Exhibit 4.9


 


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
U.S. STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND
UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER,
SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE ISSUE DATE.


 


THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE
ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE
THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN
SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.


 


THIS WARRANT WILL BE VOID AND OF NO VALUE UNLESS
EXERCISED WITHIN THE TIME LIMITS PROVIDED HEREIN.


 


WARRANT TO PURCHASE COMMON SHARES


 


Company: FENNEC PHARMACEUTICALS INC., a
corporation continued under the laws of the Province of British Columbia


Number of Shares: 55,498


Type/Series of Shares: Common Shares


Warrant Price: US$8.11 per Common Share


Issue Date: September 23, 2022


Expiration Date: September 23, 2027, subject
to earlier expiration as set forth herein


Securities Purchase Agreement: This Warrant
to Purchase Common Shares (“Warrant”) is issued in connection with that certain Securities Purchase Agreement
dated August 1, 2022 between Petrichor Opportunities Fund I LP and Fennec Pharmaceuticals Inc. (as amended and/or modified and in effect
from time to time, the “SPA”).


 


THIS WARRANT CERTIFIES
THAT, for good and valuable consideration, PETRICHOR OPPORTUNITIES FUND I LP (together with any successor or permitted assignee
or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase
the number of fully paid and non-assessable shares (the “Shares”)
of the above-stated Type/Series of Shares (the “Common Shares”)
in the capital of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth
above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in
this Warrant.


 






     


     


    

 


SECTION 1. EXERCISE.


 


1.1       Method
of Exercise. Holder may at any time and from time to time exercise this Warrant,
in whole or in part, by delivering to the Company (i) the original of this Warrant;
(ii) a duly executed Notice of Exercise in substantially the form attached hereto as
Appendix 1; and (iii) unless Holder is exercising this Warrant pursuant to a cashless
exercise as set forth in Section 1.2, a check, wire transfer of same-day funds (to
an account designated by the Company) or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares
being purchased.


 


1.2       Cashless
Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section
1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of
this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number
of fully paid and non-assessable Shares as are computed using the following formula: 


 


X
= Y(A-B)/A


 


where:


 


X
=       the number of Shares to be issued to the Holder;


 


Y
=      the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment
of the aggregate Warrant Price);




 


A
=      the fair market value (as determined pursuant to Section 1.3 below) (the “Fair
Market Value”) of one Share; and




 


B
=       the Warrant Price.


 


1.3       Fair
Market Value. If the Company’s Shares are then traded or
quoted on a U.S. or Canadian nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market, including
the Nasdaq Capital Market (“Nasdaq”) or, failing which, the
Toronto Stock Exchange (the “TSX”) (each, a “Trading
Market”), the Fair Market Value of a Share shall be the closing price
or last sale price of a Share, expressed in US dollars, reported for the Business Day
immediately before the date on which Holder delivers this Warrant together with its
Notice of Exercise to the Company. If the Company’s Shares are not traded in a Trading Market,
the Board of Directors of the Company shall determine the Fair Market Value of
a Share in its reasonable good faith judgment.


 


1.4       Delivery
of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in
the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a
certificate representing the Shares issued to Holder upon such exercise and,
if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor
representing the Shares not so acquired.


 


1.5       Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form,
substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to
the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to
Holder, in lieu of this Warrant, a new warrant of like tenor and amount.


 


1.6       Treatment
of Warrant Upon Acquisition of Company.


 






    2


     


    

 


(a)      
Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of
related transactions involving: (i) the sale, lease,
exclusive license, or other disposition of all or substantially all of the assets of the Company; (ii)
any merger, amalgamation or consolidation of the Company into or with another person or entity (other than a merger, amalgamation or
consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the shareholders
of the Company in their capacity as such immediately prior to such merger, amalgamation, consolidation or reorganization, own
less than a majority of the Company’s (or the surviving or
successor entity’s) outstanding voting power immediately after such merger, amalgamation,
consolidation or reorganization; or (iii) any sale or other transfer by the shareholders of the Company of shares representing at least
a majority of the votes attaching to the Company’s then-total outstanding combined voting equity securities.


 


(b)       Treatment
of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s shareholders
consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), and the Fair Market Value of one Share as determined in accordance with Section 1.3 above would be
greater than the Warrant Price in effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not exercised
this Warrant pursuant to Section 1.1 above as to all Shares, then this Warrant shall automatically be deemed to be exercised in a Cashless
Exercise pursuant to Section 1.2 above as to all Shares effective immediately prior to and contingent upon the consummation of a
Cash/Public Acquisition. In connection with such Cashless Exercise, Holder shall be deemed to have restated each of the representations
and warranties in Section 4 of the Warrant as at the date thereof and the Company shall promptly notify the Holder of the number
of Shares (or such other securities) issued upon exercise. In the event of a Cash/Public Acquisition where the Fair Market Value of one
Share as determined in accordance with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such
Cash/Public Acquisition, then this Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.


 


(c)       Upon
the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume the obligations
of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid
for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing
of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.


 


(d)
      As used in this Warrant, “Marketable Securities”
means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or similar reporting requirements of applicable securities laws in Canada, and is then
current in its filing of all required reports and other information under the Act and the Exchange Act or under such applicable
securities laws in Canada; (ii) the class and series of shares or other security of the issuer
that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof
is then traded in a Trading Market; and (iii) if such Trading Market is a Canada Trading Market, Holder would be able to publicly re-sell,
immediately following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received
by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, or if such
Trading Market is a U.S. Trading Market, Holder would be able to publicly re-sell, within six (6) months and one day following the closing
of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were
Holder to exercise this Warrant in full on or prior to the closing of such Acquisition.


 






    3


     


    

 


SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT
PRICE.


 


2.1       Share
Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding Common
Shares payable in Shares or other securities or property (other than cash),
then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional
cost to Holder, the total number and kind of securities and property which Holder
would have received had Holder owned the Shares of record as of the date the dividend
or distribution occurred. If the Company subdivides the outstanding Common Shares by
reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased
and the Warrant Price shall be proportionately decreased. If the outstanding Common Shares
are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately
increased and the number of Shares shall be proportionately decreased.


 


2.2       Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding
Common Shares are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different
class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series
of Company securities that Holder would have received had the Shares been outstanding
on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions
of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations
substitutions, replacements or other similar
events.


 


2.3       No
Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant
and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share
interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share
interest by paying Holder in cash the amount computed by multiplying the fractional
interest by (i) the Fair Market Value (as
determined in accordance with Section 1.3 above) of a full Share, less (ii)
the then-effective Warrant Price.


 


2.4       Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, class/type and/or
number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth
the adjustments to the Warrant Price, class/type and/or number of Shares and facts
upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with an officer’s certificate
of an authorized officer of the Company, including computations of such adjustment and the Warrant Price, Class
and number of Shares in effect upon the date of such adjustment.


 


SECTION 3. REPRESENTATIONS
AND COVENANTS OF THE COMPANY.


 


3.1       Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder that all Shares which may be issued upon the
exercise of this Warrant, and all securities, if any, issuable upon conversion of the Common
Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable U.S. and Canadian federal, provincial and state securities
laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital
such number of Common Shares and other securities as will be sufficient to permit the
exercise in full of this Warrant.


 






    4


     


    

 


3.2       Notice
of Certain Events. If the Company proposes at any time to:


 


(a) declare any dividend
or distribution upon the outstanding shares in the capital of the Company,
whether in cash, property, shares, or other securities and whether or not a regular cash dividend;


 


(b) offer for subscription
or sale pro rata to the holders of the outstanding shares any additional shares (of any class or series) in the capital of the Company;


 


(c) effect any reclassification,
exchange, combination, substitution, reorganization or recapitalization of the
outstanding Common Shares; or


 


(d) effect an Acquisition
or to liquidate, dissolve or wind up; or 


 


then, in connection with each such event, the
Company shall give Holder:


 


(1) in the case of
the matters referred to in (a) and (b) above, at least seven (7)
Business Days prior written notice of the earlier to occur of the effective date thereof or the date on which a record will
be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding
Common Shares will be entitled thereto) or for determining rights to vote, if any; and


 


(2) in the case of
the matters referred to in (c) and (d) above at least seven (7)
Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding
Common Shares will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence
of such event and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with
such event giving rise to the notice).


