Unassociated Document


    MSA_
___________ – OCT Group LLC dd. ____, 2010

     

    Master Service
Agreement

    


    This
Agreement, entered into on the __th of
_____ 2010 by and between Adherex, Inc., duly
established and validly existing under the laws of Deleware, having its seat at
501 Eastowne Drive, Suite 140, Chapel Hill, NC legally represented by Robert
Andrade, acting on the basis of Operating Agreement (hereinafter referred to as
"Adherex”), and OCT Group,
LLC, whose principal office is at 845 Third Avenue, 6th Floor, New York,
NY, 10022, USA (hereinafter referred to as ‘’OCT’’) represented by President
Dmitry Sharov, acting on the basis of Operating Agreement and Resolution to
appoint President.

     

    
      	
              1.0

            	
              Definitions

            


    

     

    
      	
               
      

            	
              1.1

            	
              ‘Agreement’
      means this Master Service Agreement (MSA) and any of the Project-Specific
      Addenda (PSA) and Work Orders executed by both parties in writing and
      attached thereto.

            


    

     

    
      
        	
                 
      

              	
                1.2

              	
                Clinical Study/Trial:
      Any investigation in human subjects intended to discover or verify the
      clinical, pharmacological and/or other pharmacodynamic effects of an
      Investigational Product(s), and/or to identify any adverse reactions to an
      Investigational Product(s), and/or to study absorption, distribution,
      metabolism, and excretion of an Investigational Product(s) with the object
      of ascertaining its safety and/or efficacy. The terms “Clinical Trial” and
      “Clinical Study”
      are synonymous.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                1.3

              	
                ‘Confidential
      Information’ means any and all information which is now or at any time
      hereafter in the possession of one party and which is disclosed (whether
      orally or in any material form) to the other party or of which the other
      party becomes aware and which relates to the general business or financial
      affairs or Intellectual Property Rights of the disclosing party, including
      without limitation, information relating to the Services, the Materials,
      the Protocol, data, databases, know-how, formulae, processes, designs,
      photographs, drawings, specifications, prices, results, software programs
      and samples and any other material bearing or incorporating any
      information relating to the disclosing party’s business, business affairs,
      products, employees, consultants, contractors and marketing
      information.

              
	 	 	 


      

    

    
      	
               
      

            	
              1.4

            	
              Regulations for Good Clinical
      Practice: Order # 266 of the Ministry of Healthcare of the Russian
      Federation “On the enactment of the Clinical Practice rules in the Russian
      Federation” as of 19 June 2003, Federal Law as of 12 April 2010
      # 61-FZ “On Medical Drugs”, National Standard GOST R 52379-2005 of the
      Russian Federation (approved by the Order of the Federal Agency of
      Technical Harmonization and Metrology), identical to the ICH GCP –
      Guidelines for Good Clinical Practice of the International Conference on
      Harmonization of Technical Requirements for Registration of
      Pharmaceuticals for Human Use (Note for guidance on Good Clinical Practice
      (CPMP/ICH/135/95)).

            


    

     

    
      
        	
                 
      

              	
                1.5

              	
                ‘Intellectual
      Property Rights’ means any and all industrial property rights, including
      patents, know-how, trade marks (whether registered or unregistered),
      design rights (whether registered or unregistered), utility models,
      applications for and rights to apply for any of the same, rights to
      prevent passing off, copyright, database rights, topography rights and any
      other rights in any invention, discovery or process in any jurisdiction in
      the world.

              
	 	 	 


      

    

    
      
        	
              	
                1.6

              	
                Materials means
      compound(s) or medical devices and documents as referred to in the
      Protocol and provided to OCT to enable it to perform the Services under
      this MSA.

              
	 	 	 


      

    

    
      	
            	
              1.7

            	
              ‘Protocol’
      means the clinical trial protocol and other protocols if required,
      describing the objective(s), design, methodology, statistical
      considerations and organization of the Clinical
  Trials.

