AMENDED AND RESTATED LICENSE AGREEMENT (2008)
          ARTICLE 1  DEFINITIONS
 Section 1.1 Meaning
  
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2 1.1.1
    
    ADVERSE EVENT means, with respect to PRODUCT in a particular country in the
TERRITORY, the occurrence of an adverse event with respect to PRODUCT as defined by
applicable law or regulation in such country;1.1.2
    
    AFFILIATES means any business entity that directly or indirectly controls,
is controlled by, or is under common control with either party to this AGREEMENT. A
business entity shall be deemed to control another business entity if it owns,
directly or indirectly, more than fifty (50%) percent of the outstanding voting
securities, capital stock, or other comparable equity or ownership interest of such
business entity. If the laws of the jurisdiction in which such business entity
operates prohibit ownership by a party of more than fifty percent (50%), control shall
be deemed to exist at the maximum level of ownership allowed by such jurisdiction;1.1.3
    
    AGREEMENT means this amended and restated license agreement, together with
all schedules and appendices hereto and any amendments to or restatements of this
amended and restated license agreement;1.1.4
    
    ASSET PURCHASE AGREEMENT has the meaning attributed to that term in the
seventh recital to this AGREEMENT;1.1.5
    
    BLP25 means ONCOTHYREONs immunotherapeutic vaccine composed of a 25-amino
acid sequence of the MUC1 cancer mucin, which vaccine is combined with the adjuvant
monophosphoryl Lipid A and is encapsulated in a liposomal delivery system, together
with (i) any IMPROVEMENTS thereto (such as liposomal IL-2 in a kit, synthetic Lipid A,
or new delivery formats such as unit dose liquid formulations and unit dose syringes)
owned by ONCOTHYREON or licensed in by ONCOTHYREON during the term of this AGREEMENT
with the right to sublicense in the manner contemplated by this AGREEMENT and (ii) any
PRODRUG thereof;1.1.6
    
    BGLP40 means any variant of ONCOTHYREONs (or its AFFILIATES)
immunotherapeutic vaccine composed of two tandem repeats of the MUC1 cancer mucin,
whether or not glycosylated, and whether or not lapidated, which vaccine is combined
with an adjuvant and is encapsulated/incorporated in a liposomal delivery system,
together with any improvements thereto owned by ONCOTHYREON (or its AFFILIATES) or
licensed in by ONCOTHYREON (or its AFFILIATES);1.1.7
    
    CLINICAL DEVELOPMENT means all activities required for MARKET APPROVAL of
PRODUCT in the TERRITORY (including without limitation non-clinical and clinical
trials, including but not limited to, toxicology and absorption, distribution,
metabolism and elimination studies), as well as all clinical activities desirable for
optimized marketing of PRODUCT in the TERRITORY (including without limitation Phase
IIIb and Phase IV studies);
 
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3 1.1.8
    
    COMPETITIVE PRODUCT means, with respect to PRODUCT in a particular country
in the ROW TERRITORY, a cancer vaccine developed, marketed and SOLD by a third party
(which, for greater certainty, shall exclude an AFFILIATE of a party to this AGREEMENT)
for the treatment and/or prevention of cancer that elicits a MUC1 specific immune
response (but excluding for greater certainty gene therapy products) and which has an
adverse impact on SALES of PRODUCT in such country;1.1.9
    
    CONFIDENTIAL INFORMATION has the meaning attributed to that term in section
8.1 of this AGREEMENT;1.1.10
    
    CORE PATENT COUNTRIES shall mean the countries listed in appendix 1;1.1.11
    
    CORIXA LICENSE means that certain adjuvant license agreement dated as of October
20, 2004 with Corixa Corporation, together with all schedules thereto and any
amendments to or restatements of such adjuvant license agreement;1.1.12
    
    DANA-FARBER LICENSE means that certain license agreement dated November 22, 1996
with the Dana-Farber Cancer Institute, Inc., together with all schedules thereto and
any amendments to or restatements of such license agreement;1.1.13
    
    DEVELOPMENT PLAN shall mean the development plans contemplated in section 3.1 of
this AGREEMENT;1.1.14
    
    DISTRIBUTOR means, with respect to PRODUCT in a particular country in the
TERRITORY, a third party retained to market, promote and/or sell PRODUCT in such
country, but excluding for greater certainty wholesalers and any such third party in
circumstances where the laws of such country require the use of such third party to
market, promote and/or sell PRODUCT in such country;1.1.15
    
    DOMAIN NAMES has the meaning attributed to that term in section 5.12.6 of this
AGREEMENT.1.1.16
    
    EFFECTIVE DATE shall mean December 18, 2008, or such other date as ONCOTHYREON and
MERCK may agree upon in writing;1.1.17
    
    END USER shall mean, with respect to PRODUCT, any person at arms length with MERCK
and its AFFILIATES that acquires PRODUCT in final form for end use, including
physicians and hospitals but excluding DISTRIBUTORS and other agents;1.1.18
    
    FIELD shall mean the use of BLP25 for the prevention and/or treatment of cancers in
humans;1.1.19
    
    ICRT LICENSE means that certain amended and restated license agreement dated
November 14, 2000 with Imperial Cancer Research Technology Limited
 
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4 (now Cancer Research Technology Limited), together with all schedules thereto and
any amendments to or restatements of such license agreement;1.1.20
    
    IFRS means international financial reporting standards, consistently applied;1.1.21
    
    IMPROVEMENTS means, collectively, all inventions, discoveries, improvements or
other technology in the FIELD and all processes or uses relating thereto, whether or
not patentable, that arise after the ORIGINAL EFFECTIVE DATE as a result of conduct
under this AGREEMENT and relate directly to BLP25. For clarity, IMPROVEMENTS shall not
include any inventions, discoveries, improvements or other technology that ONCOTHYREON,
develops or acquires to the extent covering any active compound that is separate and
clearly distinct from BLP25, notwithstanding the fact that such active compound may be
useful as part of a combination therapy with BLP25. For further clarity, BGLP40 shall
be deemed not to be an IMPROVEMENT;1.1.22
    
    INDICATION means a specific health care indication (e.g., non-small cell lung
cancer) for which PRODUCT is, as indicated on the label for the PRODUCT, specified for
the treatment and/or prevention thereof;1.1.23
    
    JOINT IMPROVEMENT PATENT RIGHTS has the meaning attributed to that term in section
10.1.1 of this AGREEMENT;1.1.24
    
    JOINT IMPROVEMENTS has the meaning attributed to that term in section 9.1 of this
AGREEMENT;1.1.25
    
    LAUNCH shall mean, with respect to PRODUCT in a particular country in the
TERRITORY, the date of the first arms length sale of PRODUCT in such country after
receipt of MARKET APPROVAL for PRODUCT in such country;1.1.26
    
    MAJOR MARKET shall mean any one of Germany, France, United Kingdom, Italy, Spain or
Japan, and MAJOR MARKETS shall mean all of such countries;1.1.27
    
    MARKET APPROVAL shall mean, with respect to PRODUCT in a particular country in the
TERRITORY, the date upon which the last of all governmental or regulatory approvals
required for the sale of PRODUCT in that country has been granted, including price
approval for the PRODUCT (if required);1.1.28
    
    MARKETING PLAN shall mean the marketing plans contemplated in section 3.1 of this
AGREEMENT;1.1.29
    
    MERCK COST OF GOODS includes, but is not limited to, with respect to PRODUCT in the
TERRITORY, reasonable direct material, labour and subcontracted costs incurred by or on
behalf of MERCK in connection with the procurement of raw materials, manufacture,
vialing, testing, stability, releasing and shipment of PRODUCT, as well as the
reasonable indirect costs of administration, salary, support, depreciation, facility
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5 maintenance, facility utilities, insurance and facility property taxes attributable
to PRODUCT;1.1.30
    
    MERCK IMPROVEMENTS has the meaning attributed to that term in section 9.3 of this
AGREEMENT;1.1.31
    
    MERCK MANUFACTURING ACTIVITIES has the meaning attributed to that term in section
9.10 of this AGREEMENT;1.1.32
    
    MERCK OFFER has the meaning attributed to that term in section 2.7.2 of this
AGREEMENT;1.1.33
    
    MUC1 means cancer associated mucin-1;1.1.34
    
    NA TERRITORY shall mean, collectively, Canada (including Quebec) and its
territories and the United States of America and its territories;1.1.35
    
    NEGOTIATION PERIOD has the meaning attributed to that term in section 2.7.2 of this
AGREEMENT;1.1.36
    
    NET SALES shall mean, with respect to PRODUCT in a particular country, the sum of
the gross amounts invoiced for all SALES (directly or indirectly) by MERCK, its
AFFILIATES and their respective sublicensees, DISTRIBUTORS, assignees and transferees
of PRODUCT to END USERS, less the following deductions from such invoiced amounts which
are actually incurred in accordance with IFRS:
 1.1.36.1
    
    credits or allowances actually granted for spoiled or damaged PRODUCT or
with respect to returned or rejected PRODUCT, and for retroactive price
adjustments;1.1.36.2
    
    normal and customary trade, cash and quantity discounts, allowances,
rebates and credits actually allowed, including allowances, adjustments,
reimbursements, discounts, chargebacks and rebates given to healthcare
organizations and any governmental or quasi-governmental body or agency,
whether during the actual SALES/royalty period or not;1.1.36.3
    
    sales, value added or similar taxes measured by the billing amount, when
included in billing;1.1.36.4
    
    freight, postage, shipping, and insurance charges related to delivery of
PRODUCT from the applicable MERCK/distributor warehouse measured by the billing
amount, when included in billing; and1.1.36.5
    
    import and export duties actually paid.
  
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6  1.1.37
    
    ONCOTHYREON IMPROVEMENTS has the meaning attributed to that term in section 9.2 of
this AGREEMENT;
 1.1.38
    
    ONCOTHYREON KNOW-HOW means all proprietary information and data in the FIELD
including but not limited to compounds, formulae, protocols, methods, techniques and
results of experimentation and testing, which, except for published patent applications
which are also included within this definition, is generally not known to the public,
and which are owned by ONCOTHYREON or licensed in by ONCOTHYREON with the right to
sublicense in the manner contemplated by this AGREEMENT, and which directly relate to
research, CLINICAL DEVELOPMENT, use and/or sale of PRODUCT and/or the manufacture of
PRODUCT. For greater certainty, ONCOTHYREON KNOW-HOW shall include ONCOTHYREON
IMPROVEMENTS and IMPROVEMENTS licensed in by ONCOTHYREON with the right to sublicense
in the manner contemplated by this AGREEMENT, which arise or occur after the ORIGINAL
EFFECTIVE DATE and which fall within the ambit of the preceding sentence.
Notwithstanding the foregoing, ONCOTHYREON KNOW-HOW shall not include any subsequently
developed or acquired ONCOTHYREON KNOW-HOW to the extent covering any active compound
that is separate and clearly distinct from PRODUCT, notwithstanding the fact that such
active compound may be useful as part of a combination therapy with PRODUCT;
 1.1.39
    
    ONCOTHYREON PATENT RIGHTS means all rights in the FIELD owned by ONCOTHYREON or
licensed in by ONCOTHYREON with the right to sublicense in the manner contemplated by
this AGREEMENT in any of the following patents: any patent issuing on any patent
application identified in appendix 2, as well as any patent issuing from any continuing
applications of the patents listed in appendix 3, such applications including any
divisions, continuations, and continuation-in-part applications, as well as any patents
issuing on any reissue and/or reexamination application, and including any patent term
restoration or extension (i.e. supplemental protection certificates) of any such
patents. ONCOTHYREON PATENT RIGHTS also includes all rights in the FIELD owned by
ONCOTHYREON or licensed in by ONCOTHYREON with the right to sublicense in the manner
contemplated by this AGREEMENT in any foreign patents which correspond to those
described in the preceding sentence and in any patents that claim ONCOTHYREON
IMPROVEMENTS, JOINT IMPROVEMENTS and/or IMPROVEMENTS. Notwithstanding the foregoing,
ONCOTHYREON PATENT RIGHTS shall not include any subsequently
 
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7 developed or acquired ONCOTHYREON PATENT RIGHTS to the extent covering any active
compound that is separate and clearly distinct from PRODUCT, notwithstanding the
fact that such active compound may be useful as part of a combination therapy with
PRODUCT;
 1.1.40
    
    ONCOTHYREON TECHNOLOGY means all ONCOTHYREON PATENT RIGHTS and/or ONCOTHYREON
KNOW-HOW in the FIELD;1.1.41
    
    ORIGINAL EFFECTIVE DATE means May 7, 2001;1.1.42
    
    PRODRUG means a chemical precursor of PRODUCT which is to be cleaved in a human
being directly into PRODUCT and/or a metabolic intermediate thereof, but excluding for
greater certainty, antigen processing;1.1.43
    
    PRODUCT shall mean BLP25;1.1.44
    
    RIGHTS has the meaning attributed to that term in section 2.7.2 of this AGREEMENT;1.1.45
    
    ROW TERRITORY shall mean all countries in the world except the NA TERRITORY;1.1.46
    
    SALE includes, with respect to PRODUCT, the sale thereof to an END USER, and SOLD
and SELL have a corresponding meaning;1.1.47
    
    SALES REPORT has the meaning attributed to that term in section 7.2 of this
AGREEMENT;1.1.48
    
    SELECTED DOMAIN NAMES has the meaning attributed to that term in section 5.12.5 of
this AGREEMENT;1.1.49
    
    SELECTED TRADEMARK has the meaning attributed to that term in section 5.12.1 of
this AGREEMENT;1.1.50
    
    TERRITORY shall mean, collectively, the NA TERRITORY and the ROW TERRITORY;1.1.51
    
    THIRD PARTY LICENSES means, collectively, the ICRT LICENSE, the DANA-FARBER
LICENSE, the U of A LICENSE, the CORIXA LICENSE and any other third party license or
sublicense of any technology included as part of the ONCOTHYREON TECHNOLOGY;1.1.52
    
    TRADEMARK means the trademarks and logos initially selected for BLP25 pursuant to
section 5.12 of this AGREEMENT, being the trademarks STIMUVAX, STENVAX, STIMRIS, SIATOPE, THEXOPE and JEXAVE;1.1.53
    
    TRADEMARK DOMAIN NAMES has the meaning attributed to that term in section 5.12.5 of
this AGREEMENT;
 
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8 
 1.1.54
    
    TRANSFER NOTICE has the meaning attributed to that term in section 2.7.2 of this
AGREEMENT;1.1.55
    
    TRANSFER PERIOD has the meaning attributed to that term in section 2.7.2 of this
AGREEMENT;1.1.56
    
    U of A LICENSE means that certain license dated December 1, 2001 with the
University of Alberta in relation to the Samuels MUC1 liposomal formulation patents,
together with all schedules thereto and any amendments to or restatements of such
license agreement; and1.1.57
    
    VALID CLAIM means, with respect to PRODUCT in a particular country in the
TERRITORY, a claim of an issued and unexpired patent included within the ONCOTHYREON
PATENT RIGHTS which has not been held unenforceable, unpatentable or invalid by a
decision of a court or other governmental agency of competent jurisdiction,
unappealable or unappealed within the time allowed for appeal, and which has not been
admitted to be invalid or unenforceable through reissue, disclaimer or otherwise.
 ARTICLE 2  LICENSE GRANT
 Section 2.1 ONCOTHYREON License Grant
   
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9  Section 2.2 Term of Grant
 th
 Section 2.3 Third Party Licenses
  Section 2.4 Bankruptcy or Insolvency
  Section 2.5 Combination Products
  
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10 Section 2.6 Covenant Not to Sue or Challenge
  Section 2.7 Exclusivity
 2.7.1
    
    [+]2.7.2
    
    [+] [Redaction continues for two pages]2.7.3
    
    [+]
 ARTICLE 3  REPORTING AND PLANS
 Section 3.1 Reporting
  
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11 ARTICLE 4  DEVELOPMENT AND MARKET APPROVAL   NA TERRITORY AND ROW TERRITORY
 Section 4.1 CLINICAL DEVELOPMENT Studies and Costs
  Section 4.2 Regulatory Filings
 provided, however
 Section 4.3 MARKET APPROVAL Owner
  
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12 Section 4.4 Know-How Documentation
  ARTICLE 5  PRODUCT MARKETING  NA TERRITORY AND ROW TERRITORY
 Section 5.1 Costs and Expenses
  Section 5.2 Sales Force Training
  Section 5.3 Costs of Sales Representatives and Specialty Personnel
  Section 5.4 Distribution
  
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13 Section 5.5 Label Content
  Section 5.6 Product Price
  Section 5.7 Booking Sales
  Section 5.8 Advertising and Promotion
  Section 5.9 Customer Complaints and Medical Inquiries
  Section 5.10 Adverse Event Reporting
  
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14 Section 5.11 PRODUCT Recall
  Section 5.12 Trademarks and Branding
 5.12.1
    
    Ownership and Filing. PRODUCT shall be marketed and sold in the TERRITORY
under the applicable trademark selected by MERCK (the SELECTED TRADEMARK) which
SELECTED TRADEMARK can be a TRADEMARK or any other trademark selected by MERCK.
ONCOTHYREON acknowledges that MERCK shall be the owner of the TRADEMARKS in the
TERRITORY. ONCOTHYREON shall not knowingly do or cause to be done any act or thing
contesting, challenging or, in any way, impairing or intending to impair any part of
MERCKs right, title or interest in the TRADEMARKS for the duration of this AGREEMENT.
Further, ONCOTHYREON shall not use or register in the TERRITORY any trademark which is
similar or identical to any of the TRADEMARKS on similar or identical goods or services
to those which are the subject of this AGREEMENT for the duration of this AGREEMENT.
MERCK shall diligently pursue the filing, maintenance and defence of the TRADEMARKS and
the SELECTED TRADEMARKS in the TERRITORY. All trademark-related costs (including,
without limitation, legal, third party, branding, filing, maintenance and other such
costs) of developing, prosecuting, registering, maintaining and defending the
TRADEMARKS and the SELECTED TRADEMARKS shall be borne by MERCK as of March 1, 2006.5.12.2
    
    Trademark License. MERCK hereby grants, in the event that ONCOTHYREON or an
AFFILIATE of ONCOTHYREON obtains the right to manufacture and/or SELL PRODUCT under
this AGREEMENT, to ONCOTHYREON and its designated AFFILIATES a royalty free,
non-exclusive license to use, display, reproduce and publish the TRADEMARKS and/or the
SELECTED TRADEMARKS in connection with the manufacture, use, marketing, promotion,
distribution and SALE of PRODUCT in any countries in the TERRITORY where ONCOTHYREON or
an AFFILIATE of ONCOTHYREON has the right to manufacture and/or SELL PRODUCT under this
AGREEMENT for so long as such right to manufacture and/or SELL exists under this
AGREEMENT. In addition to the foregoing, ONCOTHYREON shall have the right to use the
TRADEMARKS and/or the SELECTED TRADEMARKS in connection with corporate disclosure and
corporate information dissemination. ONCOTHYREON and its designated AFFILIATES shall
have no right to grant sublicenses under such license without the prior written consent
of MERCK (such consent not to be unreasonably withheld). Any goodwill arising from the
use of the TRADEMARKS and/or the SELECTED TRADEMARKS by ONCOTHYREON
 
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15 or its designated AFFILIATES shall inure to the benefit of MERCK. Further, such use
shall be in accordance with the applicable laws in the relevant jurisdiction, as
well as with any reasonable requirements of any brand guide that may be provided by
MERCK from time to time. When using any of the TRADEMARKS and/or the SELECTED
TRADEMARKS under license, ONCOTHYREON and its designated AFFILIATES shall use the
identifiers Ô or â, as appropriate.5.12.3
    
    Assignment. MERCK shall, at MERCKs cost, arrange for assignment of the
trademarks STENVAX, STIMRIS, SIATOPE, THEXOPE and JEXAVE from ONCOTHYREON or its AFFILIATES to MERCK. Until such assignment is
completed, ONCOTHYREON shall, at MERCKs cost, provide reasonable cooperation and
assistance with respect to such assignment, including but not limited to providing
documents in ONCOTHYREONs possession (including its AFFILIATES and external law firm)
and signatures as requested by the relevant trademark offices. A list of currently
identified trademark registrations and applications for STENVAX, STIMRIS, SIATOPE, THEXOPE and JEXAVE are included in appendix 5.
MERCK confirms that ONCOTHYREON and its AFFILIATES are released from all other
obligations under the STIMUVAX letter agreement dated December 21, 2004 including,
without limitation, the 40,000 Euro payment.5.12.4
    
    Trademark Infringement. For countries in which the TRADEMARKS and/or
SELECTED TRADEMARKS are used under license by ONCOTHYREON and/or its AFFILIATES,
ONCOTHYREON shall:
 5.12.4.1
    
    promptly report to MERCK particulars of any use by any other party of a
trademark, trade name or mode of advertising which comes to ONCOTHYREONs or
its designated AFFILIATES attention and which might qualify as an infringement
of the TRADEMARKS and/or SELECTED TRADEMARKS or as unfair competition; and5.12.4.2
    
    in the event that it comes to the attention of ONCOTHYREON or its
designated AFFILIATES that any party alleges that the TRADEMARKS and/or
SELECTED TRADEMARKS are invalid or that they infringe any rights of a third
party, or that the TRADEMARKS are open to any other form of attack, ONCOTHYREON
or its designated AFFILIATES shall promptly report the matter to MERCK.
  
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16 5.12.5
    
    Domain Names. Any domain names related to the TRADEMARKS (the TRADEMARK
DOMAIN NAMES) and/or the SELECTED TRADEMARKS (the SELECTED DOMAIN NAMES) in the
TERRITORY shall be selected by MERCK. ONCOTHYREON acknowledges that MERCK shall be the
owner of the TRADEMARK DOMAIN NAMES in the TERRITORY. ONCOTHYREON shall not knowingly
do or cause to be done any act or thing contesting, challenging or, in any way,
impairing or intending to impair any part of MERCKs right, title or interest in the
TRADEMARK DOMAIN NAMES in the TERRITORY for the duration of this AGREEMENT. Further,
ONCOTHYREON shall not use or register in the TERRITORY any domain name which is similar
or identical to any of the domain names related to the TRADEMARKS on similar or
identical goods or services which are the subject of this AGREEMENT for the duration of
this AGREEMENT. MERCK shall be responsible for the filing, maintenance and defence of
the TRADEMARK DOMAIN NAMES and the SELECTED DOMAIN NAMES in the TERRITORY. All domain
name-related costs (including, without limitation, legal, third party, filing,
maintenance and other such costs) of prosecuting, registering, maintaining and
defending the TRADEMARK DOMAIN NAMES and the SELECTED DOMAIN NAMES or any alternate or
additional domain names shall be borne by MERCK.
 5.12.6
    
    Domain License. MERCK hereby grants to ONCOTHYREON and its designated
AFFILIATES a royalty free, non-exclusive license to use, display, reproduce and publish
the TRADEMARK DOMAIN NAMES, the SELECTED DOMAIN NAMES or any alternate or additional
domain names under the same terms and under the same circumstances as set forth in
Section 5.12.2.
 Section 5.13 General Diligence
  Section 5.14 Excused Performance
  
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17 Section 5.15 Japanese Market
  ARTICLE 6  CONSIDERATION  NA TERRITORY AND ROW TERRITORY
 Section 6.1 Consideration for Licenses Granted
  Section 6.2 Consideration  Milestone and Other Payments
 6.2.1
    
    Upfront and Manufacturing Process Transfer Milestone Payments. In
consideration for the licenses granted by ONCOTHYREON to MERCK under Article 2 and
other benefits afforded MERCK under this AGREEMENT, and in addition to the payment
provided for in section 6.1 of this AGREEMENT, the pre LAUNCH milestone payments
provided for in section 6.2.2 of this AGREEMENT, the post LAUNCH milestone payments
provided for in section 6.2.3 of this AGREEMENT and the royalty payments provided for
in section 6.3 of this AGREEMENT, MERCK shall make the payments specified in this
section 6.2.1 to ONCOTHYREON:
 6.2.1.1
    
    Ten Million Four Hundred Fifty Two Thousand Four Hundred Two Dollars and
Fifty Eight Cents US ($10,452,402.58 US) on the Effective Date;
 
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18 
 6.2.1.2
    
    the remaining manufacturing process transfer milestone payment of [+] within
thirty (30) days of the first manufacturing run of PRODUCT (by MERCK or any
AFFILIATE or sub-supplier of MERCK) after upscale of the current process to the
commercial process, provided that, notwithstanding whether or not the
manufacturing process transfer milestone specified in this section 6.2.1.2 has
been met (at all or in part), such milestone payment (to the extent not
previously paid by MERCK to ONCOTHYREON) shall be due and payable by MERCK to
ONCOTHYREON on December 31, 2009;
 6.2.1.3
    
    MERCK shall be responsible for payment of and shall pay in a timely manner
all royalties and other amounts payable pursuant to the CORIXA LICENSE to the
extent agreed to by CORIXA, and if no such agreement is obtained, reimburse
ONCOTHYREON (or its designated AFFILIATE) for any such payments to CORIXA; and
 6.2.1.4
    
    for clarification, each of the payments of MERCK identified in this section
6.2.1 is non-refundable to MERCK, and each of the payments identified in
Sections 6.2.1.1 and 6.2.1.2 shall be made only once.
 6.2.2
    
    Pre LAUNCH Milestone Payments. In consideration for the licenses
granted by ONCOTHYREON to MERCK under Article 2 and other benefits afforded MERCK under
this AGREEMENT, and in addition to the payment provided for in section 6.1 of this
AGREEMENT, the upfront and other payments provided for in section 6.2.1 of this
AGREEMENT, the post LAUNCH milestone payments provided for in section 6.2.3 of this
AGREEMENT and the royalty payments provided for in section 6.3 of this AGREEMENT, MERCK
shall make the following payments to ONCOTHYREON:
 6.2.2.1
    
    with respect to BLP25 for the first INDICATION:
 6.2.2.1.1
    
    MERCK shall within thirty (30) days of the date of submission
of a BLA to the FDA for BLP25 for such first INDICATION, pay
ONCOTHYREON [+];6.2.2.1.2
    
    MERCK shall pay ONCOTHYREON [+] within [+] of the date of
submission to the applicable regulatory authority in the first MAJOR
MARKET of a BLA (or its equivalent in the jurisdiction in question)
for BLP25 for such first INDICATION;6.2.2.1.3
    
    MERCK shall pay ONCOTHYREON [+] within thirty (30) days of the
date of receipt of approval of the BLA submitted to the FDA for
BLP25 for such first INDICATION;6.2.2.1.4
    
    MERCK shall pay ONCOTHYREON [+] within thirty (30) days of the
date of receipt of approval of the BLA
 
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19 (or its equivalent in the jurisdiction in question)
submitted to the applicable regulatory authority in the
first MAJOR MARKET for BLP25 for such first INDICATION;
 6.2.2.2
    
    with respect to BLP25 for the second INDICATION:
 6.2.2.2.1
    
    MERCK shall within thirty (30) days of the date of submission
of a BLA to the FDA for BLP25 for such second INDICATION pay
ONCOTHYREON [+];6.2.2.2.2
    
    MERCK shall pay ONCOTHYREON [+] within thirty (30) days of the
date of submission to the applicable regulatory authority in the
first MAJOR MARKET of a BLA (or its equivalent in the jurisdiction
in question) for BLP25 for such second INDICATION;6.2.2.2.3
    
    MERCK shall pay ONCOTHYREON [+] within thirty (30) days of the
date of receipt of approval of the BLA submitted to the FDA for
BLP25 for such second INDICATION;6.2.2.2.4
    
    MERCK shall pay ONCOTHYREON [+] within thirty (30) days of the
date of receipt of approval of the BLA (or its equivalent in the
jurisdiction in question) submitted to the applicable regulatory
authority in the first MAJOR MARKET for BLP25 for such second
INDICATION;
 6.2.2.3
    
    For clarification, each of the milestone payments of MERCK identified in
this section 6.2.2 shall be made only once for the stated milestone triggering
event. Any milestone payments made by MERCK under section 6.2.2 are
non-refundable to MERCK.
 6.2.3
    
    Post LAUNCH Milestone Payments. In consideration for the licenses
granted by ONCOTHYREON to MERCK under Article 2 and other benefits afforded MERCK under
this AGREEMENT, and in addition to the payment provided for in section 6.1 of this
AGREEMENT, the upfront and other payments provided for in section 6.2.1 of this
AGREEMENT, the pre LAUNCH milestone payments provided for in section 6.2.2 of this
AGREEMENT and the royalty payments provided for in section 6.3 of this AGREEMENT, MERCK
shall pay to ONCOTHYREON the following post-LAUNCH milestone payments within forty-five
(45) days of the end of the applicable period specified below:
 6.2.3.1
    
    when ROW NET SALES with respect to PRODUCT in any calendar year (following
LAUNCH of PRODUCT anywhere in the TERRITORY) equal or exceed [+], a sales
milestone payment shall be paid by MERCK to ONCOTHYREON of [+];
 
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6.2.3.2
    
    when ROW NET SALES with respect to PRODUCT in any calendar year (following
LAUNCH of PRODUCT anywhere in the TERRITORY) equal or exceed [+], a sales
milestone payment shall be paid by MERCK to ONCOTHYREON of [+];6.2.3.3
    
    when ROW NET SALES with respect to PRODUCT in any calendar year (following
LAUNCH of PRODUCT anywhere in the TERRITORY) equal or exceed [+], a sales
milestone payment shall be paid by MERCK to ONCOTHYREON of [+];6.2.3.4
    
    when ROW NET SALES with respect to PRODUCT in any calendar year (following
LAUNCH of PRODUCT anywhere in the TERRITORY) equal or exceed [+], a sales
milestone payment shall be paid by MERCK to ONCOTHYREON of [+]; and6.2.3.5
    
    when ROW NET SALES with respect to PRODUCT in any calendar year (following
LAUNCH of PRODUCT anywhere in the TERRITORY) equal or exceed [+], a sales
milestone payment shall be paid by MERCK to ONCOTHYREON of [+].
  Section 6.3 Royalty Payments
 6.3.1
    
    In consideration for the licenses granted by ONCOTHYREON to MERCK under
Article 2 and other benefits afforded MERCK under this AGREEMENT, and in addition to
the payment provided for in section 6.1 of this AGREEMENT, the upfront and other
payments provided for in section 6.2.1 of this AGREEMENT, the pre LAUNCH milestones
provided for in section 6.2.2 of this AGREEMENT and the post LAUNCH milestones provided
for in section 6.2.3 of this AGREEMENT, MERCK shall make the payments specified in this
section 6.3 to ONCOTHYREON.6.3.2
    
    With respect to BLP25 in a particular country in the NA TERRITORY, MERCK
shall, until the later of (a) the expiration or termination of the last to expire or
terminate of VALID CLAIMS that cover PRODUCT in such country, and (b) the date which
is the fifteenth (15th) anniversary of the LAUNCH of PRODUCT in any country
in the TERRITORY, pay to ONCOTHYREON on a quarterly basis as specified in article 7 of
this AGREEMENT a royalty on NET SALES of PRODUCT in such country calculated as follows:
 6.3.2.1
    
    MERCK shall pay ONCOTHYREON a royalty equal to [+] of NET
 
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21 SALES in such country in respect of PRODUCT for such portion of annual
NET SALES in the NA TERRITORY for the calendar year in question up to and
including [+] (pro-rated for stub periods); and6.3.2.2
    
    MERCK shall pay ONCOTHYREON a royalty equal to [+] of NET SALES in such
country in respect of PRODUCT for such portion of annual NET SALES in the NA
TERRITORY for the calendar year in question which exceed [+] (pro-rated for
stub periods).
  6.3.3
    
    With respect to BLP25 in a particular country in the ROW TERRITORY, MERCK
shall, until the later of (a) the expiration or termination of the last to expire or
terminate of VALID CLAIMS that cover such PRODUCT in such country, and (b) the date
which is the fifteenth (15th) anniversary of the LAUNCH of such PRODUCT in
any country in the TERRITORY, pay to ONCOTHYREON on a quarterly basis as specified in
article 7 of this AGREEMENT a royalty on NET SALES of such PRODUCT in such country
calculated as follows:
 6.3.3.1
    
    so long as, with respect to the calendar quarter in question, no COMPETITIVE
PRODUCT(S) has actual SALES (based on IMS Global Services data) in such country
which are more than [+] of the actual SALES (based on IMS Global Services data)
of MERCK, its AFFILIATES and their respective permitted sublicensees,
DISTRIBUTORS, assignees and transferees with respect to PRODUCT in such
country, then MERCK shall pay ONCOTHYREON a royalty equal to [+] of NET SALES
in such country in respect of PRODUCT for such calendar quarter (provided that
such [+] royalty rate shall be reduced to [+] in circumstances where MERCK has
paid in full to ONCOTHYREON in the manner specified in section 6.2.1.2 the
remaining manufacturing process transfer milestone payment in the amount of [+]
on or before December 31, 2009);6.3.3.2
    
    if, with respect to the calendar quarter in question, a COMPETITIVE
PRODUCT(S) has actual SALES (based on IMS Global Services data) in such country
which are more than [+] but no more than [+] of the actual SALES (based on IMS
Global Services data) of MERCK, its AFFILIATES and their respective permitted
sublicensees, DISTRIBUTORS, assignees and transferees with respect to PRODUCT
in such country, then MERCK shall pay ONCOTHYREON a royalty equal to [+] of NET
SALES in such country in respect of PRODUCT for such calendar quarter (provided
that such [+] royalty rate shall be
 
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22 reduced to [+] in circumstances where MERCK has paid in full to
ONCOTHYREON in the manner specified in section 6.2.1.2 the remaining
manufacturing process transfer milestone payment in the amount of [+] on
or before December 31, 2009);6.3.3.3
    
    if, with respect to the calendar quarter in question, a COMPETITIVE
PRODUCT(S) has actual SALES (based on IMS Global Services data) which are more
than [+] of the actual SALES (based on IMS Global Services data) of MERCK, its
AFFILIATES and their respective permitted sublicensees, DISTRIBUTORS, assignees
and transferees with respect to PRODUCT in such country, then MERCK shall pay
ONCOTHYREON a royalty equal to [+] of NET SALES in such country in respect of
PRODUCT for such calendar quarter (provided that such [+] royalty rate shall be
reduced to [+] in circumstances where MERCK has paid in full to ONCOTHYREON in
the manner specified in section 6.2.1.2 the remaining manufacturing process
transfer milestone payment in the amount of [+] on or before December 31,
2009).
 6.3.4
    
    If, with respect to PRODUCT in a particular country in the TERRITORY, MERCK is
able to demonstrate that, for any reason beyond the control of MERCK and its permitted
sublicensees and distributors, the royalty rate payable by MERCK under sections 6.3.2
and 6.3.3 causes or is likely to cause a significant reduction in SALES of PRODUCT in
such country, ONCOTHYREON and MERCK shall meet and in good faith review in such
circumstances the royalty rate applicable to PRODUCT in such country.6.3.5
    
    It is recognized that certain third party rights licensed to ONCOTHYREON under
the THIRD PARTY LICENSES are included in ONCOTHYREON PATENT RIGHTS as indicated in
appendix 3. To the extent such THIRD PARTY LICENSES relate to the TERRITORY,
ONCOTHYREON is solely responsible for all payments due to those third parties, provided
that MERCK acknowledges and agrees that MERCK shall be responsible for the payment of
all royalties and other amounts payable pursuant to the CORIXA LICENSE.6.3.6
    
    No royalties under this section 6.3 shall be payable on PRODUCT used solely by
or on behalf of the parties for tests or development purposes or on transfers between
MERCK and its sublicensees who are not END USERS. Unless ONCOTHYREON and MERCK
otherwise agree in writing, no samples of any PRODUCT shall be made available by MERCK
to END USERS.6.3.7
    
    In establishing the royalty structure of this section 6.3, ONCOTHYREON and
MERCK recognize, and MERCK acknowledges, the substantial value of the various actions
and investments undertaken by ONCOTHYREON prior to the EFFECTIVE DATE. Such value is
significant and in addition to the value of ONCOTHYREONs grant to MERCK of the license
pursuant to section 2.1 of this AGREEMENT, as it enables the rapid and effective
development and
 
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23 commercialization of PRODUCT in the TERRITORY. Therefore, ONCOTHYREON and MERCK
agree that the royalty payments calculated as a percentage of NET SALES (plus any
other payments provided for elsewhere in this AGREEMENT) provide fair compensation
to ONCOTHYREON for these additional benefits.
 ARTICLE 7  ACCOUNTING RECORDS AND PROCEDURES   NA TERRITORY AND ROW TERRITORY
 Section 7.1 Royalty Payments
  Section 7.2 SALES REPORTS
  7.2.1
    
    the number of units of PRODUCT sold during such calendar quarter in such
country;7.2.2
    
    the total billings for PRODUCT during such calendar quarter in such country
and in the TERRITORY;7.2.3
    
    the deductions applicable to the determination of NET SALES with respect to
PRODUCT during such calendar quarter in such country;7.2.4
    
    the NET SALES with respect to PRODUCT during such calendar quarter in such
country;7.2.5
    
    the average sales price of PRODUCT during such calendar quarter in such
country;7.2.6
    
    the total royalties due and the basis of the calculation thereof; and7.2.7
    
    such other information as ONCOTHYREON may reasonably request.
 Section 7.3 Records and Audits
  
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24  Section 7.4 Payments from Germany
  Section 7.5 Confidentiality of Financial Reports
  
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25 ARTICLE 8  CONFIDENTIALITY
 Section 8.1 Definition
  Section 8.2 Obligations
  Section 8.3 Exceptions
  8.3.1
    
    was, at the time of disclosure, in the possession of the receiving party (as
evidenced by its written records) and was not previously acquired from or on behalf of
the disclosing party on a confidential basis,8.3.2
    
    was in the public domain prior to disclosure, or became, after disclosure,
publicly known through no fault of the receiving party or any person to whom the
receiving party directly or indirectly provided such CONFIDENTIAL INFORMATION,8.3.3
    
    was received from a third party who rightfully made such disclosure,8.3.4
    
    was approved for use or release by written authorization from the disclosing
party prior to such use or release by the receiving party,8.3.5
    
    is required to be disclosed by operation of law, governmental regulation or
court order provided the receiving party gives the disclosing party written notice of
such required disclosure prior to making such disclosure, and the receiving party
 
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26 uses all reasonable effort to cooperate in securing confidential protection for such
information; or8.3.6
    
    is required to be disclosed to any governmental authority or regulatory
authority to the extent that such disclosure is reasonably necessary to obtain
authorizations to conduct a clinical trial with and to market commercially PRODUCTS,
provided the disclosing party is otherwise entitled to engage in such activities under
this AGREEMENT.
  Section 8.4 Term of Confidentiality
  Section 8.5 Return of Information
  Section 8.6 Publicity
 8.6.1
    
    Confidentiality. Neither party may disclose any non-public
information regarding the nature and/or occurrence of this transaction, or the nature
and/or occurrence of any event or information occurring as a result of this transaction
without the prior written consent of the other party (such consent not to be
unreasonably withheld), except that each of MERCK and ONCOTHYREON may disclose such
information to their respective AFFILIATES that are under like terms of confidentiality
as those stated herein without such consent and any such information that is required
by law or any applicable regulatory authority to be disclosed (to the extent required
to be disclosed). Where practicable, prior to any required submission of the terms of
this transaction to any governmental agency or authority, the disclosing party shall
provide the other party with a copy of such submission including, without limitation,
identification of any portions of this AGREEMENT which the disclosing party intends to
redact or intends to request the governmental agency or authority to redact, so that
the other party may review and comment on any such proposed submission. The disclosing
party shall initially redact financial terms (and such other material terms as are
appropriate in the circumstances) and will use commercially reasonable efforts to
obtain the concurrence of the governmental agency or authority to such redaction of
financial and other material terms.
 
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27 8.6.2
    
    Press Release. The parties shall agree on a press release to announce
the execution of this Agreement, and on a Question and Answer (Q&A) outline for use
in responding to inquiries about this AGREEMENT. With respect to future press releases
or other public statements relating to the subject matter of this AGREEMENT, including,
but not limited to, webcast materials, press kits and Q&As, except to the extent
dealing with subject matter already in the public domain or as required by law or any
applicable regulatory authority (and even then to the extent practicable) and except
with respect to information already in the public domain or previously approved by the
other party, ONCOTHYREON and MERCK shall each provide to the other party a copy of any
proposed press release and the other party shall provide any comments with respect
thereto within the same period of time (which shall be specified, but shall not be less
than twenty-four (24) hours) as the party proposing to issue such press release has
permitted for its own internal review. If no comments are received by the issuing
party within the permitted review period, the press release in question shall be deemed
to have been approved by the other party. If comments are received by the issuing
party within the permitted review period, then the issuing party shall seriously and in
good faith consider such comments and, to the extent such comments are not incorporated
in such press release, only the minimum legally or regulatorily required disclosure
shall be made with respect to such matters.8.6.3
    
    Scientific Publications.MERCK, and not ONCOTHYREON (except with respect to research which took place on or
before the EFFECTIVE DATE), shall have the right to present at symposia,
professional meetings, and to publish in academic journals or other similar
publications, accounts of its research relating to the ONCOTHYREON TECHNOLOGY, the
PRODUCT, ONCOTHYREON IMPROVEMENTS, MERCK IMPROVEMENTS and JOINT IMPROVEMENTS which
are the subject of this AGREEMENT, provided that MERCK shall have furnished a copy
of the proposed disclosure at least sixty (60) days in advance of the presentation
or publication date to ONCOTHYREON. ONCOTHYREON shall use the sixty (60) day
period to evaluate the disclosure for patentable content and to, if it so
determines, pursue patent protection with respect thereto.
 ARTICLE 9  INVENTIONS AND PATENTS
 Section 9.1 JOINT IMPROVEMENTS
  
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28 Section 9.2 ONCOTHYREON IMPROVEMENTS
  Section 9.3 MERCK IMPROVEMENTS
  Section 9.4 Determination of Inventorship
  Section 9.5 Invention Disclosure
  Section 9.6 Independent Use of JOINT IMPROVEMENTS
  
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29  Section 9.7 Prosecution and Maintenance of Joint Patents
 9.7.1
    
    Filing, Prosecution and Maintenance. ONCOTHYREON and MERCK shall
determine, with respect to each JOINT IMPROVEMENT, the procedure and responsibility for
filing, prosecuting and maintaining patent applications with respect to such JOINT
IMPROVEMENTS. Unless otherwise agreed in writing, all reasonable costs incurred with
respect to the filing, prosecution and maintenance of patent applications and patents
covering JOINT IMPROVEMENTS, including fees and expenses of patent counsel, shall be
borne equally by the parties. Notwithstanding that one party may be delegated
responsibility for filing, prosecuting and maintaining patent applications with respect
to a particular JOINT IMPROVEMENT, the other party must approve in writing the taking
of any material action with respect thereto including without limitation approving any
patent application prior to filing. Both ONCOTHYREON and MERCK shall have the right to
participate fully in the formation and implementation of patent strategy.9.7.2
    
    Cooperation. Each party shall reasonably make available to the other
party or its authorized attorneys, agents or representatives, its employees, agents or
consultants (including, without limitation, AFFILIATES of MERCK) necessary or
appropriate to enable the appropriate party to file, prosecute and maintain patent
applications and resulting patents with respect to all JOINT IMPROVEMENTS, for a period
of time sufficient for such party to obtain the assistance it needs from such
personnel. All reasonable costs incurred by either party in providing such cooperation
shall be shared equally by the parties.9.7.3
    
    Failure to Agree. In the case of a failure of ONCOTHYREON and MERCK
to agree upon whether or in which countries patent applications should be filed and
prosecuted for JOINT IMPROVEMENTS, the party which desires to proceed may file and
prosecute the patent applications in its own name and at its own expense, and shall
maintain such patents at its own expense. If either ONCOTHYREON or MERCK wishes to
discontinue its portion of payment for maintenance of any patent on the JOINT
IMPROVEMENTS, such party may do so with prior written notice to the other party, and
the other party may maintain such patent on the JOINT IMPROVEMENTS at its own expense.
Notwithstanding the foregoing, either party may reacquire its rights in any patents or
patent applications in any country relating to the JOINT IMPROVEMENTS by paying its
portion of any costs incurred by the other party to such other party.
 Section 9.8 No Waiver
  
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30 Section 9.9 Cooperation with Respect to Patents
 9.9.1
    
    The parties acknowledge and agree that it is in their mutual interest to
cooperate with respect to the filing, prosecution and maintenance of the ONCOTHYREON
PATENT RIGHTS in the FIELD. Therefore, with respect to the ONCOTHYREON PATENT RIGHTS
in the FIELD, ONCOTHYREON agrees to keep MERCK informed on a regular basis of its
patent strategy, proposed new patent applications and the filing and status of any
patent application or patent and to consider in good faith any comments or suggestions
of MERCK with respect thereto, subject to MERCK agreeing to appropriate safeguards with
respect to the ownership of such proprietary rights. MERCK agrees to hold such
disclosure from ONCOTHYREON on a confidential basis under the same terms regarding
confidentiality as described in article 8.9.9.2
    
    Subject to the other provisions of this article 9, ONCOTHYREON covenants and
agrees to use reasonable commercial efforts to prosecute and, prior to the expiration
or termination thereof, defend and maintain the ONCOTHYREON PATENT RIGHTS in the CORE
PATENT COUNTRIES during the term of this AGREEMENT, provided that ONCOTHYREON may at
any time, upon written notice to MERCK, cease prosecuting, defending and/or maintaining
any patent and/or patent application forming part of the ONCOTHYREON PATENT RIGHTS and
shall, if requested in writing by MERCK within forty-five (45) days of the receipt by
MERCK of the aforementioned written notice from ONCOTHYREON, assign such patent and/or
patent application, either in total or on a country-by-country basis, to MERCK. In the
event that MERCK requests to take over any such patent or patent application as
aforesaid, MERCK shall be responsible for all costs and expenses incurred in connection
with transferring such rights to MERCK and all ongoing costs and expenses in connection
with the prosecution, defence and maintenance of such rights (including without
limitation any liability and/or amounts payable with respect thereto pursuant to
section 10.2). Notwithstanding the foregoing but always subject to the other
provisions of this article 9, MERCK shall have the right in circumstances where MERCK
has assumed such obligations as aforesaid, at MERCKS election, to (i) charge to
ONCOTHYREON all reasonable costs and expenses incurred by MERCK or its designated
AFFILIATE in connection with the prosecution, defence and maintenance of such patent or
patent application in such CORE PATENT COUNTRY notwithstanding the assignment thereof
to MERCK, or (ii) deduct such reasonable costs and expenses incurred by MERCK or its
designated AFFILIATE in connection with the prosecution, defence and maintenance of
such patent or patent application in such CORE PATENT COUNTRY from any payment
obligations that MERCK has vis-à-vis ONCOTHYREON or its AFFILIATES under this
AGREEMENT.
 Section 9.10 Merck Manufacturing Activities
  
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31  ARTICLE 10  PATENT INFRINGEMENT
 Section 10.1 Infringement by Third Parties
 10.1.1
    
    Notification. If any claims in ONCOTHYREON PATENT RIGHTS licensed to MERCK
hereunder or in patent rights covering a JOINT IMPROVEMENT (JOINT IMPROVEMENT PATENT
RIGHTS) are believed to be infringed by a third party in a country where PRODUCT is
being or will be sold, the party first having knowledge of such infringement shall
promptly so notify the other party in writing. Such notice shall set forth in
reasonable detail the facts of that infringement as are then known.10.1.2
    
    Initiating Proceedings. ONCOTHYREON shall have the primary right, but not
the obligation, to initiate, prosecute, and control any action or proceeding with
respect to such infringement. If ONCOTHYREON fails to initiate proceedings intended to
remedy such infringement within ninety (90) days of receiving written notice of such
infringement, then MERCK may bring and control any such action. If one party initiates
proceedings intended to remedy such infringement, then the other party shall be kept
fully informed with respect to such proceedings and shall be consulted in relation to
all material discussions concerning such proceedings. Further, the other party agrees
to cooperate and give reasonable assistance, including agreeing to be joined as a party
plaintiff if suit is filed. The party which brings and controls proceedings against an
alleged infringer will do so at its own expense. If the other party chooses to be
represented by counsel of its own choice in any such proceeding, then that party may be
so represented, but at its own expense.10.1.3
    
    Distribution of Awards. Any monetary award received as a result of
proceedings contemplated by this section 10.1 shall first be used to compensate
ONCOTHYREON and MERCK for their respective reasonable expenses incurred in connection
with such proceedings (provided that if the monetary award is not sufficient to
compensate both ONCOTHYREON and MERCK for their reasonable expenses incurred in
connection with such proceedings, then such monetary award shall be apportioned pro
rata based on the reasonable expenses of each of the parties). Any award monies
remaining after such reimbursement shall (to the extent such award monies represent
compensation for lost SALES of PRODUCT) be added to NET SALES for the calendar quarter
in which they are received and then dealt with in the manner prescribed in this
AGREEMENT for such NET SALES. Any remaining award monies which do not represent
compensation for lost sales of PRODUCT shall be shared equally by the parties.10.1.4
    
    Voluntary Disposition. No settlement or consent judgment or other voluntary
final disposition of a suit under this section 10.1 may be entered into by either
 
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32  Section 10.2 Claims Against ONCOTHYREON TECHNOLOGY and JOINT TECHNOLOGY
 10.2.1
    
    Notice.
 10.2.1.1
    
    If a third party asserts that a patent or other right owned by it is
infringed by ONCOTHYREONs and/or MERCKs use or sale in the manner prescribed
in this AGREEMENT of any ONCOTHYREON PATENT RIGHTS, the party first obtaining
knowledge of such claim shall immediately provide the other party with written
notice of such claim and the related facts as are then known, in reasonable
detail. ONCOTHYREON shall have the primary right, but not the obligation to,
control the defense and settlement of any such claim at its expense. If
ONCOTHYREON fails to assume the control and settlement of any such claim within
ninety (90) days of receiving written notice thereof, then MERCK may control
the defense and settlement of such action. The controlling party shall keep
the non-controlling party fully informed with respect to all matters in
relation to such claim and shall consult with the non-consulting party in
relation to all material discussions concerning such claim and the defense
thereof. The non-controlling party agrees to cooperate and provide reasonable
assistance in defending such claims. No settlement shall be entered into
without the prior written consent of ONCOTHYREON and MERCK, such consent not to
be unreasonably withheld.10.2.1.2
    
    If a third party asserts that a patent or other right owned by it is
infringed by the use, in the manner prescribed in this AGREEMENT, of any JOINT
IMPROVEMENTS, the party first obtaining knowledge of such claim shall
immediately provide the other party with written notice of such claim and the
related facts as are then known, in reasonable detail. Both parties shall
share in the control of the defense and settlement of any such claim. Each
party shall keep the other party fully informed with respect to all matters in
relation to such claim and shall consult with the other party in relation to
all material discussions concerning such claim and the defense thereof. The
parties agree to cooperate and provide reasonable assistance to the other in
defending such claims. No settlement shall be entered into without the prior
written consent of ONCOTHYREON and MERCK, such consent not to be unreasonably
withheld.
 10.2.2
    
    Damages.
 10.2.2.1
    
    Subject to section 10.2.3, after complying fully with the procedures set
forth in section 10.2.1.1, any damages or other payments that result from a
claim of infringement as specified in section 10.2.1.1 that are
 
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33 required to be paid as a result of reaching a settlement with a third
party in the manner prescribed in section 10.2.1.1 or as a result of a
judgment from a competent court (which is unappealable or with respect to
which the appeal period has expired), shall be:
 10.2.2.1.1
    
    shared equally by ONCOTHYREON and MERCK to the extent such
infringement relates to the NA TERRITORY or to the ROW TERRITORY
with respect to JOINT IMPROVEMENTS;10.2.2.1.2
    
    paid by ONCOTHYREON to the extent such infringement relates
to the NA TERRITORY or the ROW TERRITORY with respect to
ONCOTHYREON PATENT RIGHTS other than IMPROVEMENTS, JOINT
IMPROVEMENTS or as a result of MERCK MANUFACTURING ACTIVITIES; and10.2.2.1.3
    
    paid by MERCK to the extent such infringement relates to
IMPROVEMENTS, MERCK MANUFACTURING ACTIVITIES or to the extent
contemplated in section 10.2.4.
 Finally, the reasonable costs and expenses of the parties in defending
and settling any such action shall be borne by the responsible
party(ies) as set forth above.10.2.2.2
    
    After complying fully with the procedures set forth in section 10.2.1.2,
any damages or other payments that result from a claim of infringement as
specified in section 10.2.1.2 that are required to be paid as a result of
reaching a settlement with a third party in the manner prescribed in section
10.2.1.2 or as a result of a judgment from a competent court (which is
unappealable or with respect to which the appeal period has expired), shall be
shared equally by ONCOTHYREON and MERCK. Finally, the reasonable costs and
expenses of the parties in defending and settling any such action shall be
shared equally by ONCOTHYREON and MERCK.
 10.2.3
    
    Royalty Payable to Third Party.In the event that MERCK, after permitting ONCOTHYREON to defend against any such
allegation of infringement in the manner provided for in this article 10, is
obligated to pay a royalty to a third party (for which ONCOTHYREON is liable
pursuant to section 10.2.2.1) because the use and sale in the manner specified in
this AGREEMENT of PRODUCT in a country in the ROW TERRITORY or the NA TERRITORY
infringes one or more patents held by a third party claiming subject matter that is
also claimed in the ONCOTHYREON PATENT RIGHTS (but excluding ONCOTHYREON
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34 IMPROVEMENTS, JOINT IMPROVEMENTS and MERCK MANUFACTURING ACTIVITIES), then MERCK may
reduce the royalties otherwise payable to ONCOTHYREON under section 6.3 of this
AGREEMENT for PRODUCT in the applicable country by fifty percent (50%) of the amount
of all such royalties, license fee and other license payments properly paid by MERCK
to such third party, provided that in no circumstances shall the royalties otherwise
payable under this AGREEMENT by MERCK to ONCOTHYREON for PRODUCT in such country be
reduced to less than sixty percent (60%) of the amount otherwise payable.10.2.4
    
    Subject to Section 9.9.2.The provisions of this section 10.2 do not apply to any ONCOTHYREON PATENT RIGHTS
taken over by MERCK under section 9.9.2 to the extent that MERCKs (or those of its
AFFILIATES and their respective sublicensees, DISTRIBUTORS, contract manufacturers,
assignees and/or transferees) acts or omissions have contributed to the infringement
in question or claim thereof, and in all such cases and to the extent that MERCKs
(or those of its AFFILIATES and their respective sublicensees, DISTRIBUTORS,
contract manufacturers, assignees and/or transferees) acts or omissions have
contributed to the infringement in question or claim thereof, MERCK shall be solely
responsible for all payments, costs and expenses in connection therewith.
 ARTICLE 11  TERM AND TERMINATION
 Section 11.1 Term and Expiration
 th
 Section 11.2 Early Termination
  11.2.1
    
    by mutual written agreement of ONCOTHYREON and MERCK, effective as of the time
specified in such written agreement; or11.2.2
    
    by either party, upon any breach of this AGREEMENT by the other party of any
obligation to make payments required hereunder, which failure to make payment is not
the subject of a legitimate, good faith dispute between the parties, provided, however,
that the party alleging such breach must first give the other party written notice
thereof, which notice must identify the breach in reasonable detail and that the party
giving such notice views such alleged breach as a basis for terminating this AGREEMENT
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35 must have failed to cure such alleged breach within forty-five (45) days after
receipt of such notice; or11.2.3
    
    by either party, upon any material breach of this AGREEMENT by the other party,
provided, however, that the party alleging such material breach must first give the
other party written notice thereof, which notice must identify the breach in reasonable
detail and that the party giving such notice views such alleged material breach as a
basis for terminating this AGREEMENT under this section 11.2.3 and the party receiving
such notice must have failed to cure such alleged material breach within ninety (90)
days after receipt of such notice or, such longer period of time as the party alleging
such material breach may agree to in writing as a result of the good faith efforts of
the other party to resolve such material breach in a timely manner; or11.2.4
    
    by either party, in the event that the other party institutes any proceedings under
any statute or otherwise relating to insolvency or bankruptcy, or should any
proceedings under any such statute or otherwise be instituted against such party and
not be dismissed or vacated within ninety (90) days of the date of commencement of such
proceedings;11.2.5
    
    by MERCK upon thirty (30) days prior written notice to ONCOTHYREON if, in the
exercise of MERCKs reasonable judgment, MERCK determines that there are issues
concerning the safety or efficacy of PRODUCT which materially adversely affects
PRODUCTs medical, economic or competitive viability, provided that if ONCOTHYREON does
not agree with such determination and notifies MERCK to that effect within ten (10)
days following receipt by ONCOTHYREON of MERCKs written notice of termination, the
matter shall be submitted to binding arbitration before an expert or expert panel in
the field of clinical drug development, such expert or expert panel to be appointed by
ONCOTHYREON and MERCK in accordance with the procedure under section 14.7 of this
AGREEMENT.
 Section 11.3 Continuing Liability
  Section 11.4 Disposition of Inventory
  
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36  Section 11.5 Rights and Cooperation on Termination
  Section 11.6 Rights and Cooperation on Expiration
  
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37  ARTICLE 12  REPRESENTATIONS AND WARRANTIES
 Section 12.1 Corporate Existence and Power
  Section 12.2 Authorization and Enforcement of Obligations
  Section 12.3 Consents
  
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38 Section 12.4 No Conflict
  Section 12.5 Authorization of Obligations
  Section 12.6 ONCOTHYREON Representations
 12.6.1
    
    ONCOTHYREON represents and warrants to MERCK that as of the EFFECTIVE DATE (but
subject to section 2.3 and the need to obtain the consents of the licensees under the
THIRD PARTY LICENSES):
 12.6.1.1
    
    to ONCOTHYREONs knowledge after due inquiry, ONCOTHYREON is the sole owner
of, or the exclusive licensee or sublicensee (on the terms described in the
applicable licensee agreement) in the NA TERRITORY and the ROW TERRITORY of the
ONCOTHYREON PATENT RIGHTS and the ONCOTHYREON KNOW-HOW in existence as at the
EFFECTIVE DATE, with the right to grant to MERCK the rights granted in this
AGREEMENT, free and clear (except to the extent specified in the THIRD PARTY
LICENSES) of any liens or encumbrances which would prevent or impair the grant
of such rights;12.6.1.2
    
    ONCOTHYREON has not assigned or conveyed any interest in the ONCOTHYREON
PATENT RIGHTS or the ONCOTHYREON KNOW-HOW in existence as at the EFFECTIVE DATE
and licensed to MERCK under this AGREEMENT, or entered into any agreement or
made any commitment which is inconsistent with or in derogation of the rights
granted to MERCK hereunder;12.6.1.3
    
    as at the EFFECTIVE DATE, ONCOTHYREON has not received from any third party
any written notice to the effect that the ONCOTHYREON PATENTS or the
ONCOTHYREON KNOW-HOW infringe the proprietary rights of any such third party;
 
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39 12.6.1.4
    
    there is no action, suit, proceeding, alternative dispute resolution,
mediation or investigation pending or, to the knowledge of ONCOTHYREON,
threatened against ONCOTHYREON relating to the ONCOTHYREON PATENT RIGHTS or the
ONCOTHYREON KNOW-HOW;12.6.1.5
    
    to ONCOTHYREONs knowledge after due inquiry, no third party rights are
required in order to enable MERCK to enjoy, as currently enjoyed by MERCK as at
the EFFECTIVE DATE, the licenses granted by ONCOTHYREON to MERCK under this
AGREEMENT; and12.6.1.6
    
    to ONCOTHYREONs knowledge after due inquiry, the ICRT LICENSE and the
DANA-FARBER LICENSE are in full force and effect and ONCOTHYREON has no
knowledge of any breach or action by ONCOTHYREON which might give rise to a
breach under such licenses.
 Section 12.7 No Further Representations or Warranties
  Section 12.8 Survival of Representations and Warranties
  ARTICLE 13  INDEMNIFICATION
 Section 13.1 Indemnification by ONCOTHYREON
  
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40  Section 13.2 Indemnification by MERCK
  Section 13.3 Procedure
 provided, however provided, however
 
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41  ARTICLE 14  MISCELLANEOUS
 Section 14.1 Force Majeure
  Section 14.2 Independent Contractor
  Section 14.3 Survival
  Section 14.4 Notice
   
 
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42  
  
  
 Section 14.5 Waivers
  Section 14.6 Applicable Law
  Section 14.7 Dispute Resolution
  
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43  Section 14.8 Assignment
  Section 14.9 Currency
  Section 14.10 Payment of taxes
  14.10.1
    
    deduct those taxes from the amount of such payment due to the receiving party,14.10.2
    
    pay the taxes to the proper taxing authority in a timely manner, and14.10.3
    
    send proof of payment to the receiving party within sixty (60) days following that
payment.
 
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44  Section 14.11 Interest
  Section 14.12 Sublicensees
  Section 14.13 Limitation
  Section 14.14 Severability
  Section 14.15 Integration Clause
  
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45  Section 14.16 U.S. Dollars
  Section 14.17 Amendment of Agreement
  Section 14.18 Third Parties
  Section 14.19 No Further Representations or Warranties
  Section 14.20 Non-Solicitation
  Section 14.21 Counterparts
   Merck KGaA
    
    
    
    Biomira Management Inc.By:
    
    /s/ Andreas Stickler
    
    
    
    By:
    
    /s/ Robert L. Kirkman, M.D.Title: Head of M&A
    
    
    
    
    
    Title: President & CEOANDBy:
    
    /s/ Jens EckhardtTitle: Associate General Counsel
    
    
    
    [IN DUPLICATE]
 
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46 APPENDIX 1
 CORE PATENT COUNTRIES
  
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47 APPENDIX 2
 ONCOTHYREON KNOW-HOW
  
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48 APPENDIX 3
 ONCOTHYREON PATENT RIGHTS
  
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49 APPENDIX 4
 PROTOCOL FOR PHASE III CLINICAL TRIAL  OF BLP25 FOR NON-SMALL CELL LUNG CANCER
  
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50 APPENDIX 5
 TRADEMARKS
 TRADE-MARK STATUS FOR THEXOPE
(UPDATED DECEMBER 18, 2008)
 COUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    STATUS
    
    REGISTEREDU.S.
    
    Biomira Inc.
Assigned to
Oncothyreon Canada
Inc. effective Dec
10, 2007 since we
could not seek an
extension of time
to file a DOU
unless the current
owner made such a
request. Biomira
Inc. was not longer
an entity as it had
merged and changed
its name.
    
    January 26, 2007
    
    77/092,486
    
    Initial U.S.
application lapsed
as use had not
commenced before
deadline for filing
a declaration of
use and payment.
Based on
instructions, we
have re-filed an
application in the
U.S. on an
intent-to use
basis.
Mark was published
in the Official
Gazette on November
6, 2007.
Any third party
will have 30 days
within which to
oppose (extendable
out to 120 days
from November 6,
2007 without
consent and an
additional 60 days
with consent)
    
    Immunological
preparations used
for the prevention
and treatment of
cancer.Mark was allowed
and a DOU must be
filed by January
29, 2009
 TRADE-MARK STATUS FOR JEXAVE
(UPDATED DECEMBER 18, 2008)
 COUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    STATUS
    
    REGISTEREDU.S.
    
    Biomira Inc.
Assigned to
Oncothyreon Canada
Inc. effective Dec
10, 2007 since we
could not seek an
extension of time
to file a DOU
unless the current
owner made such a
request. Biomira
Inc. was not longer
an entity as it had
merged and changed
its name.
    
    January 26, 2007
    
    77/092,474
    
    Initial U.S.
application lapsed
as use had not
commenced before
deadline for filing
a declaration of
use and payment.
Based on
instructions, we
have re-filed an
application in the
U.S. on an
intent-to use
basis.
Mark was published
in the Official
Gazette on November
6, 2007.
Any third party
will have 30 days
within which
    
    Immunological
preparations used
for the prevention
and treatment of
cancer.




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51 COUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    STATUS
    
    REGISTEREDto
oppose (extendable
out to 120 days
from November 6,
2007 without
consent and an
additional 60 days
with consent)
Mark was allowed
and a DOU must be
filed by January
29, 2009.
 TRADE-MARK STATUS FOR SIATOPE
(UPDATED DECEMBER 18, 2008)
 COUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    STATUS
    
    REGISTEREDBenelux
    
    Biomira B.V.
    
    April 5, 2005
    
    763778
    
    Registered and
protected until
March 16, 2015.
Name change
submitted and
recorded.
    
    Pharmaceutical and
veterinary
preparations.United States
    
    Biomira Inc.
Assigned to
Oncothyreon Canada
Inc. effective Dec
10, 2007 since we
could not seek an
extension of time
to file a DOU
unless the current
owner made such a
request. Biomira
Inc. was not longer
an entity as it
    
    January 26, 2007.
Notice of Allowance
January 29, 2008
    
    Serial number 77/092,448
    
    Office Action was
issued requiring a
clarification of
goods. The earlier
SIATOPE application
was abandoned on
February 4, 2007
due to failure to
file a declaration
of use after the
last extension of
time. Based on
instructions, we
re-filed on an
intent to use
    
    Immunological
preparations used
for the prevention
and treatment of
cancer.




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52 COUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    STATUS
    
    REGISTEREDhad merged and
changed its name.
    
    
    
    
    
    basis.
Mark was published
in the Official
Gazette on November
6, 2007.

Any third party
will have 30 days
within which to
oppose (extendable
out to 120 days
from November 6,
2007 without
consent and an
additional 60 days
with consent)
Mark was allowed
and a DOU must be
filed by July 29,
2008. Extension
granted to January
29, 2009
 TRADE-MARK STATUS FOR STENVAX
(UPDATED DECEMBER 18, 2008)
 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDEU
    
    Biomira B.V.
    
    06/09/05
Priority date:
16/03/05 based on
Benelux 
application
    
    004620258
    
    Certificate issued.
Trade-mark
protected until
September 6, 2015.

Name change to
Merck KGaA
recorded.
    
    Pharmaceutical and
veterinary
preparations.Benelux
    
    Biomira B.V.
    
    06/09/05
    
    Certificate number
763776
    
    Certificate issued.
Trade-mark
protected until
March 16, 2015.

Name change
recorded.
    
    Pharmaceutical and
veterinary
preparations.




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53 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDIR  WIPO
    
    Biomira B.V.
    
    06/09/05
    
    IR Number 863163
    
    Certificate issued.

Name change to
Merck KGaA
recorded.

Protected in 36
countries (see
attached) until
September 6, 2015
as per instructions
March 3 and August
30, 2005.
Singapore office
advised the mark is
protected.
North Korean office
extends protection.

South Korean office
issued a
preliminary
refusal. Response
submitted and
refusal lifted.

 Certificate issued.

Japan notified that
mark is registered.

Australia notified
that mark is
registered

Norway notified
that protection
extended.

Turkey notified
that protection
extended

Romania 
    
    Pharmaceutical and
veterinary
preparations.

(except in Romania,
pharmaceutical
products only).




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54 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDpreliminary refusal
of protection based
on STAMVAX
registered for
Veterinary
products.
Protection extended
for pharmaceutical
products only.

Georgia notified
that protection
extended.

U.S.A. 
preliminary
objection overcome.
Mark registered
March 11, 2008.
Certificate
received.

Montenegro protectedUnited States
    
    Biomira B.V.
    
    
    
    76/504,953 (abandoned)
Registration 3,395,103
(subsequent
designation via WIPO)
79/034,455
    
    Initial U.S.
application
abandoned for
failure to file a
DOU by Feb 3, 2007.

Subsequent
designation via
WIPO of USA
registered March
11, 2008.
Certificate
received.
    
    Immunological
pharmaceutical
preparations used
for the prevention
and treatment of
cancer.Canada
    
    Biomira Inc.
    
    14/12/05
    
    1283920
    
    Allowed.
Declaration of use
and fee must be
submitted by
    
    Immunological
pharmaceutical
preparations used
for the prevention
or treatment of




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55 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDJune 14, 2009
    
    cancer.New Zealand
    
    Biomira B.V
    
    08/09/05
    
    735373
    
    Certificate
received.
Trade-mark
protected until
March 16, 2015.

Name change
recorded.
    
    Pharmaceutical and
veterinary
preparations.South Africa
    
    Biomira B.V.
    
    07/09/05
    
    2005/18911
    
    Notice of Allowance
granted. To be
published January
29, 2009, followed
by a 3 month
opposition period.

Name change recordedArgentina
    
    Biomira Europe B.V.
    
    14/09/05
    
    2.174.144
    
    Published November
9, 2005. Opposed
by owners of
OPENVAS. Opponent
has withdrawn
opposition based on
an agreement with
local counsel to
limit our list of
goods and services.

Registered until
August 9, 2017.
Renewable for 10
years. Must use in
last five years
before renewal and
subject to
cancellation if not
used during a 5
year period.
    
    Pharmaceutical
preparations for
human use,
excluding
pharmaceuticals for
the treatment of
erectile
dysfunction.
This description is
based on
negotiations with
the opponent,
LABORATORIO KAMPEL.
Certificate
Received.




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##### 



56 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDBolivia
    
    Biomira Europe B.V.
    
    15/09/05
    
    120046
    
    Registered until
March 2, 2017
    
    Pharmaceutical and
veterinary
preparations.Brazil
    
    Biomira BV
    
    18/10/05
    
    827760299
    
    Published in
Gazette.
Instructions
provided to proceed
to registration May
2008

Effectively
registered as of
July 08; waiting
for certificate
    
    Pharmaceutical and
veterinary
preparations.Chile
    
    Biomira Europe B.V.
    
    15/09/05
    
    750.682
    
    Certificate
received.
Trade-mark
protected until
February 14, 2016.

Priority claim not
reflected. Issue
being resolved.

A registered mark
must be shown with
the words Marca
Registrada or the
initials M.R. or ®
    
    Pharmaceutical and
veterinary
preparations.Colombia
    
    Biomira Europe B.V.
    
    15/09/05
    
    05-093.461
    
    Registered until
June 14, 2016

Must be used within
3 years of
registration in one
of the countries of
the Andean
Community Pact to
avoid cancellation
by a third party
for non-use
    
    Pharmaceutical and
veterinary
preparations.




---



##### 



57 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDEcuador
    
    Biomira Europe B.V.
    
    9/9/05
    
    161784
    
    Certificate
received.
Trade-mark
protected until
October 12, 2016
    
    Pharmaceutical,
veterinary and
sanitary products;
dietary substances
for medical use,
food for babies;
poultices, material
for priests
(dressings)
materials to fill
the teeth and for
dental molds;
disinfectant;
products for the
destruction of
harmful animals;
fungicides,
herbicides.Mexico
    
    Biomira B.V.
    
    19/09/05 (due to a
national holiday on
the
15th)
    
    918964
    
    Certificate
received.
Trade-mark
protected until
September 19, 2015.
    
    Pharmaceutical and
veterinary
preparations.Peru
    
    Biomira Europe B.V.
    
    09/09/05
    
    254052-2005
    
    Certificate
received.
Trade-mark
protected until May
5, 2016.
    
    Pharmaceutical
preparations and
veterinary
medicine.Venezuela
    
    Biomira Europe B.V.
    
    13/09/05
    
    20170-05
P-274382
    
    Cleared for
registration
October 25, 2006.
It may take up to
two years until the
registration
certificate is
issued.
    
    Pharmaceutical and
veterinary
preparations.Hong Kong
    
    Biomira Europe B.V.
    
    10/09/05
    
    300493083
    
    Certificate
received.

Trade-mark
protected until
September 9,
    
    Pharmaceutical and
veterinary
preparations.




---



##### 



58 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTERED2015. 
  must be
used within 3 years
or can be attacked
for non-use
Name change to
Merck KGaA
recorded.India
    
    Biomira Europe B.V.
    
    16/09/05
    
    1385354
    
    Filed. Objections
raised by
Trade-mark office
regarding
confusingly similar
names. It appears
to be routine
practice in India
for the Office to
raise an objection
to any application
that may be
remotely similar to
existing marks.
Local counsel has
filed compelling
objections to the
Examiners report
and are awaiting a
response regarding
a hearing date.
Hearing occurred
and arguments
accepted. Mark
will now be
published.
    
    Pharmaceutical and
veterinary
preparations.Indonesia
    
    Biomira B.V.
    
    14/12/05
    
    D00.2005.019211
    
    Registered until
December 14, 2015.
    
    Pharmaceutical and
veterinary
preparations.Israel
    
    Biomira B.V.
    
    7/09/05
    
    183511
    
    Registered until
September 7,
    
    Pharmaceutical
preparations for




---



##### 



59 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTERED2015
Name change
recorded.
    
    the prevention and
treatment of
cancer.Lebanon
    
    Biomira BV
    
    13/09/05
    
    103792
    
    Certificate issued.
Protected until
September 13, 2020.

Name change
recorded.
    
    Pharmaceutical and
veterinary
preparations.Malaysia
    
    Biomira Europe B.V.
    
    09/09/05
    
    05015148
    
    Registered until
March 16, 2015.
Must use mark by
November 2010 at
the latest and mark
is subject to
cancellation if not
used during a three
year period.
    
    Pharmaceutical and
veterinary
preparations.
Certificate
received.Taiwan
    
    Biomira Europe B.V.
    
    08/09/05
    
    094043194
    
    Certificate issued.
Protected until
June 15, 2016.
Should be used
within 3 years of
registration
    
    Pharmaceutical and
veterinary
preparations.U.A. Emirates
    
    Biomira Europe B.V.
    
    14/09/2005
    
    73130
    
    Registered until
September 14, 2015
    
    Pharmaceutical
preparations and
veterinary.
 TRADE-MARK STATUS FOR STIMRIS
(UPDATED DECEMBER 18, 2008)
 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDEU
    
    Biomira B.V.
    
    16/03/2005
    
    004341442
    
    Certificate issued
(awaiting receipt).

Protected in
    
    Pharmaceutical and
veterinary
preparations.




---



##### 



60 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTERED25 EU
member states until 

March 16, 2015. 

Name change to
Merck KGaA
recorded.Benelux
    
    Biomira B.V.
    
    12/08/2005
    
    Certificate number
763779
    
    Certificate issued.
Trade-mark
protected until
March 16, 2015.

Name change
recorded.
    
    Pharmaceutical and
veterinary
preparations.IR  WIPO
    
    Biomira B.V.
    
    12/08/2005
    
    IR number 863224
    
    Certificate issued.

Name change to
Merck KGaA
recorded.

Protected in 51
countries (see
attached) until
August 12, 2015 as
per instructions
March 3 and August
30, 2005.

Singapore office
advised the mark is
protected.

North Korean office
extends protection.

South Korean office
issued a
preliminary
refusal. Response
submitted and
    
    Pharmaceutical and
veterinary
preparations.




---



##### 



61 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDrefusal lifted.
Certificate issued

Japan-Certificate
issued.

Australia notified
that mark is
registered and
protected until
August 12, 2015.

Norway notified
that protection
extended.

Turkey notified
that protection
extended

Georgia extends
protection.

Syria extends
protection.

Armenia extends
protection.

U.S.A. 
preliminary
objection overcome.
Mark registered
March 11, 2008.

Certificate
received.

Montenegro protectedNetherlands
Antilles
    
    Biomira Europe B.V.
    
    16/03/2005
    
    11278
    
    Registered.

May 18, 2005.
Certificate
    
    Pharmaceutical and
veterinary
preparations




---



##### 



62 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDissued.
Protected until
March 16, 2015.United States
    
    Biomira B.V.
    
    08/04/2003
    
    Serial number
76/504,971
(abandoned)

Registration
3,395,128
(subsequent
designation via
WIPO) Serial
79/035,623
    
    Requires filing of
a Declaration of
Use.
5th and
final extension
obtained until Feb
3, 2007. Abandoned.

Certificate of
Registration
received.
Subsequent
designation via
WIPO of USA
registered March
11, 2008 based on
filing of
Declaration of
Intent to Use
    
    Immunological
pharmaceutical
preparations used
for the prevention
and treatment of
cancer.Canada
    
    Biomira Inc.
    
    10/03/2005
    
    1250588
    
    Application was
allowed. A DOU
needs to be filed.
An extension of
time was granted to
March 2009
    
    Immunological
pharmaceutical
preparations used
for the prevention
or treatment of
cancer.New Zealand
    
    Biomira B.V.
    
    08/09/05
    
    735372
    
    Certificate issued.
Trade-mark
protected until
March 16, 2015.

Name change
recorded.
    
    Pharmaceutical and
veterinary
preparationsSouth Africa
    
    Biomira B.V.
    
    07/09/05
    
    2005/18910
    
    Application
accepted for
advertisement for
Journal




---



##### 



63 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDMarch 26,
2008. 3 month
opposition period
follows.
Name change
recorded.Argentina
    
    Biomira Europe B.V.
    
    14/09/05
    
    2.618.031
    
    Published November
9, 2005.

TM registered until
November 26, 2016.
Certificate
received
    
    Pharmaceutical
preparations and
veterinary
preparations
Biomira BV filed
opposition against
trade-mark SIMRAS
owned by Ferrer
Internacional SA.
Opponent has not
been in touch with
our local counsel
as of May 8, 2008
and we are waiting
to see whether they
will restrict the
list of goods and
services in their
application.Bolivia
    
    Biomira Europe B.V.
    
    15/09/05
    
    120047
    
    Registered until
March 2, 2017
    
    Pharmaceutical and
veterinary
preparationsBrazil
    
    Biomira BV
    
    18/10/05
    
    827760310
    
    Published in
Gazette.
Instructions
provided to proceed
to registration May
08
Effectively
    
    Pharmaceutical and
veterinary
preparations.




---



##### 



64 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDregistered as of
July 08; waiting
for certificateChile
    
    Biomira Europe B.V.
    
    15/09/05
    
    750.683
    
    Certificate
received.
Trade-mark
protected until
February 14, 2016.

Priority claim not
reflected. Issue
being resolved.

A registered mark
must be shown with
the words Marca
Registrada or the
initials M.R. or ®
    
    Pharmaceutical and
veterinary
preparations.Colombia
    
    Biomira Europe B.V.
    
    15/09/05
    
    05-093-460
    
    Certificate
received.
Trade-mark
protected until May
5, 2016.

Must be used within
3 years of
registration to
avoid attack.
    
    Pharmaceutical and
veterinary
preparations.Ecuador
    
    Biomira Europe B.V.
    
    9/9/05
    
    161785
    
    Certificate
received.
Trade-mark
protected until
October 12, 2016
    
    productos
farmacéuticos,
veterinarios e
higiénicos;
sustancias
dietéticas para uso
médico, alimentos
para bebés;
emplastos, material
para curas
(apósitos)
materials para
empastar los




---



##### 



65 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDdientes y para
moldes dentales;
desinfectantes;
productos para la
destrucción de
animales dañinos;
fungicidas,
herbicidas.

pharmaceutical,
veterinary and
sanitary products;
dietary substances
for medical use,
food for babies;
poultices, material
for priests
(dressings)
materials to fill
the teeth and for
dental molds;
disinfectant;
products for the
destruction of
harmful animals;
fungicides,
herbicides.Mexico
    
    Biomira B.V.
    
    19/9/05 (due to a
national holiday on
the
15th)
    
    918963
    
    Certificate
received.
Trade-mark
protected until
September 19, 2015.
    
    Pharmaceutical and
veterinary
preparations.Peru
    
    Biomira Europe B.V.
    
    09/09/05
    
    254054-2005
    
    Certificate
received.
Trade-mark
protected until May
5, 2016.
    
    Pharmaceutical
preparations and
veterinary
medicine.Venezuela
    
    Biomira Europe B.V.
    
    13/09/05
    
    20169-05
P-274381
    
    Cleared for
registration
October 25,
    
    Pharmaceutical and
veterinary
preparations.




---



##### 



66 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTERED2006.
It may take up to
two years until the
registration
certificate is
issued.Hong Kong
    
    Biomira Europe B.V.
    
    10/09/05
    
    300493092
    
    Certificate
received.
Trade-mark
protected until
September 9, 2015.

  must be used
within 3 years or
can be attacked for
non-use

Name change to
Merck KGaA
recorded.
    
    Pharmaceutical and
veterinary
preparations.India
    
    Biomira Europe B.V.
    
    16/09/05
    
    1385353
    
    Filed. Objections
raised by
Trade-mark office
regarding
confusingly similar
names. It appears
to be routine
practice in India
for the Office to
raise an objection
to any application
that may be
remotely similar to
existing marks.
Local counsel has
filed compelling
objections to the
    
    Pharmaceutical and
veterinary
preparations.




---



##### 



67 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDExaminers report
and are awaiting a
response.

February 19, 2008
 the application
has been published;
however, there are
significant errors
on the record and
local counsel has
been notified to
correct them.Indonesia
    
    Biomira B.V.
    
    14/12/05
    
    D00.2005.019212
    
    Registered until
December 14, 2015
    
    Pharmaceutical and
veterinary
preparations.Israel
    
    Biomira B.V.
    
    7/09/05
    
    183510
    
    Registered until
September 7, 2015

Typographical
filing error to be
corrected by local
counsel.

Name change
recorded.
    
    Pharmaceutical
preparations for
the prevention and
treatment of
cancer.Lebanon
    
    Biomira BV
    
    13/09/05
    
    103793
    
    Certificate issued.
Protected until
September 13, 2020.

Name change
recorded.
    
    Pharmaceutical and
veterinary
preparations.Malaysia
    
    Biomira Europe B.V.
    
    09/09/05
    
    05015149
    
    Registered until
March 16, 2015.
Must use mark by
    
    Pharmaceutical and
veterinary
preparations.




---



##### 



68 STATUS ANDCOUNTRY/
    
    
    
    FILING
    
    FILING/REGISTRATION
    
    SPECIAL
    
    GOODSREGISTRAR
    
    APPLICANT
    
    DATE
    
    NUMBER
    
    NOTES
    
    REGISTEREDmark by
November 2010 at
the latest and mark
is subject to
cancellation if not
used during a three
year period.
    
    Certificate
received.Taiwan
    
    Biomira Europe B.V.
    
    08/09/05
    
    094043196
    
    Certificate issued.
Protected until
June 15, 2016.
Should be used
within 3 years of
registration.
    
    Pharmaceutical and
veterinary
preparations.U.A. Emirates
    
    Biomira Europe B.V.
    
    14/09/05
    
    73129
    
    Registered until
September 14, 2015
    
    Pharmaceutical
preparations and
veterinary.
 
 +
    
    DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION