kl09005_ex4-3.htm


    
      

    

     

    Exhibit 4.3

     

    TECHNOLOGY LICENSE
AGREEMENT

     

    CONFIDENTIAL TREATMENT
REQUESTED

    


    INFORMATION
FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS IDENTIFIED
BY THREE ASTERISKS, AS FOLLOWS “* * *”, AN UNREDACTED VERSION OF THIS DOCUMENT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

    


    
      	
              BETWEEN
      :

            	
              NATIONAL RESEARCH COUNCIL OF
      CANADA, whose head office address is:

              1200
      Montreal Road

              Ottawa,
      Ontario KIA 0R6

              (through
      its Institute, whose name and address are:

              Institute
      for Biological Sciences 1200 Montreal Road, Building M-54 Ottawa, Ontario
      K1A 0R6

            	
              (called
      “NRC”)

              (called
      the “Institute”)

            


    

    


    
      	
              AND
      :

               

            	
              HELIX
      BIOPHARMA CORPORATION

              a
      corporation under the laws of Ontario, Canada whose head office address
      is:

              3-305
      Industrial Parkway South,

              Aurora
      ON Canada L4G 6X7

            	
              (called
      the “Licensee”)

            


    

     

    
          WHEREAS

       

    

    
      	
               
      

            	
              (a)

            	
              NRC
      owns or controls certain technology which is subject to intellectual
      property rights, including without limitation inventions (which may be
      protected by patents), copyright, trade secrets, know-how, and information
      that is confidential.

            


    

     

    
      	
               
      

            	
              (b)

            	
              NRC
      and the Licensee desire to enter into a licence agreement that will permit
      the technology to be used for commercial
  purposes.

            


    

     

     

    
      
        
          

        

      

       

      


    

    IN CONSIDERATION of the
following terms, conditions, promises, and payments, the parties agree as
follows:

     

     

    
      1.0  DEFINITIONS IN THIS
AGREEMENT

    

     

    For all
purposes of this Agreement the following terms, in singular or plural form as
appropriate to the context, are defined as follows:

     

    
      	
              1.1  

            	
              “NRC Technology” means
      the inventions (not necessarily patentable), trade secrets, know-how,
      Software, designs, written works, samples, biological materials, and
      technical information (confidential or not) relating to the “*** Antibody
      patent application” (NRC case # ***) tentatively
  entitled:

            


    

     

    “An Antibody Fragment, and
Derivatives Thereof, for the Detection and Treatment of Lung
Adenocarcinoma”,

    ***

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              1.2  

            	
              “Licensee Technology’
      means the inventions (not necessarily patentable), patent(s), trade
      secrets, know-how, software, designs, written works, samples, biological
      materials, and technical information (confidential or not) relating to
      Helix Biopharma Proprietary Compound named “DOS47” and related compounds
      as described by US application # 20040115186 including any improvements,
      continuation, divisional applications derived from
  it.

            


    

     

    
      	
              1.3  

            	
              “Foreground Technology”
      means the inventions (not necessarily patentable), patent(s),
      including any improvements, continuation, divisional applications derived
      from such patent(s), trade secrets, know-how, software, designs, written
      works, samples, biological materials, and technical information
      (confidential or not) relating to novel molecules resulting from the
      combination of the NRC Technology and the Licensee Technology. Such
      Foreground Technology is proprietary to
NRC.

            


    

     

    
      	
              1.4  

            	
              “Patents” means the
      following patents and patent applications, plus any divisions,
      continuations, continuations-in-part, re-issues, and extensions of these
      patents and patent applications plus any other patents and patent
      applications in countries within the Territory, covering essentially the
      same inventions or claiming priority of patenting rights from any other
      patent application within the Patent
entitled:

            


    

     

    An Antibody Fragment, and
Derivatives Thereof, for the Detection and Treatment of Lung
Adenocarcinoma”,

    ***.

     

    NRC
currently holds no other patents or patent applications in relation to the NRC
Technology. If NRC does apply for such Patents, the licence granted by this
Agreement covers these patents, specifically.

     

    
      	
              1.5  

            	
              “NRC Intellectual
      Property Rights” means Patents and other exclusionary rights in respect of
      the NRC Technology, and rights in respect of Confidential information
      included in the NRC Technology.

            


    

     

    
      	
              1.6  

            	
              “NRC’s Internal Purposes”
      means research and development within NRC’s laboratories and the
      provision of services to NRC’s customers, conducted in such a way as to
      avoid the disclosure of either confidential information of the Licensee or
      confidential information of NRC which is deliverable under this Agreement
      and whose disclosure would deprive the Licensee of some significant
      advantage intended by this
Agreement.

            


    

     

    
      	
              1.7  

            	
              “Licensee’s Internal
      Purposes” means research and development within Licensee’s
      laboratories conducted in such a way as to avoid the disclosure of
      Confidential information of NRC whose disclosure would deprive NRC of some
      significant advantage intended by this
  Agreement.

            


    

     

    
      	
              1.8  

            	
              “Product” means any
      thing (including equipment, system, device, component, chemical, molecule,
      database, or software) that incorporates or embodies or is derived from
      any part of the Foreground Technology (including all modifications made by
      the Licensee or NRC), or that results from practicing or using the
      Foreground Technology, and also any document that relates to the
      Foreground Technology.

            


    

     

    
      	
              1.9  

            	
              Service” means any
      service to third parties, not provided free, that is provided by using any
      part of the Foreground Technology (including all modifications made by the
      Licensee or NRC), or by using a Product, or that relates to a Product,
      including (without limiting the generality of the foregoing)
      customization, maintenance, installation, training, consulting, testing,
      operating, dissemination of advertising or publicity, production,
      packaging and distribution.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.10  

            	
              “Sale” means every
      disposition of a Product, including selling, renting, leasing, licensing,
      lending, and bartering of a Product.  It also means every
      instance of providing Service. It is considered to occur when a Product or
      Service is delivered or an invoice is issued, whichever occurs first. A
      Sale exists irrespective of the collection of any debt (regardless of any
      accounting principle), but not if money received is refunded. “Sell”, and
      “Sold” have corresponding meanings.

            


    

     

    
      	
              1.11  

            	
              “Sales Revenue” means
      the gross price billed by the Licensee or sub-licensee to a purchaser on
      account of every Sale of a Product or Service, including recurring and
      deferred payments when received, less the following
      deductions:

            


    

    
      	
              (a)  

            	
              rebates
      granted and taken, except rebates granted wholly or partially in
      consideration of a third party’s agreement to purchase anything that is
      not a Product or Service as defined in this
  Agreement;

            


    

    
      	
              (b)  

            	
              trade,
      promotional, quantity or cash discounts actually allowed and taken, not
      exceeding amounts that are customary in the
  trade;

            


    

    
      	
              (c)  

            	
              amounts
      repaid or credited by reason of rejections or returns of Products, or as
      retroactive price reductions;

            


    

    
      	
              (d)  

            	
              custom
      duties, excise taxes, sales taxes, value-added taxes and any compulsory
      payments made to government authorities, if separately stated on an
      invoice with the intention that costs incurred by the Licensee will be
      recovered from the invoiced person,
and

            


    

    
      	
              (e)  

            	
              actual
      shipping and insurance costs in transporting Products to third parties if
      separately stated on an invoice with the intention that costs incurred by
      the Licensee will be recovered from the invoiced
  person.

            


    

     

    If
Products or Services are bartered for goods or services, or are disposed of
through a transaction that is not at Arm’s Length, the Sales Revenue shall be
calculated as above, using the average of gross prices billed in typical recent
Sales of equivalent Products or Services, and if there are no such Sales, then
it shall be deemed to be the fair market value (having regard to the Licensee’s
advertised prices and prices of near equivalents in the market).

     

    If a
Product is incorporated as part of another article, the Licensee shall price the
Product separately on an invoice. When a distinct price for a Product is not
invoiced, or when the price stated is not a reasonable price, the Sales Revenue
shall be calculated as above, using the average of net prices billed in typical
recent Sales of equivalent Products, and if there are no such Sales, then the
Sales Revenue for the Product shall be deemed to be the Sales Revenue for the
article multiplied by the ratio of the manufacturing cost of the Product to the
manufacturing cost of the article. The Licensee shall be responsible for
providing satisfactory evidence of manufacturing costs. This paragraph does not
apply to Services, and no adjustment is allowed to the net price billed for a
Service.

     

    
      	
              1.12  

            	
              “Other Revenue” means
      all payments, and the value of other consideration, which the Licensee
      receives in relation to sub-licences, other than royalties from Sales of
      Products or Services by the sub-licensee.  This includes,
      without limitation, initial fees, milestone payments, bonuses, periodic
      fees, fees for consulting, fees for upgrades, dividends, and the value of
      equity.

            


    

     

    
      	
              1.13  

            	
              “Reporting Date(s)” is
      (are) the date(s) in every year up to which royalties since the last
      Reporting Date are calculated as follows: January 31 and July
      31.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.14  

            	
              “Affiliate” is a
      corporation of which more than 20% of the voting shares are owned by the
      Licensee, or which owns more than 20% of the voting shares of the
      Licensee, or of which more than 50% of the voting shares are owned by
      another Affiliate or if it owns more than 50% of another
      Affiliate.

            


    

     

    
      	
              1.15  

            	
              “Arm’s length” has the
      meaning as used for purposes of the Income Tax Act of
      Canada, and is not limited to the same meaning as being an
      Affiliate.

            


    

     

    
      	
              1.16  

            	
              “Territory means
      worldwide.

            


    

     

     

    
      	
              2.0  

            	
              GRANT OF
      LICENCE

            


    

     

    
      	
              2.1  

            	
              Grant:  NRC
      grants to the Licensee a licence of NRC’s Intellectual Property Rights and
      the Patents, for the Licensee’s Internal Purposes.  NRC also
      grants to the Licensee a licence of the Foreground Technology effective
      throughout the Territory:

            


    

    
      	
              (a)  

            	
              to
      reproduce, make, use, import and Sell any Product and export any Product
      to any place within the Territory;

            


    

    
      	
              (b)  

            	
              to
      engage contractors to reproduce or make any Product to be used or sold by
      the Licensee;

            


    

    
      	
              (c)  

            	
              to
      Sell any Service.

            


    

     

    
      	
              2.2  

            	
              Field of
      Use:  The Licensee shall not deaf in any manner with
      Product, Services or Foreground Technology except as authorized under this
      Agreement for applications within the Territory and within the authorized
      field of use, which is: therapeutic and diagnostic applications for
      humans.

            


    

     

    
      	
              2.3  

            	
              Exclusivity:  The
      rights granted to the Licensee by way of licence under this Agreement
      are:

            


    

    
      	
              (a)  

            	
              non-exclusive,
      for Licensee’s Internal Purposes, with respect to NRC Technology and the
      Patents;

            


    

    
      	
              (b)  

            	
              exclusive,
      with respect to Foreground Technology and to any patent relying on
      Foreground Technology.

            


    

     

    
      	
              2.4  

            	
              Sub-licensing:  The
      Licensee may sub-license the rights granted by this Agreement with respect
      to Foreground Technology to:

            


    

    
      	
              (a)  

            	
              purchasers
      of a Product, as needed to permit normal use of a Product by an end- user
      and such sub-licences survive termination of this
    Agreement;

            


    

    
      	
              (b)  

            	
              any
      other person, on terms approved by NRC in writing in
    advance.

            


    

     

    
      	
              2.5  

            	
              Canadian
      Content:  The Licensee shall perform all manufacturing of
      Products in Canada, and shall use Canadian-made materials in Products to
      the extent that they are reasonably available.  Canadian-based
      sub-licensees shall be subject to the same
      requirement.  Foreign-based sub-licensees are not so restricted,
      but they shall not be permitted to sell Products that will be imported
      into Canada.

            


    

     

    
      	
              2.6  

            	
              Delivery:  NRC
      shall give the Licensee a copy of all of NRC’s
  relevant:

            


    

    
      	
              (a)  

            	
              Patents,
      including the latest draft of any applications that have not matured into
      patents;

            


    

    
      	
              (b)  

            	
              documentation
      that is reasonably necessary for an understanding of the NRC Technology,
      to the extent that it exists;

            


    

    
      	
              (c)  

            	
              samples,
      in reasonable quantities, of materials illustrating the NRC
      Technology.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    The
Licensee shall be conclusively deemed to have received all necessary delivery
under this paragraph if the Licensee has not notified NRC, within 60 days after
the effective date of this Agreement that delivery is lacking.

     

    
      	
              3.0  

            	
              FEES AND
      ROYALTIES

            


    

     

    
      	
              3.1  

            	
              Licence
      Fee:  As consideration for the grant of the licence,
      immediately upon receiving a fully signed original of this Agreement the
      Licensee shall pay NRC the sum of *** plus applicable
    taxes.

            


    

     

    
      	
              3.2  

            	
              Licensee’s
      Royalty:  The Licensee shall pay to NRC royalties for all
      Sales of Products and Services as follows: *** of Sales
      Revenue.

            


    

     

    The
Parties shall mutually agree on an approach to establish a reduced royalty rate
if a Licensed Product uses one or more additional technologies licensed from a
third and unrelated party, based on the material contribution of the NRC
technology to the composition of the final, licensed product (so-called ‘Royalties stacking
provision’).

     

    Under
such circumstances, however, the reduced royalty rate for such Licensed Product
shall not be less than *** of Sales Revenue.

     

    
      	
              3.3  

            	
              Milestone
      payments:

            


    

     

    For the development of the first
Licensed Product:

     

    
      	
               
      

            	
              –

            	
              A
      milestone payment of twenty five thousand dollars (CAN $25,000) upon
      successful completion of Phase I clinical trials as confirmed by a
      regulatory authority (e.g.: United States Food and Drug
      Administration).

            


    

     

    
      	
               
      

            	
              –

            	
              A
      milestone payment of fifty thousand dollars (CAN $50,000) upon successful
      completion of Phase Ilb clinical trials as confirmed by a regulatory
      authority.

            


    

     

    
      	
               
      

            	
              –

            	
              A
      milestone payment of one hundred and twenty five thousand dollars (CAN
      $125,000) upon successful completion of Phase Ill clinical trials as
      confirmed by a regulatory
authority.

            


    

     

    
      	
               
      

            	
              –

            	
              A
      milestone payment of two hundred thousand dollars (CAN $200,000) upon
      receipt of market approval by a regulatory
  authority.

            


    

     

    For
the development of each subsequent Licensed Products

     

    
      	
               
      

            	
              –

            	
              A
      milestone payment of two hundred thousand dollars (CAN $200,000) upon
      receipt of market approval by a regulatory
  authority.

            


    

     

    
      	
              3.4  

            	
              Royalty for Unauthorized
      Sales:  Without implying any waiver of NRC’s rights to
      enforce limitations in this Agreement or to seek damages for breach of
      this Agreement, the Licensee shall pay to NRC, without further demand by
      NRC, royalties on Sales of Products or Services which are not authorized
      with respect to Territory or Field of
Use.

            


    

     

    
      	
              3.5  

            	
              Other
      Revenue:  The Licensee shall pay to NRC *** of Other
      Revenue.

            


    

     

    
      	
              3.6  

            	
              Minimum Annual
      Royalty:  The Licensee shall pay NRC a Minimum Annual
      Royalty (“MAR”) according to the following schedule (with tax to be
      added), regardless of whether 

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    NRC issues an invoice for the MAR.  The MAR becomes
overdue, and subject to interest on overdue payments, on the date stated here,
regardless of whether that is a Reporting Date and regardless of when the next
royalty payment and statement are due. MAR payments shall be credited against
royalties and shares of Other Revenue, payable to NRC for the same period by the
Licensee and by any sub-licensee.

     

    The
Minimum Annual Royalty is: *** per calendar year, owed if no research
collaboration agreement is in place between Collaborator and NRC in a given
calendar year, when the license is in full force. Royalties owed in a given
calendar year are to be applied against this Minimum Annual
Royalty.

     

    
      	
              3.7  

            	
              Sub-Licensee’s
      Royalty:  the Licensee shall be responsible for paying
      NRC the same royalties that would be payable if Sales by the sub-licensee
      were Sales by the Licensee.

            


    

    
      	
              (a)  

            	
              Licensee
      shall require the sub-licensee to pay directly to NRC royalties for all
      Sales of Products and Services by the sub-licence royalties as if Sales of
      Products and Services by the sub-licensee were Sales of Products and
      Services by the Licensee;

            


    

    
      	
              (b)  

            	
              Licensee
      guarantees the payments required from the
  sub-licensee.

            


    

     

    
      	
              3.8  

            	
              Tax:  The
      Goods and Services Tax, or Harmonized Sales Tax, or Quebec Sales Tax, is
      applicable to payments required by this Agreement, depending on the
      residence of the Licensee or sub-licensee, while none of those taxes
      normally applies to foreign-based payers. It is the responsibility of the
      payer, whether Licensee or sub-licensee, to determine tax status and to
      pay the applicable tax.  NRC’s GST and HST registration number
      is 121 491 807.  NRC’s QST registration number is 1006 178
      088.

            


    

     

    
      	
              3.9  

            	
              Interest:  In
      lieu of the regulation that requires NRC to charge interest on overdue
      amounts at a rate based on variable central-bank rates, interest at one
      percent (1%) per month compounded monthly (annual rate of 12.68%) must be
      paid on overdue amounts from the date when payment is due until the date
      it is received by NRC.  NRC may revise that rate upon two (2)
      months’ notice. An administrative charge of $25 will be invoiced for any
      cheque, which is refused payment by the financial institution on which it
      is drawn.

            


    

     

    
      	
              3.10  

            	
              Delinquent
      Accounts:  NRC may use a collection agency to collect any
      debt arising under this Agreement, and NRC may obtain a set-off of the
      debt against any other money payable by the Government of Canada to the
      Licensee.  The costs and fees of collection agencies shall be
      added to the debt payable to NRC.

            


    

     

    
      	
              3.11  

            	
              Statements:  The
      Licensee must deliver royalty statements to NRC within sixty (60) days
      after each Reporting Date, even if no Products or Services were
      Sold.  NRC may provide a form for royalty statements, which the
      Licensee must use.  Royalty statements must be certified
      accurate and correct by the Chief Financial Officer or some other senior
      officer of the Licensee, and must include the following information for
      the period up to the Reporting Date or since the last Reporting
      Date:

            


    

    
      	
              (a)  

            	
              the
      quantity of Products made by or for the
  Licensee;

            


    

    
      	
              (b)  

            	
              the
      quantity, and the Sales Revenue, for Products Sold at Arm’s
      Length;

            


    

    
      	
              (c)  

            	
              the
      quantity of Products disposed of at other than Arm’s Length or by barter,
      the persons to whom disposed, and the basis for the
    royalties;

            


    

    
      	
              (d)  

            	
              Sales
      Revenue from Services Sold;

            


    

    
      	
              (e)  

            	
              a
      calculation of the royalties due to
NRC;

            


    

    
      	
              (f)  

            	
              a
      projection of Sales of Products and Services for the periods to be covered
      in the next two royalty statements;

            


    

    
      	
              (g)  

            	
              where
      applicable, identical information as in (a) to (f) from the
      sub-licensee.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.12  

            	
              Currency
      Translation:  Sales Revenue and Other Revenue, and any
      fixed payment to NRC required by this Agreement, when required to be
      converted to Canadian dollars, shall be converted using the Bank of Canada
      monthly exchange rate for the last month of the reporting
      period.  This currency information is available at the Bank of
      Canada website:
      http://bank-banque-canada.ca/english/xrate/htm.  If payments to
      NRC are required to be made in U.S. dollars, the conversion shall be the
      rate of exchange in a major financial market, as published (errors
      excluded) in a widely distributed Canadian or U.S. newspaper on the last
      date of the reporting period, or within the seven preceding
      days.  The basis of all conversions shall be stated in the
      royalty statement submitted to NRC, accompanied by a printed copy of the
      published basis of that conversion.

            


    

     

    
      	
              3.13  

            	
              Remittances:  Royalty
      statements must be accompanied by a remittance of the royalties due, in
      Canadian or U.S. funds payable at par at Ottawa, Ontario, Canada.
      Remittances can be made either by a bank transfer to an account which NRC
      will designate if asked, or by a cheque payable to: “Receiver General -
      National Research Council”, indicating on the cheque the reference number
      (if any) appearing on the first page of this
  Agreement.

            


    

    Cheques
must be addressed to:

    
      	
               
      

            	
              - NRC -
      Accounts Receivable, at the NRC head office address stated above
      (on page 1);

            


    

     

    A copy of
the royalty
statement must be sent to:

    
      	
               
      

            	
              - NRC -
      Intellectual Property Services, at the NRC head office address
      stated above (on page 1);

            


    

    and
to:

     

    
      	
               
      

            	
              - the Institute,
      at its address stated above (on page
1).

            


    

     

    
      	
              3.14  

            	
              Records:  The
      Licensee shall, and shall require sub-licensees
  to:

            


    

    
      	
              (a)  

            	
              keep
      accurate, detailed and complete records in accordance with generally
      accepted accounting principles, at its expense, which shall be retained
      and available at its principal place of business in respect of Products
      and Services, and the basis of any Other Revenue which may require a
      payment to NRC;

            


    

    
      	
              (b)  

            	
              provide
      NRC, upon request and without charge, with annual Financial Statements
      (prepared by an external auditor, if available) that will verify the Sales
      Revenue derived from Products and
Services;

            


    

    
      	
              (c)  

            	
              keep
      all the records intact for a period of not less than three (3)
      years.

            


    

     

    
      	
              3.15  

            	
              NRC’s
      Audits:  The Licensee shall make all relevant records
      available at its premises during normal business hours, upon reasonable
      notice, and permit NRC and its authorized representatives to audit,
      inspect, and copy the records.  In such circumstances, the
      Licensee shall afford all facilities and collaboration to NRC and its
      authorized representatives, and furnish all information necessary to the
      understanding of the records.  If NRC’s audit reveals that
      payments made by the Licensee are less than eight-tenths (80%) of the
      amount that should have been paid, the Licensee shall reimburse NRC’s cost
      of the audit which becomes a debt due immediately to NRC, along with a
      debt of the shortfall in royalties and share of Other Revenue with
      interest from the date on which the payments should have been
      made.  If the Licensee presents obstacles to the audit, such
      that a Chartered Accountant makes an affidavit that the audit is
      impossible or impractical, the Licensee shall be deemed by this clause to
      have agreed that NRC may estimate a fair value of the royalties and share
      of Other Revenue payable, based on the best information available, and the
      Licensee shall pay that amount to NRC immediately together with interest
      from the date on which the payments should have been
  made.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.16  

            	
              Licensee’s
      Audits:  At its option, NRC shall be entitled to an audit
      of Other Revenue and of the Sales Revenue from the Sale of Products and
      Services as part of the Licensee’s regular audit, at no cost to
      NRC.  When NRC gives reasonable advance notice of requiring that
      audit, the Licensee will provide NRC with an audited statement prepared by
      an external auditor that will verify Other Revenue and the Sales Revenue
      derived from the Sales of Products and Services in any year for which an
      audit has not been completed at the time NRC gives notice.  If
      the audit reveals a shortfall in what was paid to NRC, the Licensee shall
      pay the shortfall amount to NRC immediately, with interest from the date
      on which the payments should have been made.  If the audit
      reveals that payments made by the Licensee are not less than eight-tenths
      (80%) of the amount that should have been paid, NRC shall reimburse the
      Licensee for any incremental costs of the additional part of the
      audit.

            


    

     

    
      	
              3.17  

            	
              Continuing
      Rights:  The rights granted in the preceding three (3)
      paragraphs shall survive the termination of this Agreement for a period of
      three (3) years.

            


    

     

    
      	
              3.18  

            	
              Allocation To
      Technology:  If requested, the Licensee shall cooperate
      with NRC in providing information about a reasonable allocation of the
      Licensee’s Sales Revenue and Other Revenue, and therefore of royalties,
      amongst the various elements of the Products or Services, which is
      information that NRC requires for allocating shares of royalties amongst
      the creators pursuant to NRC’s Awards
Policy.

            


    

     

    
      	
              4.0  

            	
              INTELLECTUAL
      PROPERTY

            


    

     

    
      	
              4.1  

            	
              Patenting
      Responsibility:  NRC shall bear the responsibility and
      pay the cost to obtain and maintain Patents in the countries that NRC
      chooses to file an application directly or through the national phase of a
      PCT application.  NRC shall use reasonable efforts to obtain
      those Patents and shall not allow those Patents to lapse for failure to
      comply with maintenance obligations.  If applications (including
      the national phase of a PCT application) could be filed in countries,
      which NRC has not chosen, they may be requested by the Licensee and shall
      be filed by NRC if the Licensee bears all expenses including without
      limitation the cost of maintaining those
  Patents.

            


    

     

    
      	
              4.2  

            	
              Sharing Patent
      Costs:  The Licensee shall reimburse NRC, promptly on the
      receipt of an invoice for twenty five per cent (25%) of NRC’s internal
      costs (to the extent reasonable) and disbursements related to obtaining
      and maintaining the Patents.  This includes costs and
      disbursements incurred before this Agreement was in
  effect.

            


    

     

    
      	
              5.0  

            	
              TECHNICAL
      ASSISTANCE

            


    

     

    
      	
              5.1  

            	
              No
      Assistance:  NRC is not obliged to provide the Licensee
      with technical assistance relating to the NRC Technology or the
      Product.  NRC may, at its sole discretion, supply technical
      assistance under separate contracts, in accordance with NRC’s customary
      terms and standard rates.

            


    

     

    
      	
              5.2  

            	
              NRC’s
      Improvements:  In the event that NRC produces additions
      or changes to the NRC Technology or to the Foreground Technology, which by
      their nature could not be used without some use of the NRC Technology or
      the Foreground Technology, NRC shall inform the Licensee and, the
      additions or changes shall be regarded as part of the NRC Technology or
      the Foreground Technology for all purposes of this
    Agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              5.3  

            	
              Licensee’s Improvements or
      Additions:  In the event that the Licensee produces
      additions or changes to the NRC Technology or the Foreground Technology,
      which by their nature could not be made or used without some use of the
      NRC Technology or the Foreground Technology, the Licensee shall provide
      NRC, within ninety (90) days from the time the additions or changes have
      been made, with all available technical information concerning them,
      including source code if software is involved, and shall be deemed to
      license NRC to use them for NRC’s Internal Research Purposes at no cost to
      NRC.

            


    

     

    
      	
              5.4  

            	
              Grant
      Back:  Upon Termination of this Agreement, the Licensee
      shall be deemed to have granted to NRC, and shall execute any documents
      reasonably required by NRC as additional evidence of this, a
      non-exclusive, unconditional, irrevocable, perpetual royalty- free
      licence, including the right to sub-license, to make, use or sell articles
      incorporating any additions and changes made by the Licensee which were
      required by the preceding paragraph to be reported to NRC, whether
      patentable or unpatentable, without any obligation to account to the
      Licensee.

            


    

     

    
      	
              6.0  

            	
              CONFIDENTIALITY

            


    

     

    
      	
              6.1  

            	
              What
      is Confidential:  The NRC Technology and the Foreground
      Technology are confidential to NRC except for published elements and
      elements which NRC states in writing to be not confidential. Software
      source code is confidential to NRC.  The Licensee’s derivative
      software is confidential to the Licensee, unless the Licensee states
      otherwise in writing. Any documents of either party, marked
      ‘Confidential”, “Protected’’, “Proprietary”, or similar words, are
      confidential to that party.

            


    

     

    
      	
              6.2  

            	
              Obligations of
      Confidentiality:  Except to the extent expressly
      authorized in this Agreement, each party shall, until five years after the
      expiration date defined in paragraph 11.1, protect the other party’s
      confidential information with some degree of care as it uses to protect
      its own confidential information, but not less than a reasonable degree of
      care, and shall not use such information for purposes other than those
      contemplated by this Agreement.  Disclosure of information by a
      receiving party is permitted to the extent that it can be proved to
      be:

            


    

    
      	
              (a)  

            	
              independently
      developed by the receiving party without reference to or use of the
      confidential information of the other
party;

            


    

    
      	
              (b)  

            	
              received
      from the third party without breach of any obligation of
      confidentiality;

            


    

    
      	
              (c)  

            	
              in
      the public domain at the time of its disclosure or that later becomes
      publicly available without breach of this
  Agreement;

            


    

    
      	
              (d)  

            	
              required
      to be disclosed by law, including in the case of NRC, the Access to Information Act,
      provided that the receiving first provides the disclosing party
      with notice of such requirements and of its intent to disclose the
      information; or

            


    

    
      	
              (e)  

            	
              required
      in order to comply with applicable rules and regulations of any stock
      exchange on which the Licensee’s shares are
  listed.

            


    

     

    
      	
              6.3  

            	
              If Confidentiality
      Lost:  This Agreement remains in effect regardless of any
      loss of confidentiality of the NRC Technology or the Foreground Technology
      at any time for
      any reason, although each party retains the right to terminate this
      Agreement for a breach by the other
party.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              7.0  

            	
              DILIGENT
      EXPLOITATION

            


    

     

    
      	
              7.1  

            	
              Requiring
      Diligence:  The licence granted by this Agreement is
      conditional upon diligent exploitation of the rights granted to the
      Licensee, in a manner likely to satisfy the demand for the Products and
      Services in relation to all reasonable applications, and to adequately
      serve the Licensee’s customers, throughout the Territory.  If
      NRC suspects a lack of diligence, NRC will give written notice to the
      Licensee, inviting the Licensee to explain to the satisfaction of NRC, in
      writing within six (6) months, why the level of exploitation should be
      considered satisfactory. Diligence will be judged without regard to
      royalties or minimum royalties paid.  NRC reserves the right to
      find a lack of diligence after the six-months’ notice and after having
      studied any response made by the Licensee, and this decision shall be
      conclusive, subject only to the dispute resolution provisions of this
      Agreement.

            


    

     

    
      	
              7.2  

            	
              Consequences of Lack of
      Diligence:  On a country-by-country basis, or in all
      countries at the same time, when NRC finds a lack of diligence in
      accordance with the preceding paragraph, NRC has the right
    to:

            


    

    
      	
              (a)  

            	
              convert
      any exclusivity to non-exclusivity in a
country,

            


    

    
      	
              (b)  

            	
              terminate
      the licence entirely in respect of a country,
or

            


    

    
      	
              (c)  

            	
              modify
      the field of use.

            


    

     

    NRC shall
not exercise those rights before six (6) years or the date of entry into Phase 1
clinical trials in humans as formally evidenced by a national regulatory
authority having jurisdiction on such matters, but NRC’s demand for
justification can be made earlier.

     

    
      	
              7.3  

            	
              Multiple
      Occurrences:  The procedure for challenging diligence,
      and the consequences, may be invoked more than
  once.

            


    

     

    
      	
              8.0  

            	
              USE OF NRC’S
      NAME

            


    

     

    
      	
              8.1  

            	
              Control of
      Use:  NRC reserves the right, in its sole discretion, to
      control any unauthorized use of its name and may notify the Licensee that
      it must immediately cease using the name, including any abbreviations,
      words, or images that imply an association with NRC.  Upon
      receipt of such notification, the Licensee must use its best efforts to
      withdraw from circulation any written material that represents an
      unauthorized use.

            


    

     

    
      	
              8.2  

            	
              Authorized
      Use:  Notwithstanding any other provision of this
      Agreement, NRC hereby authorizes the Licensee, and the Licensee agrees to
      take all reasonable opportunities, such as in sales literature or press
      releases, to acknowledge NRC as the source of the NRC Technology, but not
      so as to imply, in any such acknowledgment, that NRC endorses or approves
      any Product or Service offered for Sale by the
  Licensee.

            


    

     

    
      	
              9.0  

            	
              WARRANTIFS,
      DISCLAIMERS AND INDEMNITIES

            


    

     

    
      	
              9.1  

            	
              Warranty of Licensing
      Rights:  NRC warrants that it has not previously granted
      any rights that would conflict with the rights granted by this
      Agreement.  NRC warrants that it is either the owner or the
      licensee (with power to sub-license) of Patents licensed by this
      Agreement.

            


    

     

    
      	
              9.2  

            	
              No Implied
      Warranties:  Except for representations, warranties or
      conditions expressly made in this Agreement, the NRC Technology and the
      Foreground Technology are supplied and licensed on an as is” basis, and
      there are no representations, warranties or conditions, express or implied
      by statute, including without limitation any with respect
    to:

            


    

    
       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

                      
(a)  market
readiness, merchantability, or fitness for any use or
purpose;

    

    
      	
              (b)  

            	
              operational
      state, character, quality, or freedom from
  defects;

            


    

    
      	
              (c)  

            	
              non-infringement
      of rights of third parties under present or future
  patents.

            


    

     

    
      	
              9.3  

            	
              No Contestation of
      Validity:  The Licensee acknowledges the validity of the
      Patents and copyright licensed hereunder and agrees not to contest such
      validity during the life of this Agreement, either directly or indirectly
      by assisting other parties.  This clause is not operational
      under U.S. law.

            


    

     

    
      	
              9.4  

            	
              Limited
      Damages:  NRC shall not be liable, in any event, for
      consequential or incidental damages, or loss of income, arising from the
      possession or use of anything licensed or conveyed pursuant to this
      Agreement.

            


    

     

    
      	
              9.5  

            	
              Indemnity:  NRC
      rejects all liability and responsibility relating to the consequences of
      using the Products or providing Services.  The Licensee shall
      indemnify and save harmless NRC, its employees and agents from and
      against, and be responsible for:

            


    

    
      	
              (a)  

            	
              all
      claims, demands, losses, damages, costs including solicitor and client
      costs, actions, suits or proceedings brought by any third party, that are
      in any manner based upon, arising out of, related to, occasioned by, or
      attributable to:

            


    

    
      	
              (b)  

            	
              the
      manufacturing, distribution, shipment, offering for Sale, Sale, or use of
      Products, Services or the Foreground Technology;
  and

            


    

    
      	
              (c)  

            	
              product
      liability and infringement of intellectual property rights other than
      copyright;

            


    

    
      	
              (d)  

            	
              other
      costs, including extra-judicial costs, of NRC defending any such action or
      proceeding, which NRC shall have the right to defend with counsel of its
      choice.

            


    

     

    This
clause shall survive expiration or termination of this Agreement.

     

    
      	
              10.0  

            	
              INFRINGFMENT
      LITIGATION

            


    

     

    
      	
              10.1  

            	
              Initial
      Consultation:  If the Licensee receives or become aware
      of any claim or assertion by a third party that any activities by the
      Licensee under this Agreement constitute an infringement or other
      violation of a third party’s patents or other intellectual property, the
      Licensee shall notify NRC and shall provide NRC with all details relating
      to the allegation.  The parties shall promptly enter into
      discussions with the third party to determine the extent and validity of
      the infringement and the parties mutually agreed course of action. Each
      party will absorb its own costs of the
  discussions.

            


    

     

    
      	
              10.2  

            	
              Negotiation:  The
      parties may negotiate with a third party to obtain any additional rights
      required, such as may arise if a third party’s patent
      emerges.  Each party will absorb its own costs of
      negotiation.  If those additional rights require payment, the
      parties will negotiate for a reduction in royalties payable to NRC, and
      failing agreement within sixty (60) days, either party may invoke the
      arbitration procedure in this Agreement to settle the amount of the
      reduction of the royalty.

            


    

     

    
      	
              10.3  

            	
              Legal
      Action:  The parties may agree to jointly defend or
      pursue litigation, but neither party shall bind or commit the other party
      to any course of action which involves liability for legal costs, expenses
      or damages.  If the parties fail to agree, within a reasonable
      time having regard to the normal progress of litigation, as to any course
      of action which might be jointly taken, either party may take or defend
      proceedings alone, if legally entitled to act alone, and shall be entitled
      to retain any amount awarded to it by a court, or paid to it as a
      settlement by the third party, and the excess of that amount over costs
      

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    reasonably incurred by both parties for the settlement or
litigation, shall be regarded as Sales Revenue of a sub-licensee for the purpose
of calculating royalties.  If one party wishes to act alone but
formalities require participation of the other party, the other party shall join
in the proceeding to the extent necessary for formalities.  Each party
will cooperate with the other in making available all necessary documents and
witnesses for any legal proceeding, without fees.  A party proceeding
alone (or with one party as a formality) shall indemnify the other party for
reasonable legal costs for representation that is reasonably necessary, and for
any court-ordered payments.

     

    
      	
              10.4  

            	
              Damages for
      Infringement:  If the parties (and not with one party
      participating only as a formality) have jointly pursued an infringer by
      litigation and the Licensee obtains money from the infringer as a
      settlement or by court order, the excess of that money above the
      Licensee’s costs that were reasonably incurred for the settlement or
      litigation, shall be regarded as Other Revenue in relation to a
      sub-licence.

            


    

     

     

    
      	
              11.0  

            	
              DURATION AND
      TERMINATION

            


    

     

    
      	
              11.1  

            	
              Expiration:  This
      Agreement shall become effective when it has been signed by both parties.
      Unless terminated earlier, this Agreement shall terminate when the last
      patent right related to the Foreground Technology expires, on a
      country-by-country basis.

            


    

     

    
      	
              11.2  

            	
              Termination by Either Party for
      Default or Breach:  In the event that one party defaults
      or breaches any of the provisions of this agreement, the other party shall
      have the right to terminate this Agreement by giving written notice to the
      defaulting party, but this act shall not prejudice the right of NRC to
      recover any fee due at the time of such termination and shall not
      prejudice any cause of action or claim of NRC accrued or to accrue on
      account of any breach or default by the Licensee.  However, if
      the defaulting party cures the breach within sixty (60) days after the
      notice is given, this Agreement shall continue in full force and
      effect.

            


    

     

    
      	
              11.3  

            	
              Termination by
      NRC:  This Agreement, at the option of NRC, may be
      terminated forthwith by NRC if the Licensee becomes bankrupt, or
      insolvent, or has a receiver appointed to continue its operations, or
      passes a resolution for winding up, or takes the benefit of any statute
      relating to bankrupt or insolvent debtors or the orderly payment of
      debts.

            


    

     

    
      	
              11.4  

            	
              Procedure on
      Termination:  Upon termination the Licensee
      shall:

            


    

    
      	
              (a)  

            	
              deliver
      a detailed statement to NRC of the inventory of all Products then existing
      and not Sold by the Licensee as at that
date;

            


    

    
      	
              (b)  

            	
              retain
      the right to Sell Products then existing and shall pay royalties (but not
      MAR) to NRC as Products are Sold for a period of one year provided that
      any remaining inventory of Products shall be destroyed by the License at
      the end of that year;

            


    

    
      	
              (c)  

            	
              retain
      the right to deliver Services for which a contractual commitment has been
      made before the Termination, for a period of one year, subject to the
      continued obligation to pay Royalties on the Sales Revenue for those
      services; and

            


    

    
      	
              (d)  

            	
              cease
      any other use of the NRC Technology and the Foreground Technology unless
      the NRC Technology and the Foreground Technology, in total, has then
      become part of the public domain other than through any act or omission
      of the
      Licensee.

            


    

     

    
      	
              11.5  

            	
              Accrued
      Obligations:  Termination does not release a party from
      any obligations, which accrued while this Agreement was in force or upon
      its termination.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              12.0  

            	
              LAW AND
      DISPUTES

            


    

     

    
      	
              12.1  

            	
              Choice of
      Law:  This Agreement shall be interpreted according to
      the laws of the Province of Ontario and the laws of Canada in force
      there.

            


    

     

    
      	
              12.2  

            	
              Courts:  Any
      litigation concerning this Agreement, including litigation arising from
      arbitration, shall be brought only in a court which has ordinary
      jurisdiction over the defendant on the basis of residence, and the
      residence of NRC for this purpose shall be regarded as the location of the
      Institute.

            


    

     

    
      	
              12.3  

            	
              Dispute
      Resolution:  Both parties will use reasonable efforts to
      reach an amicable negotiated settlement of any dispute concerning the
      interpretation or operation of this Agreement.  Disputes
      concerning this Agreement shall not be litigated.  If
      negotiation fails to resolve a dispute within sixty (60) days, either
      party can require non-binding mediation, whereupon the parties shall
      jointly appoint one impartial expert mediator to mediate according to
      mutually agreed procedures.  If a party refuses to effectively
      participate in mediation, or if mediation continues for more than sixty
      (60) days, either party can require binding arbitration under the Commercial Arbitration Act
      of Canada, whereupon the parties shall attempt to jointly appoint
      one impartial expert arbitrator.  If the parties cannot agree
      within thirty (30) days on the choice of an arbitrator, each party shall
      appoint its own arbitrator and those arbitrators shall jointly appoint a
      chairperson of an arbitral tribunal.  An arbitral award shall
      not include punitive damages, or interim measures.  Each party
      shall pay its own costs and an equal share of all other costs of mediation
      and arbitration, except for the exceptional circumstance in which an
      arbitral award may require the payment of all costs by a party who has
      brought a plainly frivolous dispute.  Unless otherwise agreed by
      the parties when the occasion arises, mediation and arbitration shall be
      held in the city where the Institute is located.  This provision
      survives the Termination of this
Agreement.

            


    

     

    
      	
              13.0  

            	
              GENERAL TERMS AND
      CONDITIONS

            


    

     

    
      	
              13.1  

            	
              Entire
      Agreement:  This Agreement represents the entire
      understanding between the parties as of the effective date hereof, and
      supersedes all prior communications, negotiations and agreements, written
      or oral, concerning the NRC Technology and the Foreground
      Technology.

            


    

     

    
      	
              13.2  

            	
              Limits of
      Agreement:  For greater certainty, the parties agree that
      this is not an assignment of ownership of copyright or of patent rights,
      but merely a licence.  This Agreement shall not be construed as
      creating the relationship of principal and agent, employer and employee,
      partnership, or joint venture.

            


    

     

    
      	
              13.3  

            	
              Amendments: This
      Agreement may only be amended by an agreement in writing, signed by the
      parties, expressly referring to this
Agreement.

            


    

     

    
      	
              13.4  

            	
              Severance:  If
      any provision in this Agreement is found, by a court or arbitration, to be
      wholly or partly invalid, illegal or unenforceable in any respect, the
      remainder of this Agreement shall remain enforceable and this Agreement
      shall be construed as if that provision had never existed.  The
      request to initial each page is not a condition of this
      Agreement.

            


    

     

    
      	
              13.5  

            	
              Waiver:  Failure
      by either party to assert rights arising from any breach or default of
      this Agreement, or acceptance of payments, shall not be regarded as a
      waiver of rights.  No failure to assert rights, no waiver, and
      no toleration implies any continuing or future waiver of
      rights.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              13.6  

            	
              Assignment:  This
      Agreement is personal to the parties, so that neither its assignment, nor
      its assumption by a corporation formed by amalgamation with a party is
      valid without the other party’s written
consent.

            


    

     

    
      	
              13.7  

            	
              Force
      Majeure:  Neither party shall be responsible or liable to
      the other for failure or delay in the performance of this Agreement due to
      war, fire, accident or other casualty, labour disturbance, act of the
      public enemy, act of God, or any other contingency beyond that party’s
      reasonable control.  In the event of applicability of this
      paragraph, the party affected by such force majeure shall use its best
      efforts to eliminate, cure and overcome any such causes and resume
      performance of its obligations as soon as
  possible.

            


    

     

    
      	
              13.8  

            	
              Notices:  Any
      notice contemplated by this Agreement, unless a different address is
      subsequently notified by one Party to the other in writing, must be sent
      to the address stated at the beginning of this Agreement where the Parties
      are identified, by:

            


    

    
      	
              (a)  

            	
              registered
      mail, and then it is deemed to be an effective notice five (5) days after
      it is sent,

            


    

    
      	
              (b)  

            	
              courier,
      and then it is an effective notice only when acknowledged by an official
      receipt, or

            


    

    
      	
              (c)  

            	
              by
      personal delivery to the office of the chief executive officer of the
      Party, and then it is an effective notice only when acknowledged by a
      signature of either that person or a person with apparent authority to
      receive messages.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    
      	
              SIGNED by the Licensee
      in duplicate at              
      Aurora,
      Canada               ,
      Canada:

            
	 
      	
              HELIX
      BIOPHARMA CORPORATION

            
	
              Date       April 27,
      2005         
                                                 

            	
              Per:  /s/ Donald
      Segal                                                                     

            
	 
	
                                           Name and title: Donald
      Segal, President

            
	 
	 
	
              SIGNED by NRC in
      duplicate at Ottawa, Canada:

            
	 
      	
              NATIONAL
      RESEARCH COUNCIL OF CANADA

            
	
              Date       April 28,
      2005          
                                                 

            	
              Per: /s/ Dr. Gabrielle
      Adams                                                                     

            
	 
	
                                                 Name and title: Dr.
      Gabrielle Adams

                                                   
      Director General NRC-Institute for Biological
  Sciences