exv10w41







	 	 	 	 	 



Exhibit 10.41




COMMON STOCK PURCHASE AGREEMENT



This Agreement is dated May 2, 2001 by and among Biomira Inc., a Canadian corporation (the
“Corporation”), Biomira International Inc., a Barbados corporation (“Biomira International”) (the
Corporation and Biomira International are collectively referred to herein as “Biomira”) and Merck
KGaA (“Merck”), a German corporation.



The parties hereto agree as follows:




ARTICLE I

DEFINITIONS



Section 1.1 Certain Definitions.





	 	(a)	 	“Affiliates” means any business entity that directly or indirectly
controls, is controlled by, or is under common control with either party to this
Agreement. A business entity shall be deemed to “control” another business entity if
it owns, directly or indirectly, more than fifty percent (50%) of the outstanding
voting securities, capital stock or other comparable equity or ownership interest of
such business entity. If the laws of this jurisdiction in which such entity operates
prohibit ownership by a party of more than fifty percent (50%), control shall be
deemed to exist at the maximum level of ownership allowed by such jurisdiction;
	 
	 	(b)	 	“BLA” means a biological license application, or any successor
equivalent, as such term is used in the regulations of the FDA;
	 
	 	(c)	 	“BLP-25” means Biomira’s immunotherapeutic vaccine composed of a
25-amino acid sequence of the MUC1 cancer mucin, which vaccine is combined with the
adjuvant Lipid A and is encapsulated in a liposomal delivery system, together with (i)
any improvements thereto owned by Biomira (such as liposomal IL-2 in a kit, synthetic
Lipid A, or new delivery formats such as unit dose liquid formulations and unit doge
syringes) owned by Biomira or licensed in by Biomira with the right to sublicense in
the manner contemplated by the Collaboration Agreement and which Biomira and Merck
agree in writing to implement and (ii) any Prodrug thereof;
	 
	 	(d)	 	“Closing Date” means on/or about May 22, 2001, or such other date or
dates as Biomira may determine;
	 
	 	(e)	 	“Collaboration Agreement” means the collaboration agreement of even
date between Biomira International and Merck;
	 
	 	(f)	 	“Common Shares” means common shares in the capital or the
Corporation;
	 
	 	(g)	 	“Effective Date” shall mean May 2, 2001, or such other date as
Biomira and Merck may agree upon in writing;




 









 












	 	(h)	 	“FDA” means the United States Food and Drug Administration or any
successor agency;
	 
	 	(i)	 	“Primary Indication” means Theratope® or BLP-25, as the case may be,
label indication for treating and/or preventing (i) adjuvant breast cancer (stages
I-III), (ii) metastatic breast cancer (stage IV), (iii) metastatic lung cancer (stages
IIIb-IV), (iv) early stage lung cancer (stages I-IIIa), (v) adjuvant colorectal cancer
(stages IIb-III), (vi) metastatic colorectal cancer (stage IV), (vii) early stage
prostate cancer (stages Ib-III), and/or (viii) metastatic prostate cancer (stage IV);
	 
	 	(j)	 	“Prodrug” means a chemical precursor of THERATOPE® or BLP-25, as the
case may be, which is to be cleaved in a human being directly into THERATOPE® or
BLP-25, as the case may be, and/or a metabolic intermediate thereof, but excluding for
greater certainty antigen processing;
	 
	 	(k)	 	“Sold Shares” has the meaning attributed to that term in section 2.1
of this Agreement;
	 
	 	(l)	 	“Theratope®” means Biomira’s immunotherapeutic cancer vaccine
incorporating a synthetic mimic of Sialated Tn (STn), a naturally occurring cancer
associated antigen found on cancer cells: the synthetic carbohydrate STn is chemically
conjugated to keyhole limpet hemocyanin (KLH) and administered initially with an
adjuvant (EnhanzyaTM), together with (i) any improvements thereto owned by
Biomira (such as use of a new adjuvant, a replacement carrier for KLH or a new
delivery format such as a unit dose syringe) owned by Biomira or licensed in by
Biomira with the right to sublicense in the manner contemplated by the Collaboration
Agreement and which Biomira and Merck agree in writing to implement and (ii) any
Prodrug thereof; and
	 
	 	(m)	 	“Weighted Average Purchase Price” means, with respect to the price on
any date that the Common Shares are to be purchased by Merck as specified in this
Agreement, the weighted average of the price plus fifteen percent (15%) of such Common
Shares on the NASDAQ market for each of the ninety (90) business days before that date
equal to the milestone achievement (which is either the Effective Date, the date of
submission for BLA to the FDA for Theratope®, or for BLP-25, as the case may be.





