Exhibit
10.27

    


    North
Carolina Commercial Lease Agreement

     

    This
Commercial Lease Agreement ("Lease") is made and effective the 1st day of
January, 2010, by and between VALFERN HOLDINGS, INC.
("Landlord") and ADHEREX
TECHNOLOGIES, INC. ("Tenant").

     

    Landlord
is the owner of land and improvements commonly known and numbered as 501
EASTOWNE DR., Ste. 140 CHAPEL HILL, NC 27514 and legally described as follows
(the "Building"):

     

    Landlord
makes available for lease a portion of the Building designated as Approximately
1,058 RSF, said premises shall be of Suite 140 of the building designated above.
(the "Leased Premises").

     

    Landlord
desires to lease the Leased Premises to Tenant, and Tenant desires to lease the
Leased Premises from Landlord for the term, at the rental and upon the
covenants, conditions and provisions herein set forth.

     

    THEREFORE,
in consideration of the mutual promises herein, contained and other good and
valuable consideration, it is agreed:

     

    1. Term.

     

    A.
Landlord hereby leases the Leased Premises including Furniture outlined in
Exhibit B to Tenant, and Tenant hereby leases the same from Landlord, for an
"Initial Term" beginning the 15th day of
January, 2010 and ending the 15th day of
January, 2011. Landlord shall use its best efforts to give Tenant possession as
nearly as possible at the beginning of the Lease term. If Landlord is unable to
timely provide the Leased Premises, rent shall abate for the period of delay.
Tenant shall make no other claim against Landlord for any such
delay.

     

    B. Tenant
may renew the Lease for one extended term of one calendar year. Tenant shall
exercise such renewal option, if at all, by giving written notice to Landlord
not less than ninety (90) days prior to the expiration of the Initial Term. The
renewal term shall be at the rental set forth below and otherwise upon the same
covenants, conditions and provisions as provided in this Lease.

     

    2. Rental.

     

    A. Tenant
shall pay to Landlord during the Initial Term rental of $24,281.11 per year, payable in
installments of $2,023.43 per month. Each installment payment shall be due in
advance on the fifth day of each calendar month during the lease term to
Landlord at Valfern Holdings, Inc. 501 Eastowne Dr., Ste. 145 Chapel Hill, NC
27514 or at such other place designated by written notice from Landlord to
Tenant. The rental payment amount for any partial calendar months included in
the lease term shall be prorated on a daily basis. Tenant shall also pay to
Landlord a "Security Deposit" in the amount of $2023.43.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    B. The
rental for any renewal period shall be independently negotiated between the
parties and shall be agreed to in writing at such time as Tenant should elect to
renew the said lease.  The parties at such time shall then sign a
lease addendum laying out the annual rent.

     

    3. Use

     

    Notwithstanding
the forgoing, Tenant shall not use the Leased Premises for the purposes of
storing, manufacturing or selling any explosives, flammables or other inherently
dangerous substance, chemical, thing or device.

     

    4. Sublease
and Assignment.

     

    Tenant
shall have the right without Landlord's consent, to assign this Lease to a
corporation with which Tenant may merge or consolidate, to any subsidiary of
Tenant, to any corporation under common control with Tenant, or to a purchaser
of substantially all of Tenant's assets. Except as set forth above, Tenant shall
not sublease all or any part of the Leased Premises, or assign this Lease in
whole or in part without Landlord's consent, such consent not to be unreasonably
withheld or delayed.

     

    5. Repairs.

     

    During
the Lease term, Tenant shall make, at Tenant's expense, all necessary repairs to
the Leased Premises. Repairs shall include such items as routine repairs of
floors, walls, ceilings, and other parts of the Leased Premises damaged or worn
through normal occupancy, except for major mechanical systems or the roof,
subject to the obligations of the parties otherwise set forth in this
Lease.

     

    6. Alterations
and Improvements.

     

    Tenant,
at Tenant's expense, shall have the right following Landlord's written consent
to remodel, redecorate, and make additions, improvements and replacements of and
to all or any part of the Leased Premises from time to time as Tenant may deem
desirable, provided the same are made in a workmanlike manner and utilizing good
quality materials. Tenant shall have the right to place and install personal
property, trade fixtures, equipment and other temporary installations in and
upon the Leased Premises, and fasten the same to the premises. All personal
property, equipment, machinery, trade fixtures and temporary installations,
whether acquired by Tenant at the commencement of the Lease term or placed or
installed on the Leased Premises by Tenant thereafter, shall remain Tenant's
property free and clear of any claim by Landlord. Tenant shall have the right to
remove the same at any time during the term of this Lease provided that all
damage to the Leased Premises caused by such removal shall be repaired by Tenant
at Tenant's expense.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7. Property
Taxes.

     

    Landlord
shall pay, prior to delinquency, all general real estate taxes and installments
of special assessments coming due during the Lease term on the Leased Premises,
and all personal property taxes with respect to Landlord's personal property, if
any, on the Leased Premises. Tenant shall be responsible for paying all personal
property taxes with respect to Tenant's personal property at the Leased
Premises.

     

    8. Association.

     

    Landlord
shall pay, prior to delinquency, all association dues for the premises and shall
hold harmless the tenant thereof.

     

    9. Utilities.

     

    A. The
tenant shall be responsible for any public or private utilities on the premises
and shall hold landlord harmless thereto.

     

    B. Tenant
shall pay all charges for water, sewer, gas, electricity, telephone, internet,
security, janitorial, telephone operator and other services and utilities used
by Tenant on the Leased Premises during the term of this Lease unless otherwise
expressly agreed in writing by Landlord. In the event that any utility or
service provided to the Leased Premises is not separately metered or if the
Tenant wishes to utilize any of the aforesaid services from the Landlord,
Landlord shall pay the amount due and separately invoice Tenant for Tenant's
share of the charges by a separate agreement. Tenant shall pay such amounts
within fifteen (15) days of invoice. Tenant acknowledges that the Leased
Premises are designed to provide standard office use electrical facilities and
standard office lighting. Tenant shall not use any equipment or devices that
utilizes excessive electrical energy or which may, in Landlord's reasonable
opinion, overload the wiring or interfere with electrical and other services to
other tenants.

     

    10. Insurance.

     

    A. If the
Leased Premises or any other part of the Building is damaged by fire or other
casualty resulting from any act or negligence of Tenant or any of Tenant's
agents, employees or invitees, rent shall not be diminished or abated while such
damages are under repair, and Tenant shall be responsible for the costs of
repair not covered by insurance.

     

    B.
Landlord shall maintain fire and extended coverage insurance on the Building and
the Leased Premises in such amounts as Landlord shall deem appropriate. Tenant
shall be responsible, at its expense, for fire and extended coverage insurance
on all of its personal property, including removable trade fixtures, located in
the Leased Premises.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    C. Tenant
and Landlord shall, each at its own expense, maintain a policy or policies of
content coverage and comprehensive general liability insurance with respect to
the respective activities of each in the Building with the premiums thereon
fully paid on or before due date, issued by and binding upon some insurance
company approved by Landlord, such insurance to afford minimum protection of not
less than $1,000,000 combined single limit coverage of bodily injury, property
damage or combination thereof. Landlord shall be listed as an additional insured
on the Tenant's policy or policies of comprehensive general liability insurance
and content coverage, and Tenant shall provide Landlord with current
Certificates of Insurance evidencing Tenant's compliance with this Paragraph.
Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a
policy is due to expire at least (10) days prior to such expiration. Landlord
shall not be required to maintain insurance against thefts within the Leased
Premises or the Building.

     

    11. Indemnity

     

    Landlord
shall not be liable to Tenant or to Tenant’s employees, agents, invitees or
visitors, or to any other person, for any injury to persons or damage to
property on or about the Demised Premises or any adjacent area owned by Landlord
caused by the negligence or misconduct of Tenant.  Tenant shall not be
liable for any injury or damage caused by the negligence or misconduct of
Landlord, or Landlord’s employees or agents, and Landlord agrees to indemnify
and hold Tenant harmless from any loss, expense or damage arising out of such
damage or injury.

     

    12. Signs.

     

    Following
Landlord's consent, Tenant shall have the right to place on the Leased Premises,
at locations selected by Tenant, any signs which are permitted by applicable
zoning ordinances and private restrictions. Landlord may refuse consent to any
proposed signage that is in Landlord's opinion too large, deceptive,
unattractive or otherwise inconsistent with or inappropriate to the Leased
Premises or use of any other tenant. Landlord shall assist and cooperate with
Tenant in obtaining any necessary permission from governmental authorities or
adjoining owners and occupants for Tenant to place or construct the foregoing
signs. Tenant shall repair all damage to the Leased Premises resulting from the
removal of signs installed by Tenant.  Any cost of said signage shall
be the sole responsibility of the Tenant.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13. Use of
Premises Prior to Commencement Date.

     

    The
tenant shall have the right to use the premises in a limited capacity prior to
the commencement of this lease at his own risk and liability.  Said
capacity shall be as follows:  Tenant shall have the right to use one
cubicle, the conference room and space adjoining the suite to store two file
cabinets.  Said use shall begin on the 23rd day of
December, 2009 and shall cease upon the commencement date of this
lease.  There shall be no charge for this use of the rental space,
provided that the security deposit has been paid in full to the Landlord by the
23rd day of December, 2010.

     

    13. Entry.

     

    Landlord
shall have the right to enter upon the Leased Premises at reasonable hours to
inspect the same, provided Landlord shall not thereby unreasonably interfere
with Tenant's business on the Leased Premises.

     

    14. Parking.

     

    During
the term of this Lease, Tenant shall have the non-exclusive use in common with
Landlord, other tenants of the Building, their guests and invitees, of the
non-reserved common automobile parking areas, driveways, and footways, subject
to rules and regulations for the use thereof as prescribed from time to time by
Landlord. Landlord reserves the right to designate parking areas within the
Building or in reasonable proximity thereto, for Tenant and Tenant's agents and
employees. Tenant hereby leases from Landlord one reserved parking space in the
parking deck at a location to be designated by the Landlord, which shall be
available for use by the Tenant.  Other than the single space in such
structural parking area, all other parking spaces around the building are
available for use by all building users on a first come-first served basis
except any spaces that are otherwise reserved. There shall be no additional
charge or rental fee for the parking space noted above.

     

    15. Building
Rules.

     

    Tenant
will comply with the rules of the Building adopted and altered by Landlord from
time to time and will cause all of its agents, employees, invitees and visitors
to do so; all changes to such rules will be sent by Landlord to Tenant in
writing. The initial rules for the Building are attached hereto as Exhibit "A"
and incorporated herein for all purposes.

     

    16. Damage
and Destruction.

     

    If the
Leased Premises or any part thereof or any appurtenance thereto is so damaged by
fire, casualty or structural defects that the same cannot be used for Tenant's
purposes, then Tenant shall have the right within ninety (90) days following
damage to elect by notice to Landlord to terminate this Lease as of the date of
such damage. In the event of minor damage to any part of the Leased Premises,
and if such damage does not render the Leased Premises unusable for Tenant's
purposes, Landlord shall promptly repair such damage at the cost of the
Landlord. In making the repairs called for in this paragraph, Landlord shall not
be liable for any delays resulting from strikes, governmental restrictions,
inability to obtain necessary materials or labor or other matters which are
beyond the reasonable control of Landlord. Tenant shall be relieved from paying
rent and other charges during any portion of the Lease term that the Leased
Premises are inoperable or unfit for occupancy, or use, in whole or in part, for
Tenant's purposes. Rentals and other charges paid in advance for any such
periods shall be credited on the next ensuing payments, if any, but if no
further payments are to be made, any such advance payments shall be refunded to
Tenant. The provisions of this paragraph extend not only to the matters
aforesaid, but also to any occurrence which is beyond Tenant's reasonable
control and which renders the Leased Premises, or any appurtenance thereto,
inoperable or unfit for occupancy or use, in whole or in part, for Tenant's
purposes.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    17. Default.

     

    If
default shall at any time be made by Tenant in the payment of rent when due to
Landlord as herein provided, and if said default shall continue for fifteen (15)
days after written notice thereof shall have been given to Tenant by Landlord,
or if default shall be made in any of the other covenants or conditions to be
kept, observed and performed by Tenant, and such default shall continue for
thirty (30) days after notice thereof in writing to Tenant by Landlord without
correction thereof then having been commenced and thereafter diligently
prosecuted, Landlord may declare the term of this Lease ended and terminated by
giving Tenant written notice of such intention, and if possession of the Leased
Premises is not surrendered, Landlord may reenter said premises. Landlord shall
have, in addition to the remedy above provided, any other right or remedy
available to Landlord on account of any Tenant default, either in law or equity.
Landlord shall use reasonable efforts to mitigate its damages.

     

    18. Quiet
Possession.

     

    Landlord
covenants and warrants that upon performance by Tenant of its obligations
hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable
and undisturbed and uninterrupted possession of the Leased Premises during the
term of this Lease.

     

    19. Condemnation.

     

    If any
legally, constituted authority condemns the Building or such part thereof which
shall make the Leased Premises unsuitable for leasing, this Lease shall cease
when the public authority takes possession, and Landlord and Tenant shall
account for rental as of that date. Such termination shall be without prejudice
to the rights of either party to recover compensation from the condemning
authority for any loss or damage caused by the condemnation. Neither party shall
have any rights in or to any award made to the other by the condemning
authority.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    20. Subordination.

     

    Tenant
accepts this Lease subject and subordinate to any mortgage, deed of trust or
other lien presently existing or hereafter arising upon the Leased Premises, or
upon the Building and to any renewals, refinancing and extensions thereof, but
Tenant agrees that any such mortgagee shall have the right at any time to
subordinate such mortgage, deed of trust or other lien to this Lease on such
terms and subject to such conditions as such mortgagee may deem appropriate in
its discretion. Landlord is hereby irrevocably vested with full power and
authority to subordinate this Lease to any mortgage, deed of trust or other lien
now existing or hereafter placed upon the Leased Premises of the Building, and
Tenant agrees upon demand to execute such further instruments subordinating this
Lease or attorning to the holder of any such liens as Landlord may request. In
the event that Tenant should fail to execute any instrument of subordination
herein required to be executed by Tenant promptly as requested, Tenant hereby
irrevocably constitutes Landlord as its attorney-in-fact to execute such
instrument in Tenant's name, place and stead, it being agreed that such power is
one coupled with an interest. Tenant agrees that it will from time to time upon
request by Landlord execute and deliver to such persons as Landlord shall
request a statement in recordable form certifying that this Lease is unmodified
and in full force and effect (or if there have been modifications, that the same
is in full force and effect as so modified), stating the dates to which rent and
other charges payable under this Lease have been paid, stating that Landlord is
not in default hereunder (or if Tenant alleges a default stating the nature of
such alleged default) and further stating such other matters as Landlord shall
reasonably require.

     

    21. Security
Deposit.

     

    The
Security Deposit shall be held by Landlord without liability for interest and as
security for the performance by Tenant of Tenant's covenants and obligations
under this Lease, it being expressly understood that the Security Deposit shall
not be considered an advance payment of rental or a measure of Landlord's
damages in case of default by Tenant. Unless otherwise provided by mandatory
non-waivable law or regulation, Landlord may commingle the Security Deposit with
Landlord' s other funds. Landlord may, from time to time, without prejudice to
any other remedy, use the Security Deposit to the extent necessary to make good
any arrearages of rent or to satisfy any other covenant or obligation of Tenant
hereunder. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not in default at the termination
of this Lease, the balance of the Security Deposit remaining after any such
application shall be returned by Landlord to Tenant within thirty days after
termination of the Lease Agreement. If Landlord transfers its interest in the
Premises during the term of this Lease, Landlord may assign the Security Deposit
to the transferee and thereafter shall have no further liability for the return
of such Security Deposit.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    22. Notice.

     

    Any
notice required or permitted under this Lease shall be deemed sufficiently given
or served if sent by United States certified mail, return receipt requested,
addressed as follows:

     

    If to
Landlord to:

     

    Valfern
Holdings, Inc.

     

    501
Eastowne Drive, Ste. 145

     

    Chapel
Hill, NC 27514

     

    If to
Tenant to:

     

    Adherex
Technologies, Inc.

     

    C/O
Robert Andrade

     

    501
Eastowne Drive, Ste. 140

     

    Chapel
Hill, NC 27514

     

    Landlord
and Tenant shall each have the right from time to time to change the place
notice is to be given under this paragraph by written notice thereof to the
other party.

     

    23. Brokers.

     

    Tenant
warrants that it has had no dealings with any broker or agent in connection with
this Lease, other than
Mike Lewis of Morris Commercial Inc. and J. Daniel Allen of Insight
Property Group whose commission will be paid by Landlord in terms of a
separate existing Agreement between the Landlord and Insight Property Group and
Tenant covenants to pay, hold harmless and indemnify Landlord from and against,
any and all cost, expense or liability for any compensation, commissions and
charges claimed by any other broker or agent with respect to this Lease or the
negotiation thereof arising out of Tenant's actions.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    24. Waiver.

     

    No waiver
of any default of Landlord or Tenant hereunder shall be implied from any
omission to take any action on account of such default if such default persists
or is repeated, and no express waiver shall affect any default other than the
default specified in the express waiver and that only for the time and to the
extent therein stated. One or more waivers by Landlord or Tenant shall not be
construed as a waiver of a subsequent breach of the same covenant, term or
condition.

     

    25. Memorandum
of Lease.

     

    The
parties hereto contemplate that this Lease should not and shall not be filed for
record, but in lieu thereof, at the request of either party, Landlord and Tenant
shall execute a Memorandum of Lease to be recorded for the purpose of giving
record notice of the appropriate provisions of this Lease.

     

    26. Headings.

     

    The
headings used in this Lease are for convenience of the parties only and shall
not be considered in interpreting the meaning of any provision of this
Lease.

     

    27. Successors.

     

    The
provisions of this Lease shall extend to and be binding upon Landlord and Tenant
and their respective legal representatives, successors and assigns.

     

    28. Consent.

     

    Landlord
shall not unreasonably withhold or delay its consent with respect to any matter
for which Landlord's consent is required or desirable under this
Lease.

     

    29. Performance.

     

    If there
is a default with respect to any of Landlord's covenants, warranties or
representations under this Lease, and if the default continues more than fifteen
(15) days after notice in writing from Tenant to Landlord specifying the
default, Tenant may, at its option and without affecting any other remedy
hereunder, cure such default and deduct the cost thereof from the next accruing
installment or installments of rent payable hereunder until Tenant shall have
been fully reimbursed for such expenditures, together with interest thereon at a
rate equal to the lesser of twelve percent (12%) per annum or the then highest
lawful rate. If this Lease terminates prior to Tenant's receiving full
reimbursement, Landlord shall pay the unreimbursed balance plus accrued interest
to Tenant on demand.

     

    30. Compliance
with Law.

     

    Tenant
shall comply with all laws, orders, ordinances and other public requirements now
or hereafter pertaining to Tenant's use of the Leased Premises. Landlord shall
comply with all laws, orders, ordinances and other public requirements now or
hereafter affecting the Leased Premises.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    31. Final
Agreement.

     

    This
Agreement terminates and supersedes all prior understandings or agreements on
the subject matter hereof. This Agreement may be modified only by a further
writing that is duly executed by both parties.

     

    32. Governing Law.

     

    This
Agreement shall be governed, construed and interpreted by, through and under the
Laws of the State of North Carolina.

     

    IN
WITNESS WHEREOF, the parties have executed this Lease as of the day and year
first above written.

     

    VALFERN
HOLDINGS, INC.

     

    
      
        
          
            	 
      	 
      
	 	 
	
                    Joy
      Valentine, President

                  	 
      


          

        

      

    

     

    ADHEREX
TECHNOLOGIES, INC.

     

    
      
        
          
            	 
      	 
      
	 	 
	
                    Robert
      Andrade, CFO

                  	 
      


          

        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Annexure
B

     

    List
of Furniture

     

    Reception
area:

     

    One
Loveseat, one coffee table, one reception desk and one work chair

     

    Work
space:

     

    3
cubicles with work surfaces and 3 work chairs, inbuilt cabinets in work area
near the server closet

     

    Conference
Room:

     

    One
conference table and 4 chairs, inbuilt cabinet

     

    Private
office:

     

    One desk
with return and credenza, one work chair,