            


    

    


    
      	 
      	
              OCT:_________

            
	
              Page
      1 of 10

            	
              Adherex:
      _________

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MSA_
___________ – OCT Group LLC dd. ____, 2010

     

    
      	
               
      

            	
              1.8

            	
              Monitoring: The act of
      overseeing the progress of the Clinical Study, and of
      ensuring that it is conducted, recorded, and reported in accordance with
      the Protocol, Standard
      Operating Procedures, Regulations for Good Clinical Practice, and
      the Applicable
      Regulatory Requirements.

            


    

     

    
      	
               
      

            	
              1.9

            	
              Services means services
      on organization and carrying out of the Clinical Trial, as further
      specified in the Work Orders attached to this
  MSA.

            


    

     

    
      	
               
      

            	
              1.10

            	
              ‘Product’
      – the Investigational product

            


    

     

    
      	
               
      

            	
              1.11

            	
              Sponsor
      – a legal entity which takes responsibility for the initiation and/or
      management and financing of the Clinical Study; the developer and/or owner
      of the Product; the company Adherex.

            


    

     

    
      	
              2.0

            	
              Scope
      of Agreement

            


    

     

    
      	
               
      

            	
              2.1

            	
              ОСТ agrees to
      perform at the request of Adherex tasks with regard to the organization
      and monitoring of the Clinical trial, gathering and processing data,
      regulatory and the logistical activities connected with implementation of
      the services to the extent described in detail in the PSAs and Work Orders
      hereto, being the exhibits to the Agreement and forming its integral part.
      The Clinical trial will be carried in the territory of the Russian
      Federation.

            


    

     

    
      	
               
      

            	
              2.1

            	
              This
      MSA forms the basis for a working relationship between Adherex and OCT. This
      Agreement will be supplemented, in the form of PSAs and Work Orders, as
      the need arises. The PSA or the Work Order will contain the detailed
      requirements for the Services that are contracted to
  OCT.

            


    

     

    
      	
              3.0

            	
              OCT
      Obligations and Rights

            


    

     

    
      	
               
      

            	
              3.1

            	
              ОСТ undertakes to
      perform the Services under the Protocol, the terms of this MSA, in
      accordance with GCP and pursuant to the applicable local
      regulations.

            


    

     

    
      	
               
      

            	
              3.2

            	
              OCT
      has the necessary contracted consultants with the capability, skills and
      expertise to carry out the services set forth in the PSA in accordance
      with the Protocol, GCP and all other relevant laws, regulations and
      guidelines.

            


    

    


    
      	
               
      

            	
              3.3

            	
              OCT
      agrees to provide to Adherex regular reports on
      the services performed and the status of the ongoing
  trial.

            


    

    


    
      
        	
                 
      

              	
                3.4

              	
                OCT
      agrees to offer assistance of any kind in professional, organizational and
      administrative issues as well as in any other aspects relating to conduct
      of the Clinical Trial.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                3.5

              	
                OCT
      agrees to provide the delivery of the investigational product to the
      Investigation Sites. Amount of the Product and order of the shipment of
      the Product to the Investigation Sites will be agreed upon by the Parties
      additionally, after OCT submits and Adherex approves the elaborated
      Protocol.

              
	 	 	 


      

    

    
      	
               
      

            	
              3.6

            	
              Project
      Team. Stanislav Linkevich will serve as Project Manager for the duration
      of the trial unless Mr. Linkevich employment is terminated with OCT or
      Adherex is not satisfied with Mr. Linkevich's performance. Irina Petrova
      will serve as Project Supervisor for the duration of the trial unless Ms.
      Petrova's employment is terminated with OCT or Adherex is not satisfied
      with Ms. Petrova's performance. Any change in key project team members,
      (e.g. Project Manager/Supervisor or CRAs) will be approved by
      Adherex.

            


    

    
      


      
        	 
      	
                OCT:_________

              
	
                Page 2 of 10

              	
                Adherex:
      _________

              


      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      MSA_
___________ – OCT Group LLC dd. ____, 2010
 

    

    
      
        	
                 
      

              	
                3.7

              	
                OCT
      undertakes to return to Adherex all Materials
      provided earlier by Adherex after the end of the Clinical Trial.
      Adherex shall
      cover the expenses connected with the return of the
    Materials.

              
	 	 	 


      

    

    
      	
               
      

            	
              3.8

            	
              OCT
      shall have the right to require from Adherex any additional information
      necessary to perform the Services under this MSA. In case the required
      information is not provided or provided not in full, OCT shall have the
      right to postpone the Services under this
MSA.

            


    

     

    
      	
              4.0

            	
              Adherex Obligations
      and Rights

            


    

     

    
      
        	
                 
      

              	
                4.1

              	
                Adherex shall provide all
      the required documents on the basis of which OCT shall conduct the
      Clinical Trial.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                4.2

              	
                Adherex
      shall ensure the on-time supply of the product and other relevant
      medicines and Materials to be used in the Clinical Trial as per the study
      protocol.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                4.3

              	
                Adherex
      shall ensure the timely response to any enquiry of OCT for any additional
      documents necessary for the performance of the services under this
      Agreement. The service performance in the part connected with the
      requested Materials may be put on hold for the time period from the date
      of inquiry till the date of Materials receipt.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                4.4

              	
                Adherex is responsible for
      the on time wire transfer to the account of OCT amount of the payments for
      the Services. Adherex shall be responsible
      for the on-time wire transfers of the investigators’ and sites’ fee and
      other pass-through-costs payments.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                4.5

              	
                Adherex
      may request from the Service Provider any information related to the
      Services under this MSA.

              


      

    

     

    
      	
              5.0

            	
              Compensation

            


    

     

    
      	
               
      

            	
              5.1

            	
              The
      Total cost of the MSA is stated in the PSA which should be considered the
      integral part of the Agreement. Changes in scope may be incorporated into
      this Agreement upon the written consent of both parties provided that both
      parties agree on any additional costs associated with the performance of
      the changed Services. Agreement regarding changes in scope should be
      agreed upon in writing before the work is
  performed.

            


    

     

    
      	
               
      

            	
              5.2

            	
              Due
      to the specific nature of the following Services: Drug import, Ongoing
      Regulatory submissions, Protocol Amendments, SAE and SUSAR submission and
      inability to know the possible number of units may occur, the Parties
      agree that the cost of one unit shall be stated in the PSA. Shall there be
      more than one unit of the services performed, any and all such services
      shall be invoiced at the factual occurrence of units, provided that such
      services are preliminary approved by Adherex. These shall not be
      considered as the increase of the total cost of the MSA. Corresponding
      pass-through expenses for the abovementioned activities also will be
      invoiced to Adherex on actual
basis.

            


    

     

    
      	
               
      

            	
              5.3

            	
              All
      additionally required services will respectively cause increase in the
      total cost of the services.

            


    

     

    
      	
               
      

            	
              5.4

            	
              In
      the event of conflict between the terms of this Agreement and the Work
      Order the terms of this MSA shall
prevail.

            


    

     

    
      	
               
      

            	
              5.5

            	
              The
      Services rendered by OCT under this MSA will be paid for by Adherex on the
      basis of the invoices issued by OCT in the course of the Service
      performance under this Agreement.

            


    

     

    
      	
               
      

            	
              5.6

            	
              Adherex
      will reimburse OCT for reasonable expenses (PTCs) with appropriate
      supporting documentation incurred by OCT in the performance of Services at
      the rates specified in the PSA. Travel costs incurred as a result of
      monitoring the trial should adhere to OCT’s travel guideline /
      policy.

            


    

    
 

    
      	 
      	
              OCT:_________

            
	
              Page 3 of 10

            	
              Adherex:
      _________

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    MSA_
___________ – OCT Group LLC dd. ____, 2010
 

    
      	
               
      

            	
              5.7

            	
              The
      Parties hereby agree that the PTCs estimation in the PSA Budget enclosed
      does not include the expenses that can’t be foreseen before the start of
      the work. Any and all such expenses shall be subject to the approval of
      Adherex and will be invoiced in accordance with additional agreements
      between parties.

            


    

     

    
      	
               
      

            	
              5.8

            	
              All
      fees/costs in the PSA Budget enclosed are net charges and all applicable
      taxes like Custom duty on import of drugs, VAT, service tax, taxes from
      PTCs, goods and services tax, if any, would be charged
    extra.

            


    

     

    
      	
              6.0

            	
              Invoicing
      and payment procedure

            


    

     

    
      	
               
      

            	
              6.1

            	
              The
      Parties hereby agree on the following invoicing procedure during the
      course of the Service Rendering under this
MSA:

            


    

     

    
      	
               
      

            	
              6.1.1

            	
              The
      invoices for the Services (excluding Warehouse) rendered within the
      framework of the Clinical Trial will be invoiced at the fulfillment of the
      milestones as set forth below:

            


    

     

    
      	
               
      

            	
              a)

            	
              Within
      30 calendar days from the effective date of this MSA, Adherex agrees to
      make an advance payment to OCT in the amount of 10% of the Total Service
      cost.

            


    

     

    
      	
               
      

            	
              b)

            	
              5%
      of the cost of the Services - upon all sites evaluated and approved by
      Adherex.

            


    

     

    
      	
               
      

            	
              c)

            	
              10%
      of the cost of the Services – after obtaining of regulatory
      approval

            


    

     

    
      	
               
      

            	
              d)

            	
              10%
      of the cost of the Services – 25% patients
  enrolled

            


    

     

    
      	
               
      

            	
              e)

            	
              5%
      of the cost of the Services - 50% patients
  enrolled

            


    

     

    
      	
               
      

            	
              f)

            	
              5%
      of the cost of the Services – 75% patients
  enrolled

            


    

     

    
      	
               
      

            	
              g)

            	
              15%
      of the cost of the Services – 100% patients
  enrolled

            


    

     

    
      	
               
      

            	
              h)

            	
              5%
      of the cost of the Services – 25% of patients completed treatment, case
      report forms monitored and queries
resolved.

            


    

     

    
      	
               
      

            	
              i)

            	
              5%
      of the cost of the Services – 50% of patients completed treatment, case
      report forms monitored and queries
resolved.

            


    

     

    
      	
               
      

            	
              j)

            	
              10%
      of the cost of the Services – 75% of patients completed treatment, case
      report forms monitored and queries
resolved.

            


    

     

    
      	
               
      

            	
              k)

            	
              10%
      of the cost of the Services – 100% of patients completed treatment, case
      report forms monitored and queries
resolved.

            


    

     

    
      	
               
      

            	
              l)

            	
              5%
      of the cost of the ServicesDatabase
Lock

            


    

     

    In case
Database is not locked within two (2) months of milestone k) above (“100% of
patients completed treatment, case report forms monitored and queries resolved”)
not due to the fault of OCT, OCT shall have the right to invoice the total
amount for this “Database lock” milestone in 2 (two) months after “100% of
patients completed treatment, case report forms monitored and queries resolved”
is completed.

     

    
      	
               
      

            	
              m)

            	
              5%
      All Sites Closed

            


    

    
      


      
        	 
      	
                OCT:_________

              
	
                Page 4 of 10

              	
                Adherex:
      _________

              


      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      MSA_
___________ – OCT Group LLC dd. ____, 2010
 

    

    
      	
               
      

            	
              6.2

            	
              The
      service invoice will itemize the total number of hours and/or days applied
      to the clinical trial during the period of the milestone
      fulfillment.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      invoices for the PTCs incurred within the framework of Service Performance
      will be invoiced on monthly basis as
follows:

            


    

     

    At the
beginning of the month, but not later than within 15 (fifteen) days of the
beginning of the month, OCT will submit an invoice for services
and PTCs incurred within the framework of service performance within the
previous month.

     

    Warehouse
expenses shall be considered PTCs and shall be invoiced
accordingly.

     

    
      
        	
                 
      

              	
                6.4

              	
                Payment
      of each invoice is due upon receipt by Adherex and is past due thirty (30)
      calendar days from receipt of invoice. If Adherex has any valid reason
      for disputing any part of the invoice supplied by OCT they will notify OCT
      within fourteen (14) calendar days of receipt by Adherex, and if no such
      notification is given the invoice will be deemed valid. The portion of
      OCT’s invoice, which is not in dispute, will be paid in accordance with
      the procedures set forth herein.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                6.5

              	
                OCT
      will provide confirmation documents for all project expenses incurred and
      invoiced to Adherex except amounts specified in PSA as fixed. Fixed
      amounts and translation cost will be invoiced without supporting
      documentation.

              
	 	 	 


      

    

    
      
        	
                 
      

              	
                6.6

              	
                Adherex
      agrees to make the advanced payments for the following PTCs, shall the
      need arise:

              
	 	 	 


      

    

    
      	
               
      

            	
              6.6.1

            	
              Purchase
      of concomitant medication. In case advanced payment for purchase of the
      concomitant medication is required by the vendor (the drug supplier,
      Adherex agrees to pay expenses for purchase of the concomitant medication
      within 14 (fourteen) working days from receipt of invoice from OCT,
      provided that OCT will provide Adherex with request of forthcoming payment
      and tentative payment date not later than 15 (fifteen) working days prior
      to day of expected payment.

            


    

     

    
      	
               
      

            	
              6.6.2

            	
              Customs
      payments. Adherex agrees to make the advanced payments for the customs and
      brokers’ fees. The invoices for such payments shall be paid within 14
      (fourteen) working days of the receipt date by
  Adherex.

            


    

     

    
      	
               
      

            	
              6.6.3

            	
              Investigators’
      fees and Study Sites’ fees. Adherex agrees to make the advanced payments
      for investigators’ fees and study sites’ fees provided that OCT shall
      submit an invoice with a detailed report on the services performed by the
      investigators and the study sites. Such invoice shall be paid within 14
      (fourteen) days within the receipt by
Adherex.

            


    

    


    
      	
               
      

            	
              6.7

            	
              For
      any delays with the payments Adherex shall be charged a late fee of 1% of
      the total amount overdue for each month of the
  delay.

            


    

    


    
      	
               
      

            	
              6.8

            	
              OCT
      has the right to suspend work if payments remain outstanding on undisputed
      invoices.

            


    

     

    
      	
               
      

            	
              6.9

            	
              The
      currency of the Agreement is USD. All the payments are to be made in
      USD.

            


    

     

    
      	
              7.0

            	
              Period
      of the Agreement

            


    

    


    
      	
               
      

            	
              7.1

            	
              This
      Agreement shall take effect on ______, 2010 and shall terminate on June
      31, 2013 unless either terminated earlier or extended by the parties
      pursuant to the terms of clause 8.0. of this
  MSA.

            


    

    
      


      
        	 
      	
                OCT:_________

              
	
                Page 5 of 10

              	
                Adherex:
      _________

              


      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      MSA_
___________ – OCT Group LLC dd. ____, 2010
 

    

    
      	
               
      

            	
              7.2

            	
              The
      period of the Clinical Trial shall be specified in the Protocol. In case
      the duration of the Clinical Trial is prolonged above the termination date
      of this MSA stated in article 7.1., the MSA shall be considered prolonged
      accordingly.

            


    

     

    
      	
               
      

            	
              7.3

            	
              Adherex
      acknowledges that the deadlines of the Clinical Trial and this MSA might
      be postponed not due to the fault of OCT. Adherex agrees to postpone all
      the deadlines for a time period equal to the duration of the delays that
      may incur.

            


    

     

    
      	
              8.0

            	
              Termination

            


    

     

    
      	
               
      

            	
              8.1

            	
              For
      a period of fourteen (14) days prior to the exercise of the termination
      rights in clauses 8.2 or 8.3 below, the parties agree that there will be
      full discussion at senior management level between Adherex and OCT to
      discuss the relevant issues and to explore alternatives to
      termination.

            


    

    


    
      	
               
      

            	
              8.2

            	
              This
      MSA or a PSA and/or Work Order may be terminated by either party by giving
      thirty (30) days written notice to the other
  party.

            


    

    


    
      
        	
                 
      

              	
                8.3

              	
                In
      the event of termination by Adherex for reasons other than default by OCT,
      Adherex shall pay all sums owing to OCT, but unpaid, for work performed to
      date of receipt of termination notice, and all agreed and documentally
      supported costs associated with the termination itself or with the
      payments that OCT is committed to make for the invoices from its
      subcontractors and partners that have not been billed at the moment of
      Termination of the Agreement and are connected with the service
      performance under this Agreement, including but not limited to the
      expenses for the booked hotels and tickets, courier services, customs and
      logistical expenses, all necessary payments to the medical
      representatives, Investigators and the Institutions.