ARTICLE II

PURCHASE AND SALE OF COMMON SHARES



Section 2.1 Purchase and Sale of Common Shares. Subject to the terms and conditions of this
Agreement, the Corporation shall issue and sell to Merck and Merck shall purchase from the
Corporation such Common Shares in such amounts and at such times as follows:





	 	(a)	 	within 20 days of the Effective Date, that number of Common Shares as is
obtained when the sum of Fifteen Million US dollars ($15,000,000 US) is divided by the
Weighted Average Purchase Price on the Effective Date;




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	 	(b)	 	within 10 days of the date of submission of a BLA to the FDA for Theratope®
for such metastatic breast cancer Primary Indication, that number of Common Shares as
is obtained when the sum of Five Million US dollars ($5,000,000 US) is divided by the
Weighted Average Purchase Price on such date of submission of such BLA to the FDA; and
	 
	 	(c)	 	within 10 days of the date of submission of a BLA to the FDA for BLP-25 for
such first Primary Indication, that number of Common Shares as is obtained when the
sum of One Million Five Hundred Thousand US dollars ($1,500,000 US) is divided by the
Weighted Average Purchase Price an such date of submission of such BLA to the FDA,






	 	 	(collectively, the Common Shares under subsections 2.1(a), (b) and (c) are referred to
herein as the “Sold Shares”).




Section 2.2 Common Shares. The Corporation has authorized and has reserved and covenants to
continue to reserve, free of preemptive rights and other similar contractual rights of
shareholders, a sufficient number of its authorized but unissued Common Shares to cover the Sold
Shares to be issued in connection with this Agreement.




ARTICLE III

REPRESENTATIONS AND WARRANTIES



Section 3.1 Representations and Warranties of Merck. Merck hereby makes the following
representations and warranties to Biomira:





	 	(a)	 	Merck has been independently advised as to the applicable hold period imposed
respect of the Sold Shares in all applicable jurisdictions and by all applicable
regulatory authorities and confirms that:






	 	(i)	 	no representation has been made to it, by, or on behalf
of the Corporation, respecting the applicable hold period for the Sold
Shares; and
	 
	 	(ii)	 	Merck is aware of the risks and other characteristic;
of the Common Shares and of the fact that Merck may not be able to resell
the Sold Shares except in accordance with the applicable securities
legislation and regulatory policies;






	 	(b)	 	Merck is resident in Germany;
	 
	 	(c)	 	Merck has not become aware of any advertisement with respect to the
distribution of the Sold Shares;
	 
	 	(d)	 	Merck is purchasing the Sold Shares as principal for its own account, for
investment purposes only, not for the benefit of any other person, and not with a view
to the resale or distribution of all or any of the Sold Shares within the Province of
Alberta;




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	 	(e)	 	this Agreement has been duly and validly authorized, executed and delivered
by and constitutes a legal, valid, binding and enforceable obligation of Merck;
	 
	 	(f)	 	if required by applicable securities legislation, policy or order or by any
securities commission, stock exchange or other regulatory authority, Merck will
execute, deliver, file and otherwise assist the Corporation in filing such reports,
undertakings and other documents with respect to the issuance of the Sold Shares
(including, without limitation, the Private Placement Questionnaire and Undertaking
required by The Toronto Stock Exchange) as may be required;
	 
	 	(g)	 	Merck has such knowledge in financial and business affairs as to be capable
of evaluating the merits and risks of the proposed investment and Merck is able to
bear the economic risk of loss of its investment;
	 
	 	(h)	 	Merck acknowledges that the sale of the Sold Shares has not been qualified
for distribution under the securities legislation of any Province of Canada or any
other jurisdiction, by way of prospectus or otherwise, and that Merck is purchasing
the Sold Shares pursuant to exemptions or orders contained in or issued under
applicable securities legislation and Merck will not have the tight to most of the
civil remedies established by securities legislation;
	 
	 	(i)	 	Merck acknowledges that no securities commission or similar regulatory
authority has reviewed or passed on the merits of the Sold Shares;
	 
	 	(j)	 	Merck acknowledges that there is no government or other insurance covering
the Sold Shares;
	 
	 	(k)	 	Merck will not resell the Sold Shares except in accordance with the
provisions of applicable securities legislation and regulatory policy and in
accordance with the restrictions contained in section 4.2 herein;
	 
	 	(l)	 	Merck has had the opportunity to consult its own independent professional
advisors with respect to the income tax consequences of purchasing the Sold Shares;
and
	 
	 	(m)	 	Merck acknowledges that restrictions may be noted on the certificate(s)
representing the Sold Shares.






	 	 	Merck agrees that the above representations, warranties and covenants will be true and
correct both as of the execution of this Agreement and as of the Closing Time and will
survive the completion of the sale of the Common Shares.




Section 3.2 Survival of Merck’s Representations and Warranties. The foregoing representations,
warranties and covenants are made by Merck with the intent that they be relied upon in determining
its suitability as a purchaser of Sold Shares. Merck undertakes to notify the Corporation
immediately of any change in any representation, warranty or other information relating to Merck
set out in this Agreement, which takes place prior to the Closing Time. Biomira shall be entitled
to rely on the representations and warranties of the undersigned contained in section 3.1 and Merck
shall




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indemnify and hold harmless Biomira for any loss or Biomira may suffer as a result of any
misrepresentation by Merck.



Section 3.3 Representations and Warranties of the Corporation. The Corporation hereby makes the
following representations and warranties to Merck:





	 	(a)	 	the Corporation has been duly incorporated and organized, and is a valid and
subsisting corporation, under the laws of Canada, and is qualified to carry on
business in the Province of Alberta;
	 
	 	(b)	 	the Corporation has the full corporate right, power and authority to execute
and deliver this Agreement and to issue the Sold Shares to Merck;
	 
	 	(c)	 	the Sold Shares to be issued under this Agreement have been duly authorized
by all necessary corporate action and, when paid for or issued in accordance with the
terms hereof, the Sold Shares shall be validly issued and outstanding, fully paid and
non- assessable, and Merck shall be entitled to all rights accorded to a holder of
Common Shares;
	 
	 	(d)	 	subject to section 4.1 herein, the Common Shares are listed and posted for
trading on The Toronto Stock Exchange and the NASDAQ Market:
	 
	 	(e)	 	this Agreement constitutes a binding obligation of the Corporation
enforceable in accordance with its terms; and
	 
	 	(f)	 	the execution and delivery of, and the performance of the terms of, this
Agreement by the Corporation, including the issue of the Sold Shares pursuant to this
Agreement does not and will not constitute a breach of, or default under, the
constating documents of the Corporation or any law, regulation, order or ruling
applicable to the Corporation or any agreement, contract or indenture to which the
Corporation is a party or by which it is bound.




Section 3.4 Representations and Warranties of Biomira International. Biomira International hereby
makes the following representations and warranties to Merck:





	 	(a)	 	Biomira International has been duly incorporated and organized, and is a
valid and subsisting corporation, under the laws of Barbados and is qualified to carry
on business in Barbados;
	 
	 	(b)	 	Biomira International has the full corporate right, power and authority to
execute and deliver this Agreement;
	 
	 	(c)	 	this Agreement constitutes a binding obligation of Biomira International
enforceable in accordance with its terms; and
	 
	 	(d)	 	the execution and delivery of, and the performance of the terms, of this
Agreement by Biomira International, and will not constitute a breach of, or default
under, the




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	 	 	 	constating documents of Biomira International or any law, regulation, order
or ruling applicable to Biomira International or any agreement, contract or indenture
to confirm Biomira International is a party or by which, it is bound.





ARTICLE IV

COVENANTS



Section 4.1 Covenant of the Corporation. The Corporation covenants and agrees with Merck to use
commercially reasonable efforts to try to obtain conditional approval of The Toronto Stock Exchange
and the NASDAQ Market, on or before the Closing Date, for the listing and/or reservation for
issuance and listing of the Sold Shares.



Section 4.2 Covenant of Merck. Merck covenants with Biomira that Merck’s trading and distribution
activities with respect to the Sold Shares will be in compliance with all the laws, rules and
regulations of Canada and such other jurisdictions as are applicable and the rules and regulations
of the NASDAQ Market and The Toronto Stock Exchange. Merck is familiar with Alberta Securities
Commission Rule 72-501 and Policy 45-601, and Merck warrants to the Corporation that it will comply
with such Rule and Policy with respect to sales of any of the Sold Shares to Alberta residents or
persons located in Alberta, and will not knowingly make any sales in Alberta or to an Alberta
resident in violation of such Rule or Policy. There are restrictions on Merck’s ability to resell
the Sold Shares elsewhere in Canada and it is the responsibility of Merck to and out what those
restrictions are and to comply with them before selling the Sold Shares into Canada. Further, with
respect to any Sold Shares acquired by Merck pursuant to this Agreement, for a period of two (2)
years following the date of acquisition thereof, Merck covenants and agrees that Merck shall not,
directly or indirectly, sell or otherwise transfer, or offer or agree or otherwise become bound to
sell or otherwise transfer any such Sold Shares nor shall Merck communicate during such period any
intention to sell or otherwise transfer such Sold Shares. During the third and fourth years
following the date of acquisition of the Sold Shares by Merck, Merck shall not, directly or
indirectly, sell or otherwise transfer, or communicate any intention to sell or otherwise transfer,
more than twenty-five percent (25%) of such Sold Shares. Notwithstanding the provisions of this
section 4.2, Merck may, upon prior written notice to Biomira International and subject to
compliance with all applicable laws and regulations and requirements of all applicable regulatory
authorities, sell or otherwise transfer any number of such Sold Shares to any Affiliate of Merck,
provided that such Affiliate has, prior to any such sale or other transfer, entered into a legally
binding agreement with
 Biomira which fully extends the restrictions with respect to such Sold Shares, set forth in this
Agreement to such Affiliate.




ARTICLE V

INDEMNIFICATIONS



Section 5.1 Survival. The representations and warranties made by each of the Corporation, Biomira
International and Merck in this Agreement shall survive the Closing Date and the consummation of
the transactions contemplated hereby until two (2) years from the date hereof. In the event of a
breach or violation of any of such representations, warranties or covenants, the party to whom such
representations, warranties or covenants have been made shall have all rights and




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remedies for such
breach or violation available to it under the provisions of this Agreement, irrespective of any
investigation made by or on behalf of such party on or prior to the Closing Date.



Section 5.2 General Indemnity. The Corporation and Biomira International agree to indemnify and
hold harmless Merck (and its directors, officers, affiliates, agents, successors and assigns) from
and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including,
without limitation, reasonable attorneys fees, charges and disbursements) incurred by Merck to any
third party as a result of any inaccuracy in or breach of the representations, warranties or
covenants made by the Corporation or Biomira International herein. Merck agrees to indemnify and
hold harmless each of the Corporation and Biomira International and each of their directors,
officers, affiliates, agents, successors and assigns from and against any and all losses,
liabilities, deficiencies, costs, damages and expenses (including, without limitation, reasonable
attorneys fees, charges and disbursements) incurred by the Corporation or Biomira International to
any third parry as a result of any inaccuracy in or breach of the representations, warranties or
covenants made by Merck herein. The indemnification against such third-party claims shall survive
any expiration of this Agreement.



Section 5.3 Indemnification Procedure. Any party entitled to indemnification under this Article V
(an “indemnified party”) will give written notice to the indemnifying party of any matters giving
rise to a claim for indemnification; provided, that that failure of any party entitled to
indemnification hereunder to give notice as provided herein shall not relieve the indemnifying
party of its obligations under this Article V except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any action, proceeding or claim is
brought against an indemnified party in respect of which indemnification is sought hereunder, the
indemnifying party shall be entitled to participate in and, unless in the reasonable judgment of
counsel to the indemnified party a conflict of interest between it and the indemnifying party may
exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel
reasonably satisfactory to the indemnified party. In the event that the indemnifying party advises
an indemnified party that it will contest such a claim for indemnification hereunder, or fails,
within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person
of its election to defend, settle or compromise, at its sole cost and expense, any action,
proceeding or claim (or discontinues its defense at any time after it commences such defense), then
the indemnified party may, at its option, defend, settle or otherwise
compromise or pay such action or claim. In any event, unless and until the indemnifying party
elects in writing to assume and does so assume the defense of any such claim, proceeding or action,
the indemnified party’s costs and expenses arising out of the defense, settlement or compromise of
any such action, claim or proceeding shall be losses subject to indemnification hereunder. The
indemnified party shall cooperate fully with the indemnifying party in connection with any
settlement negotiations or defense of any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the indemnified party
which relates to such action or claim. The indemnifying party shall keep the indemnified party
fully apprised at all times as to the status of the defense or any settlement negotiations with
respect thereto. If the indemnifying party elects to defend any such action or claim, the
indemnified party shall be entitled to participate in such defense with counsel of its choice at
its sole cost and expense. The indemnifying party shall not be liable for any settlement of any
action, claim or proceeding effected without its prior written consent. Notwithstanding anything
in this Article V to The contrary, the indemnifying party shall not, without the indemnified
party’s prior written consent, settle or compromise any claim or consent to entry of any judgment
in respect




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thereof which imposes any future obligation on the indemnified party or which does not
include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the
indemnified party of a release from all liability in respect of such claim. The indemnification
required by this Article V shell, be made by periodic payments of the amount thereof during the
course of investigation or defenses, as and when bills are received or expense, loss, damage or
liability is incurred, so long as the indemnified party irrevocably agrees to refund such moneys if
it is ultimately determined by a court of competent jurisdiction that such party was not entitled
to indemnification. The indemnity agreements contained herein shall be in addition to (a) any
cause of action or similar rights of the indemnified party against the indemnifying party or
others, and (b) any liabilities the indemnifying party may be subject to.




ARTICLE VI

MISCELLANEOUS



Section 6.1 Notices. Any notice, demand, request, waiver or other communication required or
permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery
or facsimile at the address or number designated below (if delivered on a business day during
normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such
notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such
mailing, whichever shall first occur. The addresses for such communications shall be:




	 	 	 
	If to the Corporation:

	 	Biomira Inc.
	 

	 	2011 — 94 Street
	 

	 	Edmonton, Alberta, Canada T6N 1H1
	 

	 	Telephone Number: (780) 490-2806
	 

	 	Fax: (780) 450-4772
	 

	 	Attention: Ed Taylor, Chief Financial Officer
	 
	 	 
	If to Biomira International:

	 	Biomira International Inc.
	 

	 	WhitePark House
	 

	 	White Park Road
	 

	 	Bridgetown, Barbados
	 

	 	Fax: (246) 429-2677
	 

	 	Attention: The Secretary
	 
	 	 
	With a copy to:

	 	Fraser Milner Casgrain LLP
	 

	 	2900 Manulife Place
	 

	 	10180 — 101 Street
	 

	 	Edmonton, Alberta, Canada TSJ 3V5
	 

	 	Telephone Number: (780) 423-7238
	 

	 	Fax: (780) 423-7276
	 

	 	Attention: Michael D. Obert






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	If to Merck:

	 	Merck KGaA
	 

	 	Frankfurter Strasse 250
	 

	 	D-64293 Darmstadt
	 

	 	Germany
	 

	 	Attention: Legal Department
	 

	 	Facsimile: 49-6151-72-2373
	 
	 	 
	With a copy to:

	 	EMD Pharmaceutical Inc.
	 

	 	3211 Shannon Road
	 

	 	Suite 500
	 

	 	Durham, North Carolina 27707
	 

	 	Attention: General Counsel
	 

	 	Facsimile: 919-401-7180





Any party hereto may from time to time change its address for notices by giving written notice of
such changed address to the other party hereto in accordance herewith.



Section 6.2 Standstill. Subject to section 11.4 of the Collaboration Agreement and sections
6.2(c) and 6.2(d) of this Agreement, Merck undertakes and agrees that, without the express prior
written consent of the Corporation, it shall not directly, or indirectly through any associate,
Affiliate or otherwise, at any time hereafter and prior to the date which is six (6) years after
the Effective Date:





	 	(a)	 	acquire, agree to acquire or make any proposal or offer to acquire, directly
or indirectly or in any manner, legal or beneficial ownership of or an option or other
right to acquire:






	 	(i)	 	any securities of Biomira or any of its Affiliates; or
	 
	 	(ii)	 	any assets of Biomira or any of its Affiliates from any
person which has itself acquired such assets by reason of its acquisition
of securities of Biomira or any of its Affiliates where such person’s
acquisition of securities of Biomira or any of its Affiliates was pursuant
to an understanding, whether formal or informal, that Merck would or may
acquire such assets from such person;
	 
	 	(iii)	 	make any “solicitation” of “proxies” (as such terms
are used under United States securities laws) to vote, or seek to advise or
influence any person with respect to the voting of, any securities of
Biomira or any of its Affiliates;
	 
	 	(iv)	 	institute any shareholder proposal in respect of
Biomira or any of its Affiliates;
	 
	 	(v)	 	propose any combination, directly or indirectly, of the
business or assets of Biomira or any of its Affiliates by way of
arrangement, merger, takeover bid, amalgamation or otherwise;
	 
	 	(vi)	 	otherwise attempt to influence or control the conduct
of the security holders of Biomira or any of its Affiliates; or




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	 	(vii)	 	engage in any discussions or negotiations with or
enter into any agreement, commitment or understanding, whether formal or
informal, with or otherwise act jointly or in concert with any person or
persons with respect to any of the foregoing.






	 	(b)	 	The rights and restrictions set forth in this section 6.2 shall, at Merck’s
option, terminate if (i) any person (other than Merck directly or indirectly through
any associate, Affiliate or otherwise) acquires nineteen percent (19%) or more of the
common shares of the Corporation, or (ii) a formal “take-over bid” (as defined under
Alberta securities legislation) is made by a person (other than Merck directly or
indirectly through any associate, Affiliate or otherwise) for fifty percent (50%) or
more of the voting securities of the Corporation. Additionally, Biomira shall advise
Merck upon becoming aware of any person (other than Merck directly or indirectly
through any associate, Affiliate or otherwise) who acquires ten percent (10%) or more
of the common shares of the Corporation.
	 
	 	(c)	 	Biomira shall have the right to waive or terminate this section 6.2 at any
time upon written notice to Merck.
	 
	 	(d)	 	Notwithstanding the provisions of this section 6.2, nothing in this section
6.2 shall be construed as prohibiting Merck from acquiring up to nineteen percent
(19%) of the common shares of the Corporation.




Section 6.3 Waivers. No waiver by either party of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future
or a waiver of any other provisions, condition or requirement thereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.



Section 6.4 Headings. The article, section and subsection headings in this Agreement are for
convenience only and shall not constitute a part of this Agreement for any other purpose and shall
not be deemed to limit or affect any of the provisions hereof.



Section 6.5 Successors and Assigns. This agreement shall be binding upon and inure to the benefit
of the parties and their successors and assigns. The rights and obligations of the parties hereto
may not be assigned to any other person without the prior written consent of the other party, which
consent shall not be unreasonably withheld or delayed. The parties hereto may not amend this
Agreement or any rights or obligations hereunder without the prior written consent of the
Corporation and Merck to be affected by the amendment. After the Closing Date, the assignment by a
party to this Agreement of any rights hereunder shall not affect the obligations of such party
under this Agreement.



Section 6.6 No Third Party Beneficiaries. This Agreement is intended for the benefit of the
parties hereto and their respective permitted successors and assigns and is not for the benefit of,
nor may any provision hereof be enforced by, any other person.




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Section 6.7 Governing Law. This Agreement shall be construed under the substantive laws of
England, without reference to its conflicts of laws provisions.



Section 6.8 Counterparts. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument and shall become effective when
counterparts have been signed by each party and delivered to the other parties hereto, it being
understood that all parties need not sign the same counterpart. Execution may be made by delivery
by facsimile.



Section 6.9 Severability. The provisions of this Agreement are severable and, in the event that
any court of competent jurisdiction shall determine that any one or more of the provisions or part
of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision or part of a provision of this Agreement and this Agreement shall be reformed
and construed as if such invalid or illegal or unenforceable provision, or part of such provision,
had never been contained herein, so that such provisions would be valid, legal and enforceable to
the maximum extent possible.



Section 6.10 Further Assurances. From and after the date of this Agreement, upon the request of
Merck or the Corporation or Biomira International, each of the Corporation, Merck and Biomira
International shall execute and deliver such instruments, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out to effectuate fully the intent and
purposes of this Agreement.



Section 6.11 Currencies. All references to dollars ($) in this Agreement are referenced to United
States dollars.



Section 6.12 The sale of the Sold Shares to be purchased pursuant to section 2.1(a) herein will be
completed at the offices of Fraser Milner Casgrain on the Closing Date.






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This Agreement is agreed to and accepted by:




	 	 	 	 	 
	 	BIOMIRA INC.

 	 
	 	By:  	/s/ Edward Taylor
 	 
	 	 	 	 
	 	 	 	 
	 
	 	BIOMIRA INTERNATIONAL INC.

 	 
	 	By:  	/s/ W. Vickery Stoughton
 	 
	 	 	 	 
	 	 	 	 
	 
	 	MERCK KGaA

 	 
	 	By:  	/s/ Bernhard Scheuble
 	 
	 	 	Title: Chairman and CEO 	 
	 	 	Date: 3rd May 2001 	 
	 
	 	 	 
	 	By:  	                     /s/ Jens Eckhardt
 	 
	 	 	Title: Legal Counsel 	 
	 	 	Date: 3rd May 2001 	 
	 




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