 


The Company will also provide information requested
by Holder that is reasonably necessary to enable Holder to comply
with Holder’s accounting or reporting requirements.


 


SECTION 4. REPRESENTATIONS, WARRANTIES OF THE
HOLDER.


 


The Holder represents and warrants to the Company
as follows:


 


4.1       Purchase for Own Account. This
Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account,
not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act, the Securities
Act (British Columbia) (the “Securities Act”) or any other applicable securities law in Canada. Holder
also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.


 


4.2       Disclosure of Information.
Holder is aware of the Company’s business affairs and financial condition and
has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision
with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities
and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort
or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 






    5


     


    

 


4.3       Investment Experience. Holder
understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor
in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment
in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable
of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal
or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that
enables Holder to be aware of the character, business acumen and financial circumstances of such persons.


 


4.4       Accredited Investor Status.
Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act and of National Instrument
45-106 Prospectus Exemptions (“NI 45-106”), and is purchasing the Warrant pursuant to an exemption from the
prospectus requirements of applicable securities laws.


 


4.5       Registration Exemptions. Holder
understands that this Warrant and the Shares issued upon exercise of this Warrant and any securities such Shares may be convertible or
exchangeable into have not been registered with the Securities and Exchange Commission of the United States or the securities commission
of any state or any securities authority in any Province or Territory in Canada by reason of their issuance in a transaction either:
(i) exempt from the registration requirements of the Act pursuant to Section 4(2) thereof or Rule 506 promulgated thereunder; or (ii)
not subject to the registration requirements of the Act pursuant to Regulation S, nor have they been qualified by a prospectus under
the laws of any province or territory of Canada and, accordingly, are subject to resale restrictions and may not be offered or sold except
pursuant to an effective registration statement under the Act or receipted final prospectus under provincial or territorial laws unless
offered or sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Act
or the prospectus or other requirements of the laws of the applicable province or territory and in accordance with applicable state,
provincial and territorial securities laws. In addition, Holder represents that it is familiar with Rule 144 promulgated pursuant to
the Act and understands the resale limitations imposed hereby and by the Act. Holder understands that no public market presently exists
for any securities of the Company, and there can be no assurance that any such market will be created.


 


4.6       No
Shareholder Rights. Without limiting any term or provision of this Warrant, Holder agrees that it will not have any rights as a shareholder
of the Company (including, without limitation, voting rights) until the exercise of this Warrant.


 


SECTION 5. MISCELLANEOUS.


 


5.1       Term;
Automatic Cashless Exercise Upon Expiration.


 


(a)       Term.
Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole
or in part at any time and from time to time on or before 6:00 PM, U.S. Pacific time, on the
Expiration Date and shall be void thereafter.


 






    6


     


    

 


(b)       Automatic
Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the Fair Market
Value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater
than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised
pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and
the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such
exercise to Holder. 


 


5.2       Legends.Each
certificate evidencing Shares (and each certificate evidencing securities issued upon conversion of any Shares, if any) shall be imprinted
with legends in substantially the following form:


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN
FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER
IS EXEMPT FROM SUCH REGISTRATION.


 


DELIVERY OF THIS CERTIFICATE MAY NOT
CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE, BEARING NO LEGEND,
DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY", MAY BE OBTAINED FROM THE COMPANY UPON DELIVERY OF THIS CERTIFICATE AND A
DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING
MADE IN COMPLIANCE WITH RULE 904 OF REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.


 


If the Shares are issued prior to
________________, 2022:


 


[UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A
DAY AFTER THE ISSUE DATE.


 


THE COMMON SHARES REPRESENTED BY THIS
CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE
SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’
IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.]


 






    7


     


    

 


5.3       Compliance
with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable,
directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance
with applicable U.S. and Canadian federal, provincial and state securities laws by the transferor and the transferee (including, without
limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of
Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act
and NI 45-106. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability
of Rule 144 promulgated under the Act.


