exv4w1






Exhibit 4.1




     Execution Version



REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of September
__, 2010 by and among Oncothyreon Inc., a Delaware corporation (the “Company”), and the several
purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).



     This Agreement is made pursuant to the Securities Purchase Agreement, dated September 23, 2010
between the Company and each Purchaser (the “Purchase Agreement”).



     NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the Company and each of the Purchasers agree as follows:



     1. Definitions. Capitalized terms used and not otherwise defined herein that are
defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the following meanings:



     “Advice” has the meaning set forth in Section 6(d).



     “Agreement” has the meaning set forth in the Preamble.



     “Company” has the meaning set forth in the Preamble.



     “Effective Date” means the date that the Registration Statement filed pursuant to Section
2(a) is first declared effective by the Commission.



     “Effectiveness Deadline” means, with respect to the Initial Registration Statement or the New
Registration Statement, the ninetieth (90th) calendar day following the Closing Date (or, in the
event the Commission reviews and has written comments to the Initial Registration Statement or the
New Registration Statement, the one hundred twentieth (120th) calendar day following the Closing
Date); provided, however, that if the Company is notified by the Commission that the Initial
Registration Statement or the New Registration Statement will not be reviewed or is no longer
subject to further review and comments, the Effectiveness Deadline as to such Registration
Statement shall be the fifth (5th) Trading Day following the date on which the Company is so
notified if such date precedes the dates otherwise required above; provided, further, that if the
Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for
business, the Effectiveness Deadline shall be extended to the next Business Day on which the
Commission is open for business.



     “Effectiveness Period” has the meaning set forth in Section 2(b).



     “Event” has the meaning set forth in Section 2(c).



     “Event Date” has the meaning set forth in Section 2(c).



 









 





     “Filing Deadline” means, with respect to the Initial Registration Statement required to be
filed pursuant to Section 2(a), the tenth (10th) calendar day following the Closing Date,
provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that the
Commission is closed for business, the Filing Deadline shall be extended to the next business day
on which the Commission is open for business.



     “FINRA” has the meaning set forth in Section 3(i).



     “Holder” or “Holders” means the holder or holders, as the case may be, from time to time of
Registrable Securities.



     “Indemnified Party” has the meaning set forth in Section 5(c).



     “Indemnifying Party” has the meaning set forth in Section 5(c).



     “Initial Registration Statement” has the meaning set forth in Section 2(a).



     “Liquidated Damages” has the meaning set forth in Section 2(c).



     “Losses” has the meaning set forth in Section 5(a).



     “New Registration Statement” has the meaning set forth in Section 2(a).



     “Proceeding” means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition), whether commenced or
threatened.



     “Prospectus” means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by a Registration Statement,
and all other amendments and supplements to the Prospectus, including post effective amendments,
and all material incorporated by reference or deemed to be incorporated by reference in such
Prospectus.



     “Purchase Agreement” has the meaning set forth in the Recitals.



     “Purchaser” or “Purchasers” has the meaning set forth in the Preamble.



     “Registrable Securities” means all of (i) the Shares, (ii) the Warrant Shares and (iii) any
securities issued or issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing, provided, that the Holder has
completed and delivered to the Company a Selling Stockholder Questionnaire and provided to the
Company any other information regarding the Holder and the distribution of the Registrable
Securities as the Company may, from time to time, reasonably require for inclusion in a
Registration Statement pursuant to



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applicable law; and provided, further, that with respect to a particular Holder, such Holder’s
Shares and Warrant Shares shall cease to be Registrable Securities upon the earliest to occur of
the following: (A) a sale pursuant to a Registration Statement or Rule 144 under the Securities Act
(in which case, only such security sold by the Holder shall cease to be a Registrable Security); or
(B) becoming eligible for resale by the Holder under Rule 144 without the requirement for the
Company to be in compliance with the current public information required thereunder and without
volume or manner-of-sale restrictions, pursuant to a written opinion letter to such effect,
addressed, delivered and acceptable to the Transfer Agent.




     “Registration Statements” means any one or more registration statements of the Company filed
under the Securities Act that covers the resale of any of the Registrable Securities pursuant to
the provisions of this Agreement (including without limitation the Initial Registration Statement,
the New Registration Statement and any Remainder Registration Statements), amendments and
supplements to such Registration Statements, including post-effective amendments, all exhibits and
all material incorporated by reference or deemed to be incorporated by reference in such
Registration Statements.



     “Remainder Registration Statement” has the meaning set forth in Section 2(a).



     “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



     “Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



     “SEC Guidance” means (i) any publicly-available written or oral guidance, comments,
requirements or requests of the Commission staff and (ii) the Securities Act.



     “Selling Stockholder Questionnaire” means a questionnaire in the form attached as Annex
B hereto, or such other form of questionnaire as may reasonably be adopted by the Company from
time to time.



     “Shares” means the shares of Common Stock issued or issuable to the Purchasers pursuant to the
Purchase Agreement.



     “Warrants” means the Warrants issued pursuant to the Purchase Agreement.



     “Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of the
Warrants.



     2. Registration.



          (a) On or prior to the Filing Deadline, the Company shall prepare and file with the Commission
a Registration Statement covering the resale of all of the Registrable Securities not






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already covered by an existing and effective Registration Statement for an offering to be made
on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of
the Registrable Securities, by such other means of distribution of Registrable Securities as the
Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration
Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the
Registrable Securities on Form S-3, in which case such registration shall be on such other form
available to register for resale the Registrable Securities as a secondary offering) subject to the
provisions of Section 2(e) and shall contain (except if otherwise required pursuant to
written comments received from the Commission upon a review of such Registration Statement) the
“Plan of Distribution” section attached hereto as Annex A (which may be modified to respond
to comments, if any, provided by the Commission or to reflect any non-material changes).
Notwithstanding the registration obligations set forth in this Section 2, if the Commission
informs the Company that all of the Registrable Securities cannot, as a result of the application
of Rule 415, be registered for resale as a secondary offering on a single registration statement,
the Company agrees to promptly (i) inform each of the holders thereof and use its commercially
reasonable efforts to file amendments to the Initial Registration Statement as required by the
Commission and/or (ii) withdraw the Initial Registration Statement and file a new registration
statement (a “New Registration Statement”), in either case covering the maximum number of
Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form
available to register for resale the Registrable Securities as a secondary offering.
Notwithstanding any other provision of this Agreement and subject to the payment of Liquidated
Damages in Section 2(c), if applicable, if the Commission or any SEC Guidance sets forth a
limitation of the number of Registrable Securities permitted to be registered on a particular
Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as
to its Registrable Securities, the number of Registrable Securities to be registered on such
Registration Statement will first be reduced by Registrable Securities represented by holders of
Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on
a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders) and
second by Registrable Securities represented by Shares (applied, in the case that some Shares may
be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares
held by such Holders, subject to a determination by the Commission that certain Holders must be
reduced first based on the number of Shares held by such Holders). If the Company amends the
Initial Registration Statement or files a New Registration Statement, as the case may be, under
clauses (i) or (ii) above, the Company will use its commercially reasonable efforts to file with
the Commission, as promptly as allowed by the Commission or SEC Guidance provided to the Company,
one or more registration statements on Form S-3 or such other form available to register for resale
those Registrable Securities that were not registered for resale on the Initial Registration
Statement, as amended, or the New Registration Statement (the “Remainder Registration Statements”).




          (b) The Company shall use its commercially reasonable efforts to cause each Registration
Statement to be declared effective by the Commission as soon as practicable and, with respect to
the Initial Registration Statement or the New Registration Statement, as applicable, no later than
the Effectiveness Deadline (including filing with the Commission a request for acceleration of
effectiveness in accordance with Rule 461 promulgated under the Securities Act), and shall use its
commercially reasonable efforts to keep each Registration Statement continuously






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effective under the Securities Act until the earliest of (i) such time as all of the
Registrable Securities covered by such Registration Statement have been sold by the Holders; (ii)
the date that all the Shares, the Warrant Shares and any securities issued or issuable upon any
stock split, dividend or other distribution, recapitalization or similar event with respect to the
foregoing cease to be Registrable Securities; and (iii) the second anniversary of the Closing Date
(provided, however, that such two-year period will be extended for a period of time equal to the
period any Purchaser is required to suspend sales of such Registrable Securities pursuant to the
terms of this Agreement) (the “Effectiveness Period”). The Company shall promptly notify the
Holders via facsimile or electronic mail of a “.pdf” format data file of the effectiveness of a
Registration Statement on the same Trading Day that the Company telephonically confirms
effectiveness with the Commission. The Company shall, by 9:30 A.M. New York City time on the
first Trading Day after the Effective Date, file a final Prospectus with the Commission, as
required by Rule 424(b). Failure to so notify the Holders on or before the second Trading Day
after such notification of effectiveness or failure to file a final Prospectus as aforesaid shall
be deemed an Event under Section 2(c).




          (c) Subject to the provisions of Sections 3(a), 3(h) and 3(i), if (i)
the Initial Registration Statement is not filed with the Commission on or prior to the Filing
Deadline, (ii) the Initial Registration Statement or the New Registration Statement, as applicable,
is not declared effective by the Commission (or otherwise does not become effective) for any reason
on or prior to the Effectiveness Deadline, (iii) after its Effective Date, (A) such Registration
Statement ceases for any reason (including without limitation by reason of a stop order, or the
Company’s failure to update the Registration Statement), to remain continuously effective as to all
Registrable Securities included in such Registration Statement or (B) the Holders are not permitted
to utilize the Prospectus therein to resell such Registrable Securities for any reason for more
than an aggregate of thirty (30) consecutive calendar days (or forty-five (45) consecutive calendar
days if the Company receives comments on its Annual Report on Form 10-K for the year ended December
31, 2010) or sixty (60) calendar days (which need not be consecutive days) during any twelve (12)
month period, or (iv) the Company fails to satisfy the current public information requirement
pursuant to Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to
sell Registrable Securities without restriction under Rule 144 (or any successor thereto), (any
such failure or breach in clauses (i) through (iv) above being referred to as an “Event,” and, for
purposes of clauses (i), (ii) or (iv), the date on which such Event occurs, or for purposes of
clause (iii), the date on which such thirty (30), forty-five (45) or sixty (60) calendar day period
is exceeded, being referred to as an “Event Date”), then, on each such Event Date and on each
monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by
such date) until the earlier of (1) the applicable Event is cured and (2) the Registrable
Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume
restrictions, the Company shall pay to each Holder an amount in cash, as liquidated damages and not
as a penalty (“Liquidated Damages”), equal to one percent (1.0%) of the aggregate purchase price
paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities
then held by such Holder (which remedy shall be exclusive of any other remedies available under
this Agreement or under applicable law). The parties agree that (1) notwithstanding anything to
the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with
respect to any period after the expiration of the Effectiveness Period (except in respect of an
Event described in Section 2(c)(iv) herein), (it being understood that this sentence shall
not relieve the Company of any Liquidated Damages accruing prior to the






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Effectiveness Deadline) and (2) in no event shall the Company be liable in any thirty (30) day
period for Liquidated Damages under this Agreement in excess of one percent (1.0%) of the aggregate
purchase price paid by the Holders pursuant to the Purchase Agreement, except in the case of a
payment made on an Event Date and the monthly anniversary of such Event Date. If the Company fails
to pay any Liquidated Damages pursuant to this Section 2(c) in full within ten (10)
Business Days after the date payable, the Company will pay simple interest thereon at a rate of
fifteen percent (15.0%) per year (or such lesser maximum amount that is permitted to be paid by
applicable law) to the Holder, accruing daily from the date such Liquidated Damages are due until
such amounts, plus all such interest thereon, are paid in full. The Liquidated Damages pursuant to
the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure
of an Event, except in the case of the first Event Date. The Company shall not be liable for
Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by
the Commission to be included in a Registration Statement due solely to SEC Guidance from the time
that it is determined that such Registrable Securities are not permitted to be registered until
such time as the provisions of this Agreement as to the Remainder Registration Statements required
to be filed hereunder are triggered, in which case the provisions of this Section 2(c)
shall once again apply, if applicable. In such case, the Liquidated Damages shall be calculated to
only apply to the percentage of Registrable Securities which are permitted in accordance with SEC
Guidance to be included in such Registration Statement. The Effectiveness Deadline for a
Registration Statement shall be extended without default or Liquidated Damages hereunder in the
event that the Company’s failure to obtain the effectiveness of the Registration Statement on a
timely basis results from the failure of a Purchaser to timely provide the Company with information
requested by the Company and necessary to complete the Registration Statement in accordance with
the requirements of the Securities Act (in which the Effectiveness Deadline would be extended with
respect to Registrable Securities held by such Purchaser).




          (d) Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire
not more than three (3) Trading Days following the date of this Agreement. At least five (5)
Trading Days prior to the first anticipated filing date of a Registration Statement for any
registration under this Agreement, the Company will notify each Holder of the information the
Company requires from that Holder other than the information contained in the Selling Stockholder
Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request
and, in any event, within three (3) Trading Days prior to the applicable anticipated filing date.
Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in
the Registration Statement or use the Prospectus for offers and resales of Registrable Securities
at any time, unless such Holder has returned to the Company a completed and signed Selling
Stockholder Questionnaire and a response to any reasonable requests for further information as
described in the previous sentence. If a Holder of Registrable Securities returns a Selling
Stockholder Questionnaire or a request for further information, in either case, after its
respective deadline, the Company shall use its commercially reasonable efforts to take such actions
as are required to name such Holder as a selling security holder in the Registration Statement or
any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore
included) in the Registration Statement the Registrable Securities identified in such late Selling
Stockholder Questionnaire or request for further information, provided, however, that the Company
shall not be obligated to file more than one post-effective amendment or supplement in any 60-day






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period following the date such Registration Statement is declared effective for the purpose of
naming Holders as selling securityholders who are not named in such Registration Statement at the
time of effectiveness. Each Holder acknowledges and agrees that the information in the Selling
Stockholder Questionnaire or request for further information as described in this Section
2(d) will be used by the Company in the preparation of the Registration Statement and hereby
consents to the inclusion of such information in the Registration Statement.




          (e) If Form S-3 is not available for the registration of the resale of Registrable Securities
hereunder, the Company shall (i) register the resale of the Registrable Securities on another
appropriate form and (ii) undertake to register the Registrable Securities on Form S-3 promptly
after such form is available, provided that the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a Registration Statement on Form S-3
covering the Registrable Securities has been declared effective by the Commission. The Holders
acknowledge that as of the Closing Date and at the time of the Filing Deadline the Company will not
be eligible to use a Form S-3 to register the resale of the Registrable Securities.




     3. Registration Procedures



     In connection with the Company’s registration obligations hereunder, the Company shall:



          (a) Not less than two (2) Trading Days prior to the filing of each Registration Statement and
not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or
supplement thereto (except for Annual Reports on Form 10-K (including portions of the Company’s
Proxy Statement for its Annual Meetings of Stockholders to the extent specifically incorporated by
reference into such Annual Reports on Form 10-K), Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and any similar or successor reports or any prospectus supplement the substance of
which is limited to any of the foregoing filings), (i) furnish to the Holder copies of such
Registration Statement, Prospectus or amendment or supplement thereto, as proposed to be filed,
which documents will be subject to the review of such Holder (it being acknowledged and agreed that
if a Holder does not object to or comment on the aforementioned documents within such two (2)
Trading Day or one (1) Trading Day period, as the case may be, then the Holder shall be deemed to
have consented to and approved the use of such documents) and (ii) use commercially reasonable
efforts to cause its officers and directors, counsel and independent registered public accountants
to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel
to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act.
The Company shall not file any Registration Statement or amendment or supplement thereto in a form
to which a Holder reasonably objects in good faith, provided that, the Company is notified of such
objection in writing within the two (2) Trading Day or one (1) Trading Day period described above,
as applicable, and for such period as the Company and such Holder are attempting in good faith to
resolve the objection of such Holder, any time period or deadline for purposes of Section
2(c) shall be extended for such period and no Liquidated Damages shall accrue or be payable for
such period.




          (b) (i) Prepare and file with the Commission such amendments (including post effective
amendments) and supplements, to each Registration Statement and the Prospectus used in






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connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the
related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to
the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424;
(iii) respond as promptly as reasonably practicable to any comments received from the Commission
with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably
possible, provide the Holders true and complete copies of all correspondence from and to the
Commission relating to such Registration Statement that pertains to the Holders as “Selling
Stockholders” but not any other comments or any comments that would result in the disclosure to the
Holders of material and non-public information concerning the Company; and (iv) comply with the
provisions of the Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by a Registration Statement during the Effectiveness Period (subject
to the terms of this Agreement) in accordance with the intended methods of disposition by the
Holders thereof as set forth in such Registration Statement as so amended or in such Prospectus as
so supplemented; provided, however, that each Purchaser shall be responsible for the delivery of
the Prospectus, if required, to the Persons to whom such Purchaser sells any of the Shares or the
Warrant Shares (including in accordance with Rule 172 under the Securities Act), and each Purchaser
agrees to dispose of Registrable Securities in compliance with the “Plan of Distribution” described
in the Registration Statement and otherwise in compliance with applicable federal and state
securities laws. In the case of amendments and supplements to a Registration Statement which are
required to be filed pursuant to this Agreement (including pursuant to this Section 3(b))
by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any analogous
report under the Exchange Act, the Company shall have incorporated such report by reference into
such Registration Statement, if applicable, or shall file such amendments or supplements with the
Commission on the same day on which the Exchange Act report which created the requirement for the
Company to amend or supplement such Registration Statement was filed.




          (c) Notify the Holders (which notice shall, pursuant to clauses (iii) through (vi) hereof, be
accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have
been made) as promptly as reasonably practicable (and, in the case of (i)(A) below, not less than
one (1) Trading Day prior to such filing): (i)(A) when a Prospectus or any Prospectus supplement or
post effective amendment to a Registration Statement is proposed to be filed; (B) when the
Commission notifies the Company whether there will be a “review” of such Registration Statement and
whenever the Commission comments in writing on any Registration Statement (in which case the
Company shall provide to each of the Holders true and complete copies of all comments that pertain
to the Holders as a “Selling Stockholder” or to the “Plan of Distribution” and all written
responses thereto, but not any other comments or responses or information that the Company believes
would constitute material and non-public information); and (C) with respect to each Registration
Statement or any post effective amendment, when the same has become effective; (ii) of any request
by the Commission or any other Federal or state governmental authority for amendments or
supplements to a Registration Statement or Prospectus or for additional information that pertains
to the Holders as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance by
the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement covering any or all of the Registrable Securities or
the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of






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any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation
or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of
time that makes the financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue in any material
respect or that requires any revisions to such Registration Statement, Prospectus or other
documents so that, in the case of such Registration Statement or the Prospectus, as the case may
be, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein (in the case of any
Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which
they were made), not misleading and (vi) of the occurrence or existence of any pending corporate
development with respect to the Company that the Company believes may be material and that, in the
determination of the Company, makes it not in the best interest of the Company to allow continued
availability of a Registration Statement or Prospectus, provided that, any and all such information
shall remain confidential to each Holder until such information otherwise becomes public, unless
disclosure by a Holder is required by law; and provided, further, that notwithstanding each
Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement
that any such information is material, non-public information.




          (d) Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any
suspension of the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, as soon as practicable.




          (e) If requested by a Holder, furnish to such Holder, without charge, at least one conformed
copy of each Registration Statement and each amendment thereto and all exhibits to the extent
requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission; provided, that the Company shall
have no obligation to provide any document pursuant to this clause that is available on the
Commission’s EDGAR system; provided further, that the Company shall have no obligation to provide
an unredacted form of any exhibit if the Company has filed or the Commission has granted a
confidential treatment request with respect to such exhibit.




          (f) Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable
efforts to register or qualify or cooperate with the selling Holders in connection with the
registration or qualification (or exemption from the registration or qualification) of such
Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder reasonably requests in writing, to keep each
registration or qualification (or exemption therefrom) effective during the Effectiveness Period
and to do any and all other acts or things reasonably necessary to enable the disposition in such
jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that
the Company shall not be required to qualify generally to do business in any jurisdiction where it
is not then so qualified, subject the Company to any material tax in any such jurisdiction where it
is not then so subject or file a general consent to service of process in any such jurisdiction.







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          (g) If requested by a Holder, cooperate with such Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be delivered to (i) the Holder
upon effectiveness of a Registration Statement covering the resales of the Shares or (ii) a
transferee pursuant to transfers made pursuant to the Registration Statement, which certificates
shall be free, to the extent permitted by the Purchase Agreement and the Warrants and under law, of
all restrictive legends, and to enable such Registrable Securities to be in such denominations and
registered in such names as any such Holders may reasonably request.




          (h) Following the occurrence of any event contemplated by Section 3(c), as promptly as
reasonably practicable (taking into account the Company’s good faith assessment of any adverse
consequences to the Company and its stockholders of the premature disclosure of such event),
prepare a supplement or amendment, including a post effective amendment, to the affected
Registration Statements or a supplement to the related Prospectus or any document incorporated or
deemed to be incorporated therein by reference, and file any other required document so that, as
thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of any Prospectus, form of prospectus or supplement
thereto, in light of the circumstances under which they were made), not misleading. If the Company
notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to
suspend the use of any Prospectus until the requisite changes to such Prospectus have been made,
then the Holders shall suspend use of such Prospectus. The Company will use its commercially
reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is
practicable. The Company shall be entitled to exercise its right under this Section 3(h)
to suspend the availability of a Registration statement and Prospectus, without the payment of
partial Liquidated Damages otherwise required pursuant to Section 2(c), for periods not to
exceed the time periods set forth in Section 2(c)(iii)(B).




          (i) The Company may require each selling Holder to furnish to the Company a certified
statement as to (i) the number of shares of Common Stock beneficially owned by such Holder and any
Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”) affiliations, (iii)
any natural persons who have the power to vote or dispose of the common stock and (iv) any other
information as may be requested by the Commission, FINRA or any state securities commission.
During any periods that the Company is unable to meet its obligations hereunder with respect to the
registration of Registrable Securities because any Holder fails to furnish such information within
three (3) Trading Days of the Company’s request, any Liquidated Damages that are accruing at such
time as to such Holder only shall be tolled and any Event that may otherwise occur solely because
of such delay shall be suspended as to such Holder only, until such information is delivered to the
Company.




          (j) Neither the Company nor any subsidiary or affiliate thereof shall identify any Purchaser
as an underwriter in any public disclosure or filing with the Commission or any Trading Market and
any Purchaser being deemed an underwriter by the Commission shall not relieve the Company of any
obligations it has under this Agreement or any other Transaction Document; provided,
however, that the foregoing shall not prohibit the Company from including the disclosure
found in the “Plan of Distribution” section attached hereto in the Registration Statement,
provided,






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further, if any Purchaser is required to be identified as an underwriter by the
Commission or the Trading Market, prior to the Company so naming such Purchaser, the Company shall
promptly notify such Purchaser and such Purchaser shall be entitled to either (i) agree to be so
named, or (ii) withdraw as a selling stockholder with respect to the applicable Registration
Statement. If any such Purchaser refuses to be so named as an underwriter or to withdraw from the
applicable Registration Statement, such Purchaser shall not be entitled to any Liquidated Damages
or to recover from the Company any other damages or losses caused by such refusal.




     4. Registration Expenses. All fees and expenses incident to the Company’s performance
of or compliance with its obligations under this Agreement (excluding any underwriting discounts
and selling commissions and all legal fees and expenses of legal counsel for any Holder) shall be
borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration
Statement. The fees and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without limitation, fees and expenses
(A) with respect to filings required to be made with any Trading Market on which the Common Stock
is then listed for trading and (B) with respect to compliance with applicable state securities or
Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in
connection with Blue Sky qualifications or exemptions of the Registrable Securities and
determination of the eligibility of the Registrable Securities for investment under the laws of
such jurisdictions as requested by the Holder), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,
telephone and delivery expenses incurred by the Company, (iv) fees and disbursements of counsel for
the Company, and (v) fees and expenses of all other Persons retained by the Company in connection
with the consummation of the transactions contemplated by this Agreement. In addition, the Company
shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expense of any
annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be
responsible for any underwriting, broker or similar fees or commissions of any Holder or, except
(i) to the extent provided for in the Transaction Documents, any legal fees or other costs of the
Holders and (ii) the Company shall reimburse Hudson Bay Master Fund Ltd. for the fees and
disbursements of its legal counsel in connection with registration, filing or qualification
pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $10,000.



     5. Indemnification.



          (a) Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify, defend and hold harmless each Holder, the officers,
directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers,
stockholders, agents and employees of each such controlling Person, to the fullest extent permitted
by applicable law, from and against any and all losses, claims, expenses, damages, liabilities and
costs (including, without limitation, reasonable costs of preparation and investigation and
reasonable






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attorneys’ fees, all of which shall be payable quarterly in arrears as they are incurred)
(collectively, “Losses”), that arise out of or are based upon (i) any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which they were made) not
misleading, or (ii) any violation or alleged violation by the Company of the Securities Act,
Exchange Act or any state securities law or any rule or regulation thereunder, in connection with
the performance of its obligations under this Agreement, except to the extent, but only to the
extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions
are based solely upon information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein, or to the extent that such information relates to such Holder or
such Holder’s proposed method of distribution of Registrable Securities and was reviewed and
approved in writing by such Holder expressly for use in the Registration Statement, such Prospectus
or such form of Prospectus or in any amendment or supplement thereto (it being understood that each
Holder has approved Annex A hereto for this purpose) or (B) in the case of an occurrence of
an event of the type specified in Section 3(c)(iii)-(vi), related to the use by a Holder of
an outdated or defective Prospectus after the Company has notified such Holder that the Prospectus
is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and
defined in Section 6(d)below, to the extent that following the receipt of the Advice the
misstatement or omission giving rise to such Loss would have been corrected or (C) to the extent
that any such Losses arise out of the Purchaser’s (or any other indemnified Person’s) failure to
send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required,
pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an
untrue statement or alleged untrue statement or omission or alleged omission at or prior to the
written confirmation of the sale of Registrable Securities to such Person if such statement or
omission was corrected in such Prospectus or supplement. The Company shall notify the Holders
promptly of the institution, threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of an
Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the
Registrable Securities by the Holders.




          (b) Indemnification by Holders. Each Holder shall, severally and not jointly,
indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of
the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses (all of which shall be
payable quarterly in arrears as they are incurred), as incurred, arising out of or are based upon
any untrue or alleged untrue statement of a material fact contained in any Registration Statement,
any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements therein (in the
case of any Prospectus, or any form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading (A) to the extent that such untrue
statements or omissions are






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based solely upon information regarding such Holder furnished in writing to the Company by
such Holder expressly for use therein or (B) to the extent that such information relates to such
Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed
and approved in writing by such Holder expressly for use in a Registration Statement (it being
understood that the Holder has approved Annex A hereto for this purpose), such Prospectus
or such form of Prospectus or in any amendment or supplement thereto or (C) in the case of an
occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent
related to the use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the
liability of any selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities.




          (c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or
asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such
Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all reasonable fees and expenses incurred in connection with defense thereof; provided,
that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, unless such failure materially
prejudices the Indemnifying Party.




     An Indemnified Party shall have the right to employ separate counsel in any such Proceeding
and to participate in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such
Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that, in the reasonable judgment of
such counsel, representation of both parties by the same counsel would be inappropriate under the
applicable rules of professional responsibility (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof
and such counsel shall be at the expense of the Indemnifying Party); provided, that the
Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of
attorneys at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for
any settlement of any such Proceeding effected without its written consent, which consent shall not
be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.



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     Subject to the terms of this Agreement, all fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection with investigating or
preparing to defend such Proceeding in a manner not inconsistent with this Section 5) shall
be paid to the Indemnified Party, quarterly in arrears as they are incurred,; provided, that the
Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is finally judicially
determined to not be entitled to indemnification hereunder).



          (d) Contribution. If a claim for indemnification under Section 5(a) or
5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions, statements or omissions that resulted
in such Losses as well as any other relevant equitable considerations. The relative fault of such
Indemnifying Party and Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement of a material fact
or omission or alleged omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action,
statement or omission. The amount paid or payable by a party as a result of any Losses shall be
deemed to include, subject to the limitations set forth in this Agreement, any reasonable
attorneys’ or other reasonable fees or expenses incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section 5 was available to such party in accordance
with its terms.




     The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 5(d) were determined by pro rata allocation or by any other method of
allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A)
no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by
which the net proceeds actually received by such Holder from the sale of the Registrable Securities
subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission and (B) no contribution will be made under circumstances where the maker of such
contribution would not have been required to indemnify the Indemnified Party under the fault
standards set forth in this Section 5. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.



     The indemnity and contribution agreements contained in this Section 5 are in addition
to any liability that the Indemnifying Parties may have to the Indemnified Parties.



     6. Miscellaneous.



-14-









 





          (a) Remedies. In the event of a breach by the Company or by a Holder of any of their
obligations under this Agreement, each Holder or the Company, as the case may be, in addition to
being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not provide adequate compensation for any
losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in respect of such breach,
it shall waive the defense that a remedy at law would be adequate.




          (b) No Piggyback on Registrations; Prohibition on Filing Other Registration
Statements. Except and to the extent specified in the Schedules to the Purchase Agreement,
neither the Company nor any of its security holders (other than the Holders in such capacity
pursuant hereto) may include securities of the Company in a Registration Statement other than the
Registrable Securities and the Company shall not prior to the Effective Date enter into any
agreement providing any such right to any of its security holders. The Company shall not file with
the Commission a registration statement relating to an offering for its own account under the
Securities Act of any of its equity securities other than a registration statement on Form S-8 or
in connection with an acquisition, on Form S-4 until the earlier of (i) the date that is thirty
(30) days after the Initial Registration Statement or New Registration Statement, as the case may
be, is declared effective and (ii) the date that all Registrable Securities are eligible for resale
by non-affiliates without volume or manner of sale restrictions under Rule 144 and without the
requirement for the company to be in compliance with the current public information requirements
under Rule 144. For the avoidance of doubt, the Company shall not be prohibited from filing
amendments to registration statements filed prior to the date of this Agreement or a registration
statement replacing a registration statement filed prior to the date of this Agreement; provided
that no such amendment or replacement registration statement shall increase the number of
securities registered on a registration statement so previously filed.




          (c) Compliance. Each Holder covenants and agrees that it will comply with the
prospectus delivery requirements of the Securities Act as applicable to it (unless an exemption
therefrom is available) in connection with sales of Registrable Securities pursuant to the
Registration Statement and shall sell the Registrable Securities only in accordance with a method
of distribution described in the Registration Statement




          (d) Discontinued Disposition. By its acquisition of Registrable Securities, each
Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the
kind described in Section 3(c)(iii)-(vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in
writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have
been supplemented or amended) may be resumed. The Company will use its commercially reasonable
efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The
Company agrees and acknowledges that any periods during which the Holder is required to discontinue
the disposition of the Registrable Securities hereunder shall be subject to the provisions of
Section 2(c) and Section 3(h).







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          (e) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, or waived unless the
same shall be in writing and signed by the Company and Holders holding no less than two-thirds of
the Registrable Securities issued and issuable pursuant to the Securities Purchase Agreement and
the Transaction Documents on the Closing Date, provided that any party may give a waiver as to
itself. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof
with respect to a matter that relates exclusively to the rights of Holders and that does not
directly or indirectly affect the rights of other Holders may be given by Holders of all of the
Registrable Securities to which such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented except in accordance with
the provisions of the immediately preceding sentence.




          (f) Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement.




          (g) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and shall inure to the
benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement. The Company may not assign its rights or obligations hereunder (except
in connection with a Fundamental Transaction (as defined by the Warrants), provided that the
Company is in compliance with the provisions governing Fundamental Transactions set forth in the
Warrants, without the prior written consent of all the Holders of the then outstanding Registrable
Securities. Each Holder may assign its respective rights hereunder in the manner and to the
Persons as permitted under the Purchase Agreement; provided in each case that (i) the Holder agrees
in writing with the transferee or assignee to assign such rights and related obligations under this
Agreement, and for the transferee or assignee to assume such obligations, and a copy of such
agreement is furnished to the Company promptly, and in any event within three Business Days, (ii)
the Company is promptly, and in any event within three Business Days, furnished with written notice
of the name and address of such transferee or assignee and the securities with respect to which
such registration rights are being transferred or assigned, (iii) at or before the time the
effectiveness of such transfer or assignment, the transferee or assignee agrees in writing with the
Company to be bound by all of the provisions contained herein and (iv) the transferee or assignee
is an “accredited investor,” as that term is defined in Rule 501 of Regulation D.




          (h) Execution and Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed shall be deemed to be an original and, all of which
taken together shall constitute one and the same Agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. If any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature were the original thereof.







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          (i) Governing Law. All questions concerning the construction, validity, enforcement
and interpretation of this Agreement shall be determined in accordance with the provisions of the
Purchase Agreement.




          (j) Cumulative Remedies. Except as provided herein, the remedies provided herein are
cumulative and not exclusive of any other remedies provided by law.




          (k) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their good faith reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable.




          (l) Headings. The headings in this Agreement are for convenience only and shall not
limit or otherwise affect the meaning hereof.




          (m) Independent Nature of Purchasers’ Obligations and Rights. The obligations of each
Purchaser under this Agreement are several and not joint with the obligations of any other
Purchaser hereunder, and no Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser hereunder. The decision of each Purchaser to purchase the
Securities pursuant to the Purchase Agreement has been made independently of any other Purchaser.
Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create
a presumption that the Purchasers are in any way acting in concert with respect to such obligations
or the transactions contemplated by this Agreement. Each Purchaser acknowledges that no other
Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder
and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its
investment in the Securities or enforcing its rights under the Transaction Documents. Each
Purchaser shall be entitled to protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be
joined as an additional party in any Proceeding for such purpose. The Company acknowledges that
each of the Purchasers has been provided with the same Registration Rights Agreement for the
purpose of closing a transaction with multiple Purchasers and not because it was required or
requested to do so by any Purchaser.




          (n) Termination. This Agreement shall be automatically terminated with respect to any
Holder and shall have no force or effect with respect to such Holder upon the termination of the
Purchase Agreement with respect to such Holder (other than such Holder’s obligations under
Section 5). Nothing in this Section 6(n) shall be deemed to release any party from
any liability for any breach by such party of the terms and provisions of this Agreement.




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     IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 
	 	ONCOTHYREON INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Robert L. Kirkman, M.D. 	 
	 	 	Title:  	President and Chief Executive
Officer 	 
	 



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








 









 









               IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 
	 	NAME OF INVESTING ENTITY

 	 
	 	
 	 
	 	AUTHORIZED SIGNATORY 	 
	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ADDRESS FOR NOTICE




c/o: 





Street: 





City/State/Zip: 





Attention: 





Tel:
 





Fax:  





Email:  





 









 





ANNEX A




PLAN OF DISTRIBUTION





     We are registering the shares of common stock issued to the selling stockholders and issuable
upon exercise of the warrants issued to the selling stockholders to permit the resale of these
shares of common stock by the holders of the shares of common stock and warrants from time to time
after the date of this prospectus. We will not receive any of the proceeds from the sale by the
selling stockholders of the shares of common stock. We will bear all fees and expenses incident to
our obligation to register the offer and sale of the shares of common stock.



     The selling stockholders may sell all or a portion of the shares of common stock beneficially
owned by them and offered hereby from time to time directly or through one or more underwriters,
broker-dealers or agents. If the shares of common stock are sold through underwriters or
broker-dealers, the selling stockholders will be responsible for underwriting discounts or
commissions or agent’s commissions. The shares of common stock may be sold on any national
securities exchange or quotation service on which the securities may be listed or quoted at the
time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges
or systems or in the over-the-counter market and in one or more transactions at fixed prices, at
prevailing market prices at the time of the sale, at varying prices determined at the time of sale,
or at negotiated prices. These sales may be effected in transactions, which may involve crosses or
block transactions. The selling stockholders may use any one or more of the following methods when
selling shares:




	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
	 
	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction;
	 
	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;
	 
	 	•	 	an exchange distribution in accordance with the rules of the applicable exchange;
	 
	 	•	 	privately-negotiated transactions;
	 
	 	•	 	settlement of short sales entered into after the effective date of the registration
statement of which this prospectus is a part;
	 
	 	•	 	broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;
	 
	 	•	 	through the writing or settlement of options or other hedging transactions, whether
such options are listed on an options exchange or otherwise;
	 
	 	•	 	a combination of any such methods of sale; and




 









 












	 	•	 	any other method permitted pursuant to applicable law.





     The selling stockholders also may resell all or a portion of the shares in open market
transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or
Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided
that they meet the criteria and conform to the requirements of those provisions.



     Broker dealers engaged by the selling stockholders may arrange for other broker dealers to
participate in sales. If the selling stockholders effect such transactions by selling shares of
common stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or
commissions from the selling stockholders or commissions from purchasers of the shares of common
stock for whom they may act as agent or to whom they may sell as principal. Such commissions will
be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the
case of an agency transaction will not be in excess of a customary brokerage commission in
compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in
compliance with FINRA IM-2440.



     In connection with sales of the shares of common stock or otherwise, the selling stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the shares of common stock in the course of hedging in positions
they assume. The selling stockholders may also sell shares of common stock short and deliver
shares of common stock covered by this prospectus to close out short positions and to return
borrowed shares in connection with such short sales. The selling stockholders may also loan or
pledge shares of common stock to broker-dealers that in turn may sell such shares, to the extent
permitted by applicable law. The selling stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).



     The selling stockholders may, from time to time, pledge or grant a security interest in some
or all of the warrants or shares of common stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell the
shares of common stock from time to time pursuant to this prospectus or any amendment to this
prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending, if
necessary, the list of selling stockholders to include the pledgee, transferee or other successors
in interest as selling stockholders under this prospectus. The selling stockholders also may
transfer and donate the shares of common stock in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus.



     The selling stockholders and any broker-dealer or agents participating in the distribution of
the shares of common stock may be deemed to be “underwriters” within the meaning of



-2-









 




Section 2(11) of the Securities Act in connection with such sales and in which case may be subject to
certain statutory liabilities under the Exchange Act.




     The selling stockholders will be subject to the applicable prospectus delivery requirements of
the Securities Act unless subject to an exemption therefrom, including under Rule 172 thereunder.



     Each selling stockholder has informed us that it is not a registered broker-dealer and does
not have any written or oral agreement or understanding, directly or indirectly, with any person to
distribute the common stock. Upon our being notified in writing by a selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of common stock
through a block trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker or dealer, a supplement to this prospectus will be filed, if required,
pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling
stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such the shares of common stock were sold, (iv) the commissions paid or
discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set out or
incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In
no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate,
would exceed 8.0%.



     Under the securities laws of some states, the shares of common stock may be sold in such
states only through registered or licensed brokers or dealers. In addition, in some states the
shares of common stock may not be sold unless such shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is available and is complied
with.



     There can be no assurance that any selling stockholder will sell any or all of the shares of
common stock registered pursuant to the registration statement, of which this prospectus forms a
part.



     Each selling stockholder and any other person participating in such distribution will be
subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which
may limit the timing of purchases and sales of any of the shares of common stock by the selling
stockholder and any other participating person. To the extent applicable, Regulation M may also
restrict the ability of any person engaged in the distribution of the shares of common stock to
engage in market-making activities with respect to the shares of common stock. All of the
foregoing may affect the marketability of the shares of common stock and the ability of any person
or entity to engage in market-making activities with respect to the shares of common stock.



     We will pay all expenses of the registration of the shares of common stock pursuant to the
registration rights agreement, including, without limitation, SEC filing fees and expenses of
compliance with state securities or “blue sky” laws; provided, however, that each selling
stockholder will pay all underwriting discounts and selling commissions, if any and any related
legal expenses incurred by it. We will indemnify the selling stockholders against certain
liabilities, including some liabilities under the Securities Act, in accordance with the
registration rights agreement, or the



-3-









 




selling stockholders will be entitled to contribution. We may be indemnified by the selling
stockholders against civil liabilities, including liabilities under the Securities Act, that may
arise from any written information furnished to us by the selling stockholders specifically for use
in this prospectus, in accordance with the related registration rights agreement, or we may be
entitled to contribution.









-4-









 








ANNEX B




SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE




     The undersigned holder of shares of the common stock, par value $0.0001 per share of
Oncothyreon Inc. (the “Company”) issued pursuant to a certain Securities Purchase Agreement by and
among the Company and the Purchasers named therein, dated as of September 23, 2010 (the
“Agreement”), understands that the Company intends to file with the Securities and Exchange
Commission a registration statement on Form S-1 (the “Resale Registration Statement”) for the
registration and the resale under Rule 415 of the Securities Act of 1933, as amended (the
“Securities Act”), of the Registrable Securities in accordance with the terms of the Agreement and
the terms of the Registration Rights Agreement by and among the Company and the Purchasers named
therein, dated as of September __, 2010 (the “Registration Rights Agreement”). All capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in either the Agreement
or Registration Rights Agreement.



     In order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale
Registration Statement, a holder of Registrable Securities generally will be required to be named
as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the
“Prospectus”), deliver the Prospectus to purchasers of Registrable Securities, if required
(including pursuant to Rule 172 under the Securities Act) and be bound by the provisions of the
Agreement (including certain indemnification provisions, as described below). Holders must
complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in
the Prospectus. Holders of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire within three (3) Trading Days following the date of the Agreement (1) will
not be named as selling stockholders in the Resale Registration Statement or the Prospectus and (2)
may not use the Prospectus for resales of Registrable Securities.



     Certain legal consequences arise from being named as a selling stockholder in the Resale
Registration Statement and the Prospectus. Holders of Registrable Securities are advised to
consult their own securities law counsel regarding the consequences of being named or not being
named as a selling stockholder in the Resale Registration Statement and the Prospectus.



NOTICE




     The undersigned holder (the “Selling Stockholder”) of Registrable Securities hereby gives
notice to the Company of its intention to sell or otherwise dispose of Registrable Securities owned
by it and listed below in Item 3, unless otherwise specified in Item 3, pursuant to the Resale
Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire,
understands and agrees that it will be bound by the terms and conditions of this Notice and
Questionnaire, the Agreement and the Registration Rights Agreement.



     The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate and complete:




 











 





QUESTIONNAIRE





	1.	 	Name.






	 	(a)	 	Full Legal Name of Selling Stockholder:
	 
	 	 	 	 

	 
	 	(b)	 	Full Legal Name of Registered Holder (if not the same as (a) above) through
which Registrable Securities Listed in Item 3 below are held:
	 
	 	 	 	 

	 
	 	(c)	 	Full Legal Name of Natural Control Person (which means a natural person who
directly or indirectly alone or with others has power to vote or dispose of the
securities covered by the questionnaire):
	 
	 	 	 	 







	2.	 	Address for Notices to Selling Stockholder:






	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







Telephone:



 




Fax:


 





Contact Person:


 





E-mail address of Contact Person:


 







	3.	 	Beneficial Ownership of Registrable Securities Issuable Pursuant to the Purchase Agreement:






	 	(a)	 	Type and Number of Registrable Securities beneficially owned and issued
pursuant to the Agreement:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	(b)	 	Number of shares of Common Stock to be registered pursuant to this Notice for
resale:
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 





 









 












	4.	 	Broker-Dealer Status:






	 	(a)	 	Are you a broker-dealer registered pursuant to Section 15 of the Exchange Act?




Yes o            No o





	 	(b)	 	If “yes” to Item 4(a), did you receive your Registrable Securities as
compensation for investment banking services to the Company?




Yes o            No o





	Note:	 	If no, the Commission’s staff has indicated that you should be
identified as an underwriter in the Registration Statement.






	 	(c)	 	Are you an affiliate of a broker-dealer registered pursuant to Section 15 of
the Exchange Act?




Yes o            No o





	 	 	Note: If yes, provide a narrative explanation below:






	 	 	 	 

	 
	 	 	 	 

	 
	 	(d)	 	If you are an affiliate of a broker-dealer, do you certify that you bought the
Registrable Securities in the ordinary course of business, and at the time of the
purchase of the Registrable Securities to be resold, you had no agreements or
understandings, directly or indirectly, with any person to distribute the Registrable
Securities?




Yes o            No o





		Note: 	 	If no, the Commission’s staff has indicated that you should be identified as
an underwriter in the Registration Statement.






For the purposes of this Item 4, an “affiliate” of a registered broker-dealer shall
include any company that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with such broker-dealer,
and does not include any individuals employed by such broker-dealer or its
affiliates.




	5.	 	Nature of Your Beneficial Ownership:






	 	(a)	 	If the name of the beneficial owner of the Registrable Securities set forth in
your response to Item 1(a) above is that of a limited partnership, state the names of
the general partners of such limited partnership:




 









 












	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	(b)	 	With respect to each general partner listed in Item 5(a) above who is not a
natural person, and is not publicly held, name each stockholder (or managing member, if
applicable) of such general partner. If any of these named stockholders are not natural
persons or publicly held entities, please provide the same information. This process
should be repeated until you reach natural persons or a publicly held entity.
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 







	 	(c)	 	If you are not publicly held, name the entity that exercises voting and
dispositive power over the Registrable Securities set forth in Item 3 above (the
“Controlling Entity”). If the Controlling Entity is not a natural person or a publicly
held entity, please name the entity that controls such Controlling Entity and provide
the same information for the entity controlling the Controlling Entity. This process
should be repeated until you reach natural persons or a publicly held entity.






	 	(i)	 	Full legal name of Controlling Entity(ies) or natural person(s)
who have sole or shared voting or dispositive power over the Registrable
Securities:
	 
	 	 	 	 







	 	(a)	 	Business address (including street address) (or residence
if no business address), telephone number and facsimile number of such
person(s):




Address:



 




 




 




 




Telephone:



 




Fax:



 






	 	(b)	 	Name(s) of stockholders:




 




 






	 	(ii)	 	Full legal name of Controlling Entity(ies):






	 	(a)	 	Business address (including street address) (or residence
if no business address), telephone number and facsimile number of such
person(s):




 









 







Address:



 




 




 




 




Telephone:



 




Fax:



 






	 	(b)	 	Name(s) of shareholders:





 




 






	6.	 	Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder.
	 
	 	 	Except as set forth below in this Item 6, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable Securities
listed above in Item 3.
	 
	 	 	Type and amount of other securities beneficially owned:
	 
	 	 	 

	 
	 	 	 







	7.	 	Relationships with the Company:
	 
	 	 	Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.
	 
	 	 	State any exceptions here:
	 
	 	 	 

	 
	 	 	 







	8.	 	Plan of Distribution:
	 
	 	 	The undersigned has reviewed the form of Plan of Distribution attached as Annex A to the
Registration Rights Agreement, and hereby confirms that, except as set forth below, the
information contained therein regarding the undersigned and its plan of distribution is
correct and complete.
	 
	 	 	State any exceptions here:
	 
	 	 	 

	 
	 	 	 









***********



 









 












The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof and prior to the effective
date of any applicable Resale Registration Statement. All notices hereunder and pursuant to the
Agreement shall be made in writing, by hand delivery, confirmed or facsimile transmission,
first-class mail or air courier guaranteeing overnight delivery at the address set forth below. In
the absence of any such notification, the Company shall be entitled to continue to rely on the
accuracy of the information in this Notice and Questionnaire.



By signing below, the undersigned consents to the disclosure of the information contained herein in
its answers to Items (1) through (8) above and the inclusion of such information in the Resale
Registration Statement and the Prospectus. The undersigned understands that such information will
be relied upon by the Company in connection with the preparation or amendment of any such
Registration Statement and the Prospectus.



Once this Notice and Questionnaire is executed by the undersigned and received by the Company, the
terms of this Notice and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the undersigned with
respect to the Registrable Securities beneficially owned by the undersigned and listed in Item 3
above.



I confirm that, to the best of my knowledge and belief, the foregoing statements (including without
limitation the answers to this Questionnaire) are correct.




 









 





     IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and
Questionnaire to be executed and delivered either in person or by its duly authorized agent.



	 	 	 	 	 
	Dated:                
                     
                     	Beneficial Owner:              
                      
                      
   

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND

QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:



Denny Chu

JMP Securities LLC

600 Montgomery Street

Suite 1100

San Francisco, California 94111

Tel: 415-835-8908

Fax: 415-835-8920

Email: dchu@jmpsecurities.com