CLINICAL RESEARCH SERVICES AGREEMENT

BETWEEN

YM BIOSCIENCES, INC.

AND

PHARM-OLAM INTERNATIONAL LTD.



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CLINICAL RESEARCH SERVICES AGREEMENT
10 March 2004

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TABLE OF CONTENTS

RECITALS                                                                1

1. DEFINITIONS                                                          1

2. INTERPRETATION                                                       7

3  APPOINTMENT & RELATIONSHIP OF PARTIES                                7

4. REPRESENTATIONS & WARRANTIES                                         8

5. POI's OBLIGATIONS                                                    8

6. YM's OBLIGATIONS                                                     10

7. LIMITATION OF LIABILITY                                              10

8. CRO COMPENSATION                                                     10

9. AUDIT                                                                11

10. CLINICAL STUDY AGREEMENT NEGOTIATION                                12

11. INSURANCE                                                           12

12. CONFIDENTIALITY                                                     12

13. INTELLECTUAL PROPERTY                                               13

14. ARBITRATION                                                         13

15. NON-SOLICITATION OF STAFF                                           14

16. TERM & TERMINATION                                                  14

17  CONSEQUENCES OF TERMINATION                                         16

18. REPETITION OF THE STUDY                                             17

19. DELAYS                                                              17

20. GENERAL PROVISIONS                                                  17

21. APPLICABLE LAW                                                      19


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CLINICAL RESEARCH SERVICES AGREEMENT
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SCHEDULE 1 CONSIDERATION & COST CALCULATION (POI Budget Proposal)

SCHEDULE 2 PAYMENT SCHEDULE

SCHEDULE 3 CLINICAL STUDY AGREEMENT TEMPLATE

SCHEDULE 4 ADVERSE EVENT REPORTING


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CLINICAL RESEARCH SERVICES AGREEMENT
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This Clinical Research  Services  Agreement (this Agreement) is made and entered
into effective as of 16 December 2003 (the "Effective  Date"), by and between YM
BIOSCIENCES,  INC. (hereafter "YM"), a Canadian corporation,  with its principal
office at 5045 Orbitor Drive, Building 11, Suite 400,  Mississauga,  Ontario L4W
4Y4,  Canada,  and PHARM-OLAM  INTERNATIONAL  Ltd.  (hereafter  "POI"),  a Texas
limited  partnership,  with its principal  office at 902  Frostwood,  Suite 240,
Houston, TX 77024, United States.

                                    RECITALS

      WHEREAS, YM develops, manufactures, and sells pharmaceutical products;

and

      WHEREAS, POI is a contract research  organization that plans,  implements,
and manages clinical trials; and

      WHEREAS, YM desires to engage POI to assist YM in planning,  implementing,
and  managing a clinical  trial on the  Investigational  Product,  as  hereafter
defined; and

      WHEREAS,  POI is  willing  to  accept  such  engagement  on the  terms and
conditions set forth herein;

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
and obligations set forth herein, and for other good and valuable consideration,
the receipt and  sufficiency  of which are  acknowledged,  the parties  agree as
follows:

1.    DEFINITIONS

      For purposes of this  Agreement and the Protocol,  each  capitalized  term
shall have the meaning  ascribed to it in this Agreement.  Each capitalized term
not defined in this  Agreement  shall have the meaning  ascribed to that term in
the Protocol. In the event of a discrepancy in the meaning ascribed to a term in
the  body of  this  Agreement  and  the  meaning  ascribed  to that  term in the
Protocol, the definition utilized in the body of this Agreement shall control.

            1.1  "Case  Report  Form" or "CRF"  means the  record  of  pertinent
information collected on each subject who participates in the Study;

            1.2 "Clinical Laboratory  Agreement" means the Agreement between POI
and  the  clinical   laboratory  or  laboratories  that  will  provide  clinical
laboratory services for the Study.

            1.3 "Clinical Research Associate" or "CRA" means the person assigned
by POI to monitor one or more Study sites.

            1.4 "Clinical Trial Agreement"  means the agreement  between POI and
an  Investigator  that details the  respective  rights and  obligations  of both
parties in relation to the Study;


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CLINICAL RESEARCH SERVICES AGREEMENT
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            1.5 "Clinical Trial  Materials" means the  Investigational  Product,
competitor substances, the Protocol, the investigational drug brochure, informed
consent form,  guidelines for use of the Investigational  Product, and all other
materials provided by YM to conduct the Study.

            1.6 "Closeout Services" means those services described in Section 17
to be performed by POI upon termination of this Agreement.

            1.7  "Confidential  Information"  means  any  information,   whether
written or oral, including all notes,  studies,  customer lists, forms, business
or management  methods,  marketing data, fee schedules,  or trade secrets of any
member of the POI Group or of YM, as  appropriate,  disclosed or otherwise  made
available  to  one  party  by  the  other  party  pursuant  to  this  Agreement.
Confidential  Information  shall also include the terms and  provisions  of this
Agreement and any transaction or documents  executed by the parties  pursuant to
this Agreement.  In addition,  Confidential  Information shall include any data,
including  clinical  study data,  or  information  developed or generated in the
course of performance of this Agreement. Publication of the fact that YM and POI
have entered into a clinical research service agreement,  without disclosing the
terms and provisions of this  Agreement,  shall not be construed as unauthorized
disclosure of Confidential Information.

            Confidential  Information  does not include any information that (i)
is or becomes  generally  available to and known by the public,  other than as a
result of an  unauthorized  disclosure  directly or  indirectly by the receiving
party  or its  affiliates,  advisors,  or  representatives;  (ii) is or  becomes
available to the receiving party on a non-confidential basis from a source other
than the  furnishing  party or its  affiliates,  advisors,  or  representatives,
provided  that  such  source  is not  and  was not  bound  by a  confidentiality
agreement with or other  obligation of secrecy to the furnishing  party of which
the receiving party has knowledge at the time of such  disclosure;  or (iii) has
already been or is hereafter  independently  developed by the receiving party by
persons not having  access to the  Confidential  Information  of the  furnishing
party.

            1.8 "Data Safety  Monitoring  Board" means the group of  individuals
appointed to monitor safety issues relating to the Study.

            1.9 "CRO  Compensation"  means the  compensation to be paid by YM to
POI as set out in Schedules 1 and 2.

            1.10 "Effective  Date" means the effective date of this Agreement as
set forth in the initial paragraph of this Agreement.

            1.11 "Food and Drug Administration" or "FDA" means the United States
government agency  responsible for ensuring  compliance with the Food, Drug, and
Cosmetics Act of 1938.

            1.12 "Force  Majeure  Event"  means an event  beyond the  reasonable
control of the  relevant  party  including,  but not  limited to, acts of God, a
public enemy,  or a civil or military  authority;  fires or other  catastrophes;
strikes,  lockouts,  or other  industrial  action taken by the  employees of any
party or any third party; delays in transportation;  riots; or invasions,  wars,
or threats of war.


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            1.13  "Good  Clinical   Practice"   means  the  clinical   standards
established  by the FDA and  counterpart  agencies of each  country in which the
Study  will  take  place,   designed  to  regulate   the   activities   of  YM's
investigators,  monitors,  and Institutional  Review Boards involved in clinical
drug testing.

            1.14 "Institutional Review Board/Ethics  Committe" or "IRB/EC" means
the independent  group of  professionals  designated to ensure that the Study is
safe and  effective  for human  participation  and that the Study adheres to the
regulations  issued by the FDA and any other applicable  country-specific  laws,
regulations or guidelines.

            1.15  "Investigational  New Drug  Application"  or "IND"  means  the
petition  filed by YM with the FDA  requesting the FDA to allow human testing on
the Investigational Product.

            1.16  "Investigational  Product" means the product (drug, device, or
biologic) described in the Protocol that will be evaluated in this Study.

            1.17  "Investigator"  means an  individual  who actually  conducts a
clinical   investigation,    i.e.,   under   whose   immediate   direction   the
Investigational  Product is  administered  or dispensed to, or used  involving a
subject,  or,  in  the  event  of  an  investigation  conducted  by  a  team  of
individuals, is the responsible leader of that team.

            1.18 "POI  Group"  means the  following  persons  and  entities,  as
constituted at the date of this Agreement or subsequently: (i) POI; and (ii) any
person  or  entity   that   directly,   or   indirectly   through  one  or  more
intermediaries, controls, is controlled by, or is under common control with POI.

            1.19 "POI's  Obligations"  means the  obligations  of POI under this
Agreement.

            1.20 "Project  Manager" means the manager  assigned by POI to be the
primary contact person between POI and YM during the Study.

            1.21 "Protocol" means the plan that describes the objectives,  study
design,  and  methodology  of the  Study  entitled,  "A Phase  III study of DPPE
(tesmilifene)  combined with Epirubicin and  Cyclophosphamide  versus Epirubicin
and  Cyclophosphamide  alone as first  line  Treatment  in  Metastatic/Recurrent
Breast  Cancer,"  and  any  approved   amendments   thereto,   which  is  herein
incorporated by reference.

            1.22 "Regulatory  Requirements" means those laws,  regulations,  and
professional  and  ethical  standards  and  guidelines  then  in  effect  in the
countries  in which the Study is  conducted  that  apply to the  Investigational
Product or clinical trials in general.

            1.23  "Related  Products"  means  any  product  (drug,   device,  or
biologic),  other than the Investigational Product,  administered or utilized as
part of this Study.

            1.24 "Serious  Adverse Event" shall take the meaning given this term
in the Protocol.

            1.25  "Services"  means  the  services  to be  furnished  by  POI in
connection with the Study as set out in this Agreement including the schedules.


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            1.26  "Standard  Operating  Procedures"  or "SOP's"  means  internal
procedures  for the  management of a clinical  trial designed to ensure that the
trial is carried out in a consistent, controlled, and effective manner.

            1.27  "Study"  means  the  clinical  trial  of  the  Investigational
Product, the details of which are set out in the Protocol.

            1.28  "Study  Documents"  means  the  documents  produced  by POI in
connection  with the Study that are  necessary  for the  production of the final
study report.

            1.29  "Term"  means the  duration  of this  Agreement  as set out in
Section 16.

            1.30  "YM's  Obligations"  means the  obligations  of YM under  this
Agreement.


2.    INTERPRETATION

            2.1 Words of any  gender  used in this  Agreement  shall be held and
construed to include any other gender, and words in the singular number shall be
held to include the plural,  and the plural to include the singular,  unless the
context requires otherwise.

            2.2 The headings of the sections of this  Agreement are inserted for
convenience  only and in no way define,  limit,  or prescribe the intent of this
Agreement.

            2.3 Unless  otherwise  specified,  references  in this  Agreement to
Sections and Schedules are to the sections of, and schedules to, this Agreement.
All  Schedules  are  deemed to be  incorporated  into,  and form  part of,  this
Agreement, and the term "Agreement" shall be construed accordingly.

            2.4 Unless otherwise specified, any reference to a statute, rule, or
regulation shall be to that statute, rule, or regulation as amended from time to
time.

            2.5 If the terms of this Agreement, including the Schedules, and the
Protocol should conflict, the terms of this Agreement shall control.

3     APPOINTMENT AND RELATIONSHIP OF PARTIES

            3.1 YM hereby  engages  the  services of POI,  and POI accepts  such
engagement, under the terms and conditions contained in this Agreement.

            3.2  During  the Term,  POI  shall at all  times be the  independent
contractor  of YM,  and  nothing in this  Agreement  is  intended,  nor shall be
construed, to create between YM and POI the relationship of principal and agent,
employer and employee,  partnership, or joint venture, and the parties shall not
represent themselves otherwise.

            3.3 YM shall  be  liable  for its own  debts,  obligations,  acts or
omissions,   including   but  not  limited  to  the  payment  of  all   required
compensation,  withholding, social security and other taxes or benefits for YM's
employees. Likewise, POI shall be liable for its own debts, obligations, acts or
omissions,   including   but  not  limited  to  the  payment  of  all   required
compensation,  withholding,  social security and other taxes or benefits for the
Investigators and POI's employees.


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            3.4  If  the  Internal  Revenue  Service  or  any  other  government
authority shall, at any time,  question or challenge the independent  contractor
status of POI, upon receipt by either party of notice from the Internal  Revenue
Service or any other governmental authority,  the receiving party shall promptly
notify the other party and afford the other party the opportunity to participate
in any  discussion or  negotiation  with the Internal  Revenue  Service or other
government  authority,  regardless  as to  who  initiates  such  discussions  or
negotiations.

4.    REPRESENTATIONS AND WARRANTIES

            4.1 POI  warrants to YM that (i) it has the  authority to enter into
this Agreement; and (ii) all consents and approvals required for the Study, have
been, or will be obtained  prior to initiation of the Study,  with the exception
of  regulatory  approval  by Health  Canada and the United  States Food and Drug
Administration, which will be obtained by YM.

            4.2 POI  warrants  and  represents  that it has not  been and is not
currently an individual,  corporation,  partnership,  association or entity that
has been  debarred by the FDA  pursuant to United  States  regulation  21 U.S.C.
ss.335a (a) or (b) ("Debarred Person"). POI further warrants and represents that
no Debarred  Person has  performed or rendered,  or will perform or render,  any
services or assistance  relating to activities taken pursuant to this Agreement.
POI  further  warrants  and  represents  that  it has  not  been  excluded  from
participation  in any Federal  health care  program as defined in United  States
Regulation 42 U.S.C 1320a-7b(f)  ("Excluded  Person").  POI further warrants and
represents that no Excluded Person has performed or rendered, or will perform or
render, any services or assistance relating to activities taken pursuant to this
Agreement.

            4.3 YM warrants to POI that it has the  authority to enter into this
Agreement.

5.    POI'S OBLIGATIONS

            In addition to POI's  Obligations  set forth in the  Schedules,  the
Protocol  and  elsewhere  in  this  Agreement,  POI  shall  have  the  following
obligations:

            5.1 Before  commencement of the Study, POI shall assign to the Study
a Project  Manager and  sufficient  personnel,  including  CRAs,  with  suitable
experience and training to fulfill POI's obligations  under this Agreement.  Any
change in the Project Manager thereafter must be reasonably acceptable to YM. YM
may request that POI remove any personnel, including the Project Manager whom YM
deems,  in its sole  discretion,  to be unfit or otherwise  unsatisfactory.  POI
shall  promptly  replace any such personnel with personnel of similar skills and
experience.

            5.2 POI shall apply to the Study systems of quality control designed
to ensure that the  generation of data,  and the recording and reporting of data
is in compliance with the Regulatory  Requirements,  Good Clinical Practice, the
Protocol, and this Agreement, in that order.

            5.3 POI shall use its best  efforts to perform the  Services  within
the time frames specified in the Schedules.


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            5.4 POI  shall  be  responsible  for all the  legal  and  regulatory
requirements,  including  applicable  guidelines,  in all countries in which the
Study will be conducted, with the exception of (i) regulatory approval by Health
Canada and the United States Food and Drug  Administration to conduct the Study,
which will be obtained by YM, and (ii) adverse event  reporting to Health Canada
and the United  States  Food and Drug  Administration  which will be done by YM.
Such  responsibilities  of POI  shall  include,  but are  not  limited  to,  the
procurement and maintenance of all consents, approvals,  licenses, and operating
certificates required to conduct the Study in the applicable country,  including
translations, and the approval of the Protocol and the informed consent forms by
an IRB/EC.  POI shall  also  develop,  comply  with,  and  require  its  agents,
employees and  contractors to comply with,  policies and procedures  designed to
assure, at all times,  that such consents,  approvals,  licenses,  and operating
certificates  remain in effect  throughout  the Term.  POI shall ensure that any
institutions and investigational teams retained to participate in the Study have
the  necessary  staff and other  resources to carry out the Study in  accordance
with the  timelines  required  by YM.  POI  further  agrees to  ensure  that any
institutions and investigational teams retained to participate in the Study have
the expertise and experience,  and the necessary  licences,  required to perform
the Study efficiently and that such Study shall be performed with care and skill
and to the best of their ability commensurate with such skill and experience and
adhering at all times to applicable laws.

            5.5 POI shall retain all  material  Study  Documents  and CRFs until
this Agreement has terminated and all Closeout Services have been performed. All
Study Documents and CRFs will be forwarded to YM after the Study is completed or
upon  termination of this  Agreement.  YM shall be permitted full access to such
Study Documents and CRFs at any time upon written request to POI.

            5.6 YM shall have the right to visit and  co-monitor a Study site or
inspect and audit any of the Study  Documents  and CRFs  maintained  by POI. All
such visits and  inspections  must be conducted  during normal  working hours on
regular business days, unless otherwise agreed.  POI shall arrange access to the
Study site as soon as reasonably practicable following notification by YM.

            5.7 POI will provide YM with written  status  reports in  accordance
with POI's SOPs.

            5.8 POI shall notify YM after  becoming  aware of a Serious  Adverse
Event in accordance with the procedure set out in Schedule 4.

            5.9 POI shall indemnify and save harmless YM, its officers,  agents,
and employees from all third party suits, actions,  losses, damages,  claims, or
liability of any character,  types, or description,  including  without limiting
the generality of the foregoing,  all expenses of litigation,  court costs,  and
reasonable  attorney's  fees arising from (i) injury or death to any person,  or
injury to property,  received or sustained by any person or persons or property,
arising out of, or occasioned by POI (or its agents or employees), in connection
with its execution or  performance of services  under this  Agreement;  (ii) any
negligent  wrongful act or omission,  reckless conduct or willful  misconduct of
POI, its employees,  agents,  directors and officers;  or (iii) any deviation by
POI  from  the  terms of the  Protocol  or this  Agreement  or  requirements  or
restrictions  imposed by an IRB/EC.  The  Investigators are not and shall not be
deemed the agents of POI for purposes of this Section 5.9. YM will notify POI of
any claim or suit which may be subject to the  provisions of this Section 5.9 as
soon as reasonably  practicable  after receiving  notice of the claim. POI shall
have the sole right to control and settle any such claim or suits,  and YM shall
make all reasonable  efforts to cooperate (at POI's expense) as requested by POI
in handling any such claim or suit.


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6.    YM'S OBLIGATIONS

            In  addition  to YM's  Obligations  set forth in the  Schedules  and
elsewhere in this Agreement, YM shall have the following obligations:

            6.1 YM  shall  provide  POI,  at no  expense  to POI  (i)  with  all
information and documentation reasonably necessary for POI to perform its duties
hereunder,  including but not limited to, all Clinical Trial Materials; and (ii)
with all advice, guidance, and assistance reasonably requested by POI to fulfill
it duties under this Agreement, including the schedules, and the Protocol.

            6.2 YM shall be responsible  for (i) obtaining  regulatory  approval
from Health  Canada and from the United States Food and Drug  Administration  to
conduct the Study in Canada and in the United States; and (ii) reporting adverse
events to Health Canada and to the United States Food and Drug Administration in
conformance with the legal and regulatory requirements.

            6.3 YM shall indemnify and save harmless POI, its officers,  agents,
and employees from all third party suits, actions,  losses, damages,  claims, or
liability of any character,  types, or description,  including  without limiting
the generality of the foregoing,  all expenses of litigation,  court costs,  and
attorneys'  fees for  injury  or death to any  person,  or  injury  to  property
(collectively,  "Claims"),  received  or  sustained  by any person or persons or
property,  arising out of, or occasioned by the  Investigational  Product or the
acts or omissions of YM (or its agents or  employees),  in  connection  with the
Study or their  execution or performance of this Agreement  except to the extent
that such Claims arise from or are caused (i) by POI's (its agents or employees)
execution or performance of services  under this  Agreement;  (ii) any negligent
wrongful act or omission,  reckless  conduct or willful  misconduct  of POI, its
employees,  agents,  directors and officers;  or (iii) any deviation by POI from
the terms of the Protocol or this  Agreement  or  requirements  or  restrictions
imposed  by an  IRB/EC.  POI will  notify YM of any  claim or suit  which may be
subject to the provisions of this Section 6.2 as soon as reasonably  practicable
after receiving notice of the claim. YM shall have the sole right to control and
settle any such claims or suits,  and POI shall make all  reasonable  efforts to
cooperate  (at YM's  expense) as  requested  by YM in handling any such claim or
suit.

7.    LIMITATION OF LIABILITY

            NOTWITHSTANDING THE ABOVE, NEITHER PARTY, NOR THEIR AFFILIATES,  NOR
ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS SHALL HAVE ANY
LIABILITY  FOR ANY SPECIAL,  INCIDENTAL,  INDIRECT,  OR  CONSEQUENTIAL  DAMAGES,
INCLUDING  BUT NOT  LIMITED  TO THE LOSS OF  OPPORTUNITY,  OR LOSS OF REVENUE OR
PROFIT.

8.    CRO COMPENSATION

            8.1 YM shall pay POI the amounts set forth in  Schedules 1 and 2 for
all services  provided and expenses  incurred by POI pursuant to this Agreement,
according to the payment schedule set forth in Schedule 2.


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            8.2 POI shall  submit  invoices  to YM upon the  completion  of each
payment  milestone  event set forth in Schedule 2. YM shall make full payment of
such sums by cheque or in  cleared  funds to such  bank  account  in the  United
States as POI may reasonably  specify from time to time, upon receipt of invoice
("Due Date"),  without any  deduction,  set off or  withholding  except any tax,
duties  or  governmental  charges  which  YM is  required  by law to  deduct  or
withhold. Any amounts which remain unpaid for ninety (90) days or more after the
Due Date shall bear interest at the rate equal to 10% per annum.  Interest shall
be  computed on the basis of a 365 or 366-day  year,  as the case may be. If any
amounts remain unpaid for ninety (90) days or more after the Due Date, POI shall
have the right to discontinue  all work and services under this Agreement  until
such amounts are paid in full.

            8.3  If YM  is  required  by  law  to  make  any  tax  deduction  or
withholding,  YM shall  provide  reasonable  assistance  as  requested by POI to
assist POI to claim exemption from, or if that is not possible a credit for, the
deduction  or  withholding  under any  applicable  double  taxation  or  similar
agreement. YM shall also supply POI from time to time with proper evidence as to
the deduction or withholding and payment over of the tax deducted or withheld.

            8.4 YM shall reimburse POI for all reasonable  airfare,  hotel,  and
other  travel  expenses  incurred  by POI in its  performance  of the  Services,
including  but not  limited to,  expenses  incurred  by POI in  connection  with
initiation visits, monitoring visits, and closeout visits and in connection with
attendance  at  Project  Meetings  and  Investigators'  Meetings.  YM shall also
reimburse POI for all photocopying, courier, and other similar expenses incurred
by POI in its  performance of its duties under this  Agreement.  Notwithstanding
the  foregoing,  YM shall not be  responsible  for any costs  described  in this
Section 8.4 that exceed the amounts  budgeted  for such  expenses in Schedule 1,
without prior written  approval being obtained from YM. Any amounts  approved by
YM in excess of those  specified in Schedule 1, shall be separately  invoiced to
YM and YM shall pay these invoices according to the terms of Paragraph 8.2.

9.    AUDIT

            9.1 POI shall  maintain and shall cause to be  maintained,  complete
and accurate books of account  containing all particulars  that may be necessary
for the purpose of calculating any fees, expenses or other costs  (collectively,
the "Service Costs") relating to the Services and any deliverables as set out in
Schedule  1.  Such  books  of  record  shall be kept at its  principal  place of
business.

            9.2 Upon the written request of YM, POI shall permit YM or its third
party independent auditors to have access during normal business hours, upon ten
(10)  days'  notice  to POI,  to such  records,  including  working  papers  and
supporting documents,  of POI, its independent  contractors and agents as may be
reasonably necessary to verify the accuracy of the Service Costs.

            9.3 If any audit reveals any overpayment of Service Costs, POI shall
forthwith pay the amount of the  overpayment to YM; provided  however,  that, in
the event that POI shall not be in agreement with the amount of the overpayment,
such matter shall be resolved pursuant to the provisions of Section 14 herein.

            9.4 If any audit reveals any underpayment of Service Costs, YM shall
forthwith pay the amount of the underpayment to POI, provided however,  that, in
the event that YM shall not be in agreement with the amount of the  overpayment,
such matter shall be resolved pursuant to the provisions of Section 14 herein.


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            9.5 Both parties  shall treat all financial  information  subject to
review under this Section 9 in accordance with the confidentiality provisions of
this Agreement.

            9.6 The costs of conducting any audit hereunder shall be borne by YM
unless the audit reveals an  overpayment of Services Costs of greater than 5% in
which  case,  costs  shall be borne by POI up to a maximum  of  THIRTY  THOUSAND
DOLLARS (USD $30,000.00).

10.   CLINICAL STUDY AGREEMENT NEGOTIATION

      Where  possible,  POI will endeavour to use the Clinical  Study  Agreement
template  attached at Schedule 3 to this Agreement when entering into agreements
with any investigational  teams or sites engaged for the purpose of conducting a
clinical trial on the  Investigational  Product in the United States and Canada.
POI shall not make any  modification  to the Clinical Study  Agreement  template
attached at Schedule 3 or enter into any  clinical  study  agreement  using such
modified form of agreement without YM's prior written approval. In any case, POI
shall not  enter  into any  agreement  with any  investigational  teams or sites
engaged for the purpose of  conducting a clinical  trial on the  Investigational
Product, without YM's approval of the form and content of the agreement.

11.   INSURANCE

            11.1 YM and POI shall each  maintain,  at its sole cost and expense,
insurance  coverage with a reputable  insurer (which shall be either  occurrence
based or claims made  coverage) in an amount usual and  customary  for companies
engaged in activities as  contemplated  by this  Agreement.  All such  insurance
shall be in place before the first patient is enrolled in the Study.  Each shall
designate the other party as an additional  named insured on all such  policies,
and an  endorsement  shall be made on each such policy  prohibiting  the insurer
from  canceling the policy for any reason or  substantially  modifying its terms
without  first giving the other party at least  twenty-  eight (28) days written
notice of its intention to do so.

            If either party  maintains a claims-made  policy and this  Agreement
expires or terminates for any reason,  then that party shall either  continue to
maintain  the same or higher  coverage  with the same  insurance  carrier  for a
period of four (4) years thereafter; or shall purchase "Tail Coverage" effective
until the fourth (4th) anniversary date of the expiration or termination of this
Agreement or obtain and maintain  "Prior Acts"  coverage  equivalent in time and
coverage as the "Tail Coverage" described herein.

            11.2 Upon  request by either  party,  the other party shall  provide
evidence of that party's compliance with this Section.

12.   CONFIDENTIALITY

            12.1 Except as specified in the following  Section 12.2, each of the
parties  agrees (i) that it shall not disclose any  Confidential  Information of
the other party to other persons  without the express written  authorization  of
the other party;  (ii) that such  Confidential  Information shall not be used in
any way  detrimental  to the other  party or for any  purpose not related to the
performance  of the Services or the Study;  and (iii) that the parties will keep
such Confidential  Information  confidential and will ensure that its affiliates
and advisors who have access to such Confidential  lnformation comply with these
non-disclosure obligations.


                                                                   PAGE 12 OF 19
CLINICAL RESEARCH SERVICES AGREEMENT
10 March 2004

<PAGE>


            12.2  Notwithstanding  the  foregoing,   the  parties  may  disclose
Confidential Information to (i) those of its representatives, including, but not
limited to the other party's legal,  financial and accounting advisors, who need
to know  Confidential  Information  for the purpose of conducting this Study, it
being  understood  and agreed by the parties that such  representatives  will be
informed of the confidential nature of the Confidential Information,  will agree
to be bound by this Section 12, and will be directed by the respective party not
to disclose to any other person any Confidential Information;  and (ii) the FDA,
an IRB/EC,  or comparable  governmental or professional  body with  jurisdiction
over  the  Study  provided  such  disclosure  is  requested  by  the  respective
governmental  or  professional  body or is required in order to satisfy  Section
5.4.

            12.3 In the event that either party  determines  that it is required
by  law  to  disclose  the  other  party's  Confidential  Information,  or  such
disclosure  is in  response  to a  subpoena  or a similar  legal  process,  such
disclosure  shall be permitted  provided  that the other party  required to make
such disclosure promptly notifies the other party and assists the other party in
obtaining a protective order or other appropriate remedy.

13.   INTELLECTUAL PROPERTY

            13.1 POI  acknowledges  and  agrees  that  any and all  intellectual
property  rights  (including,  but  not  limited  to,  inventions,  discoveries,
improvements  and  know-how,  whether  patentable  or not)  that may arise or be
conceived during,  or are related to, the Study , including  without  limitation
all data  generated in the course of the Study,  completed Case Report Forms and
all Clinical Trial Materials  (hereinafter  the  "Intellectual  Property") shall
belong solely to YM. POI shall cooperate with YM, and shall use its best efforts
to ensure that any institutions and  investigational  teams which participate in
the Study, including their employees and agents, cooperate with YM, in obtaining
assignments  or other  documents  required to  transfer  to YM all  Intellectual
Property.  In  addition,  POI shall  use its best  efforts  to  ensure  that any
institutions and investigational teams which participate in the Study, including
their  employees  and  agents,  cooperate  with YM,  at YM's  sole  expense,  in
preparing  patent  applications  relating to the  Intellectual  Property,  where
required.

            13.2 The Parties agree that POI has no rights to publish or present,
at any time, the data generated in the course of the Study.

            13.3 YM  acknowledges  that,  as  between  POI  and YM,  any and all
intellectual  property rights in works authored by POI before the Effective Date
of this  Agreement  and works  authored  by POI  independent  of the Study shall
belong to POI.

14.   ARBITRATION

      All disputes,  disagreements,  controversies,  questions or claims arising
out of or relating  to this  Agreement  and all other  agreements  entered  into
pursuant to the terms of this Agreement,  including,  without  limitation,  with
respect to their formation,  execution, validity,  application,  interpretation,
performance, breach, termination or enforcement ("Disputes") shall be determined
by arbitration under the International Commercial Arbitration Act (Ontario) (the
"International Act"), provided that:

            14.1 any hearing in the course of the  arbitration  shall be held in
Toronto, Ontario;


                                                                   PAGE 13 OF 19
CLINICAL RESEARCH SERVICES AGREEMENT
10 March 2004

<PAGE>

            14.2 the number of arbitrators shall be one;

            14.3 any award or determination of the arbitrator shall be final and
binding on the parties  and there  shall be no appeal on any ground,  including,
for  greater  certainty,  on the ground of alleged  errors of law.  For  greater
certainty,  Article 34 of the  International  Act shall apply to an  arbitration
under this section 14;

            14.4 despite  Article 26 of the  International  Act, the  arbitrator
shall not, without the written consent of all parties to the arbitration, retain
any expert;

            14.5 an  arbitrator  may  apportion  the  costs of the  arbitration,
including the reasonable fees and disbursements of the parties, between or among
the parties in such manner as the arbitrator considers reasonable, provided that
an arbitrator shall not award costs on a distributive basis;

            14.6 all awards for the payment of money shall  include  prejudgment
and  postjudgment  interest in accordance with sections 127 to 130 of the Courts
of Justice Act (Ontario) with necessary modifications; and

            14.7  all  matters  in  relation  to the  arbitration  shall be kept
confidential  to the full extent  permitted by law, and no  individual  shall be
appointed  as an  arbitrator  unless he or she  agrees in writing to be bound by
this dispute resolution provision.

15.   NON-SOLICITATION OF STAFF

      During  the term of this  Agreement  and for a  period  of  twelve  months
following its termination or expiration, YM shall not directly or indirectly (i)
solicit  or entice any  employee  or  contractor  of POI with whom it comes into
contact as a result of  participation  in the Study, to be employed by it or any
other person or entity;  or (ii) approach any such  employee or  contractor  for
such  purpose or  authorize  or approve  the taking of such  action by any other
person.

16.   TERM AND TERMINATION

            16.1 This Agreement shall commence on the Effective Date and, unless
terminated  pursuant to this Section 16, shall  continue  until such time as the
Services and Closeout  Services have been  completed.  This  Agreement  does not
cover any services  required for long-term  patient follow up. The parties shall
endeavour to enter into a separate agreement for such services.

            16.2 This  Agreement  may be  terminated  upon the  mutual,  written
consent of both  parties.  This  Agreement  may also be terminated by YM without
cause upon thirty (30) days prior written notice to the other party.

            16.3 Either  party may  immediately  terminate  this  Agreement  for
cause,  upon written notice to the other party stating the date of  termination,
pursuant to the following:

            16.3.1  Termination  by POI. POI may  terminate  this  Agreement for
cause upon the occurrence of any of the following events:

                  (i) YM fails to maintain the  insurance  coverage  required by
Section 11.1;


                                                                   PAGE 14 OF 19
CLINICAL RESEARCH SERVICES AGREEMENT
10 March 2004

<PAGE>


                  (ii)  The  FDA,  IRB/EC,  or  any  regulatory  authority  with
jurisdiction over the Study suspends or revokes any consent, approval,  license,
or operating certificate required to conduct the Study;

                  (iii) YM breaches  any material  provision of this  Agreement,
other than those  specifically  referenced in this Section 16.3.1,  and fails to
remedy that breach within 30 days after receiving notice of such breach; or

                  (iv) YM files a petition for the  appointment of a receiver in
liquidation  or a trustee with respect to itself or any of its property;  or any
person  other  than YM files a petition  for the  appointment  of a receiver  in
liquidation  or a trustee  with  respect  to YM in  bankruptcy,  insolvency,  or
reorganization, compromise, adjustment or other relief relating to the relief of
debtors,  and such  involuntary  petition  is not vacated or set aside or stayed
within 60 days from YM's receiving notice of such petition.

            16.3.2  Termination by YM: YM may terminate this Agreement for cause
upon the occurrence of any of the following events:

                  (i)  The  FDA,  IRB/EC,  or  any  regulatory   authority  with
jurisdiction over the Study suspends or revokes any consent, approval,  license,
or operating certificate required to conduct the Study;

                  (ii} The  occurrence  of a Serious  Adverse Event which causes
the study to be terminated due to safety concerns by the Data Safety  Management
Board;

                  (iii) If POI enters into a Clinical  Trial  Agreement  with an
Investigator  relating to the Study,  and the  Investigator or any member of the
Investigator's staff fails to possess all qualifications, training, and licenses
necessary to perform the duties and  obligations of that  individual  under that
agreement  or fails in any  material  manner to abide by the  provisions  of the
Regulatory Requirements or this Agreement;  provided, however, that POI may cure
any such deficiency by removing forthwith the affected individual from providing
services under this Agreement;

                  (iv) POI breaches any  material  provision of this  Agreement,
other than those  specifically  referred to in this Section 16.3.2, and fails to
remedy that breach within 30 days after receiving notice of such breach;

                  (v) POI files a petition for the  appointment of a receiver in
liquidation  or a trustee  with  respect to itself or any of its  property;  any
entity POI controls  makes a -voluntary  assignment for the benefit of creditors
or  files  a  petition  in  bankruptcy  or  insolvency  or  for  reorganization,
compromise, adjustment, or other relief; or if any person other than POI files a
petition  for the  appointment  of a receiver in  liquidation  or a trustee with
respect  to POI  or  any  entity  it  controls  in  bankruptcy,  insolvency,  or
reorganization, compromise, adjustment or other relief relating to the relief of
debtors,  and such  involuntary  petition  is not vacated or set aside or stayed
within 60 days from POI's receiving notice of the petition; or

                  (vi) POI is unable  to  perform  its  obligations  under  this
Agreement  due to a Force  Majeure  Event for a period  greater than thirty (30)
days.


                                                                   PAGE 15 OF 19
CLINICAL RESEARCH SERVICES AGREEMENT
10 March 2004

<PAGE>

            16.4 In the event of any change or  reinterpretation of a Regulatory
Requirement,  the adoption of any new law or regulation, or the initiation of an
enforcement action with response to laws, regulations,  or guidelines applicable
to this Agreement, any of which shall affect the legality of this Agreement, the
parties agree to negotiate in good faith to amend this  Agreement to comply with
the offended law or  regulation.  If the parties do not agree to such  amendment
within 30 days prior to the effective date of the offended law or regulation (or
such earlier time as may be required to comply), then either party may terminate
this Agreement  immediately by giving written notice to such effect to the other
party.

17.   CONSEQUENCES OF TERMINATION

            17.1 Upon  termination  of this  Agreement,  POI  shall  immediately
provide to YM complete and up-to-date  written  records  accounting for the full
amount  of  Investigational   Product  dispensed,   and  the  amount  of  unused
Investigational   Product   remaining   in  the   possession   of  POI,  or  the
investigational  teams or sites participating in the Study. POI shall, and shall
ensure  that the  investigational  teams or sites  participating  in the  Study,
return  without  delay any unused  quantities  of the  investigational  Product,
including  samples,  unless YM  requests  that such  Investigational  Product be
destroyed,  in which case POI shall  arrange  for such  destruction  and provide
appropriate proof to YM that such destruction has occurred.

            17.2 The  termination  of this  Agreement  for any reason  shall not
affect any right or remedy  existing  hereunder  prior to the effective  date of
termination.

            17.3 Upon early  termination of this Agreement  pursuant to Sections
16.2,  16.3,  or 16.4,  YM shall  continue  to pay POI the  amounts set forth in
Schedules 1 and 2 for all  services  actually  provided  and  expenses  actually
incurred  by POI prior to the date of  termination  of this  Agreement.  Without
limiting  the  foregoing,  upon  termination  of this  Agreement,  YM shall,  in
addition to all CRO  Compensation  then due,  compensate  POI, as  specified  in
Schedules 1 and 2, for all Closeout  Services required to terminate and closeout
the Study, including but not limited to, any activities necessary to satisfy the
requirements of any  governmental,  regulatory,  or professional  authority with
jurisdiction over the Study.  Further,  upon termination of this Agreement by YM
prior to the  completion of the Study pursuant to Section 16.2, YM shall pay POI
a termination  fee that shall equal 10% of the remaining  compensation,  if any,
owed to POI  pursuant  to Section  8.1 and  Schedules  1 and 2 as of the date of
termination.  This termination fee shall be paid, in part, to compensate POI for
having to reassign its personnel and incur out-of-pocket expenses not covered by
Section 8.1 and Schedules 1 and 2.

            17.4  In the  event  that,  at  the  date  of  termination  of  this
Agreement,  the amount  already  paid by YM to POI exceeds the total of: (1) the
cost for services  actually  provided by POI up to the date of termination,  (2)
expenses  actually  incurred by POI up to the date of termination,  (3) the cost
for the Closeout  Services;  and (4) the  termination  fee  according to Section
17.3, if applicable, then the excess amount shall be immediately refunded to YM.

            17.5 In no event  shall the amount  payable to POI by YM pursuant to
this Agreement exceed the maximum amounts  specified in Schedule 1 or 2, without
the prior written agreement of the Parties.


                                                                   PAGE 16 OF 19
CLINICAL RESEARCH SERVICES AGREEMENT
10 March 2004

<PAGE>

18.   REPETITION OF THE STUDY

      In the  event  of a  material  error  by POI  as  agreed  to by POI in the
performance of the Services,  POI shall repeat the applicable Services upon YM's
request at no additional expense to YM.

19.   DELAYS

            19.1 YM may, in its sole discretion, require POI to delay or suspend
Services.  If (a) YM  requests  such a delay due to no fault of POI;  and (b) YM
requests that POI staff continue to be assigned to the project during the period
of such delay or suspension; the parties shall negotiate in good faith a monthly
maintenance  fee payable by YM during the period that Services are suspended and
staff continue to be assigned.  While the monthly maintenance fee is being paid,
payments due as outlined in  Schedules 1 and 2 shall not be payable.  Such delay
shall last no longer  than six (6)  months,  after which time POI shall have the
right to terminate this Agreement.

20.   GENERAL PROVISIONS

            20.1  This   Agreement   sets   forth  the  entire   agreement   and
understanding among the parties as to the matters contained therein,  and merges
and supersedes any prior  discussions,  agreements,  and  understanding of every
kind and nature relating thereto.

            20.2 Any amendment of or modification to this Agreement shall become
effective only if it is in writing and executed by the parties.

            20.3 This Agreement  shall be binding upon, and inure to the benefit
of, the parties and their respective legal representatives, trustees, receivers,
successors and permitted assigns.

            20.4 Except as otherwise  specified  in this  Agreement or otherwise
agreed to by the parties in writing, all notices,  requests,  demands, and other
communications provided for in this Agreement shall be in writing in English and
shall be deemed to have been  given at the time when  personally  delivered,  or
mailed by registered or certified mail, return receipt requested, to the address
of the other party stated  below or to such other  address as any such party may
have fixed by notice,  provided,  however,  that any notice of change of address
shall be effective only upon receipt by addressee.

                  All notices to YM shall be addressed to:

                  David G.P. Allan
                  President and CEO
                  YM BioSciences Inc.
                  5045 Orbitor Drive
                  Building 11, Suite 400

                  Mississauga, Ontario L4W4Y4 Canada


                                                                   PAGE 17 OF 19
CLINICAL RESEARCH SERVICES AGREEMENT
10 March 2004

<PAGE>

                  If notices or  communications  by telephone  or facsimile  are
                  specifically  authorized in this Agreement or otherwise agreed
                  to by the parties in writing,  calls to YM shall be placed and
                  facsimiles to YM shall be sent to the following numbers:

                  Phone: (905) 629-9761
                  Fax: (905) 629-4959

                  All notices to POI shall be addressed to:

                  John Hovre
                  Executive Vice President
                  Pharm-Olam International Ltd.
                  902 Frostwood,
                  Suite 240 Houston, TX 77024
                  United States

                  If notices or  communications  by telephone  or facsimile  are
                  specifically  authorized in this Agreement or otherwise agreed
                  to by the parties in writing, calls to POI shall be placed and
                  facsimiles to POI shall be sent to the following numbers:

                  Phone: (713) 463-8075, ext. 121
                  Fax: (713) 463-8281

            The  parties  shall give notice to each other of any change of their
address or  telephone,  facsimile,  or similar  number at the earliest  possible
opportunity.

            20.5  All  agreements  of the  parties,  as  well as any  rights  or
benefits  accruing  to  them,  pertaining  to a  period  of time  following  the
termination or expiration of this Agreement or any of its provisions,  including
but not limited to Paragraph  5.9, 6.3, and Sections 7 through 15, and 17, shall
survive such termination or expiration hereof and shall not be merged.

            20.6 The waiver by any party of breach or default by any other party
shall not operate as a waiver of a continuing or subsequent breach or default of
the same or a different nature or kind.

            20.7 If any provision of this  Agreement or the  application  of any
such provision to any person or circumstance  is held invalid,  the remainder of
this  Agreement  and the  application  of such  provision  to other  persons  or
circumstances  shall not be affected unless the invalid provision  substantially
impairs the benefits of the remaining provisions of this Agreement.

            20.8 No party may  assign  this  Agreement  or its rights and duties
hereunder,  without the prior written consent of the other party, except that YM
may assign this Agreement to a purchaser or acquirer of substantially all of the
business to which this Agreement relates.

            20.9 The provisions of this Agreement  shall be  self-executing  and
shall not require  further  agreement by the parties  except as may otherwise be
specifically provided in this Agreement; provided, however, that, at the request
of a party,  the other party  shall  execute  such  additional  instruments  and
perform such additional  acts as may be reasonably  necessary to effectuate this
Agreement.

            20.10 This Agreement may be executed in counterpart originals,  with
each counterpart to be deemed an original,  but all counterparts  together shall
constitute a single instrument.


                                                                   PAGE 18 OF 19
CLINICAL RESEARCH SERVICES AGREEMENT
10 March 2004

<PAGE>


            20.11  In  the  event  that  performance  by a  party  of any of its
obligations under the terms of this Agreement shall be interrupted or delayed by
a Force Majeure Event, that party shall be excused from such performance for the
same amount of time as such occurrence  shall have lasted or such period of time
as is reasonably  necessary after such occurrence abates for the effects thereof
to have dissipated.

21.   APPLICABLE LAW

      This  Agreement  shall be governed by and be  construed  under the laws of
Ontario,  Canada without giving effect to its choice-of-law rules, and exclusive
venue of any action or other  proceeding that may be brought or arise out of, in
connection with, or by reason of this Agreement shall be in Ontario, Canada.

      IN WITNESS  WHEREOF,  this Agreement is executed by the parties hereto and
is effective as of the day and year first above written.


                          YM BIOSCIENCES, INC.:

                          By:___________________________
                          David G.P. Allan, its President and CEO


                          PHARM-OLAM INTERNATIONAL LTD.:

                          By Pharm-Olam Management, Inc., its General Partner

                          By:__________________________________



                                                                   PAGE 19 OF 19
CLINICAL RESEARCH SERVICES AGREEMENT
10 March 2004

<PAGE>


                      Schedule 1 - Clinical Services Cost


Pharm-Olam International
Clinical Services Cost
Study:  Breast Cancer - YMB1002-02
Number of Patients:  700 over 70 sites ([*] months recruitment)
Countries:  [*]

Date:  18th February 2004

[*]


<PAGE>


                        Schedule 1 - Data Management Cost

Pharm-Olam International
Data Management Cost
Study:  Breast Cancer - YMB1002-02
Number of Patients:  700 over 64 sites ([*] months recruitment)
Countries:  [*]

Date:  18th February 2004

[*]


<PAGE>


                         Schedule 1 - Pass Through Costs


Pharm-Olam International
Pass Through Costs
Study:  Breast Cancer - YMB1002-02
Number of Patients:  700 over 64 sites ([*] months recruitment)
Countries:  [*]

Date:  18th February 2004

[*]



<PAGE>

                         SCHEDULE 1 - TRANSLATION TIMES

PHARM-OLAM INTERNATIONAL
TRANSLATION TIMES
STUDY: BREAST CANCER - YMB1002-02
NUMBER OF PATIENTS: 700 OVER 64 SITES ([*] MONTHS RECRUITMENT)
--------------------------------------------------------------------------------

COUNTRIES: [*]

Date:  18th February 2004

Note:  This is an  assumption  and  depends  on the final  number of pages to be
translated

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
            Document                         Assumptions                       Number of Days
                                                                               Eastern Europe
-------------------------------------------------------------------------------------------------------
<S>                                  <C>                                      <C>
Full protocol
(Russia and Mexico only)                 5 days each country                         10
-------------------------------------------------------------------------------------------------------
Patient information sheet           1 per language (9 languages excl.
                                        US, canada and India)                         9
-------------------------------------------------------------------------------------------------------
Consent form                               0.5 per language                         4.5
-------------------------------------------------------------------------------------------------------
Drug labels                                 1 per language                           9
-------------------------------------------------------------------------------------------------------
Ethics committee approval letters      0.5 per site (47 sites)                      23.5
-------------------------------------------------------------------------------------------------------
Import licence and
regulatory approval letters                 1 per language                           9
-------------------------------------------------------------------------------------------------------
Insurance certificate                       1 per language                           9
-------------------------------------------------------------------------------------------------------
Investigator contracts                      2 per language                           18
-------------------------------------------------------------------------------------------------------
SAEs                                         0.25 per SAE                           12.5
(50 to be translated into Russian)   (all SAEs to be translated)
-------------------------------------------------------------------------------------------------------
                           TOTAL                                                   104.5
-------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------

N.B. These  translation  times are an estimate,  a more accurate  costing can be
provided  after a review of the full study  documentation.  If you require local
language  correspondence  (  e.g.  to/from  Regulatory  Authorities,   EC's  and
investigators) to be translated this will be charged at (pound)75 per page.

--------------------------------------------------------------------------------

                                                        Pharm-Olam International
YM Biosciences Proposal                                             Confidential

<PAGE>

                                   Schedule 2

                                Payment Schedule

<TABLE>
<CAPTION>

PAYMENT SCHEDULE FOR SERVICES AND DATA MANAGEMENT:
---------------------------------------------------- ------------------- ------------------ ------------------- ----------------
                                                          SERVICES (GBP)    SERVICES (USD)     DATA MANAGEMENT       TOTAL
---------------------------------------------------- ------------------- ------------------ ------------------- ----------------
<S>                                                       <C>               <C>               <C>                   <C>
[*]% at Execution of Letter of Intent                        (pound)[*]               $[*]             $   [*]             $[*]
Amount Received to Date                                             [*]                [*]                 [*]              [*]
Balance Due                                                  (pound)[*]               $[*]             $   [*]            $ [*]
---------------------------------------------------- ------------------- ------------------ ------------------- ----------------
[*]% at 1st Patient In                                       (pound)[*]               $[*]                $[*]             $[*]
---------------------------------------------------- ------------------- ------------------ ------------------- ----------------
Balance (less [*]% holdback) payable in three                (pound)[*]               $[*]                $[*]             $[*]
parts: (pound)[*] per month for [*] months
((pound)[*]);(pound)[*] per patient randomized
((pound)[*]); and(pound)[*] per patient finalized
((pound)[*]) (i.e., completed treatment or
dropped out of study
---------------------------------------------------- ------------------- ------------------ ------------------- ----------------
Final Payments (of the holdback):

|X|      After last final close-out visits                   (pound)[*]               $[*]                $[*]             $[*]
|X|      On delivery of final report and CRFs                (pound)[*]               $[*]                $[*]             $[*]
---------------------------------------------------- ------------------- ------------------ ------------------- ----------------
TOTAL GRANT                                                  (POUND)[*]               $[*]                $[*]             $[*]
---------------------------------------------------- ------------------- ------------------ ------------------- ----------------
</TABLE>

Note:  Total is based on 700  patients  at 64 sites but  excluding  pass-through
costs.  If the number of  patients is reduced,  the costs and  payments  will be
reduced pro-rata.

PAYMENT SCHEDULE FOR INVESTIGATOR COSTS:

Billed  monthly to YM  BioSciences,  Inc.,  as patients  are  competed and after
validation by YM that patients are evaluable.

PAYMENT SCHEDULE FOR PASS-THROUGHS:

All pass-through  costs are estimates and will be invoiced on a monthly basis as
incurred.

FINAL PAYMENT:

The Final Payment represents a [*]% holdback: (pound)[*] is due on completion of
all the final  close out visits and  (pound)[*]  is due on delivery of the final
report and  delivery of case  report  forms to YM. YM and POI will in good faith
endeavor  to  enter  into  an  agreement  for  provision  of  services  for  the
`follow-up' of patients and it is  contemplated  that this Final Payment will be
dealt with as part of that agreement.

REFERENCE FOREIGN EXCHANGE RATE FOR SERVICES:

The USD figures are for reference only and the conversion  rate used is 1.75 USD
to 1 GBP

PAYMENT RELATED TO CANADIAN-SOURCED SERVICES:

Services budget  includes  approximately  US$[*] per month for  Canadian-sourced
services.


--------------------------------------------------------------------------------
Schedule 2 - Payment Schedule                                        Page 1 of 1

<PAGE>


                                  CONFIDENTIAL

                            CLINICAL STUDY AGREEMENT

This  Clinical  Study  Agreement  ("Agreement")  is made and entered into by and
among  PHARM-OLAM  INTERNATIONAL  LTD.  (hereinafter  referred to as "POI"),  YM
BIOSCIENCES,  INC. (hereinafter  referred to as "Sponsor"),  [INVESTIGATOR NAME]
("Principal  Investigator")  and  [INSTITUTION  NAME]  ("Institution")  for  the
conduct of a clinical trial in accordance with the protocol  entitled,  "A Phase
III study of DPPE  (tesmilifene)  combined with Epirubicin and  Cyclophosphamide
versus  Epirubicin  and  Cyclophosphamide  alone  as  first  line  Treatment  in
Metastatic/Recurrent Breast Cancer.",  ("Protocol"),  and all current and future
amendments thereto as signed and approved by the Principal  Investigator,  which
is incorporated into this Agreement by reference.

WHEREAS,  POI is a clinical  research  organization  retained by the Sponsor for
this Study (defined below).

WHEREAS, this study will be a multi-site Study with each Principal  Investigator
initially completing [NUMBER OF PATIENTS] eligible evaluable patients.

1.    TERMS

      1.1 "Study"  shall mean the conduct of the clinical  trial as set forth in
      the Protocol.  "Eligible  Evaluable Patient" shall mean any patient who is
      qualified to  participate in the Study pursuant to the Protocol and either
      completes the Study or is discontinued from the Study due to withdrawal of
      consent or adverse event.  "Study Drug" shall mean [DESCRIPTION OR NAME OF
      DRUG].  Capitalized  terms  used  herein  and not  defined  shall have the
      meanings ascribed to them in the Protocol.

2.    TERM OF THE AGREEMENT

      2.1 The term of this Agreement shall commence on the date that it is fully
      executed  and  continue  until six (6)  months  after the  earlier  of the
      following: (1) the date the Study is completed and final clinical research
      data is  accepted  by POI;  or (2) the date the  Study  is  terminated  as
      provided for herein.

3.    SUB-INVESTIGATORS

      3.1 The  Principal  Investigator  may have  one or more  sub-investigators
      ("Sub-investigator")  work on the Study.  Such  Sub-investigator  shall be
      subject to all of the terms and  conditions of this  Agreement,  including
      all obligations of the Investigator.  No Sub-investigator  may work on the
      study unless he or she is  qualified  through  experience  and training to
      conduct  clinical trials and agrees to be involved  through  completion of
      the Study.  The  Sub-investigator's  name shall appear in the  appropriate
      space on the FDA Form 1572. In this Agreement "Investigator" will refer to
      the Principal Investigator and any Sub-investigator.

4.    INVESTIGATOR OBLIGATIONS

      4.1 The  Investigator  shall adhere to any and all laws,  regulations  and
      guidelines,  including  (a) any  applicable  Guidelines  for Good Clinical
      Practice,  (b) the laws and customs  governing medical practice and ethics
      prevailing  in the  country  where  the  Study  takes  place,  and (c) all
      guidelines  and  instructions  supplied by POI and/or the Sponsor.  Strict
      compliance by the Investigator with the Study Protocol is required (slight
      deviations  based on medical  necessity will not violate this  provision).
      Any  modifications  recommended by the  Investigator or the  Institution's
      Institutional  Review  Board  ("IRB")  before  initiation  of the Study or
      during the review  process  must be brought to the  attention  of POI. The
      Protocol  may not be  altered  without  the prior  written  consent of POI
      and/or the Sponsor for the Study, and a subsequent  review and approval by
      the IRB. The Principal  Investigator  thoroughly  understands the Protocol
      and, as of the date of signing this Agreement, has no further questions or
      concerns about the Study's design or conduct.


Schedule 3 - Clinical Study Agreement Template                      Page 1 of 12

<PAGE>

      4.2 The Investigator shall exercise independent medical judgment as to the
      compatibility  of each  patient  with  the  Protocol  and  obtain  written
      informed consent before  including any patient in the Study.  Investigator
      shall  maintain  independent  records that  corroborate  that the informed
      consent was executed before the inclusion of the patient in the Study.

      4.3 The  Investigator  shall  obtain  written IRB  approval to conduct the
      Study.  The  IRB  shall  receive  a copy  of the  Protocol  as part of the
      original submission to the IRB as well as any Protocol  modifications that
      are made after IRB approval has been obtained.  When required, the patient
      informed  consent  form  approved  by the IRB shall be modified to reflect
      changes in the  Protocol.  The modified form shall be submitted to the IRB
      for approval,  and upon IRB approval signed by each patient  participating
      in the Study.

      4.4 The  Investigator  is expected to be available  during normal business
      hours  for  consultation  with  POI's  clinical  research   associates  by
      telephone and during periodic site visits to assess Study progress.

      4.5  The  Investigator  shall  have a  study  coordinator  to  assist  the
      Investigator  with the  administration of the Study. The Study coordinator
      shall be available during normal business hours for consultation  with POI
      by telephone and during periodic site visits.

      4.6 All Study Drug and other materials  provided by POI and/or the Sponsor
      shall be used solely for the  purposes of  conducting  the Study and shall
      not be provided to any third party without the prior  written  approval of
      POI. In accordance with applicable  regulations,  the  Investigator  shall
      provide  careful  custody and  accurate  dispensing  records for the Study
      Drug. In addition,  the  Investigator  shall retain shipping  invoices for
      supplies received from the Sponsor.

5.    SAFETY

      5.1 The Investigator and/or the Institution will immediately notify POI of
      any serious and/or unexpected experiences suffered by patients, whether or
      not deemed therapy related. Serious adverse events will be reported to POI
      within 24 hours.  A follow up written  report must be submitted to the POI
      and Institution's IRB as soon as possible, but in no event more than three
      days after occurrence or identification of the event.

6.    STUDY RECORDS

      6.1 Case  Report  Forms will be provided  to the  Investigator  along with
      Study supplies. The Investigator shall complete and review all Case Report
      Forms for completeness and accuracy,  shall submit data in a timely manner
      and shall maintain  complete records of patient  identification,  clinical
      observations and clinical  supplies  disposition.  The Investigator  shall
      also maintain  independent case histories for each patient, in addition to
      the Case Report Forms provided to the  Investigator.  The  Investigator is
      required to retain Study  documents and maintain the master patient log in
      accordance with all applicable regulations.


Schedule 3 - Clinical Study Agreement Template                      Page 2 of 12

<PAGE>


      6.2 THE  INVESTIGATOR  SHALL  RECORD ALL ENTRIES ON CASE REPORT FORMS IN A
      TIMELY MANNER FOLLOWING EACH PATIENT VISIT.

      6.3 The Study will have  quality  assurance  audits that will be performed
      several  times during the  duration of the Study.  During the term of this
      Agreement,    the   Institution   and   Investigator   agree   to   permit
      representatives  of POI and  Sponsor  to examine  at any  reasonable  time
      during normal  business hours (1) the facilities  where the Study is being
      conducted, (2) raw Study data, and (3) any other relevant information (and
      to make copies)  necessary for POI or Sponsor to confirm that the Study is
      being  conducted in conformance  with the Protocol and in compliance  with
      applicable  laws,  regulations and regulatory  guidelines.  The applicable
      health regulatory  authority also may conduct  independent  inspections of
      the Study under its  jurisdiction.  The Investigator and Institution shall
      cooperate fully in such audits and inspections.

7.    TERMINATION

      7.1 Sponsor  reserves  the right to  discontinue  the Study for any reason
      upon thirty (30) days advance  written notice of Study  termination to the
      Investigator.  The Investigator will stop enrolling  patients upon receipt
      of notice of Study  termination.  Upon termination the Investigator  shall
      deliver to POI,  at the expense of POI,  all unused Case Report  Forms and
      Study Drug, and all other material and information  provided by POI and/or
      Sponsor,  or generated  during the Study.  POI and/or Sponsor  reserve the
      right to  discontinue  the Study  without  advance  written  notice to the
      Investigator  if patient safety  becomes a concern to POI or Sponsor.  POI
      and/or  Sponsor  reserve the right to terminate this Agreement at any time
      for cause. In case of  termination,  the payments due under this Agreement
      shall be prorated  based on actual work  properly  performed in accordance
      with the Protocol as of the date of the termination.

8.    CONFIDENTIALITY

      (i)   Basic Obligation of Confidentiality

            Investigator and Institution hereby  acknowledges and agrees that in
            the course its  involvement  with  Sponsor,  Sponsor  and/or POI may
            disclose  to  Investigator   and  Institution  or  Investigator  and
            Institution  may otherwise have access or be exposed to Confidential
            Information. All information disclosed by POI and/or the Sponsor, or
            developed   hereunder  by  the  Institution,   the  Investigator  or
            associated staff, is deemed Confidential  Information.  Confidential
            Information shall include the Protocol, the terms of this Agreement,
            Case Report Forms and all materials and  information  concerning the
            Sponsor and the Study  disclosed to the  Investigator or Institution
            during the Study.  Sponsor  hereby  agrees to provide such access to
            Investigator and Institution and Investigator and Institution agrees
            to receive and hold all  Confidential  Information  on the terms and
            conditions  set out in  this  Agreement.  Except  as set out in this
            Agreement,   Investigator   and   Institution   will  keep  strictly
            confidential all Confidential  Information and all other information
            belonging to Sponsor that  Investigator  and  Institution  acquires,
            observes or is informed of,  directly or  indirectly,  in connection
            with  Investigator and Institution's  involvement,  in any capacity,
            with Sponsor and will not, without  Sponsor's prior written consent,
            disclose any Confidential  Information or  recollections  thereof to
            any person.

Schedule 3 - Clinical Study Agreement Template                      Page 3 of 12

<PAGE>


      (ii)  Non-disclosure

            Unless  Sponsor first gives  Investigator  and  Institution  written
            permission to do so,  Investigator  and Institution  will not at any
            time,   either  during  or  after   Investigator  and  Institution's
            involvement in any capacity with Sponsor:

                  o     Use or copy Confidential Information or Investigator and
                        Institution's recollections thereof; or

                  o     Publish  or   disclose   Confidential   Information   or
                        Investigator and Institution's  recollections thereof to
                        any person other than Sponsor or its  employees  who are
                        under an obligation of confidentiality with Sponsor; or

                  o     Permit any Confidential  Information to be used, copied,
                        translated  or  adapted  except as  otherwise  expressly
                        permitted by this Agreement.

      (iii) Taking Precautions

            Investigator  and Institution  will take all reasonable  precautions
            necessary  or  prudent  to  prevent  material  in  Investigator  and
            Institution's  possession  or  control  that  contains  or refers to
            Confidential  Information from being  discovered,  used or copied by
            third parties.

      (iv)  Sponsor's Ownership of Confidential Information

            As between  Investigator  and  Institution  and Sponsor,  all right,
            title and  interest in and to the  Confidential  Information  is and
            shall remain Sponsor's property.

      (v)   Control of Confidential Information and Return of Information

            All physical materials containing Confidential Information,  whether
            or  not  produced  or  prepared  by  Investigator  and  Institution,
            including, without limitation,  memoranda, drawings, plans, samples,
            case  report  forms   accounts,   reports,   financial   statements,
            estimates,  computer  files and materials  prepared in the course of
            Investigator  and  Institution's  responsibilities  to  or  for  the
            benefit  of  Sponsor,  shall  belong to  Sponsor.  Investigator  and
            Institution  further agrees that,  upon written request from Sponsor
            at any time, Investigator and Institution shall:

            o     Return to  Sponsor  all  original  copies of the  Confidential
                  Information; and

            o     Destroy any and all copies or other  reproductions or extracts
                  thereof and all other  documents,  memoranda,  notes and other
                  writings prepared by or for Investigator and Institution based
                  on the Confidential Information.

            Investigator  and  Institution  is not  granted any license or other
            rights to any of the  Confidential  Information  except as expressly
            set out in this Agreement.

      (vi)  Purpose of Use

            Investigator and Institution  will use the Confidential  Information
            only for the purposes of fulfilling  Investigator and  Institution's
            responsibilities  under this  Agreement or as authorized or directed
            by Sponsor.

Schedule 3 - Clinical Study Agreement Template                      Page 4 of 12

<PAGE>



9.    PUBLICATION

      9.1 The  Parties  agree that  presentation  and  publication  of  clinical
      research  findings  may be made by the  Institution  or the  Investigator;
      provided,  however, no Confidential Information of the Sponsor is revealed
      and no  single  site  data is  presented  and/or  published  prior  to the
      publication of the multi-center  data from the Study, or until twelve (12)
      months have  elapsed  following  database  lock,  whichever  comes  first.
      Institution  agrees  to  provide  the  Sponsor  with a copy of any and all
      communications,  presentations and publications thirty (60) days before it
      is  released  and  to  discuss  any  issues  of  data   interpretation  or
      confidentiality  with Sponsor staff.  Institution and  Investigator  shall
      cause each of its  employees,  agents and  contractors  to comply with the
      terms and conditions of this Paragraph 9.

10.   OWNERSHIP OF WORK PRODUCT

      10.1  The  Investigator   and  Institution   agree  that  all  inventions,
      improvements  in  know-how,  data,  inventions,   discoveries,  new  uses,
      processes  and  compounds,  whether  patentable or not,  copyrightable  or
      susceptible  to any other form of legal  protection,  made,  conceived  or
      reduced to practice  relating to the Study, or made,  conceived or reduced
      to practice  at any time with the use or  possession  of any  Confidential
      Information  or any analog of the Study drug  ("Inventions")  shall be and
      remain  the  sole  property  of  Sponsor.  The  Investigator  shall  fully
      cooperate  with Sponsor in obtaining,  at Sponsor's sole cost and expense,
      the  patent  and  all  such  intellectual  property  protection  as may be
      available with respect to such Inventions, and shall execute all documents
      reasonably  deemed  necessary by Sponsor for  purposes of  procuring  such
      patent and intellectual property protection.

11.   DEBARMENT

      11.1 The Investigator  and Institution  warrant and represent that neither
      the  Investigator  nor the  Institution  have been, or are  currently,  an
      individual, corporation,  partnership, association or entity that has been
      debarred by the U.S. Food and Drug  Administration  ("FDA") pursuant to 21
      U.S.C. ss.335a (a) or (b) ("Debarred Person").

      11.2 The  Institution  further  warrants and  represents  that no Debarred
      Person has performed or rendered,  or will perform or render, any services
      or assistance relating to activities taken pursuant to this Agreement.

      11.3 The Institution and  Investigator  further warrant and represent that
      they have no knowledge of any circumstances  which may affect the accuracy
      of the  foregoing  warranties  and  representations,  including,  but  not
      limited to, FDA investigations of, or debarment  proceedings  against, the
      Institution or any other person or entity performing services or rendering
      assistance relating to activities taken pursuant to this Agreement.

      11.4 The Institution and Investigator shall immediately notify POI if they
      become aware of any such circumstances at any time.

12.   PAYMENT

      12.1 Grant  payments  hereunder will be made by POI, upon receipt of funds
      from the Sponsor,  to [THE PAYEE] and  pursuant to Exhibit A  incorporated
      herein.


Schedule 3 - Clinical Study Agreement Template                      Page 5 of 12

<PAGE>



13.   INDEMNIFICATION

      13.1 Sponsor  agrees to defend,  indemnify and hold harmless  Institution,
      the   Investigators   and   their   respective   employees   ("INSTITUTION
      INDEMNITEES")  from  any and  all  third  party  claims,  demands,  costs,
      expenses  (including  without  limitation   reasonable  attorneys'  fees),
      liabilities  and/or  losses  (such third  party  claims,  demands,  costs,
      expenses,  liabilities and/or losses including reasonable  attorneys' fees
      shall  collectively  be referred to as the "LOSSES") which may be asserted
      against  Institution  Indemnitees  related  to the Study  drug.  Sponsor's
      indemnification  obligations  under this paragraph 13.1 shall not apply to
      the extent any such  Losses  arise  from,  result from or relate to: (i) a
      material breach of this Agreement, or violation of applicable law, rule or
      regulation by any of the Institution  Indemnitees;  (ii) the negligence or
      willful  misconduct of any of the  Institution  Indemnitees;  or (iii) any
      unauthorized deviation or diversion by any of the Institution  Indemnitees
      from the  Protocol  (except  for any such  deviation  required  as medical
      necessity).

      13.2 Institution  agrees to defend,  indemnify and hold harmless  Sponsor,
      its   subsidiaries,   affiliates,   directors,   officers,   shareholders,
      employees,  successors and/or assigns ("SPONSOR INDEMNITEES") from any and
      all  Losses  related  to (i) a  material  breach of this  Agreement,  or a
      violation of applicable law, rule, or regulation by any of the Institution
      Indemnitees;  (ii) the  negligence  or  willful  misconduct  of any of the
      Institution Indemnitees;  or (iii) any unauthorized deviation or diversion
      by any of the Institution  Indemnitees  from the Protocol  (except for any
      such   deviation   required   as   medical    necessity).    Institution's
      indemnification  obligations  under this Paragraph 13.2 shall not apply to
      the extent any such  Losses  arise  from,  result from or relate to: (i) a
      material breach of this Agreement, or violation of applicable law, rule or
      regulation  by any of the  Sponsor  Indemnitees;  (ii) the  negligence  or
      willful  misconduct  of any of  the  Sponsor  Indemnitees;  or  (iii)  any
      unauthorized deviation or diversion by any of the Sponsor Indemnitees from
      the  Protocol   (except  for  any  such  deviation   required  as  medical
      necessity).

      13.3 The party  against  whom a claim that is  subject to  indemnification
      hereunder is brought (in this context,  the "INDEMNIFIED PARTY") agrees to
      promptly  notify  the  indemnifying  party (in this  context,  the  "OTHER
      PARTY") in writing,  of any claims asserted against the Indemnified  Party
      to which the Indemnified Party is entitled to  indemnification  hereunder.
      The  Indemnified  Party shall  deliver to the Other Party any  appropriate
      court document or other document relative to or in relation to such claim.
      The Other  Party  shall  control  the  investigation,  trial,  defense and
      settlement of any such lawsuit or action and any appeal arising  therefrom
      and shall employ or engage  attorneys of its own choice.  The  Indemnified
      Party may, at its own cost,  participate in such investigation,  trial and
      defense of such lawsuit or action and any appeal  arising  therefrom.  The
      Indemnified  Party shall provide full reasonable  cooperation to the Other
      Party at all times during the pendency of the claim or lawsuit  including,
      without   limitation,   providing  the  Other  Party  with  all  available
      information, access to personnel and documents concerning the claim..

      13.4  NOTWITHSTANDING THE ABOVE,  NEITHER THE SPONSOR NOR THE INSTITUTION,
      THEIR  RESPECTIVE  AFFILIATES,  NOR  ANY OF  THEIR  RESPECTIVE  DIRECTORS,
      OFFICERS,  EMPLOYEES,  OR AGENTS SHALL HAVE ANY LIABILITY FOR ANY SPECIAL,
      INCIDENTAL,  INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED
      TO THE LOSS OF OPPORTUNITY, OR LOSS OF REVENUE OR PROFIT.

Schedule 3 - Clinical Study Agreement Template                      Page 6 of 12

<PAGE>



14.   ASSIGNMENT/SPONSOR'S RIGHTS

      14.1 This Agreement is for professional services.  Neither the Institution
      nor  Investigator  may assign,  delegate or otherwise  transfer any of its
      rights or  obligations  under this  Agreement  without  the prior  written
      consent  of  POI  and  the  Sponsor.   The  Institution  and  Investigator
      understand and agree that its obligations under this Agreement are for the
      benefit of Sponsor and POI and the Sponsor and POI shall have the right to
      enforce the terms of this  Agreement.  Accordingly,  it is agreed that POI
      shall have the right to assign all of its rights  under this  Agreement to
      Sponsor.

15.   SURVIVAL

      15.1 The terms of  Paragraphs  8, 9, 10, 13, 14 and 15 shall  survive  the
      expiration or termination of this Agreement.

16.   FINANCIAL DISCLOSURE

      16.1 For purposes of this paragraph,  any Investigator performing services
      pursuant  to this  Agreement,  and any spouse or  dependent  child of such
      Investigator shall be jointly referred to as "Investigator Personnel". The
      Investigator and Institution agree to submit a written  disclosure of: (1)
      any financial  arrangement in which any Investigator who performs services
      pursuant to this Agreement,  participates,  which could affect the outcome
      of the Study as defined in 21 CFR 54.2(a);  (2) any propriety  interest by
      any Investigator  Personnel in the Study Drug or test product,  as defined
      in 21 CFR  54.2(c);  (3) any  significant  equity  interest  owned  by any
      Investigator  Personnel  in the  Sponsor  company,  as  defined  in 21 CFR
      54.2(b) and (4) receipt by any  Investigator  Personnel of any significant
      payments of other sorts as defined by 21 CFR 54.2(f). The Investigator and
      Institution  further  agree to assist  POI and  Sponsor,  upon  request in
      obtaining any information and executing any documents  necessary to comply
      fully with 21 CFR part 54, or any rules or regulations thereunder.

17.   INSURANCE

      17.1 Before  initiation of the Study, the Institution and the Investigator
      shall provide POI with evidence of professional  liability coverage in the
      amount equivalent to acceptable industry standards of coverage.

18.   GOVERNING LAW

      18.1 This Agreement  shall be governed by and construed in accordance with
      the laws of the province of Ontario, Canada.

19.   ILLEGALITY

      19.1 If any term or  provision of this  Agreement  shall for any reason be
      held invalid,  illegal, or unenforceable in any respect,  such invalidity,
      illegality  or  unenforceability  shall  not  affect  any  other  term  or
      provision hereof, and this Agreement shall be construed as if such term or
      provision,  to the extent the same shall have been held invalid,  illegal,
      unenforceable, had never been contained herein.

20.   WAIVER

      20.1 No waiver or modification of any of the terms of this Agreement shall
      be valid unless in writing and signed by authorized representatives of all
      parties  hereto.  Failure  by any party to enforce  any rights  under this
      Agreement  shall not be  construed  as a waiver of such rights nor shall a
      waiver by any party in one or more instances be construed as  constituting
      a continuing waiver in other instances.


Schedule 3 - Clinical Study Agreement Template                      Page 7 of 12

<PAGE>



21.   ASSIGNS

      21.1 This Agreement  shall be binding on and shall inure to the benefit of
      the parties hereto and their respective  permitted  assigns and successors
      in interest;  provided, however, neither party shall assign this Agreement
      or any part thereof without the prior written consent of the other party.

22.   INDEPENDENT CONTRACTOR

      22.1 In conducting this Study, the Institution,  Investigator and approved
      personnel  will be acting as independent  contractors,  and not as agents,
      partners,  or employees of POI or Sponsor.  The  Investigator and approved
      personnel  will not have  any  authority  to make  agreements  with  third
      parties that are binding on POI or Sponsor.

23.   USE OF NAME

      23.1 The  Institution,  Investigator  and POI, on behalf of themselves and
      their employees, investigators, agents or independent contractors involved
      in the Study,  agree  that they shall not employ or use the name,  symbols
      and/or marks of the other party,  Sponsor,  any Institutional Review Board
      or any Investigator,  in any publication or promotional material or in any
      form for public  distribution  without  the prior  written  consent of the
      other party in each instance, except as required by law.

24.   REPRESENTATIONS AND WARRANTIES

      24.1 The Investigator,  Institution, Sponsor and POI warrant and represent
      that they are  authorized to enter into this  Agreement and that the terms
      of  this  Agreement  are  not  inconsistent  with  or a  violation  of any
      contractual or other legal obligation to which they are subject.

      24.2 The Institution and Investigator warrant and represent that: (1) they
      have the staff and other  resources  to carry out the Study in  accordance
      with the  Sponsor's  timelines and (2) their  employees,  agents and other
      personnel  who will  carry  out the Study  shall  have the  expertise  and
      experience  necessary to perform the Study efficiently and that such Study
      shall be  performed  with care and skill and to the best of their  ability
      commensurate  with such skill and  experience and adhering at all times to
      applicable law.

25.   CONSTRUCTION

      25.1 If the terms of this Agreement and the Protocol should conflict,  the
      terms of this Agreement shall control.

26.   COUNTERPARTS

      This Agreement may be signed by facsimile and in counterparts  and each of
      such   counterparts   will  constitute  an  original   document  and  such
      counterparts, taken together, will constitute one and the same document.

Schedule 3 - Clinical Study Agreement Template                      Page 8 of 12

<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
      executed  by their duly  authorized  representatives  as of the date first
      above written.

 PRINCIPAL INVESTIGATOR:                PHARM-OLAM INTERNATIONAL, INC.:

 X___________________________           X______________________________

  INVESTIGATOR NAME                     JOHN HOVRE, EXECUTIVE VICE PRESIDENT

 DATE:________________________          DATE:___________________________

 INSTITUTION:                                    YM BIOSCIENCES INC.:

 X___________________________           X___________________________

 (SIGNATURE)                             [NAME AND TITLE]

 NAME:_______________________

 TITLE:________________________         DATE:________________________

 DATE:________________________


Schedule 3 - Clinical Study Agreement Template                      Page 9 of 12

<PAGE>


                                    EXHIBIT A
                                PAYMENT SCHEDULE


Payee   (______________________________)  will  be  paid  a  clinical  grant  of
$__________  (THIS INCLUDES  OVERHEAD) for each eligible,  evaluable patient who
completes the Study according to the Protocol. Payment for patients who are lost
to follow-up, withdraw consent or do not complete the Study due to adverse event
or death will be prorated as negotiated with POI.

Payment will be made pursuant to the following schedule:

      o     ____________  upon  execution of this  Agreement  and the Study site
            initiation,

      o     The succeeding  payments shall be based on verified patient progress
            according  to the number of  patients  and/or  procedures  completed
            prior to each  milepost  (the first day of every  calendar  month of
            study  participation).   These  successive  payments  will  be  paid
            approximately 45 days after acceptance of all the closing  documents
            for each succeeding period.

Investigator  represents that he can enroll ____ subjects within the first month
and   a   minimum   of   ______    subjects    per   month    thereafter.    The
Institution/Investigator  will use  their  best  efforts  to meet  these  target
enrollments (which includes  completion of relevant case report forms).  Failure
to meet these  target  enrollments  can  result,  at  Sponsor's  discretion,  in
termination of the site.

In the event that  payments made to the Payee  pursuant to the payment  schedule
exceed  payment  amounts due to the Payee as of the date of  termination  of the
Study, Payee shall promptly refund all unearned amounts to POI.


Schedule 3 - Clinical Study Agreement Template                     Page 10 of 12

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                             EXHIBIT B (PAGE 1 OF 2)

                            CLINICAL STUDY AGREEMENT

                             GRANT INFORMATION FORM


NAME OF PROTOCOL:

PROTOCOL:

NUMBER OF SUBJECTS:

ANTICIPATED START DATE:

ESTIMATED COMPLETION DATE:

PRINCIPAL INVESTIGATOR:

PRINCIPAL INVESTIGATOR ADDRESS:



GRANT INFORMATION

PERSON RESPONSIBLE FOR GRANT NEGOTIATIONS:

PHONE NUMBER:

SOCIAL SECURITY or TAX ID NUMBER, or Employer ID NUMBER:


GRANT CHEQUES MADE PAYABLE TO:

GRANT CHEQUES TO BE SENT TO (PO BOXES ARE NOT ACCEPTABLE)

TO:

        ___________________



Schedule 3 - Clinical Study Agreement Template                     Page 11 of 12


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                             EXHIBIT B (PAGE 2 OF 2)

                              CONDITIONS OF PAYMENT






Schedule 3 - Clinical Study Agreement Template                     Page 12 of 12

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                                   SCHEDULE 4

                             ADVERSE EVENT REPORTING
                                 DPPE YMB1002-02
        15 DAY MAXIMUM TURNAROUND TIME FOR REPORTING TO REGULATORY BODIES




                           [FLOW CHART APPEARS HERE]





In the event of  Jennifer  or Paul  being  absent  from the YM office  they will
delegate a member of the YM team to monitor  the  intake and  processing  of the
events.