 


5.4       Transfer
Procedure. Subject to the provisions of Section 5.3, the Holder and any subsequent Holder may transfer all or part of this Warrant
or the Shares issued upon exercise of this Warrant (or the securities issuable upon conversion of the Shares, if any) to any transferee,
provided, however, in connection with any such transfer any subsequent Holder will give the Company notice of the portion of the Warrant
and/or Shares (and/or securities issuable upon conversion of the Shares) being transferred with the name, address and taxpayer identification
number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable);
and provided further, that any subsequent transferee shall agree in writing with the Company to be bound by all of the terms and conditions
of this Warrant.


 


5.5       Notices.
All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective
(i) when given personally; (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified
mail, postage prepaid; (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by
the recipient; or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in
any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder
from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the
Company receives notice of a change of address in connection with a transfer or otherwise:


 


Petrichor Opportunities Fund I LP


885 Third Avenue, Suite 2403


New York, NY 10022


Attn: Michael Beecham


Email: mbeecham@petrichorcap.com


 


With a copy to, which shall not constitute notice:


 


Greenberg Traurig, LLP


MetLife Building


200 Park Avenue


New York, NY 10166


Attn: Todd E. Bowen


Email: bowent@gtlaw.com


 


Notice to the Company shall
be addressed as follows until Holder receives notice of a change in address:


 


Fennec Pharmaceuticals Inc.


68 TW Alexander Drive


Research Triangle Park, NC 27709


Attn: Robert Andrade, CEO


EMAIL: randrade@fennecpharma.com


 






    8


     


    

 


5.6       Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated (either
generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination is sought. Any
such amendment under this Section 5.6 will be subject to the prior approval of Nasdaq and/or the TSX or of any regulator of any other
Trading Market having jurisdiction.


 


5.7       Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable legal fees. In
addition, the Company shall pay any reasonable legal fees of the Holder in connection with the exercise of the Warrant.


 


5.8       Counterparts;
Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the
same agreement. Any signature page delivered electronically or by facsimile shall be binding
to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9       Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws
of Canada applicable therein.


 


5.10     Headings.
The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision
of this Warrant.


 


5.11     Business
Days. “Business Day” is
any day that is not a Saturday, Sunday or a day on which the banks in North Carolina are closed.


 


5.12     Currency.As
used herein, “$” and “dollars” shall refer to United States Dollars.


 


 


 


[Signature
page follows]


 




    9


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Warrant to Purchase
Common Shares to be executed by their duly authorized representatives
effective as of the Issue Date written above.


 


“COMPANY”


 


FENNEC PHARMACEUTICALS INC.


 


 


	By: 	/s/ Robert Andrade	 


Name: Robert Andrade


Title: CFO


  


 


“HOLDER”


 


Petrichor Opportunities Fund
I LP


by PETRICHOR OPPORTUNITIES FUND I GP LLC


 


 


	By: 	/s/ Tadd Wessel	 


Name: Tadd Wessel


Title:
   Managing Member



 


 




     


     


    

 


APPENDIX 1


 


NOTICE OF EXERCISE


 


1.       The
undersigned Holder hereby exercises its right to purchase ___________ Common Shares (the “Shares”) in the capital
of Fennec Pharmaceuticals Inc. (the “Company”) in accordance with the attached Warrant to Purchase Common Shares
and tenders payment of the aggregate Warrant Price for such shares as follows:


 





		[   ]	check in the amount of $________ payable to order of the Company
enclosed herewith



 


		[   ]	Wire transfer of immediately available funds to the Company’s
account



 


		[   ]	Cashless Exercise pursuant to Section 1.2 of the Warrant



 


		[   ]	Other [Describe] 	 




 


2.       Please
issue a certificate or certificates representing the Shares in the name specified below:


 


	 	 	 
	 	Holder’s Name	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 


 


3.       By its execution below
and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase
Common Shares as of the date hereof.


 


	 	HOLDER:	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Title:	 	 
	 	 	 	 
	 	Date: