Filed by Automated Filing Services Inc. (604) 609-0244 - Response Biomedical Corp. - Exhibit 4.1






 LICENCE AGREEMENT


BETWEEN:



  
     THE UNIVERSITY OF BRITISH
      COLUMBIA, a corporation continued under the University
      Act of British Columbia and having an office at #103-6190 Agronomy Road,
      in the City of Vancouver, in the Province of British Columbia, V6T 1Z3 

  



 (the "University")


AND:



  
     RESPONSE BIOMEDICAL CORP., a corporation incorporated
      under the laws of the Province of British Columbia, and having its business
      office at 8855 Northbrook Court, in the City of Burnaby, in the Province
      of British Columbia, V5J 5J1 

  



 (the "Licensee")


WHEREAS:


 A. The University has been engaged in research during the
  course of which it has invented, developed and/or acquired certain technology
  described herein, which research was undertaken by Drs. Donald Brooks and Dana
  Devine in the Pathology and Laboratory Medicine Department of the University;


 B. The University granted a license to the Licensee dated
  March 29, 1996 which was amended on June 15, 2001 (collectively referred to
  as the "Current License"); 

 C. The University is desirous of entering into this Agreement
  with the objective of furthering society's use of its advanced technology, and
  to generate further research in a manner consistent with its status as a non-profit,
  tax exempt educational institution and to replace the Current License with this
  Agreement; 

 D. The Licensee is desirous of the University granting an
  exclusive world-wide license to the Licensee to use or cause to be used such
  technology to manufacture, distribute, market, sell and/or license or sublicense
  products derived or developed from such technology and to sell the same to the
  general public during the term of this Agreement. 

 NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
  of the premises and of the mutual covenants herein set forth, the parties hereto
  have covenanted and agreed as follows: 








 1.0 DEFINITIONS: 


1.1 	In this Agreement, unless a contrary intention appears, the following words and phrases shall mean:


	(a)

        	"Accounting": an accounting
        statement setting out in detail how the amount of Revenue was determined,

         

	(b)

        	"Affiliated Company" or
        "Affiliated Companies": two or more corporations where the relationship
        between them is one in which one of them is a subsidiary of the other,
        or both are subsidiaries of the same corporation, or fifty percent (50%)
        or more of the voting shares of each of them is owned by the same person,
        corporation or other legal entity,

         

	(c)

        	"Agreement": this document
        and all sections and subsections therein, and all Schedules thereto,

          

	(d)

        	"Confidential Information":
        any part of the Information which is designated by the University as confidential,
        whether orally or in writing but excluding any part of the Information:

          

	 	(i)

        	possessed by the Licensee prior to receipt
        from the University, other than through prior disclosure by the University,
        as evidenced by the Licensee's business records;

         

	 	(ii)

        	published or available to the general
        public otherwise than through a breach of this Agreement;

         

	 	(iii)

        	obtained by the Licensee from a third
        party with a valid right to disclose it, provided that said third party
        is not under a confidentiality obligation to the University; or

         

	 	(iv)

        	independently developed by employees,
        agents or consultants of the Licensee who had no knowledge of or access
        to the University's Information as evidenced by the Licensee's business
        records,

         

	(e)

        	"Date of Commencement" or
        "Commencement Date": this Agreement will be deemed to have come into force
        on the Date of Commencement which shall be the date this Agreement is
        executed, and shall be read and construed accordingly,

         

	(f)

        	"Effective Date of Termination":
        the date on which this Agreement is terminated pursuant to Article 19,

        extension, divisions, continuations,

         

	(g)

        	"Improvements": any amendments,
        continuations-in-part or reissues arising from the patent applications
        and/or patents which form part of the Technology hereunder in any country,
        or which are derived or claim priority from such patent applications and/or
        patents shall be deemed Improvements hereunder,

         

	(h)

        	"Information": any and all
        Technology and any and all Improvements, the terms and conditions of this
        Agreement, and any and all oral, written, electronic or other communications
        and other information disclosed or provided by the parties including any
        and all analyses or conclusions drawn or derived therefrom

          








regarding this Agreement and information
  developed or disclosed hereunder, or any party’s raw materials, processes,
  formulations, analytical procedures, methodologies, products, samples and specimens
  or functions, 

	(i)

        	"Licensee Trade-mark": the
        trade-mark "RAMP" applied for by the Licensee for use in association with
        the Products,

         

	(j)

        	"Product(s)": goods manufactured
        in connection with the use of all or some of the Technology and/or any
        Improvements, scanning, measuring or

         

	(k)

        	“Reader(s)”: device(s)
        used for quantifying immunochromatographic assays sold in conjunction
        with or as part of a Product

         

	(l)

        	"Revenue": all revenues,
        receipts, monies, and the fair market value of all other consideration
        directly or indirectly collected or received whether by way of cash or
        credit or any barter, benefit, advantage, or concession received by the
        Licensee (but not including monies collected from any sublicensee of the
        Licensee) from the marketing, manufacturing, sale, distribution, or leasing
        of the Technology and any Improvements, and/or any Products in any or
        all parts of the world where the Licensee is permitted by law and this
        Agreement to market, manufacture, sell, distribute, or lease the Technology
        and any Improvements, and/or any Products, less revenues directly applicable
        to the sale of Readers or Samplers sold in conjunction with or as part
        of a Product and less the following deductions to the extent included
        in the amounts invoiced and thereafter actually allowed and taken:

         

	 	(i)

        	credit, allowances or refunds given
        on account of returned goods,

         

	 	(ii)

        	transportation charges invoiced separately
        and actually charged to third parties,

         

	 	(iii)

        	taxes, duties and customs on all sales
        of Products,

         

	 	(iv)

        	agents' commissions paid by the Licensee
        for the sale of Products,

         

	 	(v)

        	bona fide special rebates provided by
        the Licensee for Products purchased by third parties, and

         

	 	(vi)

        	bona fide free samples provided by the
        Licensee to prospective customers for valid business purposes.

        Where any Revenue is derived from a country other than Canada it shall
        be converted to the equivalent in Canadian dollars on the date the Licensee
        is deemed to have received such Revenue pursuant to the terms hereof at
        the rate of exchange set by the Bank of Montreal for buying such currency.
        The amount of Canadian dollars pursuant to such conversion shall be included
        in the Revenue,

         

	(m)

        	"Royalty Due Dates": the
        last working day of March, June, September and December of each and every
        year during which this Agreement remains in full force and effect, device(s)
        used for fluid handling and/or sample pre-treatment

          










	(n)
   	"Sampler(s)": accessories sold in conjunction
        with or as part of a Product,

         

	(o)
   	"Sublicensing Revenue": all revenues,
        receipts, monies, and the fair market value of all other consideration
        directly or indirectly collected or received whether by way of cash, or
        credit or any barter, benefit, advantage, or concession received by the
        Licensee pursuant to each sublicence agreement relating to the Technology
        and any Improvements, and/or any Products, but excluding any such revenue
        directly allocated to the use, by a sublicensee, of the Licensee Trademark.
        Sublicensing Revenue shall not include monies or contributions in kind
        which are received by the Licensee from any sublicensee of the Licensee,
        which monies or contributions in kind are designated by such sublicensee
        to be used, and are entirely used, for the purposes of conducting research
        on the technology licensed by the Licensee to such sublicensee. Where
        any Sublicensing Revenue is derived from a country other than Canada it
        shall be converted to the equivalent in Canadian dollars on the date the
        Licensee is deemed to have received such Sublicensing Revenue pursuant
        to the terms hereof at the rate of exchange set by the Bank of Montreal
        for buying such currency. The amount of Canadian dollars pursuant to such
        conversion shall be included in the Sublicensing Revenue,

         

	(p)
   	"Technology": any and all knowledge,
        know-how and/or technique or techniques invented, developed and/or acquired,
        being invented, developed and/or acquired prior to the Date of Commencement
        by the University or the Licensee relating to the technology described
        on Schedule "A" hereto, as amended from time to time,,

         

	(q)	"UBC Trade-marks": any mark, trade-mark,
        service mark, logo, insignia, seal, design, symbol, or device used by
        the University in any manner whatsoever.



 2.0 PROPERTY RIGHTS
  IN AND TO
  THE TECHNOLOGY: 

 2.1 The parties hereto hereby acknowledge and agree that the
  University owns any and all right, title and interest in and to the Technology,
  as well as any and all Improvements. 

 2.2 The Licensee shall, at the request of the University,
  enter into such further agreements and execute any and all documents as may
  be required to ensure that ownership of the Technology and any Improvements
  remains with the University, 

 2.3 On the last working day of December of each and every
  year during which this Agreement remains in full force and effect, the Licensee
  shall deliver in writing the details of any and all Improvements which the Licensee
  and any sublicensees of the Licensee has developed and/or acquired during the
  previous 12 month period. 

 2.4 The University agrees that the technology described
  in the following United States patent applications are not Improvements under
  the terms of the Current License or this License Agreement: 

	 	(a)

        	US 09/817,781 "Compensation for Variability in Specific Binding
      in Quantitative Assays" filed on or about March 26, 2001; and
  
	 	(b)

        	US 10/162,138 “Sensitive Immunochromatographic Assays”
      filed on or about June 3, 2002.
   









 3.0 GRANT OF LICENCE:


 3.1 In consideration of the royalty payments reserved herein,
  and the covenants on the part of the Licensee contained herein, the University
  hereby grants to the Licensee an exclusive world-wide licence to use and sublicense
  the Technology and any Improvements and to manufacture, distribute, and sell
  Products on the terms and conditions hereinafter set forth during the term of
  this Agreement. The parties agree that this Agreement shall replace the Current
  License which shall, upon execution of this Agreement, be of no further force
  or effect. 

 3.2 The licence granted herein is personal to the Licensee
  and is not granted to any Affiliated Company or Affiliated Companies. 

 3.3 The Licensee shall not cross-license the Technology or
  any Improvements without the prior written consent of the University. 

 3.4 Notwithstanding Article 3.1 herein, the parties acknowledge
  and agree that the University may use the Technology and any Improvements without
  charge in any manner whatsoever for research, scholarly publication, education,
  or other non-commercial purposes and will retain the right to present and publish
  accounts of its research and all information relating to the Technology in journals
  or other publications in accordance with the terms of this Agreement. 

 3.5 The parties acknowledge that as part of the consideration
  for the rights granted by the University to the Licensee hereunder, the Licensee
  agrees to pay to the University as an initial licence fee the sum of $10,000.00
  (Canadian funds) concurrently with the execution of this License Agreement.


 3.6 Upon execution of this Agreement, the University may register
  a financing statement with respect to this Agreement under the provisions of
  the Personal Property Security Act of British Columbia, the Uniform Commercial
  Code of the United States and pursuant to similar legislation in those jurisdictions
  in which the Licensee carries on business and/or has its chief place of business.


 3.7 The Licensee shall give written notice to the University
  if it is carrying on business and/or locates its chief place of business in
  a jurisdiction outside British Columbia, prior to beginning business in that
  other jurisdiction. 

 3.8 If the University has registered one or more financing
  statements as set forth in Article 3.6, the Licensee shall give written notice
  to the University of any and all changes of jurisdiction within or outside of
  Canada in which it is carrying on business and/or any and all changes in jurisdiction
  of its chief place of business within or outside of Canada and shall file the
  appropriate documents in the various provincial Personal Property Registries
  or similar registries within or outside of Canada to document such changes in
  jurisdiction and furnish the University with a copy of such documents with respect
  to each such filing within 15 days after filing same. All costs of the filings
  contemplated by Articles 3.6, 3.7 and 3.8 shall be paid for by the Licensee.


 3.9 The University shall extend the time limits outlined in
  Article 3.8 if the Licensee requests an extension, and if the Licensee can show
  to the satisfaction of the University, acting reasonably, that it is diligently
  attempting to complete such registration and that the University's 








 rights in and to the Technology and Improvements, under the
  terms of this Agreement or otherwise, are not materially threatened. 

 4.0 SUBLICENSING: 

 4.1 The Licensee shall have the right to grant sublicences
  to Affiliated Companies and other third parties with respect to the Technology
  and any Improvements with the prior written consent of the University, which
  consent will not be unreasonably withheld. The Licensee will furnish the University
  with a copy of each sublicence granted within 30 days after execution. 

 4.2 Any sublicence granted by the Licensee shall be personal
  to the sublicensee and shall not be assignable without the prior written consent
  of the University, which consent will not be unreasonably withheld. Such sublicences
  shall contain covenants by the sublicensee to observe and perform similar terms
  and conditions to those in this Agreement including, without limitation, the
  provisions for termination and insurance. 

 4.3 The Licensee shall submit the final draft of each and
  every proposed sublicence agreement to the University for its review. The University
  shall have 30 days from the date of receipt of the proposed sublicence agreement
  to object to the terms thereof. Should the University not provide notice to
  the Licensee of its objection to the terms of a proposed sublicence agreement
  or any redraft of a proposed sublicence agreement within the 30 day period,
  then the University will be deemed to have provided its consent to such sublicence
  agreement. If any sublicensee of the Licensee is to be granted the right to
  use the Licensee Trade-mark in association with the Products, such right shall
  be contained within the sublicence agreement which allows the sublicensee to
  use the Technology, and the compensation to be received by the Licensee in relation
  to the use of the Licensee Trade-mark shall be provided for in the sublicence
  agreement. The University may refuse to provide its consent to the grant of
  a sublicence agreement if the University deems, in its discretion, that the
  allocation of compensation to the Licensee with respect to the use of the Licensee
  Trade-mark is inappropriate, and prejudicial to the rights of the University
  to receive royalties hereunder. 

 4.4 Prior to the use of the Technology or any Improvement
  by any sublicensee pursuant to a sublicence agreement, the Licensee shall give
  written notice to the University as to which jurisdictions the applicable sublicensee
  is carrying on business in. Within five days of being aware of the same, the
  Licensee shall provide written notice to the University if any sublicensee is
  carrying on business in a jurisdiction outside of British Columbia. 

 4.5 The Licensee will not enter into any agreements with the
  United States Government or any other government in connection with the Technology
  without the prior written consent of the University. 

 4.6 If the University has registered one or more financing
  statements as set forth in Article 3.6, the Licensee shall register a financing
  change statement under the provisions of the Personal Property Security Act
  of British Columbia and/or under the provisions of similar legislation in those
  jurisdictions in which each sublicensee carries on business or has its chief
  place of business in order to add each sublicensee as an additional debtor to
  the registration referred to in Article 3.6 forthwith upon execution of each
  sublicence, and shall furnish the University with a copy of the verification
  statement with respect to each such filing within 15 days after receipt of same.
  All costs associated with the filings contemplated by this Article 4.6 shall
  be paid for by the Licensee. The Licensee shall give written notice to the University
  of any and all changes of jurisdiction within or outside of Canada in which
  each sublicensee is carrying on business and/or any and all changes in jurisdiction
  of each sublicensee’s chief place of 








 business and shall file the appropriate documents in the various
  provincial Personal Property Registries or similar registries within or outside
  of Canada to document such changes in jurisdiction. 

 4.7 The University shall extend the time limit outlined in
  Article 4.6 if the Licensee requests an extension, and if the Licensee can show
  to the satisfaction of the University, acting reasonably, that it is diligently
  attempting to complete such registration and that the University's rights in
  and to the Technology and Improvements under the terms of this Agreement or
  otherwise are not materially threatened. 

 5.0 ROYALTIES: 

 5.1 In consideration of the licence granted hereunder, the
  Licensee shall pay to the University a royalty comprised of 2% of the Revenue
  of the Licensee. In addition, the Licensee shall pay to the University a royalty
  comprised of: 

	 	(a)

        	20% of the first $1,000,000.00 of Sublicensing Revenue per
      calendar year, and
  
	 	(b)	10% of Sublicensing Revenue which exceeds $1,000,000.00 in
      each calendar year.


 5.2 The royalty shall become due and payable within 30 days
  of each respective Royalty Due Date and shall be calculated with respect to
  the Revenue of the Licensee and the Sublicensing Revenue in the three month
  period immediately preceding the applicable Royalty Due Date. 

 5.3 All payments of royalties made by the Licensee to the
  University hereunder shall be made in Canadian dollars without any reduction
  or deduction of any nature or kind whatsoever, except as prescribed by Canadian
  law. 

 5.4 Products shall be deemed to have been sold by the Licensee
  and included in the Revenue of the Licensee when payment therefore is received
  by the Licensee. Sublicensing Revenue shall be deemed to have been received
  by the Licensee with respect to each of its sublicensees when such consideration
  is actually received by the Licensee from its sublicensees. 

 5.5 Subject to Article 1.1(n), any transaction, disposition,
  or other dealing involving the Technology or any part thereof between the Licensee
  and another person that is not made at fair market value shall be deemed to
  have been made at fair market value, and the fair market value of that transaction,
  disposition, or other dealing shall be added to and deemed part of the Revenue
  or the Sublicensing Revenue, as the case may be and shall be included in the
  calculation of royalties under this Agreement. 

 5.6 Without limiting the generality of Article 5.5, if the
  University disputes the allocation of revenue to Readers or Samplers sold in
  conjunction with or as part of a Product, then the allocation of revenue between
  the Product and the Reader or Sampler (the "Allocation") shall be determined
  in accordance with Article 5.7. 

 5.7 The parties shall attempt to agree upon the Allocation
  in a timely fashion. In the event that the parties are unable to agree upon
  the Allocation within 90 days of commencing efforts to negotiate same, then
  the parties hereto shall appoint a mutually acceptable person as an independent
  evaluator to conduct an evaluation to determine the Allocation. In the event
  that the parties cannot agree upon such an evaluator, the appointing authority
  shall be the British 








 Columbia International Commercial Arbitration Centre or any
  successor thereto. The parties shall submit such written materials as they deem
  necessary to the evaluator appointed pursuant to this Article 5.7 within 30
  days of his/her appointment. The evaluator appointed pursuant to this Article
  5.7 shall determine the allocation within 30 days of the submission of written
  materials by the parties hereto and such determination shall be binding upon
  both parties. The cost of the evaluation pursuant to this Article 5.7 shall
  be borne 50% by the Licensee and 50% by the University. 

 6.0 MINIMUM ANNUAL
  ROYALTY: 

 6.1 The Licensee shall pay to the University a minimum annual
  royalty (the "Minimum Annual Royalty") of $10,000.00 (Canadian funds) per year,
  commencing on July 1, 2003. Beginning on July 1, 2003, the licensee shall pay
  the University the Minimum Annual Royalty on a quarterly basis such that each
  payment totals $2,500.00. 

 6.2 All Minimum Annual Royalties hereunder are non-refundable
  except that the amount by which the Minimum Annual Royalty exceeds earned royalties
  in that year shall be credited against earned royalties in the subsequent year.


 6.3 Subject to Article 6.4, The Licensee agrees to pay the
  Minimum Annual Royalty for a period of nine years. 

 6.4 The Licensee agrees that it will pay the University a
  minimum total royalty under this Agreement over the life of the patents described
  in Schedule "A" of $100,000.00, which obligation will only be waived on bankruptcy
  of the company. 

 7.0 ANNUAL LICENSE
  MAINTENANCE FEE 

 7.1 The Licensee shall pay the University, annually in advance,
  beginning January 1, 2004 a non-refundable license maintenance fee (the "Annual
  License Maintenance Fee") of $500.00 Canadian. This fee is separate and distinct
  from any other payments or amounts due pursuant to this Agreement. In the event
  that the Annual License Maintenance Fee remains unpaid for 30 days beyond the
  due date, then the Annual License Maintenance Fee will increase to $1,000.00
  Canadian for each and every year thereafter. 

 8.0 PATENTS: 

 8.1 The Licensee agrees to pay all costs in relation to the
  patent portfolio described on Schedule "A" (the "Patents"), and any further
  applications made by the Licensee pursuant to Article 8.2. The Licensee agrees
  that it shall not contest the scope or validity of the Patents set out on Schedule
  "A". 

 8.2 The Licensee may take steps to apply for further patents
  in other jurisdictions, or continuations, continuations-in-part, divisions,
  reissues, re-examinations or extensions of the Patents or any further applications
  made hereunder (collectively the "Patent Applications"), in the name of the
  University with respect to the Technology, Improvements or any further process,
  use or products arising out of the Technology or Improvements that may be patentable,
  and the Licensee shall pay all costs of applying for, registering and maintaining
  the same. The University and the Licensee shall agree upon the patent counsel
  to be used for filing and prosecuting all Patent Applications made pursuant
  to this Article 8.2 prior to the filing of any such Patent Application. While
  the Licensee is responsible for making decisions regarding the scope and content
  of the Patent Applications to be filed pursuant to this Article 8.2, and the
  prosecution thereof, the University shall be given an opportunity to review
  and provide input 








 thereto. The Licensee shall keep the University advised as
  to all developments with respect to said Patent Applications and shall promptly
  supply the University with copies of all documents received and filed in connection
  with the prosecution thereof in sufficient time for the University to comment
  thereon. Schedule "A" hereto shall be deemed amended to include any Patent
  Application made pursuant to this Article 8.2. In the event that this Agreement
  is terminated for any reason whatsoever, the Licensee shall pay all outstanding
  costs relating to the Patent Applications and any further Patent Applications
  made pursuant to this Article 8.2 which have been incurred prior to the date
  of termination and shall direct the patent agents responsible for such Patent
  Applications to take all further instructions, if any, relating to such applications
  from the University. 


