EXHIBIT 4.15 




SERVICES AGREEMENT 



THIS AGREEMENT made as of and
effective from the 16th day of October, 2002. 




BETWEEN: 



ONCOLYTICS BIOTECH INC., a corporation

incorporated pursuant to the laws of the

Province of Alberta, and having an office

in Calgary, Alberta (“Oncolytics”)




OF THE FIRST PART 




— and — 




GEORGE M. GILL, M.D.

4534 Broad Branch Road N.W.

Washington, D.C.

20008-1005

(“Gill”)  




OF THE SECOND PART 




WHEREAS: 



     	A. 	
          Oncolytics and Gill entered into a Consulting Agreement dated August 25, 2001; 



          



     	B. 	
          Oncolytics and Gill wish to extend the Consulting Services and to replace the
          Consulting Agreement with this Services Agreement, effective October 16, 2002; 



          



NOW THEREFORE the parties as agree as
follows: 




Section 1 —
Definitions and Interpretation  



     (1)     
          In this Agreement, including this Section, the following defined terms have the
          meanings indicated: 



	  	(a)  	  	 “Intellectual
Property” means all information, data, designs, processes, software,
algorithms and inventions, including those that may be the subject of
patent, copyright, industrial design, trademark or other forms of protection;  






	  	(b)  	  	 “New
Intellectual Property” means Intellectual Property that may be conceived,
created or developed during the conduct of the Services; and  














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	  	(c)  	  	 “Services” means
the work and services set out and described on Schedule “A” hereto.  






     (2)     
          This Agreement shall be governed and interpreted in accordance with the laws in
          force in the Province of Alberta. The parties hereby submit to the jurisdiction
          of the courts of Alberta. 



     (3)     
          All references to dollar amounts in this Agreement shall be in United States
          Dollars. 



     (4)     
          The following schedules are incorporated into and form part of this Agreement: 



	  	   
     Schedule “A” — Services 





	  	   
     Schedule “B” – Retainer and Expenses 








Section 2 — Services 



        Oncolytics
hereby engages Gill to provide the Services described on Schedule “A” and Gill
hereby agrees to provide the Services. 




Section 3 –
Retainer and Expenses  



     (1)     
          Oncolytics shall pay to Gill the retainer and expenses set out on Schedule
          “B”. 



     (2)     
          Oncolytics shall be entitled to withhold and remit to the appropriate taxing
          authorities any amounts required by law to be withheld from payments made to
          Gill. If Gill provides Oncolytics with an exemption certificate from Canada
          Customs and Revenue Agency then Oncolytics shall not withhold any federal
          withholding tax in respect of the payments made to Gill, and Gill shall
          indemnify and hold Oncolytics harmless from any liability arising in relation to
          the failure of Oncolytics to make withholdings from the amounts payable under
          this Agreement. 












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Section 4 — Reports
and Publication Rights  



     (1)     
          Gill shall prepare and provide to Oncolytics the reports requested by Oncolytics
          from time to time and otherwise the reports that are set out on Schedule
          “A” hereto (the “Reports”). 



     (2)     
          All right, title and interest in and to the Reports and the information
          contained therein shall belong solely to Oncolytics. 



     (3)     
          Subject to subsections 4(4), (5), (6) and (7) hereof, Gill shall be entitled to
          publish in reputable scientific journals or present at symposia the results of
          the Services. 



     (4)     
          Prior to publishing or presenting the results of the Services, the manuscripts
          for any such presentation shall be provided to Oncolytics. Oncolytics shall
          within ten (10) days after receipt of the manuscript: 



	  	(a) 	  	advise
Gill that Oncolytics approves the manuscript;  






	  	(b)  	  	advise
Gill that in Oncolytics’ opinion the manuscript contains confidential
information that Oncolytics will require to be removed from the manuscript
and identify that confidential information; or  






	  	(c)  	  	advise
Gill that in Oncolytics’ opinion the manuscript contains information
describing an invention for which Oncolytics wishes to obtain patent
protection.  






     (5)     
          If Oncolytics fails to advise Gill within the time limited, Gill shall be
          entitled to proceed with the publication or presentation. 



     (6)     
If Oncolytics provides advice to Gill pursuant to subsection 4(4)(b) hereof, and
if the parties are unable to agree upon appropriate modifications to be made to
the manuscript, either party may submit the dispute to arbitration to be
conducted in accordance with the terms of the Arbitration Act (Alberta), and the
manuscript shall not be published or presented until the dispute is resolved.
Any submission to arbitration under this subsection 4(6) shall be on terms
requiring the arbitrators to render a decision within thirty (30) days of the
submission.  












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     (7)     
          If Oncolytics provides advice to Gill pursuant to subsection 4(4)(c) hereof,
          Gill may remove the relevant information or Gill shall delay publication or
          presentation of the manuscript for a period of sixty (60) days following receipt
          of advice from Oncolytics (or such longer period as may be agreed upon between
          the parties) to permit Oncolytics to file such patent applications as it
          considers appropriate. 




Section 5 —
Ownership of Intellectual Property and Equipment  



     (1)     
          All right, title and interest in and to all New Intellectual Property shall
          belong solely to Oncolytics. Gill agrees to waive Gill’s moral rights in
          any and all copyright works authored or co-authored by Gill that are produced as
          part of the Services. Gill agrees to obtain a written waiver of moral rights in
          any copyright works authored or co-authored by any of Gill’s directors,
          officers, shareholders, employees, agents and subcontractors that are produced
          as part of the Services. 



     (2)     
          Unless otherwise provided for in Schedule “A”, all materials, assets
          and equipment acquired or purchased for the conduct of the Services shall be the
          property of Oncolytics. 



     (3)     
          Gill represents and warrants that all New Intellectual Property shall not
          infringe on any other intellectual or proprietary rights of any other person and
          that the right, title and interest in and to all New Intellectual Property which
          vests in Oncolytics pursuant to Section 5(1) shall not be subject to any claims,
          encumbrances or licences in favour of any other person. 




Section 6 —
Confidentiality  



     (1)     
          Except to the extent expressly authorized by this Agreement, Gill shall keep
          completely confidential and shall not publish or otherwise disclose and shall
          not use for any purpose not contemplated by this Agreement any data, reports,
          plans, records, logs or other information used or produced in connection with or
          in the conduct of the Services, and information provided by Oncolytics to Gill
          and identified by Oncolytics as confidential (the “Confidential
          Information”). 












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     (2)     
          Gill shall require any and all persons working with Gill in connection with the
          Services to keep completely confidential and not to publish or otherwise
          disclose and not to use for any purpose not contemplated by this Agreement the
          Confidential Information. 



     (3)     
          Subsection 6(1) shall not apply to Confidential Information that: 



	  	(a)  	  	was
in Gill’s possession prior to Gill’s receipt or acquisition of the
               Confidential Information from Oncolytics;  






	  	(b)  	  	is
or becomes part of the public domain other than by disclosure by Gill in
               breach of this Agreement; or  






	  	(c)  	  	was
received by Gill from a third party without a covenant of confidentiality,
provided that such third party is under no obligation of confidentiality
with respect to the Confidential Information.  







Section 7 —
Liability and Hold Harmless  



     (1)     
          Oncolytics shall not be liable nor responsible for any bodily or personal injury
          or property damage of any nature whatsoever that may be suffered or sustained by
          Gill in the performance of this Agreement, except where such injury or damage is
          due to the negligence of Oncolytics, its employees or agents. 



     (2)     
          Gill shall hold Oncolytics harmless from any and all third party claims, demands
          or actions for which Gill is legally responsible, including those arising out of
          the negligence or wilful misconduct of Gill or Gill’s employees or agents.
          This hold harmless shall survive this Agreement. 



     (3)     
          Oncolytics shall hold Gill harmless from any and all third party claims, demands
          or actions for which Oncolytics is legally responsible, including those arising
          out of the negligence or wilful misconduct of Oncolytics or Oncolytics’
          employees or agents. This hold harmless shall survive this Agreement. 












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Section 8 —
Insurance  



        Evidence
of any required insurance, in a form acceptable to Oncolytics, shall be promptly provided
to Oncolytics upon Oncolytics’ request. 




Section 9 —
Publicity  



     (1)     
          Oncolytics and Gill shall not originate publicity, news releases, public
          statements or announcements related to this Agreement, and which identifies both
          parties, without the prior written consent of the other party, which consent may
          not be unreasonably withheld. 



     (2)     
          If either party is prevented from complying with subsection (1) as a result of
          any law or the requirements of a stock exchange, securities commission or other
          regulatory body, the party shall not be considered to be in breach of this
          Agreement, but shall use reasonable efforts to consult with and keep the other
          party informed. 




Section 10 – Term
and Termination  



     (1)     
          This Agreement shall commence on October 16, 2002 and shall continue until
          terminated in accordance with this Section 10. 



     (2)     
                         Either party give notice to the other party requesting that the Services being
               provided by Gill be reduced in accordance with this Section 10(2). If Oncolytics
               gives notice pursuant to this Section 10(2), unless the parties otherwise agree,
               the Services to be provided by Gill will be reduced to those described under the
               heading “Reduced Services” in Schedule “A”, commencing not
               earlier than thirty (30) days following the giving of the notice, and shall
               continue for not less than twelve (12) months following the giving of the
               notice, at which time this Agreement shall terminate. If Gill gives notice
               pursuant to this Section 10(2), Oncolytics shall have the options of either:



	  	(a)  	  	terminating
this Agreement thirty (30) days after the giving of the notice; or  
















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	  	(b)  	  	reducing
the Services to the Reduced Services commencing thirty (30) days after the
giving of the notice and continuing for not longer than twelve (12) months after
the giving of the notice.  






(3)      If
notice is given pursuant to Section 10(2) to reduce Services, Oncolytics
shall compensate Gill as provided for the Payment Schedule attached hereto
as Schedule “B” for the value of the Services, or Reduced
Services actually performed up to the date of termination of this
Agreement.  



(4)     The parties
may agree to reduce the Services or terminate this Agreement in full or in
part, at any time by mutual agreement.  



     (5)     
          If: 



	  	(a)  	  	a
party has breached any of its obligations pursuant to this Agreement and has
failed to remedy such breach within fifteen (15) days after notice in
writing from the other party;  






	  	(b)  	  	a
party becomes bankrupt or insolvent or takes the benefit of any statute for
 bankrupt or insolvent debtors or makes any proposal, assignment or
arrangement with its creditors, or any steps are taken or proceedings
commenced by any person for the dissolution, winding up or other
termination of the party’s existence, or the liquidation of its
assets;  






	  	(c)  	  	a
trustee, receiver, receiver-manager or like person is appointed with respect
to the business or assets of a party  






the party not in default may, at its
option, give written notice to the party in default terminating this Agreement, which
termination shall be effective on the date the notice is received by the defaulting party. 



     (6)    
          Upon termination of the Agreement, Gill shall provide Oncolytics with all
          documents and any and all other material, of whatsoever nature, used or produced
          in connection with the Services performed by Gill to the date of Termination 




     (7)     
          The provisions of Sections 1, 4, 5, 6, 7 and 9 shall survive the termination or
          expiration of this Agreement. 













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Section 11 —
Assignment and Subcontracting  



     (1)     
          The parties shall not assign this Agreement or any part thereof or any rights
          hereunder, without the prior written consent of the other party, which consent
          may not be unreasonably withheld. 



     (2)     
          Gill shall not enter into subcontracts with other persons for the performance of
          all or any portion of the Services without Oncolytics’ prior written
          consent, which consent may not be unreasonably withheld. 




Section 12 — Notices  



        All
notices, reports, invoices, payments and formal communications (collectively referred to
as “Notices”) required or permitted to be given hereunder shall be in writing
and shall be delivered personally or sent by prepaid registered mail or 



facsimile transmission to the
following address or such other address as the relevant party may notify from time to
time:  



	  	  	  	TO:  	  	George
M. Gill, M.D. 




	  	  	  	  	  	4534 Broad Branch Road N.W.




	  	  	  	  	  	Washington, D.C. 20008-1005






	  	  	  	TO:  	  	ONCOLYTICS BIOTECH INC.




	  	  	  	  	  	210, 1167 Kensington Crescent N.W.




	  	  	  	  	  	Calgary‚ Alberta




	  	  	  	  	  	T2N1X7




	  	  	  	  	  	Attention: President & CEO 




Notices sent by prepaid registered
mail shall be deemed to be received by the addressee on the seventh day (excluding
Saturdays, Sundays, Statutory Holidays and any period of postal disruption) following the
mailing thereof. Notices personally served shall be deemed to be received when actually
delivered, provided such delivery shall be during normal business hours. 




Section 13 —
Representations and Warranties  



        Gill
represents and warrants that Gill has not entered into any agreements nor undertaken any
obligations, and Gill hereby agrees not to enter into any agreement  












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or undertake any obligations, which
are inconsistent with or conflict with the obligations of Gill as set out in this
Agreement. 




Section 14 – Other
Activities  



     (1)     
          Oncolytics acknowledges that Gill is currently carrying consulting activities
          and intends to carry out consulting activities. Gill shall keep Oncolytics
          advised of consulting activities which Gill undertakes. If Oncolytics is of the
          opinion that any consulting activities undertaken by Gill would materially
          interfere with or conflict with Gill providing the Services, Oncolytics shall
          give written notice to Gill. If Oncolytics and Gill are unable to reach
          agreement on the manner in which Gill might continue with or undertake such
          consulting activities, and if Gill wishes to continue with or undertakes such
          consulting activities, Oncolytics may, at its option, terminate this Agreement
          by giving notice pursuant to Section 10(2). 



     (2)     
          Gill shall not, during the term of this Agreement, engage, hold an interest in
          or have any involvement, either directly or indirectly, in any business entity,
          venture or undertaking if such would materially interfere with or conflict with
          Gill providing the Services. 



     (3)     
          Gill shall not, during the term of this Agreement and for a period of one (1)
          year following termination of this Agreement, either individually or in
          partnership or jointly or in conjunction with any other person, firm or
          corporation, whether as principal, employee, partner, director or as a
          shareholder or an investor (if actually involved in the management of a business
          which is competitive with the business of Oncolytics) carry on or be engaged in
          any business which is directly competitive with the business of Oncolytics. 




Section 15 – Prior
Agreement  



        Oncolytics
and Gill confirm that this Agreement shall supersede and replace the Consulting Agreement
dated August 25, 2001 (the “Prior Consulting Agreement”) effective as at October
16, 2002. Notwithstanding the foregoing, the rights and obligations of the parties
contained in those Sections of the Prior Consulting Agreement that survive its termination
or expiration in accordance with Section 10(4) of  












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the Prior Consulting Agreement shall
continue in effect with respect to all matters arising prior to October 16, 2002. 



        IN
WITNESS WHEREOFthe parties hereto have executed this Agreement as of the day and year first above written.  



	  	ONCOLYTICS BIOTECH INC. 








	  	Per:   /s/ Douglas Ball
              
       








	  	Per:   /s/ Bradley G. Thompson      











	/s/ [Illegible]        
   	/s/ George M. Gill       
              
      






	Witness	GEORGE M. GILL, M.D. 

















SCHEDULE “A” 




SERVICES 



Gill shall perform the duties and
responsibilities associated with the position of Senior Vice-President, Clinical and
Regulatory Affairs, and without limiting the generality of the foregoing, shall provide
guidance and assistance to Oncolytics related to: 



	  	
1.
  discussions
concerning clinical and regulatory strategy;  






	  	
2.
  discussions with clinical oncologists concerning clinical trial  structure;
and  






	  	
3.
  preparation for and attendance at meetings with appropriate
regulatory authorities; and  






	  	
4.
                 acting as Oncolytics’ representative for communications
with the U.S. FDA;  






(the “Services”). 



The Services shall be provided from
and out of Gill’s office in Washington, D.C., with the exception that Gill may on
occasion be required to attend meetings at other sites in North America. 



The Services shall be provided at the
request of Oncolytics. 



Gill shall be available to provide
the Services for a minimum of 60 hours per month, and such additional time as Oncolytics
requests, acting reasonably. 




REDUCED SERVICES 



If the Services are reduced in
accordance with Section 10(2) of this Agreement, the Reduced Services to be provided by
Gill shall be provided at the request of Oncolytics, and shall consist of providing
guidance and assistance to Oncolytics relating to the clinical and regulatory strategy,
clinical trial structure, and attendance at meetings with regulatory authorities. At the
request of Oncolytics, Gill shall continue to act as Oncolytics’ representation for
communications with the USFDA. 














SCHEDULE “B” 




RETAINER AND EXPENSES 



     	(1) 	
          Oncolytics shall pay Gill an annual retainer of US$100,000 per annum, payable in
          equal monthly installments of US$8,333.33 on the last day of each
          month. 



          



     	(2) 	
          In addition and subject to Board approval, Oncolytics shall grant Gill 100,000
          stock options to be priced after Board approval. 



          



     	(3) 	
          Oncolytics shall reimburse Gill for all reasonable out-of-pocket expenses
          including travel expenses, incurred by Gill in performing the Services. 



          



COMPENSATION FOR
REDUCED SERVICES 



If the Services are reduced pursuant
to Section 10(2), the compensation payable by Oncolytics to Gill shall be based upon a
daily fee of US$1,500, together with reimbursement for reasonable out-of-pocket expenses,
including travel expenses, incurred by Gill in performing the Reduced Services.  Any
expenses to be incurred in excess of US$500 are to be approved in advance by Oncolytics.