kl01034_ex4-12.htm


    
      

    

     

    
      Exhibit 4.12


      


      


      


      


      


      


      


      


      


      


      


      


      


      HELIX
BIOPHARMA CORP.

      


      


      2008
Stock Option Plan

      


       Approved
by the shareholders of Helix BioPharma Corp. on December 16, 2008

      


      and

      


      Implemented
by the Directors of Helix BioPharma Corp. on December 17, 2008

      


       

       

       

       

      
 

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      TABLE
OF CONTENTS

      
      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	HELIX BIOPHARMA
      CORP. 	 1	 
	 	 	 
	
                                                                                                ARTICLE
      1 INTERPRETATION 

                                                                                              	 1	 
	 	 	 
	    1.1          Defined Terms	 1	 
	    1.2          Re-Election of
      Directors	 3	 
	 	 	 
	ARTICLE 2 STATEMENT OF
      PURPOSE	 3	 
	 	 	 
	    2.1          Principal
    Purposes	 3	 
	    2.2          Benefit to
      Shareholders	 3	 
	 	 	 
	ARTICLE 3
      ADMINISTRATION 	 3	 
	 	 	 
	    3.1          Board or
    Committee	 3	 
	    3.2          Appointment of
      Committee	 3	 
	    3.3          Quorum and
Voting	 3	 
	    3.4          Powers of
    Committee	 3	 
	    3.5          Obtain Regulatory
      Approvals	 4	 
	    3.6          Administration by
      Committee	 4	 
	 	 	 
	ARTICLE 4 SHARES SUBJECT TO THE
      PLAN	 4	 
	 	 	 
	    4.1          Number of Shares	 4	 
	    4.2          10% Limitation on
      Insiders	 5	 
	    4.3          5% Limitation	 5	 
	    4.4          Reloading	 5	 
	    4.5          Reservation of
      Shares	 5	 
	 	 	 
	ARTICLE 5 EXERCISE OF
      OPTION	 5	 
	 	 	 
	    5.1          Method of
    Exercise	 5	 
	    5.2          Payment of Option
      Price	 5	 
	    5.3          Issuance of Stock
      Certificate	 5	 
	 	 	 
	ARTICLE 6 TERM AND
      TRANSFERABILITY OF OPTIONS	 6	 
	 	 	 
	    6.1          Non-Transferable 	 6	 
	    6.2          Term 	 6	 
	 	 	 
	ARTICLE 7 TERMINATION OF
      OPTIONS	 6	 
	 	 	 
	    7.1          Termination of
      Options	 6	 
	    7.2          Exercise of Options by Legal
      Heirs and Representatives, and Continuation of Vesting	 6	 
	    7.3          Deemed Non-Interruption of
      Employment	 7	 
	    7.4          Blackout Period	 7	 
	 	 	 
	ARTICLE 8 SUSPENSION, AMENDMENT
      OR TERMINATION	 7	 
	 	 	 
	    8.1          Authority of Committee to
      Suspend, Amend or Terminate Plan or Option Agreement	 7	 
	    8.2          Shareholder Approval
      Required 	 7	 
	    8.3          Vote of Insider
      Excluded	 7	 
	    8.4          No Grant During Suspension of
      Plan	 7	 
	 	 	 
	ARTICLE 9
      ADJUSTMENT	 7	 
	 	 	 
	    9.1          Adjustments	 8	 
	    9.2          Stock Dividends	 8	 
	    9.3          Mergers, Stock Splits, Stock
      Consolidations, etc.	 8	 
	    9.4          Other
      Alterations 	 8	 
	    9.5          Adjustment of Option
      Price	 8	 
	    9.6          Other
    Distributions	 8	 
	 	 	 
	 	 	 


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

          

      
 

      
 

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        	 	 	 
	 	 	 
	    9.7          No Fractional
    Shares	 8	 
	    9.8          Pre-Clearance by
      Exchange 	 9	 
	    9.9          Acceleration of Vesting
      Schedule	 9	 
	    9.10        Determinations to be Made By
      Committee	 9	 
	 	 	 
	ARTICLE 10 CONDITIONS PRECEDENT
      TO ISSUANCE OF SHARES	 9	 
	 	 	 
	    10.1          Compliance with
    Laws	 9	 
	    10.2          Regulatory Approval to Issuance
      of Shares	 9	 
	 	 	 
	ARTICLE 11
      MISCELLANEOUS	 9	 
	 	 	 
	    11.1          Notices	 9	 
	    11.2          Use of Proceeds	 9	 
	    11.3          No Obligation to
      Exercise	 9	 
	    11.4          No Obligation to Retain
      Optionee	 9	 
	    11.5          Binding
Agreement	 10	 
	    11.6          Use of
    Terms 	 10	 
	    11.7          Headings 	 10	 
	 	 	 
	
                                                                                ARTICLE
      12 DIRECTOR AND SHAREHOLDER APPROVALS 

                                                                              	 10	 
	 	 	 
	    12.1          Shareholder Approval to
      Plan	 10	 
	    12.2          Adoption of
      Plan 	 10	 
	    12.3          Periodic Approval of Unallocated
      Options 	 10	 
	 	 	 
	 	 	 


                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

            

      

       

      ii

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      HELIX
BIOPHARMA CORP.

      2008
STOCK OPTION PLAN

      


      ARTICLE
1 INTERPRETATION

      
        	
                1.1

              	
                Defined
      Terms 

              


      

       

      For the
purposes of this Plan, the following terms shall have the following
meanings:

      


      “Act”
means the Ontario Securities Act as at the date hereof;

      


      “affiliates”
has the same meaning as “affiliated companies” as found in the Act and also
includes those issuers that are similarly related, whether or not any of the
issuers are corporations, companies, partnerships, limited partnerships, trusts,
income trusts or investment trusts or any other organized entity issuing
securities;

      


      “associate”
has the meaning set forth in the Act;

      


      “Blackout
Period”, also known as a “trading ban”, means a period during which the Company
has voluntarily required its insiders not to trade in its securities, usually
pending an announcement of material information;

      


      “Board”
means the Board of Directors of Helix Biopharma Corp;

      


      “Change
of Control” means an occurrence when either:

      


      
        	
                (a)  

              	
                a
      Person (other than the current Control Person of the Company, if any)
      becomes a Control Person, or

              


      

      


      
        	
                (b)  

              	
                a
      majority of the directors elected at any annual or extraordinary general
      meeting of shareholders of the Company are not individuals nominated by
      the Company’s then-incumbent Board;

              


      

      


      “Control
Person” means any person that holds or is one of a combination of persons that
holds

      


      
        	
                (a)  

              	
                a
      sufficient number of any of the securities of the Company so as to affect
      materially the control of the Company,
or

              


      

      


      
        	
                (b)  

              	
                more
      than 20% of the outstanding voting securities of the Company except where
      there is evidence showing that the holding of those securities does not
      affect materially the control of the
Company;

              


      

      


      “Committee”
means a committee of the Board appointed in accordance with this Plan, or if no
such committee is appointed, the Board itself;

      


      “Company”
means  Helix Biopharma Corp.;

      


      “consultant”
means a person, other than an employee, officer, or director of the
Company or of an affiliate of the Company, that

      


      
        	
                 
      

              	
                (a)

              	
                is
      engaged to provide services to the Company or an affiliate of the Company,
      other than services provided in relation to a distribution (as that term
      is used in the Act);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                provides
      the services under a written contract with the Company or an affiliate of
      the Company; and

              


      

      


      
        	
                 
      

              	
                (c)

              	
                spends
      or will spend a significant amount of time and attention on the affairs
      and business of the Company or an affiliate of the
  Company;

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      and
includes, for an individual consultant, a corporation of which the individual
consultant is an employee or shareholder, and a partnership of which the
individual consultant is an employee or partner;

      


      “Date of
Grant” means the date on which the Committee grants an Option or, in the case of
an amendment under Section 8.1(e), the date on which the Committee amends
the Option;

      


      “Disability”
means a medically determinable physical or mental impairment expected to result
in death or to last for a continuous period of not less than 12 months, and
which causes an individual to be unable to engage in any substantial gainful
activity;

      


       “Eligible
Persons” means directors, officers, employees and consultants of the Company or
of an affiliate of the Company;

      


      “Fair
Market Value” in respect of any Option Price means:

      


      
        	
                 
      

              	
                (a)

              	
                while
      the Shares are listed for trading on The Toronto Stock Exchange, the
      closing price of the Shares on the trading day immediately prior to the
      Date of Grant on The Toronto Stock
Exchange;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                while
      the Shares are not listed for trading on The Toronto Stock Exchange but
      are listed for trading on another stock exchange or over-the-counter
      market, the closing price of the Shares on the trading day immediately
      prior to the Date of Grant on such stock exchange or over-the-counter
      market as may be selected for such purpose by the Committee, and in the
      case of such closing price being denominated in a currency other than the
      currency in which the Option Price is denominated, such closing price
      shall be converted to the currency in which the Option Price is
      denominated based on the noon rate of exchange for such currency published
      by the Bank of Canada for the day on which the closing price is
      determined; or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                while
      the Shares are not listed for trading on any stock exchange or
      over-the-counter market, the value which is determined by the Committee to
      be the fair value of the Shares at the Date of Grant, taking into
      consideration all factors that the Committee deems appropriate, including,
      without limitation, recent sale and offer prices of the Shares in private
      transactions negotiated at arm’s
length;

              


      

      


      “insider”
means an insider of the Company as determined pursuant to the Act, who the
Toronto Stock Exchange or other securities regulatory authority having
jurisdiction considers to be an insider for purposes of this Plan;

      


      “Option”
means an option to purchase Shares granted pursuant to the terms of this
Plan;

      


      “Option
Agreement” means a written agreement between the Company and an Optionee,
specifying the terms of the Option being granted to the Optionee under this
Plan;

      


      “Option
Price” means the price at which an Option is exercisable to purchase
Shares;

      


      “Optionee”
means a person to whom an Option has been granted;

      


      “Person”  means
a natural person, company, government, or political subdivision or agency of a
government; and where two or more Persons act as a partnership, limited
partnership, syndicate or other group for the purpose of acquiring, holding or
disposing of securities of an issuer, such syndicate or group shall be deemed to
be a Person;

      


      “Plan”
means this stock option plan of the Company;

      


      “Shares”
means the common shares without par value in the capital of the
Company;

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      “Term”
means the period of time during which an Option is exercisable.

      


      
        	
                1.2

              	
                Re-Election
      of Directors

              


      

      A
director of the Company shall be deemed not to have retired as a director and
his or her position as a director shall be deemed not to have otherwise
terminated if such director retires at a meeting of shareholders of the Company
in accordance with the constating documents of the Company and such director is
re-elected as a director at such meeting.

      


      ARTICLE
2 STATEMENT OF PURPOSE 

      


      
        	
                2.1

              	
                Principal
      Purposes 

              


      

      The
principal purposes of the Plan are to provide the Company with the advantages of
the incentives inherent in stock ownership on the part of employees, officers,
directors, and consultants responsible for the continued success of the Company;
to create in such individuals a proprietary interest in, and a greater concern
for, the welfare and success of the Company; to encourage such individuals to
remain with the Company; and to attract new employees, officers, directors and
consultants to the Company.

      


      
        	
                2.2

              	
                Benefit
      to Shareholders

              


      

      The Plan
is expected to benefit shareholders by enabling the Company to attract and
retain personnel of high caliber by offering them an opportunity to share in any
increase in value of the Shares resulting from their efforts.

      


      ARTICLE
3 ADMINISTRATION

      


      
        	
                3.1

              	
                Board
      or Committee

              


      

      The Plan
shall be administered by the Board or by a committee of the Board appointed in
accordance with Section 3.2 below.

      


      
        	
                3.2

              	
                Appointment
      of Committee

              


      

      The Board
may at any time appoint a Committee, consisting of not less than two of its
members, to administer the Plan on behalf of the Board in accordance with such
terms and conditions as the Board may prescribe, consistent with this
Plan.   Once appointed, the Committee shall continue to serve
until otherwise directed by the Board.  From time to time, the Board
may increase the size of the Committee and appoint additional members, remove
members (with or without cause) and appoint new members in their place, fill
vacancies however caused, or remove all members of the Committee and thereafter
directly administer the Plan.

      


      
        	
                3.3

              	
                Quorum
      and Voting

              


      

      A
majority of the members of the Committee shall constitute a quorum, and, subject
to the limitations in this ARTICLE 3, all actions of the Committee shall require
the affirmative vote of members who constitute a majority of such
quorum.  Members of the Committee may vote on any matters affecting
the administration of the Plan or the grant of Options pursuant to the Plan,
except that no such member shall act upon the granting of an Option to himself
(but any such member may be counted in determining the existence of a quorum at
any meeting of the Committee during which action is taken with respect to the
granting of Options to him).

      


      
        	
                3.4

              	
                Powers
      of Committee

              


      

      The
Committee shall have the authority to do the following:

      


      
        	
                 
      

              	
                (a)

              	
                administer
      the Plan in accordance with its express
terms;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                determine
      all questions arising in connection with the administration,
      interpretation, and application of the Plan, including all questions
      relating to the value of the
Shares;

              


      

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 
      

              	
                (c)

              	
                correct
      any defect, supply any information, or reconcile any inconsistency in the
      Plan in such manner and to such extent as shall be deemed necessary or
      advisable to carry out the purposes of the
Plan;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                prescribe,
      amend, and rescind rules and regulations relating to the administration of
      the Plan;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                determine
      the duration and purposes of leaves of absence from employment which may
      be granted to Optionees without constituting a termination of employment
      for purposes of the Plan;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                grant
      Options from time to time under this Plan to Eligible Persons, and in
      doing so, make the following
determinations:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Eligible Persons to whom Options shall be
  granted;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      terms and provisions of the Option Agreement to be entered into with any
      Optionee (which need not be identical with the terms of any other Option
      Agreement);

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                when
      Options shall be granted;

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                the
      number of Shares subject to purchase pursuant to an
  Option;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                subject
      to Section 7.4, the Term, provided that the Term shall in no event be more
      than ten years following the Date of
Grant;

              


      

      


      
        	
                 
      

              	
                (vi)

              	
                the
      Option Price, provided that the Option Price shall not be less than the
      Fair Market Value of the Shares;

              


      

      


      
        	
                 
      

              	
                (vii)

              	
                any
      vesting schedule upon which the exercise of an Option is
      contingent;

              


      

      


      
        	
                 
      

              	
                (viii)

              	
                such
      other terms and conditions as the Committee deems advisable and are
      consistent with the purposes of this Plan;
and

              


      

      


      
        	
                 
      

              	
                (ix)

              	
                all
      other determinations necessary or advisable for administration of the
      Plan;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                subject
      to ARTICLE 8, amend the terms and provisions of Option
      Agreements.

              


      

      


      
        	
                3.5

              	
                Obtain
      Regulatory Approvals

              


      

      In
administering this Plan, the Committee will obtain any regulatory approvals
which may be required pursuant to applicable securities laws or the rules of any
stock exchange or over the counter market on which the Shares are
listed.

      


      
        	
                3.6

              	
                Administration
      by Committee

              


      

      All
determinations made by the Committee in good faith on matters referred to in
Section 3.4 shall be final, conclusive, and binding upon all
Persons.  The Committee shall have all powers necessary or appropriate
to accomplish its duties under this Plan.  In addition, the
Committee’s administration of the Plan shall in all respects be consistent with
the policies and rules of any stock exchange or over the counter market on which
the Shares are listed.

      


      ARTICLE
4 SHARES SUBJECT TO THE PLAN

      


      
        	
                4.1

              	
                Number
      of Shares

              


      

      Subject
to ARTICLE 9, the number of Shares which are subject to Options granted pursuant
to this Plan shall not exceed 10% of the issued and outstanding Shares of the
Company as it may be from time to time.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      
        	
                4.2

              	
                10%
      Limitation on Insiders

              


      

      Notwithstanding
anything to the contrary in this Plan or in any Option Agreement:

      


      
        	
                 
      

              	
                (a)

              	
                the
      number of Shares issuable to insiders, at any time, under this Plan and
      all other security based compensation arrangements of the Company, cannot
      exceed 10% of the Company’s issued and outstanding Shares;
    and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      number of Shares issued to insiders, within any one year period, under
      this Plan and all other security-based compensation arrangements of the
      Company, cannot exceed 10% of the Company’s issued and outstanding
      Shares.

              


      

      


      
        	
                4.3

              	
                5%
      Limitation

              


      

      Notwithstanding
anything to the contrary in this Plan or in any Option Agreement:

      


      
        	
                 
      

              	
                (a)

              	
                the
      number of Shares issuable to any one Person, at any time, under this Plan
      and all other security based compensation arrangements of the Company,
      cannot exceed 5% of the Company’s issued and outstanding Shares;
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      number of Shares issued to any one Person, within any one year period,
      under this Plan and all other security based compensation arrangements of
      the Company, cannot exceed 5% of the Company’s issued and outstanding
      Shares.

              


      

      


      
        	
                4.4

              	
                Reloading

              


      

      Without
limiting Section 4.1 hereof, but for greater certainty, the number of Shares
under all options that have been exercised, and under all options which have
been cancelled or that have expired without being exercised, shall be “reloaded”
into the Plan and will be available for Option, subject to the terms and
conditions of this Plan.

      


      
        	
                4.5

              	
                Reservation
      of Shares

              


      

      The
Company will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

      


      ARTICLE
5 EXERCISE OF OPTION

      


      
        	
                5.1

              	
                Method
      of Exercise

              


      

      Subject
to any limitations or conditions imposed upon an Optionee pursuant to the Option
Agreement or ARTICLE 4 above, an Optionee may exercise an Option by giving
written notice thereof to the Company at its principal place of
business.

      


      
        	
                5.2

              	
                Payment
      of Option Price

              


      

      The
notice described in Section 5.1 shall be accompanied by full payment of the
aggregate Option Price to the extent the Option is so exercised, and full
payment of any amounts the Company determines must be withheld for tax purposes
from the Optionee pursuant to the Option Agreement.  Such payment
shall be in the lawful money of Canada, by cheque or such other method of
payment as the Committee may reasonably require.

      


      
        	
                5.3

              	
                Issuance
      of Stock Certificate

              


      

      As soon
as practicable after exercise of an Option in accordance with Sections 5.1 and
5.2 above, the Company shall issue a stock certificate evidencing the Shares
with respect to which the Option has been exercised.  Until the
issuance of such stock certificate, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to such Shares,
notwithstanding the exercise of the Option.  No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in ARTICLE 9
below.

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      ARTICLE
6 TERM AND TRANSFERABILITY OF OPTIONS

      


      
        	
                6.1

              	
                Non-Transferable

              


      

      All
Options are non-assignable and non-transferable.

      


      
        	
                6.2

              	
                Term

              


      

      Each
Option granted pursuant to this Plan shall, subject to early termination in
accordance with ARTICLE 7 hereof, expire automatically on the earlier
of:

      


      
        	
                 
      

              	
                (a)

              	
                the
      date on which such Option is exercised in respect of all Shares that may
      be purchased thereunder; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                subject
      to Section 7.4, the expiry date of such Option as determined by the
      Committee which in no event may exceed ten years from the date of the
      original grant of the Option.

              


      

      


      ARTICLE
7 TERMINATION OF OPTIONS

      


      
        	
                7.1

              	
                Termination
      of Options

              


      

      An Option
held by an Eligible Person shall terminate at the earliest of the following
dates:

      


      
        	
                 
      

              	
                (a)

              	
                Subject
      to Section 7.4, the expiry date specified for such Option in the Option
      Agreement;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                where
      the Optionee’s position as an Eligible Person is removed or terminated for
      just cause, and the Optionee has no continuing business relationship with
      the Company or an affiliate of the Company as an Eligible Person in any
      other capacity, the date of such termination for just
    cause;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                where
      the Optionee’s position as an Eligible Person terminates due to the death
      or Disability of the Optionee, one year following such
      termination;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                where
      the Optionee’s position as an Eligible Person terminates for a reason
      other than the Optionee’s Disability, death, or termination for just cause
      (termination for such other reason being hereinafter referred to as a
      “Voluntary Termination”), and the Optionee has no continuing business
      relationship with the Company or an affiliate of the Company as an
      Eligible Person in any other
capacity:

              


      

      


      
        	
                (i)  

              	
                where
      the Optionee held the position of a director of the Company or an
      affiliate of the Company, one year after the date of Voluntary
      Termination; or

              


      

      


      
        	
                (ii)  

              	
                where
      the Optionee held any other position with the Company or an affiliate of
      the Company, such period of time after the date of Voluntary Termination,
      which shall be not less than 30 days nor more than one year, as is
      determined by the Compensation Committee at the time the option is
      granted, subject to extension by the Compensation Committee in its sole
      discretion, at any time during the duration of the Option, up to but not
      beyond one year following the date of Voluntary
    Termination.

              


      

      


      
        	
                7.2

              	
                Exercise
      of Options by Legal Heirs and Representatives, and Continuation of
      Vesting

              


      

      Notwithstanding
anything to the contrary contained in this Plan, until an Option terminates in
accordance with Section 7.1 above, such Option shall remain exercisable
following the death or Disability of the Optionee by the Optionee’s legal heirs
or legal representatives, and shall continue to vest in accordance with any
vesting schedule to which such Options are subject.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                7.3

              	
                Deemed
      Non-Interruption of
Employment

              


      

      Employment
shall be deemed to continue intact during any sick leave or other bona fide
leave of absence unless and until the Optionee’s employment is officially
terminated.

      


      
        	
                7.4

              	
                Blackout
      Period

              


      

      In the
event that the expiry date specified for an Option in an Option Agreement falls
within a Blackout Period or within four business days of the end of a Blackout
Period, such expiry date shall be deemed, for purposes of Section 7.1(a) above,
to be until 5:00 pm local time on the fifth business day following the end of
such Blackout Period.

      


      ARTICLE
8 SUSPENSION, AMENDMENT OR TERMINATION

      


      
        	
                8.1

              	
                Authority
      of Committee to Suspend, Amend or Terminate Plan or Option
      Agreement

              


      

      Subject
to Section 8.2, the Committee shall have the right at any time to suspend, amend
or terminate this Plan and in any manner to amend any Option Agreement, subject
to approval of any stock exchange on which the Shares are listed if required
under the rules and policies of such stock exchange, including without
limitation, in order to:

      


      
        	
                 
      

              	
                (a)

              	
                make
      changes of a clerical nature or changes to clarify the meaning of existing
      provisions;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                change
      the vesting provisions of an
Option;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                reflect
      any requirements of applicable regulatory bodies or stock
      exchanges;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                extend
      the term of an Option held by an Eligible Person who is not an
      insider;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                reduce
      the Option Price of an Option held by an Eligible Person who is not an
      insider, but in no event shall an Option Price be reduced below Fair
      Market Value;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                change
      the categories of Persons who are Eligible
  Persons.

              


      

      


      
        	
                8.2

              	
                Shareholder
      Approval Required

              


      

      Notwithstanding
Section 8.2, the Committee shall not, without the approval of the shareholders
of the Company, have the right to amend an Option Agreement in order
to:

      


      
        	
                 
      

              	
                (a)

              	
                increase
      the number of Shares which may be issued pursuant to any Option granted
      under this Plan (subject to any necessary adjustment pursuant to ARTICLE 9
      hereof);

              


      

      


      
        	
                 
      

              	
                (b)

              	
                reduce
      the Option Price of any Option granted under this Plan then held by an
      insider (subject to any necessary adjustment pursuant to ARTICLE 9
      hereof); or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                extend
      the term of any Option granted under this Plan then held by an
      insider.

              


      

      


      
        	
                8.3

              	
                Vote
      of Insider Excluded

              


      

      In
calculating the votes of shareholders approving an amendment referred to in
Section 8.2(b) or 8.2(c), the votes of the insiders benefiting from the
amendment shall be excluded.

      


      
        	
                8.4

              	
                No
      Grant During Suspension of
Plan

              


      

      No Option
may be granted during any suspension, or after termination, of the
Plan.

       

       

      
         

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

      
 

      ARTICLE
9 ADJUSTMENT

      


      
        	
                9.1

              	
                Adjustments

              


      

      The
Option Exercise Price and the number of Shares to be purchased by an Optionee
upon the exercise of an Option will be adjusted, with respect to the then
unexercised portion thereof, by the Company from time to time (on the
basis of
such advice as the Company considers appropriate, including, if considered
appropriate by the Company, a certificate of the auditors of the Company) in the
events and in accordance with the provisions and rules set out
below.  Any dispute that arises at any time with respect to any
adjustment pursuant to such provisions and rules will be conclusively determined
by the Committee, and any such determination will be binding on the Company, the
Optionee and all other affected parties.

      


      
        	
                9.2

              	
                Stock
      Dividends

              


      

      In the
event that a dividend is declared upon the Shares payable in Shares (other than
in lieu of dividends paid in the ordinary course), the number of Shares then
subject to any Option shall be adjusted by adding to each such Share the number
of Shares which would be distributable thereon if such Share had been
outstanding on the date fixed for determining members entitled to receive such
stock dividend.

      


      
        	
                9.3

              	
                Mergers,
      Stock Splits, Stock Consolidations,
etc.

              


      

      In the
event that the outstanding Shares are changed into or exchanged for a different
number of kind of Shares or other securities of the Company or of another
company, whether through an arrangement, amalgamation or other similar procedure
or otherwise, or a share recapitalization, subdivision or consolidation, then
there shall be substituted for each Share subject to any Option the number and
kind of Shares or other securities of the Company or of another company into
which each outstanding Share shall have been so changed or for which each such
Share shall have been exchanged.

      


      
        	
                9.4

              	
                Other
      Alterations

              


      

      In the
event that there is any change, other than as specified above in this ARTICLE 9,
in the number or kind of outstanding Shares or of any securities into which such
Shares shall have been changed or for which they shall have been exchanged, and
the Committee determines that such change equitably requires an adjustment to be
made in the number or kind of Shares then subject to Options, then such
adjustment shall be made as so determined by the Committee, which adjustment
shall be final and binding on all parties, subject only to any required approval
of the Toronto Stock Exchange, or if the Shares are not then listed on the
Toronto Stock Exchange, such other stock exchange having jurisdiction over the
Company.

      


      
        	
                9.5

              	
                Adjustment
      of Option Price

              


      

      In the
case of any adjustment as provided for in this ARTICLE 9, the Option Price in
respect of each Option for each Share covered thereby prior to such substitution
or adjustment will be proportionately and appropriately varied.  Such
variation shall generally require that the number of Shares or securities
covered by the Option after the relevant event multiplied by the varied Option
Price shall equal the number of Shares covered by the Option prior to the
relevant event multiplied by the original Option Exercise Price.

      


      
        	
                9.6

              	
                Other
      Distributions

              


      

      In the
event that the Company distributes by way of a dividend, or otherwise, to all or
substantially all holders of Shares, property, evidence of indebtedness or
shares or other securities of the Company (other than Shares) or rights, options
or warrants to acquire Shares or securities convertible into or exchangeable for
Shares or other securities or property of the Company, other than as a dividend
in the ordinary course, then, if the Committee determines that such action
equitably requires an adjustment in the Option Exercise Price or number of
Shares subject to any Option, or both, such adjustment shall be made by the
Committee and shall be effective and binding for all purposes.

      


      
        	
                9.7

              	
                No
      Fractional Shares

              


      

      No
adjustment or substitution provided for in this ARTICLE 9 shall require the
Company to issue a fractional share in respect of any Option and the total
substitution or adjustment with respect to each Option shall be limited
accordingly, with each fraction of a share resulting from any substitution or
adjustment being rounded down to the next whole number.

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

      
        	
                9.8

              	
                Pre-Clearance
      by Exchange

              


      

      All
adjustments or substitutions provided for in this ARTICLE 9 are subject to the
pre-clearance of the Toronto Stock Exchange, or if the Shares are not then
listed on the Toronto Stock Exchange, then such other stock exchange having
jurisdiction.

      


      
        	
                9.9

              	
                Acceleration
      of Vesting Schedule

              


      

      The
Committee shall have the right to accelerate the vesting schedule of any Option.
Upon a Change of Control, all Options granted under this Plan shall immediately
vest, notwithstanding any contingent vesting provision to which such Options may
have otherwise been subject.

      


      
        	
                9.10

              	
                Determinations
      to be Made By Committee

              


      

      Adjustments
and determinations under this ARTICLE 9 shall be made by the Committee, whose
decisions as to what adjustments or determination shall be made, and the extent
thereof, shall be final, binding, and conclusive.

      


      ARTICLE
10 CONDITIONS PRECEDENT TO ISSUANCE OF SHARES

      


      
        	
                10.1

              	
                Compliance
      with Laws

              


      

      Shares
shall not be issued pursuant to the exercise of any Option unless the exercise
of such Option and the issuance and delivery of such Shares comply with all
relevant provisions of law, including applicable securities laws, regulations,
rules, instruments and policies, and the requirements of any stock exchange or
over the counter market upon which the Shares may then be listed or otherwise
traded.

      


      
        	
                10.2

              	
                Regulatory
      Approval to Issuance of
Shares

              


      

      The
Company’s inability to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability with respect to the failure to issue or sell such
Shares.

      


      ARTICLE
11 MISCELLANEOUS

      


      
        	
                11.1

              	
                Notices

              


      

      All
notices, requests, demands and other communications required or permitted to be
given under this Plan and the Options granted under this Plan shall be in
writing and shall be either served personally on the party to whom notice is to
be given, in which case notice shall be deemed to have been duly given on the
date of such service; faxed to the party to whom notice is to be given, in which
case notice shall be deemed to have been duly given on the date the fax is sent;
or mailed to the party to whom notice is to be given, by first class mail,
registered or certified, return receipt requested, postage prepaid, and
addressed to the party at his, her or its most recent known address, in which
case such notice shall be deemed to have been duly given on the tenth postal
delivery day following the date of such mailing.

      


      
        	
                11.2

              	
                Use
      of Proceeds

              


      

      Proceeds
from the sale of Shares pursuant to the Options granted and exercised under the
Plan shall constitute general funds of the Company and shall be used for general
corporate purposes.

      


      
        	
                11.3

              	
                No
      Obligation to Exercise

              


      

      Optionees
shall be under no obligation to exercise Options granted under this
Plan.

      


      
        	
                11.4

              	
                No
      Obligation to Retain
Optionee

              


      

      Nothing
contained in this Plan shall obligate the Company or an Affiliate of the Company
to retain an Optionee as an employee, officer, director, or consultant for any
period, nor shall this Plan interfere in any way with the right of the Company
or Affiliates of the Company to reduce such Optionee’s
compensation.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

      
        	
                11.5

              	
                Binding
      Agreement

              


      

      The
provisions of this Plan and each Option Agreement with an Optionee shall be
binding upon such Optionee and the Qualified Successor or Guardian of such
Optionee.

      


      
        	
                11.6

              	
                Use
      of Terms

              


      

      Where the
context so requires, references herein to the singular shall include the plural,
and vice versa, and references to a particular gender shall include either or
both genders.

      


      
        	
                11.7

              	
                Headings

              


      

      The
headings used in this Plan are for convenience of reference only and shall not
in any way affect or be used in interpreting any of the provisions of this
Plan.

      


      ARTICLE
12 DIRECTOR AND SHAREHOLDER APPROVALS 

      


      
        	
                12.1

              	
                Shareholder
      Approval to Plan

              


      

      This Plan
must be approved by a majority of the votes cast at a meeting of the
shareholders of the Company.

      


      
        	
                12.2

              	
                Adoption
      of Plan

              


      

      This Plan
was approved and adopted by the Board of Directors as of October 20, 2008 and
will be submitted to the shareholders of the Company for approval at the next
annual general meeting, provided that any Options granted pursuant to the Plan
prior to the date on which shareholder approval to the Plan is given, may not be
exercised until the Plan receives shareholder approval.

      


      
        	
                12.3

              	
                Periodic
      Approval of Unallocated
Options

              


      

      Every
three years, all unallocated Options available for grant under this Plan must be
approved by:

      


      
        	
                 
      

              	
                (a)

              	
                a
      majority of the Company’s directors and a majority of the Company’s
      independent directors; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      required by a stock exchange on which the Shares are then listed, the
      Company’s shareholders.

              


      

      


      


      The
foregoing 2008 Stock Option Plan was approved by the shareholders of Helix
Biopharma Corp. on December 16, 2008, and was implemented by the Board of
Directors on December 17, 2008.

      


      


      HELIX
BIOPHARMA CORP.

      


      


      Per:
/s/ Kenneth
A. Cawkell

          Kenneth A.
Cawkell

          Corporate
Secretary

      


       

      
 

      10