8.3 	 Should the Licensee decide to:


	 	(a)
   	discontinue pursuing patent protection
        in relation to the Patent Applications, or any continuation, continuation-in-part,
        division, re-issue, re-examination or extension of the Patent Applications,
        or

         

	 	(b)
   	not pursue patent protection in relation
        to the Patent Applications in any jurisdiction, or

         

	 	(c)	discontinue or not pursue patent protection
        in relation to any further process, use or products arising out of the
        Technology or any Improvement in any jurisdiction,



 then the Licensee shall provide the University with a minimum
  of 90 days notice of its intent to abandon any patent application or issued
  patent related to the Technology. Upon such notification, the Licensee shall
  have no further right to use the technology claimed in any such Patent and/or
  Patent Application and Schedule "A" hereto will be deemed to be amended
  to exclude such Patent and/or Patent Application. In the event that the Licensee
  gives notice to the University of its intent to terminate one or more Patents
  for the Technology, and the University chooses to continue paying such patent
  costs, it will be free to license the patents to any third party without further
  reference to the Licensee. In the event that the Licensee fails to provide a
  minimum 90 days notice of its intent to abandon any Patent Application or issued
  Patent, it will be liable for all costs incurred by the University in filing,
  maintaining and prosecuting any of the Patents. 

 8.4 The Licensee shall provide to the University annually
  on December 31 of each year this Agreement remains in full force and effect
  a report of all Patents and Patent Applications filed and/or maintained in the
  preceding 12 month period relating to the Technology and any Improvements, which
  report will include a synopsis of all costs incurred in relation to such applications
  and maintenance. 

 9.0 DISCLAIMER OF
  WARRANTY: 

 9.1 Except as expressly set out herein, the University makes
  no representations, conditions, or warranties, either express or implied, with
  respect to the Technology or any Improvements or the Products. Without limiting
  the generality of the foregoing, the University specifically disclaims any implied
  warranty, condition, or representation that the Technology or any Improvements
  or the Products: 

	 	(a)

        	shall correspond with a particular description;

       
	 	(b)

        	are of merchantable quality;

        






 

	(c)
  	are fit for a particular purpose; or

       
	(d)	are durable for a reasonable period of time.


 The University shall not be liable for any loss, whether direct,
  consequential, incidental, or special which the Licensee suffers arising from
  any defect, error, fault, or failure to perform with respect to the Technology
  or any Improvements or Products, even if the University has been advised of
  the possibility of such defect, error, fault, or failure. The Licensee acknowledges
  that it has been advised by the University to undertake its own due diligence
  with respect to the Technology and any Improvements. 

 9.2 The University represents and warrants to the Licensee
  that to the best of its knowledge, having made no specific inquiries, that it
  has the right to grant this License to the Licensee and knows of no adverse
  claims affecting the Technology or any Improvements. 

 9.3 The parties acknowledge and agree that the International
  Sale of Goods Act and the United Nations Convention on Contracts for the
  International Sale of goods have no application to this Agreement. 

 9.4 Nothing in this Agreement shall be construed as: 

	 	(a)
   	a warranty or representation by the
        University as to title to the Technology and/or any Improvement or that
        anything made, used, sold or otherwise disposed of under the licence granted
        in this Agreement is or will be free from infringement of patents, copyrights,
        trade-marks, industrial design or other intellectual property rights,

         

	 	(b)
   	an obligation by the University to bring
        or prosecute or defend actions or suits against third parties for infringement
        of patents, copyrights, trade-marks, industrial designs or other intellectual
        property or contractual rights, or

         

	 	(c)	the conferring by the University of
        the right to use in advertising or publicity the name of the University
        or UBC Trade-marks.



9.5 Notwithstanding Article 9.4, in the event of an alleged
  infringement of the Technology or any Improvements or any right with respect
  to the Technology or any Improvements, the Licensee shall have, upon receiving
  the prior written consent of the University, which consent will not be unreasonably
  withheld, the right to prosecute litigation designed to enjoin infringers of
  the Technology or any Improvements. Provided that it has first granted its prior
  written consent, the University agrees to co-operate to the extent of executing
  all necessary documents and to vest in the Licensee the right to institute any
  such suits, so long as all the direct or indirect costs and expenses of bringing
  and conducting any such litigation or settlement shall be borne by the Licensee
  and in such event all recoveries shall enure to the Licensee.

 9.6 In the event that any complaint alleging infringement
  or violation of any patent or other proprietary rights is made against the Licensee
  or a sublicensee of the Licensee with respect to the use of the Technology or
  any Improvements or the manufacture, use or sale of the Products, the following
  procedure shall be adopted:

	 	(a)	the Licensee shall promptly notify the University
        upon receipt of any such complaint and shall keep the University fully
        informed of the actions and positions taken by the complainant and taken
        or proposed to be taken by the Licensee on behalf of itself or a sublicensee,

          








	 	(b)
   	except as provided in Article 9.6(d),
        all costs and expenses incurred by the Licensee or any sublicensee of
        the Licensee in investigating, resisting, litigating and settling such
        a complaint, including the payment of any award of damages and/or costs
        to any third party, shall be paid by the Licensee or any sublicensee of
        the Licensee, as the case may be,

         

	 	(c)
   	no decision or action concerning or
        governing any final disposition of the complaint shall be taken without
        full consultation with and approval by the University, which approval
        will not be unreasonably withheld,

         

	 	(d)
   	the University may elect to participate
        formally in any litigation involving the complaint to the extent that
        the court may permit, but any additional expenses generated by such formal
        participation shall be paid by the University (subject to the possibility
        of recovery of some or all of such additional expenses from the complainant),

         

	 	(e)
   	notwithstanding Article 9.4, if the
        complainant is willing to accept an offer of settlement and one of the
        parties to this Agreement is willing to make or accept such offer and
        the other is not, then the unwilling party shall conduct all further proceedings
        at its own expense, and shall be responsible for the full amount of any
        damages, costs, accounting of profits and settlement costs in excess of
        those provided in such offer, but shall be entitled to retain unto itself
        the benefit of any litigated or settled result entailing a lower payment
        of costs, damages, accounting of profits and settlement costs than that
        provided in such offer.

         

	 	(f)
   	subject to Article 9.7, the royalties
        payable pursuant to this Agreement shall be paid by the Licensee to the
        University in trust from the date the complaint is made until such time
        as a resolution of the complaint has been finalized. If the complainant
        prevails in the complaint, then the royalties paid to the University in
        trust pursuant to this Article shall be returned to the Licensee, provided
        that the amount returned to the Licensee hereunder shall not exceed the
        amount paid by the Licensee to the complainant in the settlement or other
        disposition of the complaint. If the complainant does not prevail in the
        complaint, then the University shall be entitled to retain all royalties
        paid to it pursuant to this Article.



 9.7 In the event that a complaint is made against the Licensee
  or a sublicensee of the Licensee in accordance with Article 9.6, and the rights
  licensed to the Licensee pursuant to this Agreement or to any sublicensee of
  the Licensee are restricted pursuant to the terms of the resolution of such
  a complaint, then the royalty rates outlined in Article 5 herein shall be equitably
  adjusted to reflect such restrictions and any funds held in trust which are
  not paid out pursuant to Article 9.6(f) shall be divided equitably between the
  University and the Licensee to reflect such restriction and the adjustment in
  the royalty rates. 

 9.8 In the event that the parties are unable to agree upon
  an adjusted royalty rate pursuant to Article 9.7 or an equitable division of
  funds pursuant to Article 9.7 within 90 days of commencing efforts to negotiate
  same, then the parties hereto shall appoint a mutually acceptable person as
  an independent evaluator to conduct an evaluation to determine the applicable
  royalty rate or division or funds. In the event that the parties cannot agree
  upon such an evaluator, the matter shall be submitted to arbitration pursuant
  to the provisions of the Commercial Arbitration Act. The parties shall submit
  such written materials as they deem 








 necessary to the evaluator appointed pursuant to this Article
  9.8 within 30 days of his/her appointment. The evaluator appointed pursuant
  to this Article 9.8 shall determine the applicable royalty rate and/or the applicable
  division of funds within 30 days of the submission of written materials by the
  parties hereto, and such determination shall be binding upon both parties. The
  cost of the evaluation pursuant to this Article 9.8 shall be borne 50% by the
  Licensee and 50% by the University. 

 10.0 INDEMNITY AND
  LIMITATION OF LIABILITY:


 10.1 The Licensee hereby indemnifies, holds harmless and defends
  the University, its Board of Governors, officers, employees, faculty, students,
  invitees, and agents against any and all claims (including all legal fees and
  disbursements incurred in association therewith) arising out of the exercise
  of any rights under this Agreement including, without limiting the generality
  of the foregoing, against any damages or losses, consequential or otherwise,
  arising from or out of the use of the Technology or any Improvements or Products
  licensed under this Agreement by the Licensee or its sublicensees, or their
  customers or end-users howsoever the same may arise. 

 10.2 Subject to Article 10.3, the University’s total
  liability, whether under the express or implied terms of this Agreement, in
  tort (including negligence), or at common law, for any loss or damage suffered
  by the Licensee, whether direct, indirect, special, or any other similar or
  like damage that may arise or does arise from any breaches of this Agreement
  by the University, its Board of Governors, officers, employees, faculty, students,
  or agents shall be limited to the amount of the initial licence fee paid pursuant
  to Article 3.5. 

 10.3 In no event shall the University be liable for consequential
  or incidental damages arising from any breach or breaches of this Agreement.


 10.4 No action, whether in contract or tort (including negligence),
  or otherwise arising out of or in connection with this Agreement may be brought
  by the Licensee more than six months after the cause of action has occurred.


 10.5 The Licensee's right to recover damages against the University
  is limited pursuant to Articles 10.2 and 11.9 herein. If the Licensee suffers
  damages as a result of a breach of this Agreement by the University, then the
  Licensee may set off the amount of such damages, to the extent of such limitation,
  against future royalties payable from the date of the establishment of such
  damages to the date of termination of this Agreement. If the amount of damages
  of the Licensee is not fully set off upon termination of this Agreement, then
  the Licensee may not recover any amount not so set off from the University,
  save and except that the Licensee may continue to set off such damages against
  any royalties payable to the University after termination of this Agreement.


 11.0 PUBLICATION AND
  CONFIDENTIALITY: 

 11.1 The Information shall be developed, received, and used
  by the Licensee solely in furtherance of the purposes set forth in this Agreement
  subject to the terms and conditions set forth in this Article 11. 

 11.2 The Licensee shall keep and use all of the Confidential
  Information in confidence and will not, without the University’s prior
  written consent, disclose any Confidential Information to any person or entity,
  except to those of the Licensee’s officers, servants, employees and agents
  who require said Confidential Information in performing their obligations under
  this Agreement, and except to those third parties who have signed a non-disclosure
  agreement with 








 the Licensee, the terms and conditions of which are agreed
  upon in advance by the University. The Licensee covenants and agrees that it
  will initiate and maintain an appropriate internal program limiting the internal
  distribution of the Confidential Information to its officers, servants, employees
  or agents and that all employees or consultants who may be dealing with such
  confidential information will execute a confidentiality and non-disclosure agreement
  approved by the Board of Directors. The Licensee will mark all documents and
  correspondence "Confidential" as directed by the University from time to time.


 11.3 The Licensee shall not use, either directly or indirectly,
  any Confidential Information for any purpose other than as set forth herein
  without the University’s prior written consent. The parties hereto shall
  enter into a non-disclosure agreement with respect to the Confidential Information
  within 60 days of the execution of this Agreement. 

 11.4 In the event that the Licensee is required by judicial
  or administrative process to disclose any or all of the Confidential Information,
  the Licensee shall promptly notify the University and allow the University reasonable
  time to oppose such process before disclosing any Confidential Information.


 11.5 Notwithstanding any termination or expiration of this
  Agreement, the obligations created in this Article 11 shall survive and be binding
  upon the Licensee, its successors and assigns. 

 11.6 The University shall not be restricted from presenting
  at symposia, national or regional professional meetings, or from publishing
  in journals or other publications accounts of its research relating to the Information
  provided that the Licensee shall have been furnished copies of the disclosure
  proposed therefor at least 45 days in advance of the submission of the publication
  or the date of the presentation and does not, within 30 days after receipt of
  the proposed disclosure, object to the submission of such publication or the
  presentation of such presentation. The Licensee may only object to a proposed
  disclosure if the disclosure would reveal unpatentable proprietary material
  belonging to the Licensee ("Trade Secrets") or patentable subject matter for
  which a patent application has not been filed ("Patentable Subject Matter")
  (collectively "Objectionable Material"). In the event objection is made, such
  disclosure shall not be made for a period of 60 days after the date the Licensee
  has made said objection (the "Delay Period), unless the Objectionable Material
  is removed from the proposed publication or presentation. The University shall
  cooperate in all reasonable respects in making revisions to any proposed disclosure
  if considered by the Licensee to contain Objectionable Material. After the Delay
  Period has elapsed, the University shall be free to present and/or publish said
  disclosure, whether or not said disclosure contains any Patentable Subject Matter
  but shall not present and/or publish said disclosure until such time as the
  Trade Secrets have been removed. Notwithstanding the foregoing, if the Licensee
  has advised the University within the Delay Period that it intends to file a
  patent application with respect to Patentable Subject Matter revealed in the
  applicable disclosure, then the University shall delay such publication or presentation
  for a further period of 60 days from the expiration of the Delay Period, but
  thereafter shall be free to present and/or publish said disclosure, whether
  or not said disclosure contains any Patentable Subject Matter but shall not
  present and/or publish said disclosure until such time as the Trade Secrets
  have been removed. 

 11.7 The Licensee requires of the University, and the University
  agrees insofar as it may be permitted to do so at law, that this Agreement,
  and each part of it, is confidential and shall not be disclosed to third parties,
  as the Licensee claims that such disclosure would or could reveal commercial,
  scientific or technical information and would significantly harm the Licensee’s
  competitive position and/or interfere with the Licensee’s negotiations
  with prospective sublicensees. Notwithstanding anything contained in this Article
  or elsewhere in 








 this Agreement, the parties hereto acknowledge and agree that
  the University may identify the title of this Agreement, the parties to this
  Agreement, and the names of the inventors of the Technology. 

 11.8 The University agrees to use reasonable efforts to keep
  and use all of the Confidential Information in confidence, and not to disclose
  such Confidential Information to any person or entity, except those of the University's
  officers, servants, employees, agents, faculty and student who require such
  Confidential Information in performing their duties to the University. 

 11.9 Notwithstanding anything contained in this Agreement,
  the parties acknowledge that as the University is a public educational institution,
  it cannot be exposed to claims for damages that may result from a breach of
  the confidentiality provisions contained in this Article 10 or elsewhere in
  this Agreement. The Licensee, therefore, covenants and agrees that the University
  shall not be liable to the Licensee for any loss or damage, whether direct,
  indirect, consequential, incidental, special or any other similar or like damages
  that may arise or do arise from the breach of the confidentiality provisions
  of this Agreement by the University, or any of its servants, agents, students
  or faculty. 

 12.0 PRODUCTION AND
  MARKETING: 

 12.1 The Licensee shall not use any of the UBC Trade-marks
  or make reference to the University or its name in any advertising or publicity
  whatsoever, without the prior written consent of the University, except as required
  by law. Without limiting the generality of the foregoing, the Licensee shall
  not issue a press release with respect to this Agreement or any activity contemplated
  herein without the prior review and approval of same by the University, except
  as required by law. If the Licensee is required by law to act in contravention
  of this Article, the Licensee shall provide the University with sufficient advance
  notice in writing to permit the University to bring an application or other
  proceeding to contest the requirement. 

 12.2 The Licensee will not register or use any trade-marks
  in association with the Products, save and except for the Licensee Trade-mark,
  without the prior written consent of the University, such consent not to be
  unreasonably withheld. 

 12.3 From time to time or at the request of the University,
  which will be no more than once per calendar year, the Licensee shall provide
  current information on the status of the Technology and its practice in any
  Product or plans for sublicensing. 

 12.4 The Licensee agrees to mark on all Products, or the packaging
  relating to all Products, the appropriate patent number relating to the Technology
  and any Improvements, except in the case where the Licensee can demonstrate
  that it is not practicable to do so. 

 13.0 ACCOUNTING RECORDS:


 13.1 The Licensee shall maintain at its principal place of
  business, or such other place as may be most convenient, separate accounts and
  records of business done pursuant to this Agreement, such accounts and records
  to be in sufficient detail to enable proper returns to be made under this Agreement,
  and the Licensee shall cause its sublicensees to keep similar accounts and records.


 13.2 The Licensee shall provide, within 140 days after the
  end of each fiscal year of the Licensee that this Agreement remains in effect,
  audited financial statements of the Licensee prepared by a reputable accounting
  firm. 








 13.3 The Licensee shall deliver to the University on the date
  30 days after each and every Royalty Due Date, together with the royalty payable
  thereunder, the Accounting and a report on all sublicensing activity, including
  an accounting statement setting out in detail how the amount of Sublicensing
  Revenue was determined and identifying each sublicensee and the location of
  the business of each sublicensee. 

 13.4 The calculation of royalties shall be carried out in
  accordance with generally accepted Canadian accounting principles applied on
  a consistent basis. 

 13.5 The Licensee shall retain the accounts and records referred
  to in Article 13.1 above for at least three years after the date upon which
  they were made and shall permit any duly authorized representative of the University
  to inspect such accounts and records during normal business hours of the Licensee
  at the University's expense. The Licensee shall furnish such reasonable evidence
  as such representative will deem necessary to verify the Accounting and will
  permit such representative to make copies of or extracts from such accounts,
  records and agreements at the University's expense. 

 13.6 During the term of this Agreement and thereafter, the
  University shall use reasonable efforts to ensure that all information provided
  to the University or its representatives pursuant to this Article remains confidential
  and is treated as such by the University. 

 14.0 INSURANCE: 

 14.1 Unless satisfactory arrangements are made between the
  Licensee and the University with respect to a self-insurance program or the
  requirement for insurance hereunder is waived by the University sixty (60) days
  prior to the first sale of a Product, then the Licensee shall comply with the
  insurance provisions contained in Articles 14.2 and 14.3. 

 14.2 One month prior to the first sale of a Product, the Licensee
  will give notice to the University of the terms and amount of the public liability,
  product liability and errors and omissions insurance which it has placed in
  respect of the same, which in no case shall be less than the insurance which
  a reasonable and prudent businessman carrying on a similar line of business
  would acquire. This insurance shall be placed with a reputable and financially
  secure insurance carrier, shall include the University, its Board of Governors,
  faculty, officers, employees, students, and agents as additional insureds, and
  shall provide primary coverage with respect to the activities contemplated by
  this Agreement. Such policy shall include severability of interest and cross-liability
  clauses and shall provide that the policy shall not be cancelled or materially
  altered except upon at least 30 days written notice to the University. The University
  shall have the right to require reasonable amendments to the terms or the amount
  of coverage contained in the policy. Failing the parties agreeing on the appropriate
  terms or the amount of coverage, then the matter shall be determined by arbitration
  as provided for herein. The Licensee shall provide the University with certificates
  of insurance evidencing such coverage seven days before commencement of sales
  of any Product and the Licensee covenants not to sell any Product before such
  certificate is provided and approved by the University. 

 14.3 The Licensee shall require that each sublicensee under
  this Agreement shall procure and maintain, during the term of the sublicense,
  public liability, product liability and errors and omissions insurance in reasonable
  amounts, with a reputable and financially secure insurance carrier. The Licensee
  shall use its best efforts to ensure that any and all such policies of insurance
  required pursuant to this clause shall contain a waiver of subrogation against
  the University, its Board of Governors, faculty, officers, employees, students,
  and agents. 








 15.0 ASSIGNMENT: 

 15.1 The Licensee will not assign, transfer, mortgage, charge
  or otherwise dispose of any or all of the rights, duties or obligations granted
  to it under this Agreement without the prior written consent of the University,
  which consent will not be unreasonably withheld. 

 15.2 The University shall have the right to assign its rights,
  duties and obligations under this Agreement to a company or society of which
  it is the sole shareholder in the case of a company or of which it controls
  the membership, in the case of a society. In the event of such an assignment,
  the Licensee will release, remise and forever discharge the University from
  any and all obligations or covenants, provided however that such company or
  society, as the case may be, executes a written agreement which provides that
  such company or society shall assume all such obligations or covenants from
  the University and that the Licensee shall retain all rights granted to the
  Licensee pursuant to this Agreement. 

 16.0 GOVERNING LAW
  AND ARBITRATION: 

 16.1 This Agreement shall be governed by and construed in
  accordance with the laws of the Province of British Columbia and the laws of
  Canada in force therein without regard to its conflict of law rules. All parties
  agree that by executing this Agreement they have attorned to the jurisdiction
  of the Supreme Court of British Columbia. Subject to paragraphs 16.2 and 16.3,
  the British Columbia Supreme Court shall have exclusive jurisdiction over this
  Agreement. 

 16.2 In the event of any dispute arising between the parties
  concerning this Agreement, its enforceability or the interpretation thereof,
  the same shall be settled by a single arbitrator appointed pursuant to the provisions
  of the Commercial Arbitration Act of British Columbia, or any successor
  legislation then in force. The place of arbitration shall be Vancouver, British
  Columbia. The language to be used in the arbitration proceedings shall be English.


 16.3 Clause 16.2 of this Article shall not prevent a party
  hereto from applying to a court of competent jurisdiction for interim protection
  such as, by way of example, an interim injunction. 

 17.0 NOTICES: 

 17.1 All payments, reports and notices or other documents
  that any of the parties hereto are required or may desire to deliver to any
  other party hereto may be delivered only by personal delivery or by registered
  or certified mail, telex or telecopy, all postage and other charges prepaid,
  at the address for such party set forth below or at such other address as any
  party may hereinafter designate in writing to the others. Any notice personally
  delivered or sent by telex or telecopy shall be deemed to have been given or
  received at the time of delivery, telexing or telecopying. Any notice mailed
  as aforesaid shall be deemed to have been received on the expiration of five
  days after it is posted, provided that if there shall be at the time of mailing
  or between the time of mailing and the actual receipt of the notice a mail strike,
  slow down or labour dispute which might affect the delivery of the notice by
  the mails, then the notice shall only be effected if actually received. 





 

	If to the University:	The Managing Director
	 	University - Industry Liaison Office
	 	University of British Columbia
	 	#103-6190 Agronomy Road
	 	Vancouver, British Columbia
	 	V6T 1Z3
	 	Telephone: (604)822-8580
	 	Telecopier: (604)822-8589
	 	 
	If to the Licensee:	Response Biomedical Corp.
	 	8855 Northbrook Court
	 	Burnaby, British Columbia
	 	V5J 5J1
	 	Telephone: (604) 681-4101
	 	Telecopier: (604) 412-9830


 17.2 The Licensee is required to keep the University advised
  of any changes or jurisdiction applicable to itself or any sublicensees. 

 18.0 TERM: 

 18.1 This Agreement and the license granted hereunder shall
  terminate with respect to any patent and royalties applicable thereto, on the
  expiration or invalidity of the patent, and with respect to the know-how and
  all other rights granted under the License Agreement, on the expiration or invalidity
  of the last patent, if any, licensed under the License Agreement, whichever
  event shall last occur unless earlier terminated pursuant to Article 19 herein.


 19.0 TERMINATION: 

 19.1 This Agreement shall automatically and immediately terminate
  without notice to the Licensee if any proceeding under the Bankruptcy and
  Insolvency Act of Canada, or any other statute of similar purport, is commenced
  by or against the Licensee. 

 19.2 The University may, at its option, terminate this Agreement
  immediately on the happening of any one or more of the following events by delivering
  notice in writing to that effect to the Licensee: 

	(a)

        	if the Licensee becomes insolvent,

         

	(b)

        	if any execution, sequestration, or
        any other process of any court becomes enforceable against the Licensee
        or if any such process is levied on the rights under this Agreement or
        upon any of the monies due to the University and is not released or satisfied
        by the Licensee within 30 days thereafter, or within such further period
        of time as may have been mutually agreed upon by the parties hereto in
        writing. The University agrees that if such execution, sequestration or
        other process does not materially threaten the University's rights in
        and to the Technology and Improvements under the terms of this Agreement
        or otherwise, that it will agree to extend the time period pursuant to
        this Article 19.2(b) from 30 days to a reasonable further time period,







 

	 	(c)
   	if any resolution is passed or order
        made or other steps taken for the winding up, liquidation or other termination
        of the existence of the Licensee,

         

	 	(d)
   	if the Licensee is more than 30 days
        in arrears of royalties or other monies that are due to the University
        under the terms of this Agreement,

         

	 	(e)
   	if the Technology or any Improvement
        becomes subject to any valid security interest, lien, charge or encumbrance
        in favour of any third party claiming through the Licensee, or if the
        Technology or any Improvement becomes subject to any invalid security
        interest, lien, charge or encumbrance in favour of any third party claiming
        through the Licensee which interest is not released or removed by the
        Licensee within 30 days thereafter,

         

	 	(f)
   	if the Licensee ceases to carry on its
        business,

         

	 	(g)
   	if the Licensee threatens to cease to
        carry on its business, and has not, within 30 days after receipt of notice
        of such default, cured such default, if such default can reasonably be
        cured within 30 days, or if the Licensee is diligently attempting to cure
        the default, then within such additional time as may reasonably be needed
        to cure such default,

         

	 	(h)
   	if a controlling interest in the Licensee
        passes to any person or persons other than those having a controlling
        interest at the Date of Commencement, whether by reason of purchase of
        shares or otherwise, without the prior written consent of the University,
        such consent not to be withheld except as provided in Article 19.3,

         

	 	(i)
   	if the Licensee undergoes a reorganization
        or any part of its business relating to this Agreement is transferred
        to a subsidiary or associated company without the prior written consent
        of the University, such consent not to be withheld except as provided
        in Article 18.3, or

         

	 	(j)
   	if the Licensee commits any breach of
        Article 4.1, 12.1, 12.2 or 14,

         

	 	(k)
   	if any sublicensee of the Licensee is
        in breach of its sublicence agreement with the Licensee, and the Licensee
        does not cause such sublicensee to cure such default within 30 days of
        receipt of written notice from the University requiring that the Licensee
        cause such sublicensee to cure such default.



 19.3 The University shall not withhold its consent pursuant
  to Article 19.2(h) or 19.2(i) unless the granting of such consent would result
  in the University having a contractual relationship with an entity with whom
  the University is prohibited from contracting with pursuant to its then existing
  policies. 

 19.4 Other than as set out in Articles 19.1 and 19.2, if either
  party shall be in default under or shall fail to comply with the terms of this
  Agreement then the non-defaulting party shall have the right to terminate this
  Agreement by written notice to that effect if: 

	 	(a)
   	such default is reasonably curable within
        30 days after receipt of notice of such default and such default or failure
        to comply is not cured within 30 days after receipt of written notice
        thereof, or

         

	 	(b)
   	such default is not reasonably curable
        within 30 days after receipt of written notice thereof, and such default
        or failure to comply is not cured within such further reasonable period
        of time as may be necessary for the curing of such default or failure
        to comply.

          







 

 19.5 If this Agreement is terminated pursuant to Article 19.1,
  19.2, or 19.4, the Licensee shall make royalty payments to the University in
  the manner specified in Article 5, and the University may proceed to enforce
  payment of all outstanding royalties or other monies owed to the University
  and to exercise any or all of the rights and remedies contained herein or otherwise
  available to the University by law or in equity, successively or concurrently
  at the option of the University. Upon any such termination of this Agreement,
  the Licensee shall forthwith deliver up to the University all Technology and
  any Improvements in its possession or control and shall have no further right
  of any nature whatsoever in the Technology or any Improvements. On the failure
  of the Licensee to so deliver up the Technology and any Improvements, the University
  may immediately and without notice enter the Licensee’s premises and take
  possession of the Technology and any Improvements. The Licensee will pay all
  charges or expenses incurred by the University in the enforcement of its rights
  or remedies against the Licensee in respect of this Article 19.5 including,
  without limitation, the University’s legal fees and disbursements on an
  indemnity basis. 