              
	 	 	 


      

    

    
      	
               
      

            	
              8.4

            	
              Either
      party shall be entitled forthwith to terminate this Agreement or any
      PSA/Work Order by written notice to the other if that other is adjudged
      insolvent or goes into liquidation (other than for bona fide
      reconstruction) or has a receiver appointed over any of its property or
      assets.

            


    

     

    
      	
               
      

            	
              8.5

            	
              If
      this Agreement is terminated, all WORK ORDERs in existence at the date of
      termination shall also terminate unless the parties agree
      otherwise.

            


    

     

    
      	
               
      

            	
              8.6

            	
              In
      the event of termination of this Agreement for any reason OCT shall
      promptly return to Adherex all Information (including unused study drug)
      provided to OCT or generated by OCT in connection with the provision of
      the Services. On termination of this Agreement for any reason, OCT shall
      only retain any Information to the extent and for the duration required by
      any applicable law, and shall notify Adherex in writing before destroying
      such Information.

            


    

    


    
      
        	
                9.0

              	
                Warranties

              
	 	 


      

    

    
      	
               
      

            	
              9.1

            	
              OCT
      warrants to Adherex that the Services will be performed in accordance with
      the standard of care usually and reasonably expected in the performance of
      such services.

            


    

     

    
      	
               
      

            	
              9.2

            	
              Adherex
      warrants that it is the legal and beneficial owner and has full title and
      interest in the Protocol and to the Materials, or is otherwise licensed to
      use the Protocol and Materials, and that OCT’s performance of its
      obligations under this Agreement, provided they are undertaken in
      accordance with this Agreement and the Protocol and OCT’s use or
      possession of the Materials for the purposes of this Agreement will not
      infringe the rights (including the Intellectual Property Rights) of any
      third party.

            


    

    
      


      
        	 
      	
                OCT:_________

              
	
                Page 6 of 10

              	
                Adherex:
      _________

              


      

       

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    MSA_
___________ – OCT Group LLC dd. ____, 2010

     

    
      	
              10.0

            	
              Liabilities
      and Indemnities

            


    

     

    
      	
               
      

            	
              10.1

            	
              Subject
      to the provisions of clause 10.3 below, Adherex shall fully indemnify and
      keep indemnified, OCT against any and all claims, liability, losses,
      damage, costs and/or expenses of any nature (including, without
      limitation, legal costs and expenses) incurred or suffered by OCT which
      arise directly out of any allegation or claim that performance of the
      Services in accordance with the terms of this Agreement by OCT constitutes
      infringement of any third party Intellectual Property Rights (“IP
      Claims”).

            


    

    


    
      	
               
      

            	
              10.2

            	
              Subject
      to the provisions of clause 10.3 below, Adherex shall indemnify and hold
      OCT harmless from any third party liability, expenses, costs (including
      legal costs), suffered or incurred in connection with any claim, suit or
      proceeding brought against OCT so far as it is based on a claim for
      personal injury suffered by patients and directly resulting from the
      performance of the Services (“Injury
Claims”).

            


    

    


    
      	
               
      

            	
              10.3

            	
              The indemnities set out in
      Clauses 10.1 and 10.2 above shall only apply provided
      that:

            


    

     

    the
Services are, at all times, conducted strictly according to the Protocol and any
written instructions delivered by Adherex concerning the administration of the
Materials;

     

    the IP
Claims and/or Injury Claims do not arise from or are contributed to by the
negligence, willful default or breach of the terms of this Agreement by OCT, its Affiliates, their representatives or any
subcontractors;

     

    Adherex
is promptly notified in writing of any matter which may give rise to an IP Claim
or an Injury Claim to which these indemnities may apply no later than 10
business days after OCT becomes aware of any such
matters.

    


    
      	
               
      

            	
              10.4

            	
              OCT
      shall cooperate with Adherex and its legal representatives in the
      investigation and defense of any IP Claim or Injury Claim under this MSA.
      In the event an IP Claim or Injury Claim is asserted, OCT may elect to
      choose counsel independent from that representing Adherex, in which case
      Adherex shall be responsible to reimburse to OCT any costs and expenses
      associated with the IP Claim or Injury Claim including, but not limited
      to, legal costs, expert fees and all related
  costs.

            


    

     

    
      	
               
      

            	
              10.5

            	
              OCT
      shall indemnify and hold harmless Adherex as a result of a claim or claims
      arising from any negligent act, error or omission committed by OCT or by
      an employee of OCT or any person or organization acting on behalf of OCT,
      when so acting, in the course of services or contractual obligations
      undertaken by OCT.

            


    

     

    
      	
              11.0

            	
              Confidential
      Information

            


    

     

    In regard
to the Confidential Information the Parties shall bear the responsibility
expressly set forth in the Confidentiality and Non-disclosure Agreement executed
by the Parties.

     

    The
obligations set out in this clause 11 will survive the expiry or termination of
this Agreement.

    
      


      
        	 
      	
                OCT:_________

              
	
                Page 7 of 10

              	
                Adherex:
      _________

              


      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

     

    MSA_
___________ – OCT Group LLC dd. ____, 2010
 

    
      	
              12.0

            	
              Medical
      and Regulatory

            


    

    


    
      	
               
      

            	
              12.1

            	
              Both
      parties shall promptly notify the other party of any governmental
      regulatory inspections of which it becomes aware and which relate to the
      project. OCT by no means will limit the right of Adherex to be present at
      any such inspections. Adherex in accordance with this MSA may delegate OCT
      the responsibility for preparation of answers to all questions aroused
      during inspection. In such occasion Adherex will provide OCT with all
      information necessary to prepare such
answers.

            


    

     

    
      	
               
      

            	
              12.2

            	
              Adherex
      may designate representatives who shall, upon reasonable notice to OCT,
      have access to and shall be permitted to review all documents,
      information, data and/or Materials specifically related to the conduct of
      the clinical trial under this MSA.

            


    

     

    
      	
              13.0

            	
              Independent
      Contractor Status

            


    

     

    
      	
               
      

            	
              13.1

            	
              It
      is understood and agreed that OCT is an independent contractor and will
      not have any rights to any of Adherex’s benefits. OCT agrees to make any
      payments or withholding required by the Inland Revenue, social security
      and any related statutes or
regulations.

            


    

     

    
      	
               
      

            	
              13.2

            	
              It
      is further understood that OCT is not an agent of Adherex and Adherex is
      not an agent of OCT and neither party is authorized to bind the other
      party with respect to any third
party.

            


    

     

    
      	
              14.0

            	
              Conflicts
      of Interest

            


    

     

    
      	
               
      

            	
              14.1

            	
              OCT
      represents that there is no conflict of interest between performance of
      this MSA and the performance of services by OCT for any other party. In
      the event that OCT believes that there is any such conflict, or any such
      conflict arises during the term of this MSA, OCT will immediately notify
      Adherex, which may, at its sole discretion, immediately terminate this
      Agreement without liability to OCT.

            


    

     

    
      	
              15.0

            	
              Force
      Majeure

            


    

     

    
      	
               
      

            	
              15.1

            	
              Neither
      party shall be liable for delay in performing or failure to perform
      obligations under this Agreement if such delay or failure results from
      circumstances outside its reasonable control (“Force Majeure”). In such
      circumstances, the party affected by the event of Force Majeure shall
      promptly notify the other party of the Force Majeure and shall take all
      reasonable steps to mitigate its
effects.

            


    

     

    
      	
               
      

            	
              15.2

            	
              Subject
      to compliance with the provisions of clause 15.1 above, an incident of
      Force Majeure shall not constitute a breach of this MSA and the time for
      performance shall be extended accordingly; however, if it persists for
      more than 30 days:

            


    

     

    
      	
               
      

            	
              a)

            	
              the
      parties may enter into discussions with a view to alleviating its effects
      and, if possible, agreeing on such alternative arrangements as may be
      reasonable in the circumstances; or

            


    

     

    
      	
               
      

            	
              b)

            	
              the
      party not in default may immediately, on notice to the other party,
      terminate this MSA and the provisions of clause 8.0 shall
      apply.

            


    

     

    
      	
              16.0

            	
              Notices

            


    

     

    
      	
               
      

            	
              16.1

            	
              Any
      notice will be in writing and will be given by registered mail, return
      receipt requested, or hand delivered to the other party at the address
      given on this agreement or to such other address as may be substituted by
      notice. If sent by mail, notice will be effective on the date of receipt.
      Other communication may be by a variety of means including telephone, fax,
      email, etc.

            


    

    


    
      	 
      	
              OCT:_________

            
	
              Page 8 of 10

            	
              Adherex:
      _________

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    MSA_
___________ – OCT Group LLC dd. ____, 2010

     

    
      	
              17.0

            	
              General
      Provisions

            


    

     

    
      	
               
      

            	
              17.1

            	
              This
      Agreement and the obligations of the parties shall be governed by and
      construed in accordance with the governing law of USA. All controversies
      on this agreement should be solved under the jurisdiction of the New York
      City courts.

            


    

     

    
      	
               
      

            	
              17.2

            	
              Neither
      party may subcontract or assign any of its obligations or rights under
      this MSA without the prior written consent of the other party, save that
      each Party may assign its rights and/or obligations hereunder to any of
      its Associated Companies. Save for such permitted assignees, no person who
      is not a party to this agreement shall be conferred any rights under
      it.

            


    

     

    
      	
               
      

            	
              17.3

            	
              The
      headings in this Agreement are for reference purposes only; they will not
      affect the meaning or construction of the terms of this
      Agreement.

            


    

     

    
      	
               
      

            	
              17.4

            	
              If
      any parts or part of this Agreement are held to be invalid, the remaining
      parts of the Agreement will continue to be valid and
      enforceable.

            


    

     

    
      	
               
      

            	
              17.5

            	
              Any
      action of any kind by either party arising out of this Agreement must be
      commenced within one (1) years from the date the right, claim, demand, or
      cause of action shall first arise.

            


    

    


    
      	
               
      

            	
              17.6

            	
              This
      Agreement contains the complete and exclusive understanding of the parties
      with respect to the subject matter hereof. No waiver, alteration or
      modification of any of the provisions hereof will be binding unless in
      writing and signed by a duly authorized representative of the party to be
      bound. Neither the course of conduct between the parties nor trade usage
      will act to modify or alter the provisions of this
    Agreement.

            


    

    


    
      	
               
      

            	
              17.7

            	
              This
      Agreement has been executed and signed in two counterparts, one for each
      Party. The
      counterparts have equal juridical
force.

            


    

     

    
      	
              18.0

            	
              Exhibits

            


    

     

    
      	
               
      

            	
              18.1

            	
              This
      MSA has the
      following exhibits attached hereto and incorporated
  herein:

            


    

     

    
      	
               
      

            	
              1.

            	
              EXHIBIT 1. - PSA to MSA_
      Adherex – OCT Group LLC dd. ____,
2010

            


    

     

    
      	
              19.0

            	
              Legal
      Address and Banking Details of the
parties

            


    

      

    20.1. OCT Legal Address and
Banking Details

     

    OCT
Group, LLC

    845 Third
Avenue, 6th Floor,

    New York,
NY 10022, USA

     

    20.2 Adherex Legal Address and
Banking Details

     

    Adherex,
Inc.

    501
Eastowne Drive, Suite 140

    Chapel
Hill, NC 27514, USA

    


    
      	 
      	
              OCT:_________

            
	
              Page 9 of 10

            	
              Adherex:
      _________

            


    

     

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    MSA_
___________ – OCT Group LLC dd. ____, 2010

     

    Bank

    Swift/Bic:

    Iban:

     

    Signatures
of the Parties

    


    OCT
Group, LLC

    


    Signature:
/s/ Dimitry Sharov

    


    Name:
Dimitry Sharov

    


    Title:
President


     

     

    Adherex

     

    Signature:
/s/ Rosty Raykov

    


    Name:
Rosty Raykov

    


    Title:
Chief Executive Officer

    
      


      
        	 
      	
                OCT:_________

              
	
                Page
      10 of 10

              	
                Adherex:
      _________