Addendum shall be granted to Subtenant hereunder (collectively, the “Expansion Rights”),provided however, that any Expansion Rights shall not be subject to the Lease or this Sublease andshall be negotiated in good faith and set forth in a separate written agreement between Subtenantand Landlord and any such agreement shall have no force and effect whatsoever on Sublandlord.          2.2 Condition of Subleased Premises           Sublandlord shall deliver to Subtenant possession of the Subleased Premises on theCommencement Date in good, vacant, broom clean condition (“Possession”). For the avoidance ofdoubt, Sublandlord is in full compliance with Section 8 of the Lease as of the date of thisSublease. If for any reason Sublandlord does not deliver Possession to Subtenant on or prior toMay 15, 2008, rent shall abate until delivery of Possession. If Sublandlord does not deliverPossession of the Subleased Premises on or prior to June 1, 2008, Subtenant shall have a right toterminate this Sublease.     3. Base Rent, Operating Expenses, Security Deposit and First Month’s Rent           3.1 Base Rent           Subtenant shall pay to Sublandlord “Base Rent” in the amount of Thirty Three ThousandTwenty-four and 50/100 Dollars ($33,324.50) simultaneously with the execution of this Sublease,which pre-paid Base Rent shall be applicable to the first month of the Term in which Base Rent ispayable (August 2008), and thereafter as follows:     **Period** **Base Rent**Commencement Date through July 31, 2008 $0 August 1, 2008 through December 17, 2008 $33,324.50 December 18, 2008 through December 17, 2009 $34,839.25 December 18, 2009 through December 17, 2011 $36,354.00      The monthly installments of Base Rent shall be prorated on a per diem basis for the first orlast month of the Term if the Commencement Date or Expiration Date is not the first day or last dayof a calendar month. For avoidance of doubt, the parties agree that (i) Subtenant shall not berequired to pay Base Rent, Operating Services and Real Estate Taxes from the Commencement Datethrough July 31, 2008 and (ii) without limiting the foregoing, that Sublandlord currently pays OneThousand Six Hundred Ninety Dollars per month as its Pro-Rata Share of Operating Services for HVACOT and Subtenant shall be responsible for the HVAC OT payments charged to Sublandlord, if any, asof the Rent Commencement Date.          3.2 Operating Expenses and Real Estate Taxes                (a) In addition to Base Rent, Subtenant shall pay during the Term its Pro-Rata Share ofOperating Services and Real Estate Taxes as set forth in the Lease, as incorporated herein;provided, however, that notwithstanding anything to the contrary in this Sublease, Subtenant shallnot be required to pay any Operating Services or Real Estate Taxes or perform any obligation thatis (i) fairly allocable to any period of time prior to the Commencement Date or following the
-2-

 
expiration or sooner termination of this Sublease or (ii) payable as a result of a default bySublandlord of any of its obligations under the Lease.               (b) Sublandlord shall promptly deliver to Subtenant all invoices and statements submitted toSublandlord by Landlord that document payments of Operating Services or Real Estate Taxes for whichSubtenant is responsible. Subtenant shall have the right afforded Sublandlord under paragraph 19of the Lease Addendum to the Lease to examine the books and records of Landlord for the purpose ofverifying the accuracy of Landlord’s statement of Operating Services. If Landlord does not grantSubtenant a reasonable opportunity to do so, then Sublandlord shall, on behalf of Subtenant andSublandlord, make such examination and Subtenant shall reimburse Sublandlord the reasonable costsof so doing.               (c) Subtenant shall be entitled to a credit against future installments of Operating Servicesand Real Estate Taxes if and to the extent that Sublandlord shall have received such credit fromLandlord and to the extent such credit is fairly allocable to the Operating Services and RealEstate Taxes attributable to the Subleased Premises.          3.3 Security Deposit           Notwithstanding Section 3.1 of this Sublease, Subtenant shall pay to Sublandlord,simultaneously with the execution of this Sublease, a security deposit of One Hundred ThousandDollars ($100,000) (the “Security Deposit”). Promptly following the Expiration Date, Sublandlordshall return the Security Deposit to Subtenant. The Security Deposit shall be sent by wiretransfer to the following account:     4. Use of Premises           The Premises shall be used and occupied only for general office, laboratory and research anddevelopment purposes and for any other purpose permitted under the Lease. Notwithstanding anythingto the contrary in this Sublease or the Lease, Sublandlord waives any right of distraint, distressfor rent or landlord’s lien that may arise at law. Notwithstanding anything to the contrary inthis Sublease or the Lease, as incorporated herein, subject to the written consent of Landlord,Sublandlord hereby consents to Subtenant’s construction of the Subtenant Improvements (as moreparticularly described in Exhibit E, attached hereto).     5. Incorporation by Reference           5.1 Subject to Lease           This Sublease is subject to all of the terms and conditions of the Lease by and betweenSublandlord and Landlord.          5.2 Excluded Sections          Notwithstanding anything to the contrary set forth in this Sublease, (a) the followingprovisions of the Lease shall not be incorporated herein and shall not be binding on Subtenant:
-3-

 
Sections 2 – 5, 17, 18 (last four sentences of first paragraph only), 37, 38, 40-42, 45, andSection 17 and Exhibit B-2 of the Lease Addendum; (b) references in the following provisions of theLease to “Lessor” shall mean “Landlord” as defined herein: Sections 6, 7, 10, 11, 14, 15, 19, 26,43, 44, and Sections 14, 16, and 21 (last sentence only) of the Lease Addendum; (c) wherever thereis a requirement to pay the costs and expenses of “Landlord,” Subtenant shall only be obligated topay Landlord’s costs and expenses and not both Sublandlord’s and Landlord’s costs and expenses; and(d) Sublandlord shall use commercially reasonable efforts to assist Subtenant in the exercise ofSubtenant’s rights under Sections 43 and 44 of the Lease and Section 16 of the Lease Addendum, asincorporated herein, including but not limited to, the timely delivery of notices to and fromSubtenant and Landlord.          5.3 Interpretation           The terms, conditions and respective obligations of Sublandlord and Subtenant to each otherunder this Sublease shall be the terms and conditions of the Lease, as incorporated herein, exceptfor those provisions of the Lease which are directly contradicted by this Sublease, in which eventthe terms of this Sublease shall control over the Lease. Therefore, for the purposes of thisSublease, and except as set forth above, (a) wherever in the Lease the word “Lessor” is used itshall be deemed to mean the Sublandlord herein and wherever in the Lease the word “Lessee” is usedit shall be deemed to mean the Subtenant herein, (b) each reference in such incorporated sectionsto “Lease” shall be deemed a reference to “Sublease”.     6. Sublandlord’s Representations and Warranties           Sublandlord represents and warrants to Subtenant as follows:          (a) The Lease is in full force and effect and has not been modified, supplemented or amended,and a true, correct and complete copy of the Lease is attached hereto as Exhibit A.          (b) Sublandlord has the right to and is in full and complete possession of the Premises.          (c) Sublandlord has fulfilled all its duties under the Lease and is not in default under theLease.          (d) To the best of Sublandlord’s knowledge Landlord has fulfilled all its duties under theLease and is not in default under the Lease.          (e) Sublandlord has not assigned, transferred or delegated any of its right or duties underthe Lease or pledged or encumbered any of its interest in, or right under the Lease.          (f) Sublandlord has reviewed the Lease (as that term is defined in the Lease), the Lease doesnot in any way prohibit this Sublease, and no provision of the Lease could adversely affect theSubleased Premises or Subtenant’s rights or obligations under this Sublease.
-4-

 
          (g) Landlord has consented to the Sublease pursuant to the letter agreement attached hereto asExhibit C.          (h) Sublandlord has all right, power and authority necessary to enter into and deliver thisSublease and to perform its obligations hereunder.     7. Covenants Regarding Lease           (a) Sublandlord shall not commit or suffer any act or omission that will result in a violationof or a default under any of the provisions of the Lease.          (b) Sublandlord shall exercise commercially reasonable efforts in attempting to cause Landlordto perform its obligations and give any required consents under the Lease for the benefit ofSubtenant. Such reasonable good faith efforts shall include, without limitation: (a) uponSubtenant’s written request, immediately notifying Landlord of its nonperformance under the Lease,and requesting that Landlord perform its obligations under the Lease; and (b) permitting Subtenantto commence a lawsuit or other action in Sublandlord’s name to obtain the performance required fromLandlord under the Lease; provided, however, that if Subtenant commences a lawsuit or other action,Subtenant shall pay all costs and expenses incurred in connection therewith, and Subtenant shallindemnify Sublandlord against, and hold Sublandlord harmless from, all reasonable costs andexpenses incurred by Sublandlord in connection therewith.          (c) Sublandlord agrees to deliver to Subtenant a copy of any notice received from Landlordrelating to the Subleased Premises within three (3) days of its receipt thereof.          (d) In the event that Sublandlord defaults under its obligations to be performed under theLease or this Sublease, Subtenant shall have the right to cure the default before the dateSublandlord’s applicable cure period expires. If such default is cured by Subtenant, Sublandlordshall reimburse Subtenant for such amounts within ten (10) days after notice and demand thereforfrom Subtenant, together with interest at the interest rate specified in the Lease. If Sublandlordfails to reimburse Subtenant within such ten (10) day period, Subtenant may deduct such amountsfrom subsequent installments of rent due to Sublandlord under this Sublease.          (e) Sublandlord shall not voluntarily terminate the Lease without Subtenant’s prior writtenconsent. Sublandlord expressly waives any and all rights it may have to terminate the Leasearising under Section 45 thereof.          (f) Sublandlord shall not amend the Lease in any way that would affect the Subleased Premisesor Subtenant’s rights or obligations under this Sublease without Subtenant’s prior written consent.Sublandlord shall in no event extend the Term of the Lease without the prior written consent ofSubtenant, and Sublandlord expressly waives any and all rights it may have to extend the Term ofthe Lease arising under Section 40 of the Lease or Section 17 of that certain Lease Addendum datedSeptember 8, 2006 by and between Landlord and Sublandlord (the “First Addendum”).     8. Indemnification and Insurance 
-5-

 
          8.1 Subtenant’s Indemnification           Subtenant shall indemnify, defend and hold harmless Sublandlord as set forth in Section 23 ofthe Lease, as incorporated herein.          8.2 Sublandlord’s Indemnification           Sublandlord shall indemnify, defend and hold harmless Subtenant as set forth in Section 23 ofthe Lease, as incorporated herein.          8.3 Subtenant’s Insurance           Subtenant shall keep in force such casualty, general liability and business interruptioninsurance as a prudent tenant occupying and using the Premises would keep in force and effect.Sublandlord shall be named as an additional insured under each such policy of liability insuranceobtained by Subtenant. Subtenant shall furnish certificates of insurance issued by the applicableinsurance carriers, not local agents thereof, evidencing all of the foregoing insurance coveragesprior to or upon execution of this Sublease. All of the above-described policies shall providethat the insurance carrier will endeavor to provide no less than thirty (30) days prior writtennotice of cancellation, or non-renewal shall be given to Sublandlord. The failure of Subtenant tocomply with any of the terms of these policies shall not adversely affect Sublandlord’s coveragethereunder. Certificates of insurance evidencing any modification, renewal or replacement of anyof these insurance coverages shall be furnished to Sublandlord within ten (10) days after suchmodification, renewal or replacement.          8.4 Release and Waiver of Subrogation           Notwithstanding anything to the contrary herein, Sublandlord and Subtenant hereby release eachother, and their respective agents, employees, subtenants, and contractors, from all liability fordamage to any property that is caused by or results from a risk which is actually insured againstor which would normally be covered by “all risk” property insurance, without regard to thenegligence or willful misconduct of the entity so released. Each party shall use its best effortsto cause each insurance policy it obtains to provide that the insurer thereunder waives all rightof recovery by way of subrogation as required herein in connection with any injury or damagecovered by the policy. If the insurance policy cannot be obtained with the waiver of subrogation,or if the waiver of subrogation is available only at additional cost and the party for whosebenefit the waiver is not obtained does not pay the additional cost, then the party obtaining theinsurance immediately shall notify the other party of that fact.     9. Notices           All notices and demands that may or are to be required or permitted are to be given by eitherparty on the other hereunder shall be in writing. All notices and demands by Sublandlord toSubtenant shall be personally delivered or sent by a nationally recognized private carrier ofovernight mail (e.g. FedEx) or by United States Certified Mail, return receipt requested andpostage
-6-

 
prepaid, to the parties at the addresses listed below or at such other addresses as theparties may designate by notice from time to time.   To Sublandlord: Muze Inc.  304 Hudson Street  New York, NY 10013  Attention: General Counsel   To Subtenant: Prior to the Commencement Date:     Oncothyreon Inc.  110 1l0th Avenue NE, Suite 685  Bellevue, WA 98004  Attention:                          After the Commencement Date:     Oncothyreon Inc.  2601 Fourth Avenue  Suite 500  Seattle, Washington 98121  Attn:                          10. Quite Enjoyment           Provided that Subtenant is not in default of any term or provision of the Lease or thisSublease beyond applicable notice and cure periods, Subtenant shall have peaceful and quietenjoyment of the Subleased Premises without interference from Sublandlord or any person or entityclaiming by, through or under Sublandlord, subject to the terms and conditions of this Sublease.     11. Attorney’s Fees           If Sublandlord or Subtenant shall commence an action against the other arising out of or inconnection with this Sublease, the prevailing party shall be entitled to recover its costs of suitand reasonable attorney’s fees.     12. Broker’s Payments           Upon execution of this Agreement, Sublandlord shall pay the following unconditional paymentsto the following listing agents:          (a) Eighteen Thousand One Hundred Seventy Seven Dollars ($18,177.00) to Douglas Hanafin ofWashington Partners, Inc. for services rendered as the listing agent for Sublandlord hereunder, infull satisfaction of all fees due relating to this Sublease.
-7-

 
          (b) Fifty Thousand Dollars ($50,000.00) to The Staubach Agency for services rendered as theagent for Subtenant hereunder, in full satisfaction of all fees due relating to this Sublease.     13. Entire Agreement           This Sublease, the Exhibits attached hereto and the Lease, to the extent incorporated hereinby reference, constitute the entire agreement between Sublandlord and Subtenant with respect to theSubleased Premises and may not be amended or altered except by written agreement executed by bothparties.     14. Binding on Successors           This Sublease shall bind the parties’ heirs, successors, representatives and permittedassigns.     15. Assignment of Rights           Sublandlord hereby assigns to Subtenant all warranties given and indemnities made by Landlordto Sublandlord under the Lease which would reduce Subtenant’s obligations hereunder, and shallcooperate with Subtenant to enforce all such warranties and indemnities.     16. Authorization to Direct Sublease Payments           Subtenant shall have the right to pay all rent and other sums owing by Subtenant toSublandlord hereunder for those items which also are owed by Sublandlord to Landlord under theLease directly to Landlord, provided Subtenant has direct knowledge that Sublandlord has failed orshall fail to make any payment required to be made by Sublandlord to Landlord under the Lease andSublandlord fails to provide adequate proof or assurance of payment within ten (10) business daysafter Subtenant’s written demand requesting such proof. Subtenant shall provide to Sublandlordconcurrently with any payment to Landlord reasonable evidence of such payment. Any sums paiddirectly by Subtenant to Landlord in accordance with this paragraph shall be credited toward theamounts payable by Subtenant to Sublandlord under this Sublease.          17. Surrender           Provided that Subtenant and Landlord enter into a direct lease for the Subleased Premises,Subtenant shall not be required to surrender the Subleased Premises to Sublandlord in connectionwith the expiration or earlier termination of this Sublease, nor shall any provision of thisSublease, or the Master Lease (as incorporated herein) dealing with the terms and conditions ofsuch surrender apply, unless this Sublease is terminated by Landlord or by Sublandlord (withSubtenant’s consent) due to Subtenant’s default under this Sublease.     18. Furniture, Fixtures and Equipment           Subtenant shall have the right to use during the Term the office furnishings, fixtures andequipment within the Subleased Premises which are identified on Exhibit D attached hereto (the
-8-

 
“FF&E”) at no additional cost to Subtenant. Upon the expiration or earlier termination ofthis Sublease, Sublandlord shall sell and transfer the FF&E to Subtenant for the sum of One Dollar($1.00) pursuant to a commercially reasonable bill of sale.     19. Compliance with Laws           Notwithstanding anything to the contrary in the Lease, as incorporated herein, Subtenant shallnot be required to comply with or cause the Subleased Premises to comply with any laws, rules,regulations or insurance requirements requiring the construction of alterations unless suchcompliance is necessitated solely due to Subtenant’s particular use of the Subleased Premises.     20. Hazardous Materials           To the best knowledge of Sublandlord, no Hazardous Materials are present in or about theSubleased Premises and no action, proceeding, or claim is pending or threatened concerning anyHazardous Materials or pursuant to any laws. Sublandlord shall indemnify, defend, protect and holdSubtenant, its agents, officers, directors and shareholders, harmless from and against all claims,actions, losses, costs, damages, liabilities (including, without limitation, sums paid insettlement of claims), and expenses (including, without limitation, reasonable attorneys’, fees),arising out of or based upon the presence of any Hazardous Materials on, under, in or about theSubleased Premises, except to the extent the same results from Subtenant’s release or emission ofHazardous Materials in or about the Subleased Premises in violation of laws. As used herein,“Hazardous Material” shall mean any material which is now or hereafter regulated by anygovernmental authority or which poses a hazard to the environment or human life.
-9-

 
     IN WITNESS WHEREOF, the parties hereto hereby execute this Sublease as of the day and yearfirst above written.     SUBLANDLORD:       MUZE INC., a Delaware corporation       By: /s/ Lee Jin Ho       Name: Lee Jin Ho  Title: VP Marketing       SUBTENANT:       ONCOTHYREON INC., a Delaware corporation       By: /s/ Robert Kirkman, M.D.       Name: Robert Kirkman, M.D.  Title: CEO  
-10-

 
   STATE OF WASHINGTON )   ) ss.COUNTY OF KING )      On this 9th day of May, 2008, before me, the undersigned, a Notary Public in andfor the State of Washington, duly commissioned and sworn, personally appeared Robert Kirkman, M.D.,to me known to be the person who signed as CEO of Oncothyreon, the corporation that executed thewithin and foregoing instrument, and acknowledged said instrument to be the free and voluntary actand deed of said corporation for the uses and purposes therein mentioned, and on oath stated thathe was duly elected, qualified and acting as said officer of the corporation, that he wasauthorized to execute said instrument and that the seal affixed, if any, is the corporate seal ofsaid corporation.     IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first abovewritten.       /s/ Marcia K. Newlun     Signature         NOTARY PUBLIC in and for the State ofWashington, residing at Redmond).    My appointment expires: March 9, 2009.     STATE OF WASHINGTON )   ) ss.COUNTY OF KING )      On this 9th day of May, 2008, before me, the undersigned, a Notary Public in andfor the State of Washington, duly commissioned and sworn, personally appeared Lee Jin Ho, to meknown to be the person who signed as VP Marketing of Muze, the corporation that executed the withinand foregoing instrument, and acknowledged said instrument to be the free and voluntary act anddeed of said corporation for the uses and purposes therein mentioned, and on oath stated that hewas duly elected, qualified and acting as said officer of the corporation, that he was authorizedto execute said instrument and that the seal affixed, if any, is the corporate seal of saidcorporation.     IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first abovewritten.       /s/ Danielle L. Greenwell     Signature         NOTARY PUBLIC in and for the State ofWashington, residing at Seattle).