EXHIBIT
10.31 – INDEPENDENT BOARD MEMBER AGREEMENT – BREEN, BUSSANDRI,
PORTER

    


    ADHEREX
TECHNOLOGIES INC.

    INDEPENDENT
DIRECTOR AGREEMENT

    


    This
Agreement is entered into as of May 3, 2010, by and between Adherex Technologies
Inc. (the “Company”) and _____ (“Director”).  The parties agree as
follows:

    


    1.           Services.  Director
agrees to act as a member of the Company’s Board of Directors in accordance with
the Canada Business
Corporations Act and the other terms and conditions set forth herein (the
“Services”).

    


    2.           Compensation.  Upon
execution of this Agreement and conditioned upon the approval of Adherex’s
shareholders, as required by applicable law and regulations, and upon
satisfaction of any other regulatory requirements, Adherex will grant Director
an option (the “Equity Grant”) to purchase  that number of Adherex
common shares that equals 1.33% of Adherex’s common estimated by the Company to
be outstanding (the “Company’s estimated shares outstanding”) upon completion of
the proposed rights offering announced by the Company on April 20, 2010 (the
“Rights Offering”). These options will be immediately vested and shall otherwise
be subject to the terms and conditions of Adherex’s stock option plan, as
amended.  Director shall be entitled to receive further stock options
as may be determined by the board in its discretion. For the avoidance of doubt,
the Company’s estimated shares outstanding shall be the same amount used in to
calculate the proposed option grants to employees’ Andrade, Raykov and
Spector.  Director shall not be paid any cash consideration for the
Services performed hereunder.

    


    3.           Expenses.  Company
shall reimburse Director for reasonable travel and related expenses incurred in
the course of attending board meetings. Company will make payments for such
reasonable expenses within thirty (30) days after receipt of Director’s invoice
therefor.

    


    4.           Confidentiality.  Director
shall maintain in confidence and not publish or otherwise disclose to third
parties or use for any purpose other than providing the Services hereunder any
confidential information of Company, unless otherwise approved in writing by
Company.   Director agrees not to improperly disclose to or use
on behalf of Company any proprietary information or trade secret of any third
party to whom Director has a duty to keep such information in confidence and not
bring onto the premises of Company any unpublished document or proprietary
information belonging to such third party.

    


    5.           No
Conflict.  Director represents that Director’s compliance with
the terms of this Agreement and provision of Services hereunder will not violate
any duty which Director may have to any other person or entity (such as a
present of former employer), including obligations concerning providing services
to others, confidentiality of proprietary information and assignment of
invention and assignment of inventions, ideas, patents or copyrights, and
Director agrees that Director will not do anything in the performance of
Services hereunder that would violate any such duty.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           Legal Relationship. Director
shall not be an employee of Company or any of its affiliates, or entitled to
participate in any employee benefit plan of Company or receive any benefit
available to employees of Company, including insurance, worker’s compensation,
retirement and vacation benefits.  Director shall not have any
authority to and shall not make any representation or promise to enter into any
agreement on behalf of Company, unless authorized to do so by the board of
directors.

    


    7.           Term and
Termination.  The term of this Agreement shall be until the
next annual meeting of the shareholders’ of the Company and may renew on an
annual basis upon the shareholders’ re-election of the Director as a director of
the Company.  The provisions of Sections 4, 5, 6, 7 and 8 shall
survive expiration or termination of this Agreement for any reason.

    


    8.           Indemnification.  As
a member of the Company’s Board of Directors, you will be entitled to
indemnification from lawsuits in accordance with the Company’s bylaws and you
will have coverage under the existing directors & officers insurance policy
on the same terms as other Directors.

    


    9.           Miscellaneous.  This
Agreement shall be governed by the laws of the Province of Ontario, without
reference to its conflicts of laws provisions.  This Agreement may be
amended or modified only in writing signed by both parties.  If any
provision of this Agreement shall be found by a court to be void, invalid or
unenforceable, the same shall be reformed to comply with applicable law or
stricken if not so conformable, so as not to affect the validity or
enforceability of the remainder of this Agreement.  Each of the
parties hereto from time to time at the request and expense of any other party
hereto and without further consideration, shall execute and deliver such other
instruments of transfer, conveyance and assignment and take such further action
as the other party may require to more effectively complete any matter provided
for herein. Any party’s failure to enforce any provision or provisions of this
Agreement shall not in any way be construed as a waiver of any such provision or
provisions, nor prevent that party thereafter from enforcing each and every
other provision of this Agreement.  The rights granted to the parties
herein are cumulative and shall not constitute a waiver of either party's right
to assert all other legal remedies available to it under the
circumstances.  The rights and benefits of the Company under this
Agreement and all covenants and agreements hereunder shall inure to the benefit
of, and be enforceable by the Company's successors and assigns but shall not
otherwise be transferable by the Company to any one or more other
persons.  The rights and obligations of the Director under this
Agreement shall not be assigned.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    DIRECTOR:

                  	 
      	
                    ADHEREX
      TECHNOLOGIES INC.

                  
	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	 
      
	
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      Name:

                  	 
      	
                    Name:

                  
	
                    Address:

                  	
                      

                  	
                    Title: