(c) **Equity Terms**. During the Executive’s Employment, at the discretion of the Committee, theExecutive shall be entitled to participate in the Company’s equity compensation plans, as ineffect from time to time, and the Executive shall be eligible to receive grants of Company equity(“Compensatory Equity”), as determined by the Committee, in its discretion from time to time.(d) **Employee Benefits**. During the Executive’s Employment, the Executive will be entitled toparticipate in the employee benefit plans of general applicability to other employees of theEmployer, as in effect from time to time, including, without limitation, the Employer’s groupmedical, dental, vision, disability, life insurance, director and officer liability insurance andflexible-spending account plans. The Employer reserves the right to cancel or change the benefitplans and programs it offers to its employees at any time; provided that the Employer agrees tomaintain benefit plans and programs that are no less beneficial in the aggregate than the benefitplans and programs of general applicability to employees of the Company, as in effect from time totime.(e) **“Service” Definition**. For purposes of Section 3(b) of this Agreement, “Service” shallmean service by the Executive as an employee and/or consultant of the Employer (or any subsidiaryor parent or affiliated entity of the Employer) and service by the Executive as an officer of theCompany.3. **Vacation and Indemnification.**(a) **Vacation**. The Executive will be eligible for paid vacation in accordance with theEmployer’s vacation policy. Under the Employer’s current vacation policy, the Executive iseligible for twenty (20) days per year of paid vacation. Unused vacation may not be carried overfor more then twelve months after the completion of each fiscal year.(b) **Indemnification**. The Company and the Employer shall indemnify the Executive to themaximum extent permitted by applicable law and the Company’s certificate of incorporation andbylaws with respect to the Executive’s Service. During the Executive’s Employment, the Companyshall maintain officers’ liability insurance for the Executive’s benefit on terms and conditionsno less favorable than the terms and conditions generally applicable to the Company’s other seniorexecutive officers. The Employer’s and the Company’s obligations under this Section 3(b) shallsurvive termination of the Executive’s Service and also termination or expiration of thisAgreement.4. **Business Expenses.**During his Employment, the Executive shall be authorized to incur necessary and reasonabletravel, entertainment and other business expenses in connection with his dutieshereunder. The Employer shall promptly reimburse the Executive for such expenses uponpresentation of appropriate supporting documentation, all in accordance with the Company’sgenerally applicable policies.
 
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5. **Term of Employment.**(a) **Termination of Employment**. Subject to the terms and conditions described below, theEmployer may terminate the Executive’s Employment with or without Cause (as defined below), bygiving the Executive one (1) month advance notice in writing. The Executive may terminate hisEmployment by giving the Employer one (1) month advance notice in writing. The Executive’sEmployment shall terminate automatically in the event of his death.(b) **Rights Upon Termination**. Upon the termination of the Executive’s Employment for anyreason (including death or Disability (as defined below)), the Executive shall be entitled to thecompensation, benefits and reimbursements described in this Agreement through the effective dateof the termination (the “Termination Date”), and the Employer shall make the following payments tothe Executive (or his beneficiary) within 10 business days following the Termination Date: (i)all unpaid salary and unpaid vacation accrued through the Termination Date, (ii) any accrued,unpaid bonuses (provided that any such bonus has been awarded by the Board or the Committee, inaccordance with the terms of any applicable plan, has been earned by the Executive and is notsubject to any vesting or other similar requirement) for any fiscal year of the Company endedprior to the Termination Date and (iii) any unreimbursed business expenses. The Executive mayalso be eligible for other post-Employment payments and benefits as provided in this Agreement orpursuant to other agreements (other than the Prior Agreements) or plans with the Employer or theCompany. Upon the Termination Date, the Executive shall have no further rights to receivecompensation or benefits from the Employer or the Company except as set forth in Section 6 andpursuant to the terms of any benefit plans (including without limitation any equity compensationplans) of the Employer or the Company in which the Executive is a participant.6. **Termination Benefits.**(a) **Severance Pay**. If there is an Involuntary Termination (as defined below) of theExecutive’s Employment, then, subject to the Executive’s execution, delivery and non-revocation ofa Release (defined below) within the time period described below, following the Executive’sTermination Date, the Employer shall pay the Executive a single lump sum of cash in an amountequal to the sum of nine (9) months (the “Severance Period”) of the Executive’s then annual BaseCompensation (not giving effect to any reduction in Base Compensation made in connection with suchInvoluntary Termination or giving rise to Good Reason). The cash lump sum amount payable underthis Section 6(a) shall be made to the Executive on the first payroll date in the month followingthe month containing the Release Deadline. The Executive shall also receive the benefits providedin Sections 6(b) and 6(c), and all such payments and benefits shall not be subject to mitigationor offset (except as specified in Section 6(b)). In order to be entitled to receive the severancedescribed in this Section 6(a) (including the benefits provided in Sections 6(b), 6(c) and, ifapplicable, 6(d)), the Executive must execute, deliver and not revoke the Release withinforty-five (45) calendar days followingthe Executive’s Termination Date (the date that is forty-five (45) calendar days followingthe Executive’s Termination Date is the “Release Deadline”). The Employer shall furnish theRelease to the Executive on the date of his Involuntary Termination. The “Release” shall be ageneral release of all litigation and other claims against the Employer, and Company and allaffiliates by the Executive and on Executive’s behalf in a form satisfactory to the Employer.
 
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(b) **Health Insurance**. If the Executive is entitled to receive the severance payment inSection 6(a), then, to the extent that such benefit plans permit, the Executive shall receivecontinued entitlement under all of the Employer’s group medical, dental and insurance plans,excluding short and long term disability plans and pension plans, to which the Executive and hisfamily are entitled at the Termination Date; such continuation of benefit entitlement shall be fora period equal to the Severance Period or until the date the Executive becomes employed elsewherewherein comparable benefits are provided, whichever date comes first. To the extent thecontinuance of a benefit plan, excluding short and long term disability plans and pension plans,is not permitted, the Employer shall pay to the Executive, no later than thirty (30) days afterthe Termination Date, an amount equal to the sum the Executive would be required to pay to receivecomparable benefits for a period equal to the Severance Period (upon timely receipt of invoicesreflecting the cost of premiums for such comparable benefits).(c) **Equity Vesting**. Notwithstanding the terms of any equity compensation plan of the Companyor any agreement in connection with a grant of Compensatory Equity, if the Executive is entitledto receive the payments in Section 6(a), then the time-based vesting restrictions (if any) shallimmediately lapse on an additional number of shares of Company common stock under all of theExecutive’s outstanding Compensatory Equity that is equal to the number of shares that would havetime-vested if the Executive had continued in employment for the number of additional monthsfollowing the Termination Date that is equal to the number of months in the Severance Period. TheExecutive shall be entitled to exercise any of his Compensatory Equity to the extent vestedpursuant to this Section 6(c) or otherwise for such period as set forth in the terms of thatCompensatory Equity.(d) **Effect of Change in Control**. If the Company is subject to a Change in Control (asdefined below) and there is an Involuntary Termination of the Executive’s Employment within theperiod beginning three (3) months before and ending twelve (12) months after a Change in Control(or more than three (3) months prior to a Change in Control but in connection with a Change inControl), then following the Executive’s Termination Date, the Executive will be entitled to allbenefits described in Sections 6(a), 6(b) and 6(c) of this Agreement subject to the same terms andconditions and payment dates described above, except that (x) the cash payment amount underSection 6(a) shall be an amount equal to the sum of twelve (12) months of the Executive’s thenannual Base Compensation (not giving effect to any reduction in Base Compensation made inconnection with such Involuntary Termination or giving rise to Good Reason), plus an amount equalto the sum of twelve (12) months of the Executive’s average monthly Bonus earnings, where suchaverage is calculated over the twenty-four (24) month period immediately preceding the Executive’sTermination Date and based on the Executive’s Bonus paid in such 24 month period, (y) theExecutive’s Severance Period under Section 6(b) shall equal twelve (12) months and (z)notwithstanding the terms of any equity compensation plan of the Company or any agreement inconnection with a grant of Compensatory Equity, all vesting restrictions (if any) shallimmediately lapseon all of the Executive’s Compensatory Equity effective as of the Termination Date. Forpurposes of the preceding sentence, an Involuntary Termination shall be deemed to be in connectionwith a Change in Control if such termination (i) is required by the merger agreement, purchaseagreement or other instrument relating to such Change in Control or (ii) is made at the expressrequest of the other party (or parties) to the transaction constituting such Change in Control.
 
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(e) “**Change in Control” Definition**. For purposes of this Agreement, “Change in Control” shallmean the occurrence of any of the following events:(i) the consummation of a merger or consolidation of the Company with or into anotherentity or any other corporate reorganization, if the Company’s stockholders immediatelyprior to such merger, consolidation or reorganization cease to directly or indirectly ownimmediately after such merger, consolidation or reorganization at least a majority of thecombined voting power of the continuing or surviving entity’s securities (or, if thecontinuing or surviving entity is a wholly owned subsidiary of another corporationimmediately following such merger or consolidation, the ultimate parent corporation of suchsurviving or resulting corporation) outstanding immediately after such merger, consolidationor other reorganization;(ii) the consummation of the sale, transfer or other disposition of all orsubstantially all of the Company’s assets (other than (1) to a corporation or other entityof which at least a majority of its combined voting power is owned directly or indirectly bythe Company, (2) to a corporation or other entity owned directly or indirectly by thestockholders of the Company in substantially the same proportions as their ownership of thecommon stock of the Company or (3) to a continuing or surviving entity described insubsection (i) in connection with a merger, consolidation or corporate reorganization whichdoes not result in a Change in Control under subsection (i));(iii) a change in the composition of the Board, as a result of which fewer thanone-half of the incumbent directors are directors who either (1) had been directors of theCompany on the date twenty-four (24) months prior to the date of the event that mayconstitute a Change in Control (the “original directors”) or (2) were elected, or nominatedfor election, to the Board with the affirmative votes of at least a majority of theaggregate of the original directors who were still in office at the time of the election ornomination and the directors whose election or nomination was previously so approved;
 
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(iv) the consummation of any transaction as a result of which any person becomes the“beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, asamended (the “Exchange Act”)), directly or indirectly, of securities of the Companyrepresenting at least thirty-five percent (35%) of the total voting power represented by theCompany’s then outstanding voting securities. For purposes of this subsection, the term“person” shall have the same meaning as when used in sections 13(d) and 14(d) of theExchange Act but shall exclude:(1) a trustee or other fiduciary holding securities under an employeebenefit plan of the Company or an affiliate of the Company;(2) a corporation or other entity owned directly or indirectly by thestockholders of the Company in substantially the same proportions as theirownership of the common stock of the Company;(3) the Company; and(4) a corporation or other entity of which at least a majority of itscombined voting power is owned directly or indirectly by the Company; or(v) a complete winding up, liquidation or dissolution of the Company.For purposes of this Section 6(e), a transaction shall not constitute a Change in Control ifits sole purpose is to change the state of the Company’s incorporation or to create a holdingcompany that will be owned in substantially the same proportions by the persons who held theCompany’s securities immediately before such transactions.(f) **“Cause” Definition**. For all purposes under this Agreement, “Cause” shall have themeaning of cause under the common law of British Columbia, including any of the followingcommitted by the Executive:(i) serious misconduct;(ii) habitual neglect of duty;(iii) incompetence;(iv) conduct incompatible with the Executive’s duties or prejudicial to the Company’sor Employer’s business; or(v) willful disobedience to the Employer’s orders in a matter of substance.With respect to an intended dismissal for Cause, the President shall provide the Executive onemonth’s notice of the intended dismissal and, at the same time, shall provide in writing thereasons for the intended dismissal for Cause. The Executive shall have the option, within that onemonth period, of providing a written response to the reasons. The Executive shall continue toreceive the compensation and benefits provided by this Agreement during the one-month period, butthe Employer may, at its option, relieve the Executive of any active duties during that period.Nothing in this subsection will deprive the Employer of relying on the doctrine of after-acquiredcause should it learn of other conduct amounting to Cause after the dismissal of the Executive.
 
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(g) **“Involuntary Termination” Definition**. For all purposes under this Agreement,“Involuntary Termination” shall mean any of the following: (i) termination of theExecutive’s Employment by the Employer without Cause; (ii) the Executive’s resignation ofEmployment for Good Reason; or (iii) termination of the Executive’s Employment by the Employer forDisability.(h) **“Good Reason” Definition**. For all purposes under this Agreement, “Good Reason” shallmean any of the following that occurs without the Executive’s prior written consent: (i) therelocation of the Executive’s primary work location by more than forty (40) miles from the currentlocation of the Company’s Canadian office in Vancouver, British Columbia; (ii) a materialreduction of the Executive’s Base Compensation or Executive’s employee benefits; (iii) anymaterial reduction or diminution of the Executive’s duties, authority or responsibilities; (iv)the Employer’s fundamental breach of this Agreement; or (v) the failure of any successor of theCompany to expressly in writing assume the Employer’s and the Company’s obligations under thisAgreement, in each case, provided that the Executive shall have provided the Employer with one (1)month advance written notice and an opportunity to cure such breach during such one-month period.(i) **“Disability” Definition**. For all purposes under this Agreement, “Disability” shall meanthe Executive’s incapacity due to physical or mental illness to perform his full-time duties withthe Company for a continuous period of three (3) months or an aggregate of six (6) months in anyeighteen (18) month period.(j) **No Further Obligations**. The Employer’s obligations described in Sections 5 and 6constitute its full obligations to the Executive in the event of a termination of employment andthe Employer shall have no further obligation to provide notice of dismissal, compensation orcompensation in lieu of notice other than as described in these sections.7. **Non-Solicitation, Non-Compete and Non-Disparagement.**(a) **Non-Solicitation**. During the period commencing on the date of this Agreement andcontinuing until the first anniversary of the Termination Date, the Executive shall not directlyor indirectly, personally or through others, solicit, recruit, or attempt to solicit or recruitany employee, agent, licensor, content provider, supplier, distributor, customer or partner of theCompany to curtail, cancel or terminate such employment, agency or business relationship that ithas with the Company or its affiliates.(b) **Non-Compete**. During the period commencing on the date of this Agreement and continuinguntil the first anniversary of the Termination Date, the Executive shall not directly orindirectly, personally or through others, own, manage, operate, control, participate in, performservices for, make any investment in, assist, or otherwise carry on, the Company business (suchbusiness, including the business of any subsidiary or parent or affiliated entity of the Company,is referred to herein as the “Company Business”) or any business that directly competes with theCompany Business (other than in the course of performing duties to the Company or any of itsaffiliates as an employee or other service provider). Notwithstanding the foregoing, nothingcontained in this Section 7(b) shall limit or otherwise affect the ability of Executive to own notmore than 1.0% of the outstanding capital stock of any entity that is engaged in a businesscompetitive with the Company Business,
 
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provided that such investment is a passive investment andthe Executive is not directly or indirectly involved in the management or operation of such business or otherwise providingconsulting services to such business. For purposes of this Agreement, Company Business shallinclude, but shall not be limited to the research and development of the Technology, as definedherein, and such other business plans as approved by the Board from time to time and which are ineffect on the Termination Date. As used herein, “Technology” means all ideas, concepts, businessand trade names, trademarks, know-how, trade secrets, inventions, improvements, devices, methods,processes and discoveries, whether patentable or not, and whether or not reduced to writing orother tangible form or to actual or constructive practice which either: (i) are part of thetechnology licensed to the Employer under the UBC Licenses, as defined herein, or (ii) areotherwise developed or acquired on behalf of or by the Company or any affilate of the Company,including but not limited to the technology licensed to the Company or any affiliate of theCompany by clients for work to be performed for such clients pursuant to research contracts. Asused herein, “UBC Licenses” means the licenses entered into by the University of British Columbiaand the Employer effective November 1, 2001, September 1, 2002 and April 5, 2005 which define theterms under which the Employer has acquired an exclusive license to certain technology. It isunderstood that the Employer has granted the Company a limited right to use certain technologylicensed under the UBC Licenses solely for the Company to perform work for the Employer.(c) **Confidential Information**. Except as required in the good faith opinion of the Executivein connection with the performance of the Executive’s duties hereunder or as specifically setforth in this Section 7(c), the Executive shall, in perpetuity, maintain in confidence and shallnot directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for hisbenefit or the benefit of any person, firm, corporation or other entity any confidential orproprietary information or trade secrets of or relating to the Company or any of its affiliates,including, without limitation, information with respect to the Company’s operations, processes,products, inventions, business practices, finances, principals, vendors, suppliers, customers,potential customers, marketing methods, costs, prices, contractual relationships, regulatorystatus, business plans, designs, marketing or other business strategies, compensation paid toemployees or other terms of employment, or deliver to any person, firm, corporation or otherentity any document, record, notebook, computer program or similar repository of or containing anysuch confidential or proprietary information or trade secrets. The Employer and the Executivestipulate and agree that as between them the foregoing matters are important, material andconfidential proprietary information and trade secrets and affect the successful conduct of thebusinesses of the Company (and any successor or assignee of the Company). Upon termination of theExecutive’s employment with the Employer for any reason, the Executive shall promptly deliver tothe Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs,plans, proposals, financial documents, or any other documents concerning the Company’s customers,business plans, designs, marketing or other business strategies, products or processes, providedthat the Executive may retain his rolodex, address book and similar information, whether or notthe Company specifically requests it.
 
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(d) **Non-Disparagement**. The Executive and the Employer mutually agree not to disparage ordefame, in writing or orally, the other party, and as applicable, its or his services, products,subsidiaries, parent entity and affiliates, and/or their respective directors, officers,employees, agents, family members, successors and assigns. This non-disparagementprovision shall not apply to statements made by non-management employees of the Company, solong as such statements did not originate from and were not induced or encouraged (directly orindirectly) by an officer, director or management employee of the Company. Notwithstanding theforegoing, nothing in this Section 7(d) shall limit the ability of the Employer, the Company orthe Executive, as applicable, to provide truthful testimony as required by law or any judicial oradministrative process.(e) **Remedies**. Without limiting the right of the Employer and the Company to pursue all otherlegal and equitable rights available to the Employer and the Company for violation of theprovisions of Section 7 of this Agreement by Executive, it is agreed that (a) other remediescannot fully compensate the Employer and the Company for such a violation, (b) such a violationwill cause the Employer and the Company irreparable harm which may not be adequately compensatedby money damages and (c) the Employer and the Company shall each be entitled to temporary,preliminary and permanent injunctive or other equitable relief, without proving actual damages orposting a bond therefore, to prevent a violation, continuing violation or threatened violation ofthe provisions of Section 7 of this Agreement.8. **Inventions and Patents.**(a) For purposes of this Agreement, “Inventions” includes, without limitation, information,inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, andwhether or not conceived or made during work hours. Executive agrees that all Inventionsconceived or made by Executive during the period of employment with Employer belong to theCompany, provided they grow out of Executive’s work with the Employer or the Company or arerelated in some manner to the Company Business, including, without limitation, research andproduct development, and projected business of the Company or its affiliated companies.Accordingly, Executive will:(i) Make adequate written records of such Inventions, which records will be theCompany’s property;(ii) Assign to the Company or its designee, at the Company’s request, any rightsExecutive may have to such Inventions for the U.S. and all foreign countries;(iii) Waive and agree not to assert any moral rights Executive may have or acquire inany Inventions and agree to provide written waivers from time to time as requested by theCompany; and(iv) Assist the Company (at the Company’s expense) in obtaining and maintaining patentsor copyright registrations with respect to such Inventions.(b) Executive understands and agrees that the Company or its designee will determine, in itssole and absolute discretion, whether an application for patent will be filed on any Inventionthat is the exclusive property of the Company, as set forth above, and whether such an applicationwill be abandoned prior to issuance of a patent. Employer will pay to Executive, either during orafter the term of this Agreement, the following amounts if Executive is sole inventor, orExecutive’s proportionate share if Executive is joint inventor: $750 upon filing of the initialapplication for patent on such Invention; and $1,500 uponissuance of a patent resulting from such initial patent application, provided Executive isnamed as an inventor in the patent.
 
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(c) Executive further agrees that Executive will promptly disclose in writing to the Companyduring the term of Executive’s employment and for one (1) year thereafter, all Inventions whetherdeveloped during the time of such employment or thereafter (whether or not the Company or theEmployer has rights in such Inventions) so that Executive’s rights and the Company’s or theEmployer’s rights, as applicable, in such Inventions can be determined. Except as set forth onthe initialed Exhibit A (List of Inventions) to this Agreement, if any, Executive represents andwarrants that Executive has no Inventions, software, writings or other works of authorship usefulto the Company in the normal course of the Company Business, which were conceived, made or writtenprior to the date of this Agreement and which are excluded from the operation of this Agreement.9. **Successors.**(a) **Employer’s Successors**. This Agreement shall be binding upon any successor (whetherdirect or indirect and whether by purchase, lease, merger, consolidation, liquidation orotherwise) to all or substantially all of the Employer’s business and/or assets. For all purposesunder this Agreement, the term “Employer” shall include any successor to the Employer’s businessand/or assets which becomes bound by this Agreement.(b) **Employee’s Successors**. This Agreement and all rights of the Executive hereunder shallinure to the benefit of, and be enforceable by, the Executive’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees and legatees.10. **Repayment Provisions.**If the Company is required to prepare an accounting restatement due to its materialnoncompliance, as a result of the Executive’s misconduct, with any financial reporting requirementunder United States securities laws, then, and only if Section 304 of the Sarbanes-Oxley Act of2002, or a successor provision, is then in effect, the Employer may require the Executive toreimburse the Company (or the Employer, as applicable) for (i) any bonus or other incentive-basedor equity-based compensation received by the Executive from the Company (or the Employer, asapplicable) during the 12-month period following the first public issuance or filing with theSecurities Exchange Commission (whichever first occurs) of the financial documents embodying suchfinancial reporting requirement and (ii) any profits realized from the sale of securities ofCompany during such 12-month period.
 
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11. **Miscellaneous Provisions.**(a) **Notice**. Notices and all other communications contemplated by this Agreement shall be inwriting and shall be deemed to have been duly given when personally delivered or when mailed byovernight courier, U.S. registered or certified mail, return receipt requested and postageprepaid. In the case of the Executive, mailed notices shall be addressed to his at the homeaddress that he most recently communicated to the Employer in writing. In the case of theEmployer, mailed notices shall be addressed to:       Attention: President  c/o: Suite 400 — 1001 West Broadway    Vancouver, British Columbia    CANADA, V6H 4B1    Telephone: 604-736-3678    Facsimile: 604-736-3687(b) **Modifications and Waivers**. No provision of this Agreement shall be modified, waived ordischarged unless the modification, waiver or discharge is agreed to in writing and signed by theExecutive and by an authorized officer of the Employer (other than the Executive). No waiver byeither party of any breach of, or of compliance with, any condition or provision of this Agreementby the other party shall be considered a waiver of any other condition or provision or of the samecondition or provision at another time.(c) **Whole Agreement**. Except for those agreements or plans referenced herein (includingwithout limitation any employee benefit plans of the Company in which the Executive is aparticipant in as of the Effective Date), this Agreement contains the entire understanding of theparties with respect to the subject matter hereof and supersedes any other agreements,representations or understandings (whether oral or written and whether express or implied) withrespect to the subject matter hereof. In the event of any conflict in terms between thisAgreement and any other agreement executed by and between the Executive and the Employer, theterms of this Agreement shall prevail and govern.(d) **Withholding Taxes**. All payments made under this Agreement shall be subject to reductionto reflect taxes or other charges required to be withheld by law.(e) **Reporting Requirements**. As the Executive is a Section 16 officer, the Company shallassist the Executive and facilitate the Executive’s compliance with applicable Section 16reporting requirements.(f) **Choice of Law**. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the Province of British Columbia (except theirprovisions governing the choice of law).(g) **Severability; Blue-Penciling**. The invalidity or unenforceability of any provision orprovisions of this Agreement shall not affect the validity or enforceability of any otherprovision hereof, which shall remain in full force and effect. Furthermore, it is the intent,agreement and understanding of each party hereto that if, in any action before any court or agencylegally empowered to enforce this Agreement, any term, restriction, covenant or promise in thisAgreement is found to be unreasonable and for that or any other reason unenforceable, then suchterm, restriction, covenant or promise shall be deemed modified to the minimum extent necessary tomake it enforceable by such court or agency; provided further that any such court or agency shallhave the power to modify such provision, to the extent necessary to make it enforceable (for themaximum duration and geographic scope permissible), and such provision as so modified shall beenforced,
 
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(h) **Assignment**. The Employer and the Company may assign their respective rights under thisAgreement to any entity that expressly in writing assumes the Employer’s and the Company’sobligations hereunder in connection with any sale or transfer of all or substantially all of theCompany’s assets to such entity.(i) **Counterparts**. This Agreement may be executed in two or more counterparts, each of whichshall be deemed an original, but all of which together shall constitute one and the sameinstrument.**Executive acknowledges that: (i) Executive understands that to the extent that Executive’sCompensatory Equity, or a portion of the income recognized in connection with Executive’sCompensatory Equity, is subject to taxation under U.S. federal income tax rules, adverse taxconsequences could apply; (ii) Executive has had adequate opportunity to obtain advice ofindependent tax counsel with respect to the tax treatment of Executive’s Compensatory Equity andall other compensation under this Agreement (including federal, state and provincial, asapplicable); and (iii) individuals who are neither U.S. citizens nor U.S. residents may be subjectto U.S. federal income tax in certain circumstances, for example, where the Executive performssufficient personal services in the U.S. such that the Executive has U.S. source income or incomeeffectively connected with a U.S. trade or business.**           **ONCOGENEX TECHNOLOGIES INC.**   **STEPHEN ANDERSON**             By: /s/ PAT BRADY Name: Pat Brady   Signed: /s/ STEPHEN ANDERSON     Its: Director                   **ONCOGENEX PHARMACEUTICALS, INC.**                   By: /s/ PAT BRADY Name: Pat Brady          Its: Director        
 
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