 19.6 The Licensee shall cease to use the Technology or any
  Improvements in any manner whatsoever or to manufacture the Products within
  five days from the Effective Date of Termination, Saturdays, Sundays, and statutory
  holidays excepted. The Licensee shall then deliver or cause to be delivered
  to the University an accounting within 30 clear days from the Effective Date
  of Termination. The accounting will specify, in or on such terms as the University
  may in its sole discretion require, the inventory or stock of Products manufactured
  and remaining unsold on the Effective Date of Termination. The University may
  instruct that the unsold Products be stored, destroyed, or sold under its direction,
  provided the Agreement was terminated pursuant to Article 19.2 or by the University
  pursuant to Article 19.4. If the Agreement was terminated pursuant to Article
  19.1, the unsold Products shall be sold only with the consent of the University.
  The Licensee will continue to make royalty payments to the University in the
  same manner specified in Article 5 on all unsold Products, notwithstanding anything
  contained in or any exercise of rights by the University under Article 19.5
  herein. 

 19.7 Notwithstanding the termination of this Agreement, Article
  13 shall remain in full force and effect until three years after 

	 	(a)
   	all payments of royalty required to
        be made by the Licensee to the University under this Agreement have been
        made by the Licensee to the University, and

         

	 	(b)	any other claim or claims of any nature
        or kind whatsoever of the University against the Licensee has been settled.



 20.0 MISCELLANEOUS COVENANTS
  OF LICENSEE: 

 20.1 The Licensee hereby represents and warrants to the University
  that the Licensee is a corporation duly organized, existing, and in good standing
  under the laws of the Province of British Columbia and has the power, authority,
  and capacity to enter into this Agreement and to carry out the transactions
  contemplated by this Agreement, all of which have been duly and validly authorized
  by all requisite corporate proceedings. 

 20.2 The Licensee represents and warrants that it has the
  expertise necessary to handle the Technology and any Improvements with care
  and without danger to the Licensee, its employees, agents, or the public. 








 20.3 The Licensee shall provide to the University with details
  of any and all Improvements it has made or acquired on a semi-annual basis.


 20.4 The Licensee shall comply with all laws, regulations
  and ordinances, whether Federal, Provincial, Municipal or otherwise with respect
  to the Technology and any Improvements and/or this Agreement. 

 20.5 Upon the presentation of itemized bills to the Licensee
  by the University, the Licensee shall pay all reasonable legal expenses and
  costs incurred by the University in respect of any consents and approvals required
  from the University, including but not limited to expenses and costs in respect
  of the University’s review of any sublicences to be granted by the Licensee.


 20.6 The Licensee shall pay all taxes and any related interest
  or penalty howsoever designated and imposed as a result of the existence or
  operation of this Agreement, including, but not limited to, tax which the Licensee
  is required to withhold or deduct from payments to the University. The Licensee
  will furnish to the University such evidence as may be required by Canadian
  authorities to establish that any such tax has been paid. The royalties specified
  in this Agreement are exclusive of taxes. If the University is required to collect
  a tax to be paid by the Licensee or any of its sublicensees, the Licensee shall
  pay such tax to the University on demand. 

 20.7 All fees, royalties and other payments to be made by
  the Licensee under the License Agreement will be paid to the University in full
  without set off or deduction of any kind. The Licensee will be responsible for
  all taxes, duties and other charges relating to the agreement. The University
  will charge interest on any payments that are overdue more than 30 days at the
  rate of 1% per month. 

 21.0 GENERAL: 

 21.1 The Licensee shall permit any duly authorized representative
  of the University during normal business hours and at the University's sole
  risk and expense to enter upon and into any premises of the Licensee for the
  purpose of inspecting the Products and the manner of their manufacture and generally
  of ascertaining whether or not the provisions of this Agreement have been, are
  being, or will be complied with by the Licensee. 

 21.2 Nothing contained herein shall be deemed or construed
  to create between the parties hereto a partnership or joint venture. No party
  shall have the authority to act on behalf of any other party, or to commit any
  other party in any manner or cause whatsoever or to use any other party's name
  in any way not specifically authorized by this Agreement. No party shall be
  liable for any act, omission, representation, obligation or debt of any other
  party, even if informed of such act, omission, representation, obligation or
  debt. 

 21.3 Subject to the limitations hereinbefore expressed, this
  Agreement shall enure to the benefit of and be binding upon the parties, and
  their respective successors and permitted assigns. 

 21.4 No condoning, excusing or overlooking by any party of
  any default, breach or non-observance by any other party at any time or times
  in respect of any covenants, provisos, or conditions of this Agreement shall
  operate as a waiver of such party's rights under this Agreement in respect of
  any continuing or subsequent default, breach or non-observance, so as to defeat
  in any way the rights of such party in respect of any such continuing or subsequent









 default or breach and no waiver shall be inferred from or
  implied by anything done or omitted by such party, save only an express waiver
  in writing. 

 21.5 No exercise of a specific right or remedy by any party
  precludes it from or prejudices it in exercising another right or pursuing another
  remedy or maintaining an action to which it may otherwise be entitled either
  at law or in equity. 

 21.6 Marginal headings as used in this Agreement are for the
  convenience of reference only and do not form a part of this Agreement and are
  not be used in the interpretation hereof. 

 21.7 The terms and provisions, covenants and conditions contained
  in this Agreement which by the terms hereof require their performance by the
  parties hereto after the expiration or termination of this Agreement shall be
  and remain in force notwithstanding such expiration or other termination of
  this Agreement for any reason whatsoever. 

 21.8 In the event that any part, section, clause, paragraph
  or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal
  or otherwise voidable or unenforceable, the entire agreement shall not fail
  on account thereof, and the balance of the Agreement shall continue in full
  force and effect. 

 21.9 The parties hereto acknowledge that the law firm of Richards
  Buell Sutton has acted solely for the University in connection with this Agreement
  and that all other parties hereto have been advised to seek independent legal
  advice. 

 21.10 This Agreement sets forth the entire understanding between
  the parties and no modifications hereof shall be binding unless executed in
  writing by the parties hereto. 

 21.11 Time shall be of the essence of this Agreement. 

 21.12 Whenever the singular or masculine or neuter is used
  throughout this Agreement the same shall be construed as meaning the plural
  or feminine or body corporate when the context or the parties hereto may require.


 IN WITNESS WHEREOF the parties hereto have hereunto executed
  this Agreement as of 9th day of October, 2003. 

 Signed for and on behalf of the UNIVERSITY OF BRITISH COLUMBIA
  by its duly authorized officers: 

 “David P. Jones”

  Associate Director 

  University-Industry Liaison 


Authorized Signatory



Authorized Signatory









 The corporate seal of RESPONSE BIOMEDICAL CORP. was hereunto affixed in the
  presence of:

{c/s} 


“William J. Radvak” 



Authorized Signatory



Authorized Signatory









 SCHEDULE "A"

 PATENTS

 UBC File 95-094 - titled "Quantitative Immunochromatographic Assays" 


 US patent #5,753,517 issued May 19, 1998

  European patent #97916959.6 granted October 23, 2002 

  Canadian patent application 2,250,242 

  United Kingdom application 97916959.6 

  Japanese patent application 09535359 







 THIS AGREEMENT made the __th day of __________ , 2003. 


BETWEEN:


 THE UNIVERSITY OF BRITISH COLUMBIA 

 OF THE FIRST PART AND: 

RESPONSE BIOMEDICAL CORP. 

 OF THE SECOND PART 

  

 

LICENCE AGREEMENT

 12298-0364 

  SAW/mc 

 

 RICHARDS BUELL SUTTON

  BARRISTERS AND SOLICITORS

  300 - 1111 MELVILLE STREET

  VANCOUVER, B.C. CANADA

  V6E 4H7

  (604) 682-3664