an amount equivalent to a salary you
would have received during the notice period. You
also agree that such waiver by EMD Serono does not
constitute a termination of your employment by EMD
Serono.
	 
	 	 
	Termination of
Employment:

	 	EMD Serono may terminate your employment at any time
for cause without notice and without pay in lieu of
notice, severance, damages, bonus or other
compensation of any kind.
	 
	 	 
	 

	 	In the event EMD Serono terminates your employment
without cause, you will receive a lump sum payment
equivalent to:
	 
	 	 
	 

	 	a.  One year’s base salary, less statutory deductions,

	 
	 	 
	 

	 	b.  Performance Bonus pay at target for the period of
January 1 to your termination date, less statutory
deductions,

	 
	 	 
	 

	 	c.  Additional Performance Bonus pay at target for
one year following termination, less statutory
deductions.

	 
	 	 
	 

	 	This lump sum payment will include all payments due
to you upon termination of employment, including any
entitlements to pay in lieu of notice pursuant to
the Employment Standards Code (Alberta) and any
severance pay to which you may be entitled.
	 
	 	 
	 

	 	Please note that benefit coverage terminates
effective the date of termination of employment,
regardless of the manner of or reason for
termination, unless otherwise required by the
Employment Standards Code (Alberta), as amended.
	 
	 	 
	Release:

	 	In consideration of Oncothyreon Inc. and /or certain
of its affiliates negotiating the asset purchase
agreement with EMD Serono, and EMD Serono extending
the within offer of employment to you, you agree to
release Oncothyreon Inc. and its parents,
subsidiaries, affiliates, partners and related
companies (including their directors, officers,
employees and agents) (collectively “Oncothyreon”)
from all obligations and claims that you have or may
have (including but not limited to claims for notice
of termination, pay and benefits in lieu of notice,
termination pay, severance pay, bonus pay, retention
pay, overtime pay, vacation pay, wages and benefits)
relating to your employment with Oncothyreon, the
termination of that employment, and the
discontinuance of all benefit coverage. Without
limiting the generality of the foregoing, you
acknowledge that this release applies to all claims
you have or may have against Oncothyreon including
any claims under the Employment Standards Code
(Alberta) and the Human Rights, Citizenship and
Multiculturalism Act (Alberta).






 




			
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55



	 	 	 
	Deduction from Final
Pay:

	 	EMD Serono reserves the right at the time of
separation to deduct any outstanding amounts owed by
you to EMD Serono from your final wages or bonus
amounts owing to you.
	 
	 	 
	Entire Agreement:

	 	This Agreement, the milestone concept attached as
Schedule “A”, the attached Non-Competition and
Non-Solicitation Agreement, marked as Schedule “B”,
and the policies of EMD Serono constitute the entire
agreement between you and EMD Serono with respect to
your employment and cancels and supersedes any prior
understandings and agreements between you and EMD
Serono with respect to your employment. There are
no representations, warranties, forms, conditions,
undertakings or collateral agreements, express,
implied or statutory between you and EMD Serono
other than as expressly set forth in this Agreement.
	 
	 	 
	Pre-Contractual 

Representation:

	 	You hereby waive any right to assert a claim based
on any pre-contractual representations, negligent or
otherwise, made by EMD Serono.
	 
	 	 
	Governing Law:

	 	This Agreement will be governed by and construed in
accordance with the laws of the Province of Alberta
and the laws of Canada applicable in Alberta.





Please carefully read and consider the terms and conditions described in this letter and confirm
your understanding by signing in the space provided below and return a signed copy to the attention
of Megan lannone — Human Resources or via confidential fax to 905-919-0291 no later than December
17, 2008. When you sign this letter, it will be a binding employment agreement between you and EMD
Serono.



[Insert name], we trust that this letter suitably represents our discussion and that you will
accept our offer. We look forward to you joining the EMD Serono team and wish you every success in
your new role.




Yours very truly,




EMD SERONO, CANADA INC




	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	Deborah Brown

	 	 	 	Debbie Lowe	 	 
	Managing Director, Canada

	 	 
	 	Director, Human Resources
	 	 






Enclosure



I have read, understand and voluntarily accept the terms of employment described above as
constituting a binding employment agreement between EMD Serono and myself.




	 	 	 	 	 
	 
	 

	 	 
	 	 
	[Employee Name]

	 	Date
	 	Social Insurance Number






 




			
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56



Schedule “A” — Milestone Definition




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57




Schedule “B” — Non-Competition and Non-Solicitation Agreement




NON-COMPETITION AND NON-SOLICITATION AGREEMENT



THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is made as of 18 December, 2008,



BETWEEN




•, of the City of Edmonton in the Province of Alberta (the “Employee”)




- and -



EMD Serono Canada Inc., a corporation incorporated under laws of the Province of Alberta (“EMD
Serono”).




WHEREAS:





	A.	 	The Employee was employed by Oncothyreon Inc. (“Oncothyreon”) and EMD SERONO and Oncothyreon
entered into an Asset Purchase Agreement dated 18 December 2008 (“Asset Purchase Agreement”);
and
	 
	B.	 	EMD Serono offered employment to the Employee upon closing of the transaction (“Closing”),
conditional upon signing this Agreement.




In consideration of the offer of employment from EMD Serono plus other valuable consideration, the
parties agree as follows:




Non-Competition and Non-Solicitation





	1.	 	The Employee agrees that during his/her employment and for a period of twelve (12) months
following the cessation of employment, he/she will not, without the prior written consent of
EMD Serono:






	 	(i)	 	either individually or in conjunction with any person as principal, agent,
consultant, advisor, employee or shareholder (other than a holding of shares listed on
a Canadian or United States stock exchange that does not exceed ten percent (10%) of
the outstanding shares so listed) directly or indirectly engage in, work in, or lend
money to any business, professional or commercial activity competitive with the
Business of EMD Serono within North America (“Territory”). For clarity the “Business”
of EMD Serono for the purposes of this Agreement shall include any business in North
America which provides any or all of the following products or services:
	 
	 	 	 	cancer vaccines.







 




			
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58







	 	(ii)	 	hire away or induce, coerce, counsel or entice any employee or consultant of
EMD Serono in the Territory to leave his/her employment or engagement with EMD Serono.






	2.	 	Employee acknowledges and agrees that in accepting employment with EMD Serono, he/she is in a
fiduciary position and that all of the restrictions in this Agreement are reasonable, valid
and do not go beyond what is necessary to protect the business interests of EMD Serono and he
agrees to waive any defences to the strict enforcement of these restrictions. These
restrictions are only intended to safeguard against the Employee participating in competitive
endeavours against EMD Serono or hiring away staff of EMD Serono and not to restrict the
Employee from being engaged in other employment and businesses that are not in competition
with EMD Serono in the Territory.
	 
	3.	 	Employee agrees that a breach of the terms of this Agreement would result in damages to EMD
Serono which could not adequately be compensated for by a monetary award and accordingly, in
the event of a breach, in addition to all other remedies available to EMD Serono at law or in
equity, EMD Serono will be entitled as a matter of right to apply to a Court for a restraining
order, injunction, decree or any other order as may be appropriate to ensure compliance with
this Agreement.
	 
	4.	 	If there are any provisions of this Agreement which are found not to be enforceable by a
Court, those provisions are to be severed and the remaining provisions shall remain in full
force and effect.
	 
	5.	 	This Agreement will be governed by the laws of the Province of Alberta and the parties hereto
irrevocably attorn to the jurisdiction of the Alberta Courts.




IN WITNESS WHEREOF the parties have executed this Agreement.




	 	 	 	 	 
	 	EMD SERONO INC.

Per:

 	 
	 	
 	 
	 	Deborah Brown 	 
	 	Managing Director, Canada 	 
	 



	 	 	 	 	 	 	 
	SIGNED AND WITNESSED

in the presence of:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 

Witness

	 	 
	 	 

•
	 	 








 




			
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59






EMD Serono Canada & Your Offered Benefit



The Company recognizes that benefits are an integral part of the overall compensation package. On
an ongoing basis, the Human Resources Department reviews and monitors benefit programs to ensure
that the Company is offering a competitive and comprehensive benefits package to Employees.




Your Health & Welfare Benefits




Health Insurance




Vision Benefits




Dental Benefits




Short-Term Disability




Long-Term Disability (mandatory paid by employee)




Life Insurance, Accidental Death & Dismemberment Insurance




Your Retirement Benefits




Pension Plan



Employees are entitled to contribute a minimum of 1% to a maximum of 7% of their base salary to the
pension plan. The Company will match the Employee’s contribution up to a maximum of 7% of their
base salary. Both contributions are then invested through the pension plan carrier, where the
Employee chooses the type of funds. The pension plan carrier offers over thirty (30) funds from
100% equity to 100% fixed rate.




Additional Benefits




Wellness Reimbursement



All Employees working twenty (20) or more hours per week are eligible for Company-subsidized
memberships at health and/or wellness related programs and the purchase of home gym equipment.
Memberships can include immediate family members (spouse/domestic partner and children). The
Employee must be the principal member of a Family membership. The Company will reimburse on a
monthly basis 50% of the cost of health club memberships and/or any wellness related programs up to
$600 per year for Full-Time Employees.



Reimbursements are treated as taxable compensation and will be reflected on T4s at year-end. An
Employee taking part in this program will be required to reimburse the Company if they terminate
employment within one (1) year after receiving reimbursement.




Personal Computer Reimbursement



All Regular, Full-Time Employees who have completed one (1) full year of employment with






 




			
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60





the Company are eligible to receive reimbursement for the purchase of a personal computer for home
use. The Company will reimburse the cost of a personal computer (hardware CPU, monitor, CD-ROM
drive, printer, modem, sound card, etc.) up to a maximum of $1,750. This reimbursement is
renewable every three years.



Reimbursements are treated as taxable compensation and will be reflected on T4s at year-end. An
Employee taking part in this program will be required to reimburse the Company if they terminate
employment within one (1) year after receiving reimbursement.



This program is not retroactive. Employees who have received reimbursement through the previous
policy ($1,500 per lifetime) will become eligible for the current program three years from the
initial reimbursement.




Employee Assistance Program — LifeBalance



EMD Serono offers private counseling through RBC Insurance (UnumProvident) which offers assistance
to Employees and family members who may be experiencing personal problems, that, in time, may
affect their personal and professional lives. The EAP services include assessment, short-term
counseling, referral and follow-up. In addition, LifeBalance offers a comprehensive resource and
referral program locating providers who offer childcare services, elder care services, financial
and legal services, as well as a host of other home and health providers. The EAP is strictly
confidential.




Flex Work Arrangements



The Company considers flexible work hours a viable alternative work arrangement in cases where
individual, job, and managerial characteristics are best suited to such an arrangement. Flexible
work hours provide flexibility from standard work hours and may be appropriate for some Employees
and some jobs, but not appropriate for others given the nature of the work that is performed. A
flexible work hours arrangement is not an entitlement, nor a Company-wide benefit, and in no way
changes an Employee’s terms and conditions with the Company.




Employee Referral Bonus Program



The Company recognizes that one of the most effective ways to find the right people for our Company
is through the people who know it best — our Employees.



The Company encourages Employee assistance in the recruitment of high quality, new Employees
through Employee referrals and rewards Employees for making such referrals, as we value our people
and we value your contribution to our business. That is why we have introduced the Employee
Referral Bonus Program, which is designed to reward you whenever you successfully refer a candidate
for a position at the Company.



All Regular Full-Time and Part-Time Employees of the Company who are paid via the Company’s
Canadian payroll may participate in this program with the exception of Employees within the Human
Resources Department, and the respective Hiring Manager of a position and any of their direct
reports.






 




			
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61






December •, 2008




PERSONAL AND CONFIDENTIAL




[Name of Employee]

c/o Oncothyreon

2011 -94 Street, Suite 200

Edmonton, Alberta

T6N 1H1




Re: Employment Agreement




Dear •:



Following the acquisition of the Oncothyreon Inc. Edomonton site, we are pleased to offer you the
position of [insert position], effective January 1, 2009. This letter will confirm our discussion
and your offer of employment with EMD Serono Canada Inc. (“EMD Serono”), which is conditional on
the closing of a sale agreement between EMD Serono and your current employer, Oncothyreon.



The terms and condition of your employment are as follows:




	 	 	 
	Scope of Work:

	 	As a [insert position], you will
perform such duties and exercise
such powers related to this position
as EMD Serono may assign to you from
time to time. You may be employed
by EMD Serono in a position other
than a [insert position], upon EMD
Serono notifying you in writing of
such assignment in which event you
will, subject to the terms and
conditions in this Agreement
continue to be employed by EMD
Serono in the position to which you
have been promoted or transferred
to. In the event of any further
change in your position, the
provisions of this Agreement will
apply, with the necessary changes
being made. A written job
description will be provided to you.
	 
	 	 
	Place of Employment:

	 	You will perform your work and
services for EMD Serono, or for such
other person, as may be authorized
by EMD Serono from time to time, in
the Edmonton Office. You will
reside within a reasonable daily
commuting distance of such place of
employment provided that you will
also perform your work and services
in such other places as EMD Serono
may require from time to time.
	 
	 	 
	Salary:

	 	Your annual salary will be $• per
annum based on a 37.5 hour work
week. This payment will be
deposited directly into your account
at the bank of your choice, payable
on a bi-weekly basis in arrears.
Your salary will be reviewed in
April 2010.






 




			
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62


	 	 	 
	Stimuvax Advancement Bonus:

	 	For the development of Stimuvax and
as a financial investment in you,
EMD Serono will offer you a special
bonus based on the following three
(3) deliverables which are further
specified in the attached Schedule
“A”:
	 
	 	 
	 

	 	1.  Delivery of all batches for
continuous Clinical Trial Supply
throughout 2009 and comparability
submission for Semoy vs Baxter
material. For the achievement of
this milestone you will receive a
lump sum payment equivalent to •
months of your then current salary,
less applicable taxes in January
2010.

	 
	 	 
	 

	 	2.  Comparability submission
commercial scale vs clinical scale.
For the achievement of this 2010
milestone you will receive a lump
sum payment equivalent to • months
of your then current salary, less
applicable taxes in January 2011.

	 
	 	 
	 

	 	3.  Validation package commercial
scale completed. For the
achievement of this 2011 milestone
you will receive a lump sum payment
equivalent to • months of your then
current salary less applicable taxes
in January 2012.

	 
	 	 
	 

	 	Should you resign or be terminated
for any reason during 2009 — 2011,
you will not be eligible for any
bonus not already paid.
	 
	 	 
	Performance Bonus:

	 	Your target bonus is •% of your base
salary, however the actual amount of
bonus awarded will be based on
achievement of your own individual
performance objectives, as outlined
in your Personal and Professional
Development Plan, and the group
objectives for EMD Serono Canada. 




Should you resign or should your
employment be terminated for any
reason during the plan year (January
to December) you will not be
eligible for a bonus payout.
	 
	 	 
	Vacation:

	 	Vacation time is accrued on a
monthly basis according to
seniority. We will recognize your
prior service with Oncothyreon for
vacation purposes. You are eligible
for • weeks of vacation time -
accrued at • days per month for each
calendar year of service. In
addition to vacation you will
receive one (1) floater day.
	 
	 	 
	 

	 	Currently, the offices are closed
during the last week of December.
Please refer to the Holiday
Schedule. This time is not
considered part of your vacation
entitlement.
	 
	 	 
	 

	 	In the event your employment with
EMD Serono is terminated for any
reason, EMD Serono will deduct from
your final pay cheque an amount
equal to the vacation pay you
received for vacation time taken in
advance of its accrual.






 




			
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63


	 	 	 
	Benefits:

	 	You will be entitled to participate
in EMD Serono’s benefit program. A
schedule of our benefits is attached
for your review.
	 
	 	 
	Expenses:

	 	You will be reimbursed for all
authorized travelling and other
out-of-pocket expenses actually and
properly incurred by you in
connection with your duties under
this Agreement in accordance with
EMD Serono expense policy in effect
from time to time. For all such
expenses, you will furnish to EMD
Serono statements and vouchers, as
and when EMD Serono requires.
	 
	 	 
	Duties and Responsibilities:

	 	You will duly and diligently perform
all the duties assigned to you while
in the employ of EMD Serono and will
truly and faithfully account for and
deliver to EMD Serono all money;
securities and things of value
belonging to EMD Serono that you may
from time to time receive for, from
or on account of EMD Serono.
	 
	 	 
	Rules and Regulations:

	 	You will be bound by and will
faithfully observe and abide by all
the policies, rules and regulations
of EMD Serono from time to time in
force which are brought to your
notice or of which you should
reasonably be aware.
	 
	 	 
	Patentable Invention

	 	In the event that you contribute to
any patentable invention arising
while employed by EMD Serono, any
such patentable invention will be
the exclusive property of EMD Serono
and EMD Serono will have the
exclusive right to file patent
applications in the name of EMD
Serono in connection with such
patentable invention and you will
co-operate with EMD Serono and
provide all necessary assistance in
the filing and prosecution of such
patent applications.
	 
	 	 
	Non-Disclosure:

	 	You will not (either during your
employment or at any time after the
termination of your employment for
any reason) disclose any information
relating to the private or
confidential affairs of EMD Serono
or relating to any secrets of EMD
Serono to any person other than for
EMD Serono’s purposes and, without
limiting the generality of the
foregoing, you will not (either
during your employment or at any
time after the termination of your
employment for any reason) disclose
EMD Serono’s Proprietary Information
to any person other than for EMD
Serono’s purposes and will not
(either during your employment or at
any time after the termination of
your employment for any reason) use
for your own purposes or for any
purposes other than those of EMD
Serono any such information or
secrets you may acquire in relation
to the business of EMD Serono’s
Proprietary Information.






 




			
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64


	 	 	 
	Resignation:

	 	You may terminate your employment
upon giving two (2) weeks’ written
notice to EMD Serono. You agree
that EMD Serono may waive the notice
period by paying to you an amount
equivalent to a salary you would
have received during the notice
period. You also agree that such
waiver by EMD Serono does not
constitute a termination of your
employment by EMD Serono.
	 
	 	 
	Termination of Employment:

	 	EMD Serono may terminate your
employment at any time for cause
without notice and without pay in
lieu of notice, severance, damages,
bonus or other compensation of any
kind.
	 
	 	 
	 

	 	In the event EMD Serono terminates
your employment, you will receive a
lump sum payment equivalent to two
(2) weeks base salary, per year of
service, including your past service
at Oncothyreon Inc. This lump sum
payment will include all payments
due to you upon termination of
employment, including any
entitlements to pay in lieu of
notice pursuant to the Employment
Standards Code (Alberta) and any
severance pay to which you may be
entitled.
	 
	 	 
	Deduction from Final Pay:

	 	EMD Serono reserves the right at the
time of separation to deduct any
outstanding amounts owed by you to
EMD Serono from your final wages or
bonus amounts owing to you.
	 
	 	 
	Entire Agreement:

	 	This Agreement, the milestone
concept attached as Schedule “A”,
the attached Non-Competition and
Non-Solicitation Agreement, marked
as Schedule “B”, and the policies of
EMD Serono constitute the entire
agreement between you and EMD Serono
with respect to your employment and
cancels and supersedes any prior
understandings and agreements
between you and EMD Serono with
respect to your employment. There
are no representations, warranties,
forms, conditions, undertakings or
collateral agreements, express,
implied or statutory between you and
EMD Serono other than as expressly
set forth in this Agreement.
	 
	 	 
	Pre-Contractual Representation:

	 	You hereby waive any right to assert
a claim based on any pre-contractual
representations, negligent or
otherwise, made by EMD Serono.
	 
	 	 
	Governing Law:

	 	This Agreement will be governed by
and construed in accordance with the
laws of the Province of Alberta and
the laws of Canada applicable in
Alberta.





Please carefully read and consider the terms and conditions described in this letter and confirm
your understanding by signing in the space provided below and return a signed copy to the attention
of Megan lannone — Human Resources or via confidential fax to 905-919-0291 no later than December
17, 2008. When you sign this letter, it will be a binding employment agreement between you and EMD
Serono.



[Insert name], we trust that this letter suitably represents our discussion and that you will
accept






 




			
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65





our offer. We look forward to you joining the EMD Serono team and wish you every success in your
new role.




	 	 	 	 	 	 	 
	Yours very truly,
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	EMD SERONO, CANADA INC
	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 

Deborah Brown

	 	 
	 	 

Debbie Lowe
	 	 
	Managing Director, Canada

	 	 	 	Director, Human Resources	 	 






Enclosure



I have read, understand and voluntarily accept the terms of employment described above as
constituting a binding employment agreement between EMD Serono and myself.




	 	 	 	 	 	 	 
	 

[Employee Name]

	 	 

Date
	 	 

Social Insurance Number
	 	 








 




			
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66






Schedule “A” — Milestone Definition




[+] [Redaction continues for two pages]






 




			
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67


Schedule “B” — Non-Competition and Non-Solicitation Agreement




NON-COMPETITION AND NON-SOLICITATION AGREEMENT




THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is made as of 18 December, 2008,




BETWEEN




          •, of the City of Edmonton in the Province of Alberta (the “Employee”)




- and -




EMD Serono Canada Inc., a corporation incorporated under laws of the Province of Alberta (“EMD
Serono”).



WHEREAS:





	A.	 	The Employee was employed by Oncothyreon Inc. (“Oncothyreon”) and EMD SERONO and Oncothyreon
entered into an Asset Purchase Agreement dated 18 December 2008 (“Asset Purchase Agreement”);
and
	 
	B.	 	EMD Serono offered employment to the Employee upon closing of the transaction (“Closing”),
conditional upon signing this Agreement.





In consideration of the offer of employment from EMD Serono plus other valuable consideration, the
parties agree as follows:



Non-Competition and Non-Solicitation





	1.	 	The Employee agrees that during his/her employment and for a period of twelve (12) months
following the cessation of employment, he/she will not, without the prior written consent of
EMD Serono:






	 	(i)	 	either individually or in conjunction with any person as principal, agent,
consultant, advisor, employee or shareholder (other than a holding of shares listed on
a Canadian or United States stock exchange that does not exceed ten percent (10%) of
the outstanding shares so listed) directly or indirectly engage in, work in, or lend
money to any business, professional or commercial activity competitive with the
Business of EMD Serono within North America (“Territory”). For clarity the “Business”
of EMD Serono for the purposes of this Agreement shall include any business in North
America which provides any or all of the following products or services:
	 
	 	 	 	cancer vaccines.
	 
	 	(ii)	 	hire away or induce, coerce, counsel or entice any employee or consultant of






 






			
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68







	 	 	 	EMD Serono in the Territory to leave his/her employment or engagement with EMD
Serono.






	2.	 	Employee acknowledges and agrees that in accepting employment with EMD Serono, he/she is in a
fiduciary position and that all of the restrictions in this Agreement are reasonable, valid
and do not go beyond what is necessary to protect the business interests of EMD Serono and he
agrees to waive any defences to the strict enforcement of these restrictions. These
restrictions are only intended to safeguard against the Employee participating in competitive
endeavours against EMD Serono or hiring away staff of EMD Serono and not to restrict the
Employee from being engaged in other employment and businesses that are not in competition
with EMD Serono in the Territory.
	 
	3.	 	Employee agrees that a breach of the terms of this Agreement would result in damages to EMD
Serono which could not adequately be compensated for by a monetary award and accordingly, in
the event of a breach, in addition to all other remedies available to EMD Serono at law or in
equity, EMD Serono will be entitled as a matter of right to apply to a Court for a restraining
order, injunction, decree or any other order as may be appropriate to ensure compliance with
this Agreement.
	 
	4.	 	If there are any provisions of this Agreement which are found not to be enforceable by a
Court, those provisions are to be severed and the remaining provisions shall remain in full
force and effect.
	 
	5.	 	This Agreement will be governed by the laws of the Province of Alberta and the parties hereto
irrevocably attorn to the jurisdiction of the Alberta Courts.





IN WITNESS WHEREOF the parties have executed this Agreement.



	 	 	 	 	 
	 	EMD SERONO INC.

Per:

 	 
	 	
 	 
	 	Deborah Brown 	 
	 	Managing Director, Canada 	 
	 



SIGNED AND WITNESSED

in the presence of:




	 	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 
	Witness

	 	 
	 	•
	 	 







 






			
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69






EMD Serono Canada & Your Offered Benefit




The Company recognizes that benefits are an integral part of the overall compensation package. On
an ongoing basis, the Human Resources Department reviews and monitors benefit programs to ensure
that the Company is offering a competitive and comprehensive benefits package to Employees.



Your Health & Welfare Benefits




Health Insurance




Vision Benefits




Dental Benefits




Short-Term Disability




Long-Term Disability (mandatory paid by employee)




Life Insurance, Accidental Death & Dismemberment Insurance




Your Retirement Benefits




Pension Plan




Employees are entitled to contribute a minimum of 1% to a maximum of 7% of their base salary to the
pension plan. The Company will match the Employee’s contribution up to a maximum of 7% of their
base salary. Both contributions are then invested through the pension plan carrier, where the
Employee chooses the type of funds. The pension plan carrier offers over thirty (30) funds from
100% equity to 100% fixed rate.



Additional Benefits




Wellness Reimbursement




All Employees working twenty (20) or more hours per week are eligible for Company-subsidized
memberships at health and/or wellness related programs and the purchase of home gym equipment.
Memberships can include immediate family members (spouse/domestic partner and children). The
Employee must be the principal member of a Family membership. The Company will reimburse on a
monthly basis 50% of the cost of health club memberships and/or any wellness related programs up to
$600 per year for Full-Time Employees.



Reimbursements are treated as taxable compensation and will be reflected on T4s at year-end. An
Employee taking part in this program will be required to reimburse the Company if they terminate
employment within one (1) year after receiving reimbursement.



Personal Computer Reimbursement




All Regular, Full-Time Employees who have completed one (1) full year of employment with




 






			
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70






the Company are eligible to receive reimbursement for the purchase of a personal computer for home
use. The Company will reimburse the cost of a personal computer (hardware CPU, monitor, CD-ROM
drive, printer, modem, sound card, etc.) up to a maximum of $1,750. This reimbursement is
renewable every three years.



Reimbursements are treated as taxable compensation and will be reflected on T4s at year-end. An
Employee taking part in this program will be required to reimburse the Company if they terminate
employment within one (1) year after receiving reimbursement.



This program is not retroactive. Employees who have received reimbursement through the previous
policy ($1,500 per lifetime) will become eligible for the current program three years from the
initial reimbursement.



Employee Assistance Program — LifeBalance




EMD Serono offers private counseling through RBC Insurance (UnumProvident) which offers assistance
to Employees and family members who may be experiencing personal problems, that, in time, may
affect their personal and professional lives. The EAP services include assessment, short-term
counseling, referral and follow-up. In addition, LifeBalance offers a comprehensive resource and
referral program locating providers who offer childcare services, elder care services, financial
and legal services, as well as a host of other home and health providers. The EAP is strictly
confidential.



Flex Work Arrangements




The Company considers flexible work hours a viable alternative work arrangement in cases where
individual, job, and managerial characteristics are best suited to such an arrangement. Flexible
work hours provide flexibility from standard work hours and may be appropriate for some Employees
and some jobs, but not appropriate for others given the nature of the work that is performed. A
flexible work hours arrangement is not an entitlement, nor a Company-wide benefit, and in no way
changes an Employee’s terms and conditions with the Company.



Employee Referral Bonus Program




The Company recognizes that one of the most effective ways to find the right people for our Company
is through the people who know it best — our Employees.



The Company encourages Employee assistance in the recruitment of high quality, new Employees
through Employee referrals and rewards Employees for making such referrals, as we value our people
and we value your contribution to our business. That is why we have introduced the Employee
Referral Bonus Program, which is designed to reward you whenever you successfully refer a candidate
for a position at the Company.



All Regular Full-Time and Part-Time Employees of the Company who are paid via the Company’s
Canadian payroll may participate in this program with the exception of Employees within the Human
Resources Department, and the respective Hiring Manager of a position and any of their direct
reports.




 






			
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72


Schedule K

Form of Employment Agreement — Non-Key Employees


<DATE>


PERSONAL AND CONFIDENTIAL


<NAME>

c/o Oncothyreon
2011 — 94 Street, Suite 200
Edmonton, Alberta
T6N 1H1


Re: Employment Agreement


Dear <NAME>:


Following the acquisition of the Oncothyreon Inc. Edomonton site, we are pleased to offer you the
position of <TITLE>, reporting to <MANAGER’S NAME AND TITLE> effective January 1, 2009.
This letter will confirm our discussion and your offer of employment with EMD Serono Canada Inc.
(“EMD Serono”), which is conditional on the closing of a sale agreement between EMD Serono and your
current employer, Oncothyreon.


The terms and condition of your employment are as follows:



	 	 	 
	Scope of Work:

	 	As a <TITLE, you will perform
such duties and exercise such powers
related to this position as EMD
Serono may assign to you from time
to time. You may be employed by EMD
Serono in a position other than a
<TITLE>, upon EMD Serono
notifying you in writing of such
assignment in which event you will,
subject to the terms and conditions
in this Agreement continue to be
employed by EMD Serono in the
position to which you have been
promoted or transferred to. In the
event of any further change in your
position, the provisions of this
Agreement will apply, with the
necessary changes being made. A
written job description will be
provided to you.
	 
	 	 
	Place of 
Employment:

	 	You will perform your work and
services for EMD Serono, or for such
other person, as may be authorized
by EMD Serono from time to time, in
the Edmonton Office. You will
reside within a reasonable daily
commuting distance of such place of
employment provided that you will
also perform your work and services
in such other places as EMD Serono
may require from time to time.
	 
	 	 
	Salary:

	 	Your annual salary will be
<SALARY> per annum based on a
37.5 hour work week. This payment
will be deposited directly into your
account at the bank of your choice,
payable on a bi-weekly basis in
arrears. Your salary will be
reviewed in April 2010.
	 
	Stimuvax 
Advancement
 Bonus:

	 	For the development of Stimuvax and
as a financial investment in you,
EMD Serono will offer you a special
bonus based on the following three
(3) deliverables which are further
specified in the attached Schedule
“A”:








 



			
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73


	 	 	 
	 

	 	1. Delivery of all batches for
continuous Clinical Trial Supply
throughout 2009 and comparability
submission for Semoy vs Baxter
material. For the achievement of
this milestone you will receive a
lump sum payment equivalent to
<x> months of your then
current salary, less applicable
taxes in January 2010.

	 
	 	 
	 

	 	2. Comparability submission
commercial scale vs clinical scale.
For the achievement of this 2010
milestone you will receive a lump
sum payment equivalent to <x>
months of your then current salary,
less applicable taxes in January
2011.

	 
	 	 
	 

	 	3. Validation package commercial
scale completed. For the achievement
of this 2011 milestone you will
receive a lump sum payment
equivalent to <x> months of
your then current salary less
applicable taxes in January 2012.

	 
	 	 
	 

	 	Should you resign or be terminated
for any reason during 2009 — 2011,
you will not be eligible for any
bonus not already paid.
	 
	 	 
	Performance 
Bonus:

	 	Your target bonus is <BONUS>
of your base salary however the
actual amount of bonus awarded will
be based on achievement of your own
individual performance objectives,
as outlined in your Personal and
Professional Development Plan, and
the group objectives for EMD Serono
Canada.
	 
	 	 
	 

	 	Should you resign or should your
employment be terminated for any
reason during the plan year (January
to December) you will not be
eligible for a bonus payout.
	 
	 	 
	Vacation:

	 	Vacation time is accrued on a
monthly basis according to
seniority. We will recognize your
prior service with Oncothyreon for
vacation purposes. You are eligible
for <VACATION AMOUNT> weeks of
vacation time — accrued at
<ACCRUAL> days per month for
each calendar year of service. Your
prorated vacation entitlement for
<YEAR> will be <PRORATED
AMOUNT> days. In addition to
vacation you will receive one (1)
floater day.
	 
	 	 
	 

	 	Currently, the offices are closed
during the last week of December.
Please refer to the Holiday
Schedule. This time is not
considered part of your vacation
entitlement.
	 
	 	 
	 

	 	In the event your employment with
EMD Serono is terminated for any
reason, EMD Serono will deduct from
your final pay cheque an amount
equal to the vacation pay you
received for vacation time taken in
advance of its accrual
	 
	 	 
	Benefits:

	 	You will be entitled to participate
in EMD Serono’s benefit program. A
schedule of our benefits is attached
for your review.
	 
	 	 
	Expenses:

	 	You will be reimbursed for all
authorized travelling and other
out-of-pocket expenses actually and
properly incurred by you in
connection with your








 





			
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74






	 	 	 
	 

	 	duties under
this Agreement in accordance with
EMD Serono expense policy in effect
from time to time. For all such
expenses, you will furnish to EMD
Serono statements and vouchers, as
and when EMD Serono requires.
	 
	 	 
	Duties and Responsibilities

	 	You will duly and diligently perform
all the duties assigned to you while
in the employ of EMD Serono and will
truly and faithfully account for and
deliver to EMD Serono all money;
securities and things of value
belonging to EMD Serono that you may
from time to time receive for, from
or on account of EMD Serono.
	 
	 	 
	Rules and Regulations:

	 	You will be bound by and will
faithfully observe and abide by all
the policies, rules and regulations
of EMD Serono from time to time in
force which are brought to your
notice or of which you should
reasonably be aware.
	 
	 	 
	Patentable 
Invention

	 	In the event that you contribute to
any patentable invention arising
while employed by EMD Serono, any
such patentable invention will be
the exclusive property of EMD Serono
and EMD Serono will have the
exclusive right to file patent
applications in the name of EMD
Serono in connection with such
patentable invention and you will
co-operate with EMD Serono and
provide all necessary assistance in
the filing and prosecution of such
patent applications.
	 
	 	 
	Non-Disclosure:

	 	You will not (either during your
employment or at any time after the
termination of your employment for
any reason) disclose any information
relating to the private or
confidential affairs of EMD Serono
or relating to any secrets of EMD
Serono to any person other than for
EMD Serono’s purposes and, without
limiting the generality of the
foregoing, you will not (either
during your employment or at any
time after the termination of your
employment for any reason) disclose
EMD Serono’s Proprietary Information
to any person other than for EMD
Serono’s purposes and will not
(either during your employment or at
any time after the termination of
your employment for any reason) use
for your own purposes or for any
purposes other than those of EMD
Serono any such information or
secrets you may acquire in relation
to the business of EMD Serono’s
Proprietary Information.
	 
	 	 
	Resignation:

	 	You may terminate your employment
upon giving two (2) weeks’ written
notice to EMD Serono. You agree
that EMD Serono may waive the notice
period by paying to you an amount
equivalent to a salary you would
have received during the notice
period. You also agree that such
waiver by EMD Serono does not
constitute a termination of your
employment by EMD Serono.







 






			
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75






	 	 	 
	Termination of Employment:

	 	EMD Serono may terminate your
employment at any time for cause
without notice and without pay in
lieu of notice, severance, damages,
bonus or other compensation of any
kind. 




In the event EMD Serono terminates
your employment, you will receive a
lump sum payment equivalent to two
(2) weeks base salary, per year of
service, including your past service
at Oncothyreon Inc. This lump sum
payment will include all payments
due to you upon termination of
employment, including any
entitlements to pay in lieu of
notice pursuant to the Employment
Standards Code (Alberta) and any
severance pay to which you may be
entitled.
	 
	 	 
	Deduction from Final Pay:

	 	EMD Serono reserves the right at the
time of separation to deduct any
outstanding amounts owed by you to
EMD Serono from your final wages or
bonus amounts owing to you.
	 
	 	 
	Entire Agreement:

	 	This Agreement, the milestone
concept attached as Schedule “A”,
and the policies of EMD Serono
constitute the entire agreement
between you and EMD Serono with
respect to your employment and
cancels and supersedes any prior
understandings and agreements
between you and EMD Serono with
respect to your employment. There
are no representations, warranties,
forms, conditions, undertakings or
collateral agreements, express,
implied or statutory between you and
EMD Serono other than as expressly
set forth in this Agreement.
	 
	 	 
	Pre-Contractual Representation:

	 	You hereby waive any right to assert
a claim based on any pre-contractual
representations, negligent or
otherwise, made by EMD Serono.
	 
	 	 
	Governing Law:

	 	This Agreement will be governed by
and construed in accordance with the
laws of the Province of Alberta and
the laws of Canada applicable in
Alberta.








 





			
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76






Please carefully read and consider the terms and conditions described in this letter and confirm
your understanding by signing in the space provided below and return a signed copy to the attention
of Megan Iannone — Human Resources or via confidential fax to 905-919-0291 no later than December
23, 2008. When you sign this letter, it will be a binding employment agreement between you and EMD
Serono.



<NAME>, we trust that this letter suitably represents our discussion and that you will accept
our offer. We look forward to you joining the EMD Serono Technical Operations team and wish you
every success in your new role.



Yours very truly,

EMD SERONO, CANADA INC



	 	 	 	 	 	 	 
	 
	Deborah Brown
	 	 	 	Debbie Lowe
	 	 
	Managing Director, Canada

	 	 	 	Director, Human Resources	 	 






Enclosure




I have read, understand and voluntarily accept the terms of employment described above as
constituting a binding employment agreement between EMD Serono and myself.



	 	 	 	 	 
	 

	 	 
	 	 
	<NAME>

	 	Date
	 	Social Insurance Number







 






			
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77






Schedule “A” — Milestone Definition




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 78

EMD SERONO CANADA & YOUR OFFERED BENEFITS 



The Company recognizes that benefits are an integral part o the overall compensation package. On
an ongoing basis, the Human Resources Department reviews and monitors benefit programs to ensure
that the Company is offering a competitive and comprehensive benefits package to Employees.




Your Health & Welfare Benefits




Health Insurance




Vision Benefits




Dental Benefits




Short-Term Disability




Long-Term Disability (mandatory paid by employee)




Life Insurance, Accidental Death & Dismemberment Insurance




Your Retirement Benefits



Pension Plan



Employees are entitled to contribute a minimum of 1% to a maximum of 7% of their base salary to the
pension plan. The Company will match the Employee’s contribution up to a maximum of 7% of their
base salary. Both contributions are then invested through the pension plan carrier, where the
Employee chooses the type of funds. The pension plan carrier offers over thirty (30) funds from
100% equity to 100% fixed rate.




Additional Benefits



Wellness Reimbursement



All Employees working twenty (20) or more hours per week are eligible for Company-subsidized
memberships at health and/or wellness related programs and the purchase of home gym equipment.
Memberships can include immediate family members (spouse/domestic partner and children). The
Employee must be the principal member of a Family membership. The Company will reimburse on a
monthly basis 50% of the cost of health club memberships and/or any wellness related programs up to
$600 per year for Full-Time Employees.



Reimbursements are treated as taxable compensation and will be reflected on T4s at year-end. An
Employee taking part in this program will be required to reimburse the Company if they






 




			
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79





terminate employment within one (1) year after receiving reimbursement.




Personal Computer Reimbursement




All Regular, Full-Time Employees who have completed one (1) full year of employment with the
Company are eligible to receive reimbursement for the purchase of a personal computer for home use.
The Company will reimburse the cost of a personal computer (hardware CPU, monitor, CD-ROM drive,
printer, modem, sound card, etc.) up to a maximum of $1,750. This reimbursement is renewable every
three years.



Reimbursements are treated as taxable compensation and will be reflected on T4s at year-end. An
Employee taking part in this program will be required to reimburse the Company if they terminate
employment within one (1) year after receiving reimbursement.



This program is not retroactive. Employees who have received reimbursement through the previous
policy ($1,500 per lifetime) will become eligible for the current program three years from the
initial reimbursement.



Employee Assistance Program — LifeBalance 





EMD Serono offers private counseling through RBC Insurance (UnumProvident) which offers assistance
to Employees and family members who may be experiencing personal problems, that, in time, may
affect their personal and professional lives. The EAP services include assessment, short-term
counseling, referral and follow-up. In addition, LifeBalance offers a comprehensive resource and
referral program locating providers who offer childcare services, elder care services, financial
and legal services, as well as a host of other home and health providers. The EAP is strictly
confidential.



Flex Work Arrangements





The Company considers flexible work hours a viable alternative work arrangement in cases where
individual, job, and managerial characteristics are best suited to such an arrangement. Flexible
work hours provide flexibility from standard work hours and may be appropriate for some Employees
and some jobs, but not appropriate for others given the nature of the work that is performed. A
flexible work hours arrangement is not an entitlement, nor a Company-wide benefit, and in no way
changes an Employee’s terms and conditions with the Company.



Employee Referral Bonus Program





The Company recognizes that one of the most effective ways to find the right people for our Company
is through the people who know it best — our Employees.



The Company encourages Employee assistance in the recruitment of high quality, new Employees
through Employee referrals and rewards Employees for making such referrals, as we value our people
and we value your contribution to our business. That is why we have introduced the Employee
Referral Bonus Program, which is designed to reward you whenever you successfully refer a candidate
for a position at the Company.



All Regular Full-Time and Part-Time Employees of the Company who are paid via the Company’s
Canadian payroll may participate in this program with the exception of Employees within the Human
Resources Department, and the respective Hiring Manager of a position and any of their direct
reports.





 




			
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80






<DATE>




PERSONAL AND CONFIDENTIAL




<NAME>

c/o Oncothyreon

2011 — 94 Street, Suite 200

Edmonton, Alberta

T6N 1H1




Re: Employment Agreement




Dear <NAME>:




We are very pleased to offer you the position of <TITLE>, effective January 1, 2009 reporting
to <NAME — TITLE>. This letter will confirm our discussion and your offer of employment with
EMD Serono Canada Inc. (“EMD Serono”), which is conditional on the closing of a sale agreement
between EMD Serono and your current employer, Oncothyreon.



The terms and condition of your employment are as follows:



	 	 	 
	Scope of Work:

	 	As a <TITLE>, you will perform such duties and
exercise such powers related to this position as EMD
Serono may assign to you from time to time. You may be
employed by EMD Serono in a position other than a
<TITLE>, upon EMD Serono notifying you in writing
of such assignment in which event you will, subject to
the terms and conditions in this Agreement continue to
be employed by EMD Serono in the position to which you
have been promoted or transferred to. In the event of
any further change in your position, the provisions of
this Agreement will apply, with the necessary changes
being made. A written job description will be provided
to you.
	 
	 	 
	Place of Employment:

	 	You will perform your work and services for EMD Serono,
or for such other person, as may be authorized by EMD
Serono from time to time, in the Edmonton Office. You
will reside within a reasonable daily commuting distance
of such place of employment provided that you will also
perform your work and services in such other places as
EMD Serono may require from time to time.
	 
	 	 
	Salary:

	 	Your annual salary will be $<SALARY>per annum
based on a 37.5 hour work week. This payment will be
deposited directly into your account at the bank of your
choice, payable on a bi-weekly basis in arrears. Your
salary will be reviewed in April 2010.
	 
	 	 
	Stimuvax 

Advancement Bonus:

	 	For the development of Stimuvax and as a financial
investment in you, EMD Serono will offer you a special
bonus based on the following three (3) deliverables
which are further specified in the attached Schedule
“A”:








 




			
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81






	 	 	 
	 

	 	4.    Delivery of all batches for continuous Clinical Trial
Supply throughout 2009 and comparability submission for
Semoy vs Baxter material. For the achievement of this
milestone you will receive a lump sum payment equivalent
to <#> months of your then current salary, less
applicable taxes in January 2010.

	 
	 	 
	 

	 	5.    Comparability submission commercial scale vs clinical
scale. For the achievement of this 2010 milestone you
will receive a lump sum payment equivalent to <#>
months of your then current salary, less applicable
taxes in January 2011.

	 
	 	 
	 

	 	6.    Validation package commercial scale completed. For
the achievement of this 2011 milestone you will receive
a lump sum payment equivalent to <#> months of
your then current salary less applicable taxes in
January 2012.

	 
	 	 
	 

	 	Should you resign or be terminated for any reason during
2009 - 2011, you will not be eligible for any bonus not
already paid.
	 
	 	 
	Performance Bonus:

	 	Your target bonus is <%> of your base salary,
however the actual amount of bonus awarded will be based
on achievement of your own individual performance
objectives, as outlined in your Personal and
Professional Development Plan, and the group objectives
for EMD Serono Canada. 




Should you resign or should your employment be
terminated for any reason during the plan year (January
to December) you will not be eligible for a bonus
payout.
	 
	 	 
	Vacation:

	 	Vacation time is accrued on a monthly basis according to
seniority. We will recognize your prior service with
Oncothyreon for vacation purposes. You are eligible for
<#> weeks of vacation time — accrued at <#>
days per month for each calendar year of service. In
addition to vacation you will receive one (1) floater
day.
	 
	 	 
	 

	 	Currently, the offices are closed during the last week
of December. Please refer to the Holiday Schedule. This
time is not considered part of your vacation
entitlement.
	 
	 	 
	 

	 	In the event your employment with EMD Serono is
terminated for any reason, EMD Serono will deduct from
your final pay cheque an amount equal to the vacation
pay you received for vacation time taken in advance of
its accrual
	 
	 	 
	Benefits:

	 	You will be entitled to participate in EMD Serono’s
benefit program. A schedule of our benefits is attached
for your review.
	 
	 	 
	Expenses:

	 	You will be reimbursed for all authorized travelling and
other out-of-pocket expenses actually and properly
incurred by you in connection with your duties under
this Agreement in accordance with EMD Serono expense








 




			
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82






	 	 	 
	 

	 	policy in effect from time to time. For all such
expenses, you will furnish to EMD Serono statements and
vouchers, as and when EMD Serono requires.
	 
	 	 
	Duties and
Responsibilities

	 	You will duly and diligently perform all the duties
assigned to you while in the employ of EMD Serono and
will truly and faithfully account for and deliver to EMD
Serono all money; securities and things of value
belonging to EMD Serono that you may from time to time
receive for, from or on account of EMD Serono.
	 
	 	 
	Rules and
Regulations:

	 	You will be bound by and will faithfully observe and
abide by all the policies, rules and regulations of EMD
Serono from time to time in force which are brought to
your notice or of which you should reasonably be aware.
	 
	 	 
	Patentable Invention

	 	In the event that you contribute to any patentable
invention arising while employed by EMD Serono, any such
patentable invention will be the exclusive property of
EMD Serono and EMD Serono will have the exclusive right
to file patent applications in the name of EMD Serono in
connection with such patentable invention and you will
co-operate with EMD Serono and provide all necessary
assistance in the filing and prosecution of such patent
applications.
	 
	 	 
	Non-Disclosure:

	 	You will not (either during your employment or at any
time after the termination of your employment for any
reason) disclose any information relating to the private
or confidential affairs of EMD Serono or relating to any
secrets of EMD Serono to any person other than for EMD
Serono’s purposes and, without limiting the generality
of the foregoing, you will not (either during your
employment or at any time after the termination of your
employment for any reason) disclose EMD Serono’s
Proprietary Information to any person other than for EMD
Serono’s purposes and will not (either during your
employment or at any time after the termination of your
employment for any reason) use for your own purposes or
for any purposes other than those of EMD Serono any such
information or secrets you may acquire in relation to
the business of EMD Serono’s Proprietary Information.
	 
	 	 
	Resignation:

	 	You may terminate your employment upon giving two (2)
weeks’ written notice to EMD Serono. You agree that EMD
Serono may waive the notice period by paying to you an
amount equivalent to a salary you would have received
during the notice period. You also agree that such
waiver by EMD Serono does not constitute a termination
of your employment by EMD Serono.








 




			
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83






	 	 	 
	Termination of
Employment:

	 	EMD Serono may terminate your employment at any time for
cause without notice and without pay in lieu of notice,
severance, damages, bonus or other compensation of any
kind.
	 
	 	 
	 

	 	In the event EMD Serono terminates your employment
without cause, you will receive a lump sum payment
equivalent to:
	 
	 	 
	 

	 	a. <#>base salary, less statutory deductions,

	 
	 	 
	 

	 	b. Performance Bonus pay at target for the period of
January 1 to your termination date, less statutory
deductions,

	 
	 	 
	 

	 	c. Additional Performance Bonus pay at target for
<#> following termination, less statutory
deductions,

	 
	 	 
	 

	 	This lump sum payment will include all payments due to
you upon termination of employment, including any
entitlements to pay in lieu of notice pursuant to the
Employment Standards Code (Alberta) and any severance
pay to which you may be entitled.
	 
	 	 
	 

	 	Please note that benefit coverage terminates effective
the date of termination of employment, regardless of the
manner of or reason for termination, unless otherwise
required by the Employment Standards Code (Alberta), as
amended.
	 
	 	 
	Release

	 	In consideration of Oncothyreon Inc. and /or certain of
its affiliates negotiating the asset purchase agreement
with EMD Serono, and EMD Serono extending the within
offer of employment to you, you agree to release
Oncothyreon Inc. and its parents, subsidiaries,
affiliates, partners and related companies (including
their directors, officers, employees and agents)
(collectively “Oncothyreon”) from all obligations and
claims that you have or may have (including but not
limited to claims for notice of termination, pay and
benefits in lieu of notice, termination pay, severance
pay, bonus pay, retention pay, overtime pay, vacation
pay, wages and benefits) relating to your employment
with Oncothyreon, the termination of that employment,
and the discontinuance of all benefit coverage . Without
limiting the generality of the foregoing, you
acknowledge that this release applies to all claims you
have or may have against Oncothyreon including any
claims under the Employment Standards Code (Alberta) and
the Human Rights, Citizenship and Multiculturalism Act
(Alberta).
	 
	 	 
	Deduction from 

Final Pay:

	 	EMD Serono reserves the right at the time of separation
to deduct any outstanding amounts owed by you to EMD
Serono from your final wages or bonus amounts owing to
you.








 




			
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84






	 	 	 
	Entire Agreement:

	 	This Agreement, the milestone concept attached as
Schedule “A”, the attached Non-Competition and
Non-Solicitation Agreement, marked as Schedule “B”, and
the policies of EMD Serono constitute the entire
agreement between you and EMD Serono with respect to
your employment and cancels and supersedes any prior
understandings and agreements between you and EMD Serono
with respect to your employment. There are no
representations, warranties, forms, conditions,
undertakings or collateral agreements, express, implied
or statutory between you and EMD Serono other than as
expressly set forth in this Agreement.
	 
	 	 
	Pre-Contractual 

Representation:

	 	You hereby waive any right to assert a claim based on
any pre-contractual representations, negligent or
otherwise, made by EMD Serono.
	 
	 	 
	Governing Law:

	 	This Agreement will be governed by and construed in
accordance with the laws of the Province of Alberta and
the laws of Canada applicable in Alberta.






Please carefully read and consider the terms and conditions described in this letter and confirm
your understanding by signing in the space provided below and return a signed copy to the attention
of Megan Iannone — Human Resources or via confidential fax to 905-919-0291 no later than December
23, 2008. When you sign this letter, it will be a binding employment agreement between you and EMD
Serono.



<NAME>, we trust that this letter suitably represents our discussion and that you will accept
our offer. We look forward to you joining the EMD Serono team and wish you every success in your
new role.



Yours very truly,

EMD SERONO, CANADA INC



	 	 	 
	 
	 	 
	 

	 	 
	Deborah Brown

	 	Debbie Lowe
	Managing Director, Canada

	 	Director, Human Resources






Enclosure




I have read, understand and voluntarily accept the terms of employment described above as
constituting a binding employment agreement between EMD Serono and myself.




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	<NAME>

	 	Date
	 	Social Insurance Number








 




			
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Schedule “A” — Milestone Definition




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Schedule “B” — Non-Competition and Non-Solicitation Agreement




NON-COMPETITION AND NON-SOLICITATION AGREEMENT




     THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is made as of 18 December,
2008,



BETWEEN





<NAME>, of the City of Edmonton in the Province of Alberta
(the “Employee”)



— and —




EMD Serono Canada Inc., a corporation incorporated under laws of the Province of Alberta
(“EMD Serono”).




WHEREAS:





	A.	 	The Employee was employed by Oncothyreon Inc. (“Oncothyreon”) and EMD SERONO and Oncothyreon
entered into an Asset Purchase Agreement dated 18 December 2008 (“Asset Purchase Agreement”);
and
	 
	B.	 	EMD Serono offered employment to the Employee upon closing of the transaction (“Closing”),
conditional upon signing this Agreement.





In consideration of the offer of employment from EMD Serono plus other valuable consideration, the
parties agree as follows:



Non-Competition and Non-Solicitation





	1.	 	The Employee agrees that during his/her employment and for a period of twelve (12) months
following the cessation of employment, he/she will not, without the prior written consent of
EMD Serono:






	 	(i)	 	either individually or in conjunction with any person as
principal, agent, consultant, advisor, employee or shareholder (other than a
holding of shares listed on a Canadian or United States stock exchange that
does not exceed ten percent (10%) of the outstanding shares so listed)
directly or indirectly engage in, work in, or lend money to any business,
professional or commercial activity competitive with the Business of EMD Serono
within North America (“Territory”). For clarity the “Business” of EMD Serono
for the purposes of this Agreement shall include any business in North America
which provides any or all of the following products or services:
	 
	 	 	 	cancer vaccines.







 




			
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87






	 	(ii)	 	hire away or induce, coerce, counsel or entice any employee or
consultant of EMD Serono in the Territory to leave his/her employment or
engagement with EMD Serono.






	2.	 	Employee acknowledges and agrees that in accepting employment with EMD Serono, he/she is in a
fiduciary position and that all of the restrictions in this Agreement are reasonable, valid
and do not go beyond what is necessary to protect the business interests of EMD Serono and he
agrees to waive any defences to the strict enforcement of these restrictions. These
restrictions are only intended to safeguard against the Employee participating in competitive
endeavours against EMD Serono or hiring away staff of EMD Serono and not to restrict the
Employee from being engaged in other employment and businesses that are not in competition
with EMD Serono in the Territory.
	 
	3.	 	Employee agrees that a breach of the terms of this Agreement would result in damages to EMD
Serono which could not adequately be compensated for by a monetary award and accordingly, in
the event of a breach, in addition to all other remedies available to EMD Serono at law or in
equity, EMD Serono will be entitled as a matter of right to apply to a Court for a restraining
order, injunction, decree or any other order as may be appropriate to ensure compliance with
this Agreement.
	 
	4.	 	If there are any provisions of this Agreement which are found not to be enforceable by a
Court, those provisions are to be severed and the remaining provisions shall remain in full
force and effect.
	 
	5.	 	This Agreement will be governed by the laws of the Province of Alberta and the parties hereto
irrevocably attorn to the jurisdiction of the Alberta Courts.





     IN WITNESS WHEREOF the parties have executed this Agreement.



	 	 	 	 	 
	 	 EMD SERONO INC.

Per:


 	 
	 	 	 
	 	Deborah Brown	 
	 	Managing Director, Canada	 


SIGNED AND WITNESSED

in the presence of:




	 	 	 	 
	 
	 	 	 
	 

	 	 	 
	Witness

	 	<NAME>	 








 




			
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88






EMD SERONO CANADA & YOUR OFFERED BENEFITS 




The Company recognizes that benefits are an integral part o the overall compensation package. On
an ongoing basis, the Human Resources Department reviews and monitors benefit programs to ensure
that the Company is offering a competitive and comprehensive benefits package to Employees.



Your Health & Welfare Benefits




Health Insurance




Vision Benefits




Dental Benefits




Short-Term Disability




Long-Term Disability (mandatory paid by employee)




Life Insurance, Accidental Death & Dismemberment Insurance




Your Retirement Benefits




Pension Plan



Employees are entitled to contribute a minimum of 1% to a maximum of 7% of their base salary to the
pension plan. The Company will match the Employee’s contribution up to a maximum of 7% of their
base salary. Both contributions are then invested through the pension plan carrier, where the
Employee chooses the type of funds. The pension plan carrier offers over thirty (30) funds from
100% equity to 100% fixed rate.



Additional Benefits




Wellness Reimbursement


All Employees working twenty (20) or more hours per week are eligible for Company-subsidized
memberships at health and/or wellness related programs and the purchase of home gym equipment.
Memberships can include immediate family members (spouse/domestic partner and children). The
Employee must be the principal member of a Family membership. The Company will reimburse on a
monthly basis 50% of the cost of health club memberships and/or any wellness related programs up to
$600 per year for Full-Time Employees.



Reimbursements are treated as taxable compensation and will be reflected on T4s at year-end.





 




			
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89






An Employee taking part in this program will be required to reimburse the Company if they terminate
employment within one (1) year after receiving reimbursement.



Personal Computer Reimbursement




All Regular, Full-Time Employees who have completed one (1) full year of employment with the
Company are eligible to receive reimbursement for the purchase of a personal computer for home use.
The Company will reimburse the cost of a personal computer (hardware CPU, monitor, CD-ROM drive,
printer, modem, sound card, etc.) up to a maximum of $1,750. This reimbursement is renewable every
three years.



Reimbursements are treated as taxable compensation and will be reflected on T4s at year-end. An
Employee taking part in this program will be required to reimburse the Company if they terminate
employment within one (1) year after receiving reimbursement.



This program is not retroactive. Employees who have received reimbursement through the previous
policy ($1,500 per lifetime) will become eligible for the current program three years from the
initial reimbursement.



Employee Assistance Program — LifeBalance 





EMD Serono offers private counseling through RBC Insurance (UnumProvident) which offers assistance
to Employees and family members who may be experiencing personal problems, that, in time, may
affect their personal and professional lives. The EAP services include assessment, short-term
counseling, referral and follow-up. In addition, LifeBalance offers a comprehensive resource and
referral program locating providers who offer childcare services, elder care services, financial
and legal services, as well as a host of other home and health providers. The EAP is strictly
confidential.



Flex Work Arrangements





The Company considers flexible work hours a viable alternative work arrangement in cases where
individual, job, and managerial characteristics are best suited to such an arrangement. Flexible
work hours provide flexibility from standard work hours and may be appropriate for some Employees
and some jobs, but not appropriate for others given the nature of the work that is performed. A
flexible work hours arrangement is not an entitlement, nor a Company-wide benefit, and in no way
changes an Employee’s terms and conditions with the Company.



Employee Referral Bonus Program





The Company recognizes that one of the most effective ways to find the right people for our Company
is through the people who know it best — our Employees.



The Company encourages Employee assistance in the recruitment of high quality, new Employees
through Employee referrals and rewards Employees for making such referrals, as we value our people
and we value your contribution to our business. That is why we have introduced the Employee
Referral Bonus Program, which is designed to reward you whenever you successfully refer a candidate
for a position at the Company.



All Regular Full-Time and Part-Time Employees of the Company who are paid via the Company’s
Canadian payroll may participate in this program with the exception of Employees within the Human
Resources Department, and the respective Hiring Manager of a position and any of their direct
reports.





 




			
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Schedule L

Legal Opinion — Oncothyreon’s Counsel




[+] [Redaction continues for nine pages]






 




			
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Schedule M

Form of Press Release


MERCK SERONO



	 	 	 	 	 
	 

	 	 	 	Your Contact
	 

	 	 
	 	Raphaela Farrenkopf
	 

	 	 	 	Phone +49 6151-72-2274






News Release




December 19th 2008




Merck Serono Acquires Manufacturing Rights and Facility for Stimuvax from Oncothyreon





			
	•	 	Acquisition gives Merck Serono full control of the manufacturing process and reduces the
royalties payable on future sales of the product




Darmstadt, December 19, 2008 — Merck Serono, a division of Merck KGaA, announced today that it has
modified the license from Oncothyreon to include the right to manufacture Stimuvax® (BLP25 liposome
vaccine) and also has purchased current inventory and certain assets used for the manufacture of
Stimuvax from Oncothyreon Inc. (Nasdaq: ONTY) (TSX:ONY) for a total amount of approximately US$13
million. Merck Serono already held the clinical development and commercialization rights for
Stimuvax under license from Oncothyreon.



Stimuvax is a therapeutic vaccine in Phase III clinical development for non-small cell lung cancer
(NSCLC) and is the first investigational vaccine in unresectable stage III NSCLC to enter Phase III
clinical testing (the START study).



In conjunction with this transaction, EMD Serono Canada Inc., an affiliate of Merck KGaA, has
assumed control of Oncothyreon’s facility in Edmonton, Canada, which is primarily utilized for the
manufacture and development of Stimuvax. Merck Serono now has responsibility for development of
the commercial-scale manufacturing process. EMD Serono Canada intends to offer employment to the
majority of Oncothyreon’s 52 employees in Edmonton.



“Merck Serono’s acquisition of manufacturing rights for Stimuvax reflects our confidence in its
future role in the treatment of cancer and also our commitment to expanding our oncology portfolio
so that we can continue to provide oncologists and patients with innovative treatment options,”
said Hanns-Eberhard Erle, Executive Vice President Technical Operations, Merck Serono, a division
of Merck KGaA.



“In addition, with the Edmonton facility we are proud to be adding a group of experienced and
dedicated individuals to our workforce who will form a vital arm of the team that supports the
ongoing development of Stimuvax,” Erle continued.



The transfer of Stimuvax manufacturing rights has required the license agreement between Merck
Serono and Oncothyreon to be amended and restated. While potential payments upon achievement of
certain milestones under the previous agreements between Merck Serono and Oncothyreon





 




			
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MERCK SERONO 


remain
unchanged, the royalty rates payable to Oncothyreon on future net sales are reduced. While the
previous agreements already included some limited manufacturing rights, the new agreement provides
Merck Serono with the full rights.



“We believe that the license of manufacturing rights for Stimuvax to Merck Serono is in the best
interest of the development of this product,” said Robert L. Kirkman, M.D., President and Chief
Executive Officer of Oncothyreon. “Merck Serono will be able to bring its resources and
manufacturing expertise to the development of a commercial manufacturing process for Stimuvax,
which has become a key component of its oncology pipeline. At Oncothyreon we will be able to focus
our resources on our proprietary pipeline of targeted small molecules in oncology.”




About Stimuvax



Merck KGaA is investigating the use of Stimuvax® (BLP25 Liposome Vaccine) in the treatment of
NSCLC. The vaccine was granted fast-track status in September 2004 by the FDA. Merck obtained the
exclusive worldwide licensing rights from Oncothyreon Inc., Bellevue, Washington, USA. Stimuvax is
being developed in Europe by Merck KGaA and in the United States by its affiliate, EMD Serono Inc.



START is a multi-center, randomized, double-blind, placebo-controlled study that will evaluate
patients with documented unresectable stage IIIA or IIIB NSCLC who have had a response or stable
disease after at least two cycles of platinum-based chemo-radiotherapy The study will involve more
than 1,300 patients in approximately 30 countries. For more information on the START study, or to
find a participating center and eligibility criteria, go to www.nsclcstudy.com. The study
is also listed on www.clinicaltrials.gov.




About Oncothyreon



Oncothyreon is a biotechnology company specializing in the development of innovative therapeutic
products for the treatment of cancer. Oncothyreon’s goal is to develop and commercialize novel
synthetic vaccines and targeted small molecules that have the potential to improve the lives and
outcomes of cancer patients. For more information, visit www.oncothyreon.com.




About Merck Serono



Merck Serono is the division for innovative prescription pharmaceuticals of Merck, a global
pharmaceutical and chemical group. Headquartered in Geneva, Switzerland, Merck Serono
discovers, develops, manufactures and markets innovative small molecules and biopharmaceuticals to
help patients with unmet medical needs. Its North Amencan business operates in the United States
and Canada as EMD Serono.



Merck Serono has leading brands serving patients with cancer (Erbitux®), multiple sclerosis




 




			
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MERCK SERONO



(Rebif®), infertility (Gonal-f®), endocrine and cardiometabolic disorders (Glucophage®, Concor®,
Saizen®, Serostim®), as well as psoriasis (Raptiva®).



With an annual R&D investment of around € 1bn, Merck Serono is committed to growing its business in
specialist-focused therapeutic areas including neurodegenerative diseases, oncology, fertility and
endocrinology, as well as new areas potentially arising out of research and development in
autoimmune and inflammatory diseases.



For more information, please visit www.merckserono.net or www.merck.de.




About Merck



All Merck Press Releases are distributed by e-mail at the same time they become available on the
Merck Website. Please go to www.subscribe.merck.de to register online, change your
selection or discontinue this service.



Merck is a global pharmaceutical and chemical company with total revenues of € 7.1 billion in 2007,
a history that began in 1668, and a future shaped by 32,458 employees in 59 countries. Its success
is characterized by innovations from entrepreneurial employees. Merck’s operating activities come
under the umbrella of Merck KGaA, in which the Merck family holds an approximately 70% interest and
free shareholders own the remaining approximately 30%. In 1917 the US subsidiary Merck & Co. was
expropriated and has been an independent company ever since.






 




			
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ONCOTHYREON




MERCK KGAA ACQUIRES MANUFACTURING RIGHTS FOR STIMUVAX

FROM ONCOTHYREON



Seattle, Washington  — December 18, 2008 — Oncothyreon Inc. (Nasdaq: ONTY) (TSX:ONY) announced today
that Merck KGaA of Darmstadt, Germany has licensed the right to manufacture Stimuvax® and, through
its affiliate EMD Serono Canada Inc., purchased current inventory and certain assets utilized for
the manufacture of Stimuvax from Oncothyreon for consideration which includes net payments to
Oncothyreon totaling approximately US $13 million. Merck KGaA currently holds the clinical
development and commercialization rights for Stimuvax under license from Oncothyreon. Stimuvax is
a therapeutic vaccine in Phase 3 clinical development for non-small cell lung cancer.



In conjunction with this transaction Merck KGaA, through its affiliate EMD Serono Canada Inc., has
assumed control of Oncothyreon’s Edmonton, Canada, facility, which is primarily utilized for the
manufacture and development of Stimuvax. EMD Serono Canada intends to offer employment to the
majority of Oncothyreon’s 52 employees in Edmonton. In addition, Merck KGaA will be responsible
for all further development costs related to Stimuvax, including commercial-scale manufacturing
process development, and for the cost of goods at commercialization. The royalty rates payable to
Oncothyreon on future net sales of Stimuvax, if any, have been adjusted to reflect that Oncothyreon
is no longer responsible for these costs. Potential payments upon achievement of certain
milestones under the previous agreements between Merck KGaA and Oncothyreon remain unchanged. The
previously existing collaboration and supply agreements have been replaced by an amended and
restated license agreement.



“We believe that the license of manufacturing rights for Stimuvax to Merck KGaA is in the best
interest of both Oncothyreon and the development of this product,” said Robert L. Kirkman, M.D.,
President and Chief Executive Officer of Oncothyreon. “Merck KGaA will be able to bring its
resources and manufacturing expertise to the development of a commercial manufacturing process for
Stimuvax, which has become a key component of its oncology pipeline. At Oncothyreon we will be
able focus our resources on our proprietary pipeline of targeted small molecules in oncology, while
retaining our substantial economic upside if Stimuvax is commercialized.”



“We are also very pleased that EMD Serono Canada will offer employment to most of our Edmonton
employees,” continued Dr. Kirkman. “This group has worked with dedication and enthusiasm to
bring Stimuvax to its current stage, and we are grateful that Merck KGaA has recognized the
knowledge and expertise they will bring to the ongoing development of this exciting product.”



“Merck Serono’s acquisition of manufacturing rights for Stimuvax reflects our confidence in its
future role in the treatment of cancer and also our commitment to expanding our oncology portfolio
so that we can continue to provide oncologists and patients with innovative treatment options,”
said Hanns-Eberhard Erle, Executive Vice President Technical Operations, Merck






 




			
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Serono, a division of Merck KGaA.



“In addition, with the Edmonton facility we are proud to be adding a group of experienced and
dedicated individuals to our workforce who will form a vital arm of the team that supports the
ongoing development of Stimuvax,” Erle continued.




About Stimuvax



Stimuvax is an investigational therapeutic cancer vaccine designed to induce an immune response to
cancer cells that express MUC1, a glycoprotein antigen widely expressed on common cancers. MUC1 is
over-expressed on many cancers such as lung cancer, breast cancer, prostate cancer and colorectal
cancer. Stimuvax is thought to work by stimulating the body’s immune system to identify and
destroy cancer cells expressing MUC1. Merck KGaA currently is conducting a global Phase 3 trial of
Stimuvax known as START (Stimulating Targeted Antigenic Responses To NSCLC). START is a
randomized, double-blind, placebo-controlled study that will evaluate patients with documented
unresectable stage III NSCLC who have had a response or stable disease after at least two cycles of
platinum-based chemo-radiotherapy. The Phase 3 trial is expected to enroll more than 1,300
patients in over 30 countries. For more information on the START trial, or to find a participating
center and eligibility criteria, log on to www.nsclcstudy.com or
www.clinicaltrials.gov.




About Oncothyreon



Oncothyreon is a biotechnology company specializing in the development of innovative therapeutic
products for the treatment of cancer. Oncothyreon’s goal is to develop and commercialize novel
synthetic vaccines and targeted small molecules that have the potential to improve the lives and
outcomes of cancer patients. For more information, visit www.oncothyreon.com.




Forward Looking Statements



In order to provide Oncothyreon’s investors with an understanding of its current intentions and
future prospects, this release contains statements that are forward looking, including statements
related to future manufacturing and commercial plans for Stimuvax and to future milestone and
royalty payments to Oncothyreon. These forward-looking statements represent Oncothyreon’s
intentions, plans, expectations and beliefs and are based on its management’s experience and
assessment of historical and future trends and the application of key assumptions relating to
future events and circumstances.



Forward-looking statements involve risks and uncertainties, including risks and uncertainties
related to Oncothyreon’s business and the general economic environment. Many of these risks and
uncertainties are beyond Oncothyreon ‘s control. These risks, uncertainties and other factors
could cause our actual results to differ materially from those projected in forward-looking
statements. Risks, uncertainties, and assumptions include those predicting the timing, duration
and results of clinical trials, the timing and results of regulatory reviews, the safety and
efficacy of Stimuvax, the size of the market, if any, for Stimuvax and the possibility of future






 




			
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payments to Oncothyreon as the result of the further development or commercialization of Stimuvax.
There can be no guarantee that the results of preclinical studies will be predictive of either
safety or efficacy in future clinical trials. These and other risks and uncertainties are
described in the reports and other documents filed by Oncothyreon Inc. with the SEC and/or Canadian
regulatory authorities.



Although Oncothyreon believes that any forward-looking statements contained herein are reasonable,
it can give no assurance that its expectations are correct. All forward-looking statements are
expressly qualified in their entirety by this cautionary statement. For a detailed description of
the risks and uncertainties associated with Oncothyreon, you are encouraged to review the official
corporate documents filed with the securities regulators in the United States on U.S. EDGAR and in
Canada on SEDAR. Oncothyreon is under no obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements whether as a result of new
information, future events, or otherwise.




###




Investor and Media Relations Contact:

Julie Rathbun

Rathbun Communications

206-769-9219

ir@oncothyreon.com




ONCOTHYREON INC. 2601 Fourth Avenue, Suite 500, Seattle, WA 98121

Tel: (206) 801-2100 Fax: (206) 801-2101

ONCOTHYREON CANADA INC. 2011 — 94 St., Suite 200, Edmonton, AB, Canada

T6N 1H1

Tel: (780)450-3761 Fax: (780)463-0871

http://www.oncothyreon.com






 




			
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Schedule N

Disclosure Schedule




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Schedule O

Excluded Assets


Oncothyreon Canada Inc

Asset Listing by Department

As of September 30, 2008



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dept	 	 	 	 	 	 	 	 	Purch	 	Purch	 	 	Net Book	 	 	 	 	 	 	Serial	 	 	Model	 	 	 	 	 	 	 	 	 	 	Metrolog	 
	Code	 	 	Number	 	 	Description	 	Date	 	Price	 	 	Value	 	 	Manufacturer	 	 	Number	 	 	Number	 	 	AFE#	 	 	Location	 	 	y #	 
	 
	 	1030	 	 	 	1149	 	 	Abra HR recruiting system 500
	 	28-Aug-97	 	 	20,396.50	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1023	 	 	Control Manufacturing CincomSW
	 	30-Dec-95	 	 	35,302.00	 	 	 	 	 	 	CINCOM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1037	 	 	Cincom Software
	 	21-Jan-96	 	 	16,151.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1098	 	 	Cincom Software
	 	9-Feb-97	 	 	65,036.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	95-2-012	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1438	 	 	Adonix Software
	 	21-Sep-07	 	 	98,723.61	 	 	 	 	 	 	Adonix	 	 	 	 	 	 	 	 	 	 	20127	 	 	 	 	 	 	 	 	 
	 	2050	 	 	 	1439	 	 	HP Computer for Adonix ERP 


HP Computers — Finance (2)	 	21-Sep-07	 	 	15,963.12	 	 	 	 	 	 	HP	 	ZUX71 507XK 	 	 	 	 DL380	 	 	20127	 	 	SRVRM	 	 	 	 
	 	9030	 	 	 	1287	 	 	FT900 115V Immersion Cooler
	 	9-Jul-00	 	 	6,236.74	 	 	 	 	 	 	8103370002	 	 	 	 	 	 	 	00-9-019	 	 	 	B215	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Biotage
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Isolera
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Purification
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 Sytem
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Single
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Channel
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Detector,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Standard
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Arm,
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Variable
	 	9030	 	 	 	1455	 	 	Biotage Isolera System-ISO-1SV
	 	 	39667	 	 	25,287.10	 	 	Biotage	 	IS 10826015	 	ISO-1SV	 	 	39333	 	 	Edmonton	 	see notes	 	Detector
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	15/9/2008
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	additional
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	cost for
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Asset #
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1455-
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	installation
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	and
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	training =
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	698.44USD
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	   SI
	 	9030	 	 	 	1457	 	 	Biotage Isolera System-ISO-1SV
	 	 	39706	 	 	698.44	 	 	Biotage	 	 	 	 	 	ISO-1SV	 	 	39333	 	 	 	 	 	 	note: part of 1455	 	0803220
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	283,794.51	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
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Schedule P

Specifications




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	+	 	DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION