Execution
Version


 


LORUS THERAPEUTICS
INC.


 


EXECUTIVE EMPLOYMENT
AGREEMENT


 




    	 



    	 



    

 


EXECUTIVE EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT is made the 25th day of October,
2013


 


BETWEEN:


 


LORUS THERAPEUTICS
INC.


(the “Corporation”)


 


- and -


 


DR. WILLIAM G. RICE


(the “Executive”)


 


RECITALS:


 


		A.	The Corporation
                                         is involved in the biopharmaceutical business specializing in the development and commercialization
                                         of pharmaceutical products and technologies.



 


		B.	The Corporation
                                         wishes to employ the Executive in the position of Chairman of the Board (“Chair”)
                                         and Chief Executive Officer.



 


		C.	The Corporation
                                         and the Executive have agreed to enter into this Executive Employment Agreement (“Agreement”)
                                         in order to formalize in writing the terms and conditions reached between them governing
                                         the Executive’s employment with the Corporation in his position as Chair and Chief
                                         Executive Officer.



 


NOW THEREFORE in consideration of the covenants
in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the
parties, the parties agree as follows:


 


		1.	Definitions



 


In this Agreement,


 


“Affiliate”
means a corporation, partnership, limited liability company or any other entity which owns at least a majority of the
outstanding shares of the Corporation or of which the Corporation owns at least a majority of the outstanding shares, equity or
other ownership interests;


 


“Agreement”
means this agreement and all schedules attached to this agreement, in each case as they may be amended or supplemented
from time to time;


 


“Basic
Salary” has the meaning set out in Section 4.1;


 


“Benefits”
has the meaning set out in Section 4.2;


 




    	 



    	 



    

 


“Business
Day” means any day, other than Saturday, Sunday, or a Corporation recognized holiday in the jurisdiction in which
the recipient of a notice or other communication received in accordance with Section 12 is located;


 


“Disability”
means the Executive’s inability to perform the essential functions of the position described in this Agreement,
with or without reasonable accommodations, for a period of 180 consecutive calendar days, or for any period of 180 days (whether
or not consecutive) in any consecutive 365-day period, due to a physical or mental disability. A determination of a Disability
shall be made by a physician satisfactory to both the Executive and the Corporation; provided that if the Executive and the Corporation
do not agree on a physician, the Executive and the Corporation shall each select a physician and these two together shall select
a third physician, whose determination as to a Disability shall be binding on all parties. The Corporation shall administer this
provision in compliance with all applicable federal and state laws;


 


“Employment
Period” has the meaning set out in Section 2;


 


“Good
Reason” means any one of the following conditions that occurs without the Executive’s written consent:
(i) a material reduction in the Executive’s responsibilities and authority as Chief Executive Officer of the Corporation;
(ii) a material reduction in the Executive’s Basic Salary, other than in connection with an across-the-board decrease of
base salaries applicable to all senior executives of the Corporation; or (iii) relocation of the Executive’s principal place
of employment to a place that increases the Executive’s one-way commute from the Executive’s residence by at least
fifty (50) miles as compared to the Executive’s then-current principal place of employment immediately prior to such relocation.
Notwithstanding the foregoing, in order to resign for Good Reason, the Executive must (1) provide the Corporation with written
notice within sixty (60) days after the first occurrence of the event giving rise to Good Reason setting forth the basis for the
resignation; (2) allow the Corporation at least thirty (30) days from receipt of such written notice to rescind or cure such event
(the “Cure Period”); and (3) if such condition is not reasonably rescinded or cured within the Cure Period,
the Executive’s resignation from all positions he then holds with the Corporation (including any subsidiary or parent entities)
must be effective not later than thirty (30) days after the expiration of the Cure Period and in any event not later than two
(2) years following the first occurrence of the event giving rise to Good Reason;


 


“Just
Cause” means: (i) theft, fraud, dishonesty or material misconduct by the Executive involving the property, business
or affairs of the Corporation or the carrying out of the Executive’s duties, which results in (or could result in) material
harm to the Corporation; (ii) any material breach by the Executive of any term of this Agreement (other than a material breach
of the Employee Proprietary Information and Inventions Agreement attached hereto as Schedule “B”) that is capable
of correction, after notice by the Corporation of the failure to do so and an opportunity for the Executive to correct the same
within a reasonable time from the date of receipt of that notice and which material breach would constitute just cause for the
termination of this Agreement and the Executive’s employment hereunder; or (iii) any material breach of the Employee Proprietary
Information and Inventions Agreement attached hereto as Schedule “B”;


 


“Person”
means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation
with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative,
regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;


 




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“Share
Option Plan” means the Corporation’s Stock Option Plan as the same is in effect at any relevant time;


 


“Stock
Option Agreement” means any agreement required to be executed and delivered pursuant to the Share Option Plan”;
and


 


“Year
of Employment” means any 12-month period commencing on the date of commencement of the Executive’s employment
under this Agreement contained in Schedule “A” or on any anniversary of that date.


 


		2.	Employment
                                         and Term



 


The Corporation will employ the Executive,
and the Executive will serve the Corporation in the office set forth in Schedule “A”, with effect from the date contained
in Schedule “A”, until the effective date that the Executive’s employment is terminated in accordance with Section
7 hereof (the “Employment Period”).


 


		3.	Nature
                                         of Employment



 


3.1.          The
Executive will perform the duties of the office as outlined in Schedule “A”.


 


3.2.          During
the Employment Period, the Executive will faithfully, honestly and diligently serve the Corporation. The Executive will (except
in the case of illness, accident or vacation) devote all of the Executive’s business time and attention to the Executive’s
employment and will use the Executive’s best efforts to promote the interests of the Corporation. Notwithstanding the foregoing,
the Executive may remain as Chairman of the Board of Cylene Pharmaceuticals, Inc. and, with the prior written consent of the Board
of Directors of the Corporation (the “Board”), which consent will not be unreasonably withheld, serve on the
board of directors of other corporations or accept part-time unpaid academic appointments, provided that any such board or academic
appointment does not interfere with the performance of the Executive’s obligations hereunder, and provides, in a manner
satisfactory to the Board, for the adequate protection of any intellectual property arising out of or in connection with such
appointment. Unless otherwise specified in Schedule “A”, the Executive appreciates that the Executive’s duties
may involve travel from the Executive’s place of employment (both within and outside the United States), and the Executive
agrees to travel as reasonably required in order to fulfill the Executive’s duties. The Executive will be reimbursed for
the cost of any business visitor visas necessary for the performance of his duties while employed by the Corporation.


 


3.3.          The
Executive will comply with all rules, regulations and reasonable and legal instructions of the Corporation now in force, or that
may be adopted from time to time, and communicated by the Corporation to its executives generally.


 




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		4.	Remuneration



 


4.1.          Basic
Salary. The Corporation will pay to the Executive a gross annual salary (the “Basic Salary”) as set out
in Schedule “A”. The Basic Salary will be payable in equal installments in accordance with the practices of the Corporation
applicable to its other senior executives.


 


4.2.          Benefits.
The Executive will be eligible to participate in all Corporation benefit programs provided by the Corporation to its United States-based
executive officers, once such benefit programs have been adopted and established in the United States. At this time, the Corporation
anticipates such benefit programs will include: group health care coverage (including medical, dental and vision), life insurance,
short term and long term disability coverage, accidental death and dismemberment, a 401(k)
plan, and a non-qualified deferred compensation plan (“Deferred Compensation Plan”). Until the Corporation
adopts and establishes a group health care coverage plan, the Corporation agrees to pay Executive a taxable monthly benefits allowance,
as set out in Schedule “A.”


 


4.3.          Deferred
Compensation Plan. The Corporation will make pre-ordinary income tax contributions to the Executive’s Deferred Compensation
Plan account as set out in Schedule “A”.


 


4.4.          Bonus
Remuneration. The Executive will be entitled to receive bonus remuneration (“Bonus Remuneration”) in respect
of each Year of Employment during the Employment Period, or any part thereof, as the Board, in its good faith discretion, may
authorize in accordance with the terms of any management incentive compensation plan of the Corporation in effect from time to
time. The Executive’s current Bonus Remuneration target is as set out in Schedule “A”.


 


4.5.          Share
Options. The Executive shall be eligible to receive options to acquire common shares of the Corporation, subject to Executive’s
continued employment with the Corporation through the applicable date of grant, and in accordance with the following:


 


		4.5.1.	the Executive
                                         shall on the Effective Date of this Agreement (as set out in Schedule “A”),
                                         receive a grant of an option to acquire 425,000
                                         common shares of the Corporation (the “Initial Option”). The Initial
                                         Option will be granted pursuant to and subject to the terms of the Share Option Plan
                                         and its standard Stock Option Agreement. The Initial Option will immediately be fully
                                         vested and exercisable on the date of grant and will have an exercise price equal to
                                         the fair market value of the common shares on the date of grant.



 


		4.5.2.	the Executive
                                         shall, within two (2)
                                         days following the closing of a bridge financing of the Corporation of at least
                                         U.S. $4
                                         million on or about December 31,
                                         2013, by
                                         way of equity investment, receive a grant of an additional option to acquire 845,000
                                         common shares of the Corporation (the “Additional Option”). The Additional
                                         Option will be granted pursuant to and subject to the terms of the Share Option Plan
                                         and its standard Stock Option Agreement, upon approval of the Board. The Additional Option
                                         shall vest over three years and will have an exercise price equal to the fair market
                                         value of the common shares on the date of grant.



 




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		4.5.3.	the Executive
                                         shall, within two (2) days upon the closing of the Corporation’s financing of at
                                         least U.S. $17 million on or about April 30, 2014, by way of equity investment (the “PIPE”),
                                         receive an additional grant of an option to acquire 1,680,000 common shares of the Corporation
                                         (the “PIPE Option”). The PIPE Option will be granted pursuant to and
                                         subject to the terms of the Share Option Plan and its standard Stock Option Agreement,
                                         upon approval of the Board. The PIPE Option will vest over three years and will have
                                         an exercise price equal to the fair market value of the common shares on the date of
                                         grant.



 


4.6.          Communication
of Annual Objectives. Prior to the commencement of each Year of Employment throughout the Employment Period, the Lead Independent
director of the Corporation, based on discussions with the full Board, will provide a written communication to the Executive setting
out:


 


		4.6.1.	the corporate
                                         objectives as agreed to by the Executive and the Board relating to the employment of
                                         the Executive for the ensuing fiscal year of the Corporation;



 


		4.6.2.	the Basic Salary
                                         of the Executive during the ensuing fiscal year; and



 


		4.6.3.	the potential
                                         Bonus Remuneration to which the Executive may become entitled during the ensuing fiscal
                                         year and the basis of calculation thereof; 



 


in each case as the same have been determined
                                         by the Compensation Committee of the Board and approved by the Board.


 


		5.	Expenses



 


5.1.          Travel
and Related Expenses. The Corporation will, upon presentation of expense statements or receipts and any other supporting documentation
as the Corporation may reasonably require, pay or reimburse the Executive in accordance with the Corporation’s expense policies
for all travel and out-of-pocket expenses reasonably incurred or paid by the Executive in the performance of the Executive’s
duties and responsibilities.


 


5.2.          Automobile.
The Corporation will provide the Executive with an annual automobile allowance as set out in Schedule “A”, such automobile
allowance to be inclusive of all costs, including without limitation, the purchase or lease and maintenance of the Executive’s
automobile.


 




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		6.	Vacation



 


Executive will be entitled during
each Year of Employment during the Employment Period to accrue vacation time at the rate provided in Schedule
“A”. Vacation will be taken by the Executive at times reasonably acceptable to the Corporation having regard to
its operations and will be in accordance with the Corporation’s vacation policy.


 


		7.	Termination
                                         of Employment



 


7.1.          The
Corporation shall have the right to terminate the Executive’s employment with or without Just Cause, at any time and without
notice. The Executive shall have the right to resign for Good Reason by written notice of resignation delivered to the Board in
accordance with the definition of “Good Reason.” The Executive shall have the right to resign without Good Reason
by providing at least sixty (60) days written notice of the resignation delivered to the Corporation (provided that after Executive
has provided such notice to the Corporation, the Corporation may in its discretion shorten such notice period to a lesser duration
and in such case the Corporation would only have to provide Executive with the compensation and benefits that had been earned
as of the actual date of Executive’s termination of employment). If the Executive resigns without Good Reason, he will continue
to be paid until his 60-day notice period, or shorter period thereof, ends during the Employment Period. In light of the parties’
understanding and mutual agreement that it is essential that the Corporation have an orderly transition period in the event of
Executive’s resignation without Good Reason, in such event, the Executive agrees to provide any transitional services reasonably
requested by the Board during such notice period (at the Corporation’s sole cost and expense) and further agrees that the
Corporation shall be entitled to obtain equitable relief to the extent needed to require Executive’s specific performance
during the notice period, provided that the Corporation waives any right to seek contractual damages or other monetary remedies
that arise solely with respect to any resignation upon less than sixty (60) days written notice.


 


This Agreement and the Executive’s
employment hereunder will automatically terminate upon the Executive’s death, without any further obligations on the part
of the Corporation to the Executive or the Executive’s estate, other than accrued and unpaid Basic Salary and accrued and
unused vacation pay, and any other accrued benefit required to be paid by law, up to the date of the Executive’s death.


 


7.2.          Mitigation.
In the event of termination of the Executive’s employment and his execution and non-revocation of the Release and Waiver
that entitles him to severance, the Executive shall have no obligation to find employment.


 


7.3.          Resignation
as Officer or Director. Upon termination of employment, the Executive shall be deemed to automatically resign each position
that he then holds as an officer or director of the Corporation; provided that (and without limiting the foregoing), if requested
by the Corporation, the Executive shall contemporaneously deliver a written notice of resignation to the Board, unless requested
by the Board in writing to continue on in one of his positions with the Corporation.


 




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7.4.          Severance
Benefits For Qualifying Termination. If: (i) the Executive’s employment is terminated either: (A) by the Corporation
without Just Cause (other than due to Executive’s death or Disability), or (B) by the Executive for Good Reason (each a
“Qualifying Termination”); and (ii) the Executive satisfies the Release Requirement, then the Executive will
receive the following Severance Benefits:


 


7.4.1.          Either
(a) a lump sum cash payment equal to the Executive’s annual Basic Salary at the time of employment termination (without
giving effect to any reduction in Basic Salary that would give Executive the right to resign for Good Reason), less applicable
deductions and withholdings, to be paid by the Corporation on the first payroll period following the Effective Date of the Release
(the “Lump Sum Payment”); or (b) if the Corporation, in the good faith discretion of the Board, is unable to
make the Lump Sum Payment at the time of employment termination due to a lack of sufficient operating funds, an amount equal to
the Executive’s annual Basic Salary (without giving effect to any reduction in Basic Salary that would give Executive the
right to resign for Good Reason) to be paid in substantially equal installments on a monthly basis during the nine (9) month period
following the employment termination date (the “Monthly Installment Payments”); provided that, in each case,
any payments scheduled to be made prior to the Effective Date of the Release shall instead accrue and be paid in a single lump
sum during the first payroll period following the Effective Date of the Release. Notwithstanding the foregoing, the Corporation
may elect to make the Monthly Installment Payments in lieu of the Lump Sum Payment only if an exemption is available from application
of Section 409A of the Code with respect to such payments so that such payment schedule will not result in adverse tax consequences
to Executive under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
and other guidance thereunder and any state law of similar effect (collectively “Section 409A”).


 


7.4.2.          A
lump sum cash payment in an amount equal to the average of the Bonus Remuneration the Executive received from the Corporation
during the last three Years of Employment completed prior to the year of the employment termination, pro rated based on the number
of days the Executive worked during the year of the employment termination divided by 365 (the “Bonus Payment”).
The Bonus Payment, less applicable deductions and withholdings, will be paid on the first payroll period following the Effective
Date of the Release; and


 




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7.4.3.          If
the Corporation has not previously established a group health plan that Executive has commenced to participate in prior to Executive’s
termination, the Corporation shall continue to pay the Executive a monthly payment of U.S.$2,000.00 (before deduction for income
taxes and other required deductions), payable on the last Friday of each month, for a period of twelve (12) months following the
date of termination, provided that any payments scheduled to be made prior to the Effective Date of the Release shall instead
accrue and be paid during the first payroll period that follows the Effective Date of the Release. If the Corporation has previously
established a group health plan in which Executive participates prior to Executive’s termination and Executive timely elects
COBRA coverage following any Qualifying Termination, the Corporation will pay the Executive for the full amount of such COBRA
premiums for himself and his covered dependants (on a monthly basis) for a period of up to twelve (12) months following the date
of termination; provided, that, if and to the extent that
any benefit described in this Section 7.4.3 is not or cannot be paid or provided under any Corporation plan or program without
adverse tax consequences to the Corporation or for any other reason, as determined by the Corporation in its sole discretion,
then the Corporation shall pay the Executive a fully taxable cash payment equal to the COBRA premium for that month, subject to
applicable tax withholding premiums for a period of up to twelve (12) months following the date of termination; provided,
further, that the COBRA payments or, if applicable, the monthly payment discussed above, shall terminate on the earliest
to occur of (A) the close of the 12-month period following the termination of the Executive’s employment; (B) the expiration
of the Executive’s (or Executive’s dependents’) eligibility for continuation coverage under COBRA; and (C) the
date when the Executive becomes eligible for group health insurance coverage in connection with new employment or self-employment.
If the Executive becomes eligible for coverage under another employer’s group health plan or otherwise ceases to be eligible
for COBRA coverage during the period provided in this Section 7.4.3, Executive must immediately provide written notice to the
Corporation of such event, and the Corporation-provided COBRA payments, or if applicable, the monthly payments under this Section
7.4.3 shall immediately cease.


 


7.5.          Release
Requirement. Notwithstanding the foregoing, to be eligible for any of the Severance Benefits, on or within thirty (30) days
following the termination of employment, the Executive must satisfy the requirement (the “Release Requirement”)
to return to the Corporation a signed and dated general release of all known and unknown claims in a form acceptable to the Corporation
(the “Release and Waiver”) and allow that Release and Waiver to become effective in accordance with its terms
(such date, the “Effective Date of the Release”). No Severance Benefits will be paid hereunder prior to the
Effective Date of the Release. Accordingly, if the Executive breaches the preceding sentence and/or refuses to sign and deliver
to the Corporation an executed Release and Waiver or signs and delivers to the Corporation the Release and Waiver but exercises
his right, if any, under applicable law to revoke the Release and Waiver (or any portion thereof), then the Executive will not
be entitled to any bonus, severance, or payment under this Agreement.


 


		8.	IRS
                                         Code Section 409A



 


Notwithstanding anything to the contrary
herein, the following provisions apply to the extent benefits provided herein are subject to Section 409A. Severance Benefits
shall not commence until the Executive has a “separation from service” for purposes of Section 409A. Each installment
of Severance Benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the Severance
Benefits are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections
1.409A-1(b)(4), and 1.409A-1(b)(9). However, if such exemptions are
not available and the Executive is, upon separation from service, a “specified employee” for purposes of Section 409A,
then, solely to the extent necessary to avoid adverse personal tax consequences to the Executive under Section 409A, the timing
of the Severance Benefits payments shall be delayed until the earlier of (i) six (6) months and one day after the separation from
service, or (ii) the date of the Executive’s death. If the Corporation determines that any Severance Benefits provided under
this Agreement constitutes “deferred compensation” under Section 409A, for purposes of determining the schedule for
payment of the Severance Benefits the Effective Date of the Release will not be deemed to have occurred any earlier than the sixtieth
(60th) date following the Separation From Service, regardless of when the Release actually becomes effective. The Severance
Benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent
necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.


 




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		9.	Parachute
                                         Payment



 


If any payment or benefit the Executive
would receive pursuant to this Agreement (“Payment”) would (i) constitute a “Parachute Payment”
within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section
4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced
Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being
subject to the Excise Tax or (y) the largest portion of the Payment, which such amount, after taking into account all applicable
federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate),
results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all
or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting Parachute
Payments is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of
cash payments; reduction of employee benefits. The accounting firm then engaged by the Corporation for general audit purposes
shall perform the foregoing calculations. The Corporation shall bear all expenses with respect to the determinations by such accounting
firm required to be made hereunder. Any good faith determinations of the accounting firm made hereunder shall be final, binding
and conclusive upon the Executive and the Corporation.


 


		10.	No
                                         Conflicting Obligations



 


		10.1.	The Executive
                                         warrants to the Corporation that:



 


		10.1.1.	the performance
                                         of the Executive’s duties as an employee of the Corporation will not breach any
                                         agreement or other obligation to keep confidential the proprietary information of any
                                         third party; and



 


		10.1.2.	the Executive
                                         is not bound by any agreement with or obligation to any third party that conflicts with
                                         the Executive’s obligations as an employee of the Corporation or that may affect
                                         the Corporation’s interest in the Inventions (as defined in the Employee Proprietary
                                         Information and Inventions Agreement attached hereto as Schedule “B”).



 


		10.2.	The Executive
                                         will not, in the performance of the Executive’s duties as an employee of the Corporation:



 


		10.2.1.	improperly
                                         bring to the Corporation or use any trade secrets, confidential information or other
                                         proprietary information of any third party; or



 




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		10.2.2.	knowingly infringe
                                         the intellectual property rights of any third party.



 


		11.	Proprietary
                                         Information and Assignment of Inventions Agreement



 


Concurrently herewith, the Executive shall
execute and deliver to the Corporation (and comply with) an Employee Proprietary Information and Inventions Agreement (“PIA”)
in the form attached hereto as Schedule “B.”


 


		12.	Notices



 


Any notice or other communication required
or permitted to be given hereunder must be in writing, and must be given by facsimile or other means of electronic communication
or by hand-delivery as hereinafter provided, except that any notice of termination by the Corporation under Section 7 above must
be hand-delivered or given by registered mail. Any notice or other communication, if mailed by registered mail, will be deemed
to have been received on the day that mail is delivered by the post office, or if sent by facsimile, will be deemed to have been
received on the Business Day following the confirmed sending, or if delivered by hand to the Executive will be deemed to have
been received at the time it is delivered to the Executive or, if delivered to the Executive or the Corporation at the applicable
address noted in Schedule “A”, when it is delivered either to the individual designated in Schedule “A”
or to an individual at that address having apparent authority to accept deliveries on behalf of the addressee. Notice of change
of address will also be governed by this section. Notices and other communications must be addressed as set out in Schedule “A”.


 


		13.	Headings



 


The inclusion of headings in this Agreement
is for convenience of reference only and is not to affect construction or interpretation.


 


		14.	Invalidity
                                         of Provisions



 


Each of the provisions contained in this
Agreement is distinct and severable and a declaration of invalidity or unenforceability of any provision by a court of competent
jurisdiction will not affect the validity or enforceability of any other provision.


 


		15.	Entire
                                         Agreement



 


This Agreement and the attached Schedules
“A” and “B” constitute the entire agreement between the parties pertaining to the subject matter of this
Agreement. This Agreement supersedes and replaces all prior agreements, if any, written or oral, with respect to the Executive’s
employment by the Corporation. There are no warranties, representations or agreements between the parties in connection with the
subject matter of this Agreement except as specifically set forth or referred to in this Agreement. No reliance is placed on any
representation, opinion, advice or assertion of fact made by the Corporation, or its directors, officers and agents (for each
of whom the Corporation contracts as trustee) to the Executive, except to the extent that the same has been reduced to writing
and included as a term of this Agreement. Accordingly, there will be no liability, either in tort or in contract, assessed in
relation to any representation, opinion, advice or assertion of fact, except to the extent aforesaid.


 



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		16.	Waiver,
                                         Amendment



 


Except as expressly provided in this Agreement,
no amendment or waiver of this Agreement will be binding unless executed in writing by the Corporation and the Executive. No waiver
of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this
Agreement constitute a continuing waiver unless otherwise expressly provided.


 


		17.	Binding
                                         Effect: Assignment



 


This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective successors and permitted assigns. The Executive may not assign
his rights or delegate his obligations under this Agreement, and any attempt at an assignment or delegation shall be void and
of no effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
executors, successors and permitted assigns.


 


		18.	Affiliates



 


To the extent that the Executive performs
services for Affiliates of the Corporation, his obligations hereunder with respect to the Corporation also shall be deemed to
include such Affiliates.


 


		19.	Governing
                                         Law



 


This Agreement and the Executive’s
employment hereunder will be governed by and construed in accordance with the laws of the State of California.


 


		20.	Arbitration



 


20.1.          All
disputes, controversies or differences between the parties hereto which are not settled by common accord shall be conclusively
settled by arbitration before one arbitrator in San Diego, California, in accordance only with the then-current American Arbitration
Association Employment Rules, and judgment and the award rendered by the arbitrator may be entered in any court or tribunal of
competent jurisdiction. In any arbitration proceeding conducted pursuant to this section, both parties shall have the right to
discovery, to call witnesses and to cross-examine the other party’s witnesses (either through legal counsel, expert witnesses,
or both). All decisions of the arbitrator shall be final, conclusive and binding upon the parties. The arbitrator shall issue
a written decision, including the essential findings and conclusions on which the award is based, and all decisions of the arbitrator
shall not be subject to judicial review.


 



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20.2.          The
Corporation shall bear the fees and costs of the arbitrator and the arbitration specific costs and each party shall bear their
own costs and expenses (including attorneys’ fees and expenses) incurred in connection with the arbitration; provided, in
the event of such arbitration or any litigation between the Executive and the Corporation in aid of arbitration or to enforce
an award or in respect of a matter that is not subject to arbitration pursuant to this Agreement, the prevailing party shall be
entitled to attorneys’ fees and costs pursuant to applicable law and, if a party to this Agreement hereafter pursues any
dispute by any method other than as set forth herein, the responding party shall be entitled to recover from the initiating party
all damages, costs, expenses and attorneys’ fees incurred as a result of defending such action.


 


20.3.          The
agreement to arbitrate provided by this section specifically includes, but is not limited to: any claims arising out of or relating
to the Executive’s employment with the Corporation or the terms and conditions or the termination thereof; any claims arising
out of or relating to this Agreement or any other agreement to which the Executive and the Corporation are parties and that arises
out of or relates in any way to the Executive’s employment with the Corporation or the terms and conditions or the termination
thereof; any claim that this Agreement or any such other agreement is invalid, unenforceable, void, voidable or is or may be rescinded,
revoked or terminated and any claim arising out of or relating in any way to any action or omission of any kind whatsoever in
the course of or connected in any way with any relations between the Corporation and the Executive, including, by way of example
and not limitation, the following types of claims: wage or overtime claims, wrongful or constructive discharge claims, discrimination
claims (including sex, age, race, religion, national origin), harassment claims of any kind and claims for denial of benefits.
BY AGREEING TO ARBITRATION HEREUNDER, BOTH THE EXECUTIVE AND THE CORPORATION UNDERSTAND THEY ARE AGREEING TO HAVE ANY DISPUTE
RELATING TO THIS AGREEMENT OR THE BREACH OR TERMINATION THEREOF DECIDED BY A NEUTRAL ARBITRATOR AND AS TO THOSE DISPUTES DECIDED
BY THE NEUTRAL ARBITRATOR, THE EXECUTIVE AND THE CORPORATION ARE GIVING UP THEIR RIGHT TO A JURY OR COURT TRIAL.


 


20.4.          Notwithstanding
the foregoing provisions of this section, either the Executive or the Corporation, in a court of competent jurisdiction, may seek
to obtain preliminary injunctive and/or other equitable relief in support of claims to be prosecuted in an arbitration to the
extent allowed by the California Arbitration Act by filing an action in court in accordance with California Code of Civil Procedure
Section 1281.8.


 


		21.	Counterparts



 


This Agreement may be signed in counterparts.
Each counterpart will constitute an original document and all counterparts, taken together, will constitute one and the same instrument.
Executed counterparts may be delivered by telecopier or other electronic delivery.


 


		22.	Acknowledgement



 


The Executive acknowledges that:


 


		(i)	the Executive has
                                         received a copy of this Agreement;



 




    	-12-



    	 



    

 


		(ii)	the Executive
                                         has had sufficient time to review and consider this Agreement thoroughly;



 


		(iii)	the Executive
                                         has read and understands the terms of this Agreement and the Executive’s obligations
                                         under this Agreement;



 


		(iv)	the Executive
                                         has been given an opportunity to obtain independent legal advice, or other advice as
                                         the Executive may desire, concerning the interpretation and effect of this Agreement,
                                         and by signing this Agreement the Executive has either obtained advice or voluntarily
                                         waived the Executive’s opportunity to receive same; and



 


		(v)	this Agreement
                                         is entered into voluntarily by the Executive.



 


[Remainder of page
intentionally left blank. Signature page follows.]


 




    	-13-



    	 



    

 


IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED
THIS AGREEMENT UNDER THEIR RESPECTIVE SEALS.


 


	 	 	 	LORUS THERAPEUTICS INC.	 
	 	 	 	 	 	 
	Date:	Oct. 25, 2013	 	By:	/s/ Jim A. Wright	c/s
	 	 	 	 	 	 
	 	 	 	Name: 	Jim A. Wright	 
	 	 	 	 	 	 
	 	 	 	Title:	Chairman of the Board of Directors	 
	 	 	 	 	 	 
	I agree and accept employment on these terms.	 	 	 	 
	 	 	 	 	 	 
	WITNESS:	)	 	 	 
	 	)	 	 	 
	 	 	)	 	 	 
	/s/ Aiding
    H Young	)	 	/s/ William G. Rice	l/s
	Signature of Witness	)	 	DR. WILLIAM G. RICE	 
	 	 	)	 	 	 
	 	 	)	 	 	 
	Aiding H Young	)	 	 	 
	Witness Name (Please Print)	)	 	 	 


 




    	-14-



    	 



    

 


SCHEDULE “A”


 


EXECUTIVE EMPLOYMENT
AGREEMENT


 


This schedule is attached to and forms
an essential part of the executive employment agreement (the “Agreement”) between Lorus Therapeutics Inc. (the
“Corporation”) and Dr. William G. Rice (the “Executive”).


 


		1.	In accordance with
                                         Section 2 of the Agreement, the Executive’s employment with the Corporation will
                                         commence on October 25, 2013 (the “Effective Date”).



 


		2.	In accordance with
                                         Section 2 of the Agreement, the office to be held by the Executive in the Corporation
                                         will be Chair and Chief Executive Officer. The Corporation may, at any time, and subject
                                         to the Executive’s rights under the Agreement, assign the Executive to perform
                                         other functions (with the Corporation and/or any of its Affiliates) that are consistent
                                         with the Executive’s skill and experience and the position of Chair and Chief Executive
                                         Officer.



 


		3.	In accordance with
                                         Section 3.1 of the Agreement, the undersigned has agreed to perform the duties of the
                                         office of Chair and Chief Executive Officer in accordance with paragraph 2 of this Schedule
                                         “A” and as set out in the job description attached as Appendix 1 to this
                                         Schedule “A”, as amended from time to time by the Corporation with the prior
                                         written consent of the Executive.



 


		4.	In accordance with
                                         Section 4.1 of the Agreement, the Executive will be entitled to a Basic Salary of U.S.
                                         $380,000.00 per year (before deduction for income taxes and other required deductions),
                                         which Basic Salary will be increased to U.S. $480,000.00 per year effective as of the
                                         closing of the PIPE (as defined in the Agreement). Thereafter, the Corporation will review
                                         the Executive’s Basic Salary annually, with a view to considering increases which
                                         the Board, upon advice of the Compensation Committee, deems to be appropriate and in
                                         the best interests of the Corporation.



 


		5.	In accordance with
                                         Section 4.2 of the Agreement, the Executive will be entitled to a monthly payment of
                                         U.S. $2,000.00 (before deduction for income taxes and other required deductions), payable
                                         on the last Friday of each month, until such time that the Corporation adopts and establishes
                                         a group health care coverage plan and the Executive commences participation in such plan.



 


		6.	In accordance with
                                         Section 4.3 of the Agreement, the Corporation shall contribute an amount equal to 3%
                                         of the Executive’s Basic Salary annually to the Executive’s Deferred Compensation
                                         Plan account, with such contributions made on a pre-ordinary income tax basis and in
                                         manner that complies with the requirements of Section 409A of the U.S. Internal Revenue
                                         Code.



 




    	 



    	 



    

 


		7.	In accordance with
                                         and subject to Section 4.4 of the Agreement and any management incentive compensation
                                         plan, the Executive shall be entitled to receive annual Bonus Remuneration of up to 45%
                                         of his then current Basic Salary (as determined as of the last day of the applicable
                                         performance period for which the Bonus Remuneration was earned); provided that upon the
                                         closing of the PIPE, the Compensation Committee of the Corporation will evaluate in good
                                         faith the Executive’s eligibility for an immediate payment of a pro rata portion
                                         of the Bonus Remuneration for the applicable performance period. Any Bonus Remuneration
                                         will be paid to the Executive no later than the later of: (i) the fifteenth (15th)
                                         day of the third (3rd) month following the close of the Corporation’s fiscal year
                                         in which such Bonus Remuneration is earned or (ii) March 15 following the calendar year
                                         in which such Bonus Remuneration is earned.



 


		8.	In accordance with
                                         Section 5.2 of the Agreement, the Executive will be provided with an annual automobile
                                         allowance of U.S. $14,400.00 (before deduction for income taxes and other required deductions)
                                         payable in equal monthly installments on the last Friday of each month.



 


		9.	In accordance with
                                         Section 6, the Executive will accrue twenty-five (25) days of paid vacation annually,
                                         to be adjusted to reflect periods of employment of less than a full calendar year (which,
                                         if not fully used, may be carried over from year to year, up to a reasonable cap as set
                                         forth by the Corporation).



 


		10.	In accordance with
                                         Section 12, any notice or communication to be given or made must be addressed as follows:



 


if to the Executive


Attention: Dr. William G. Rice


13601 Nogales Drive


Del Mar, CA 92014


 


if to the Corporation:


Lorus Therapeutics Inc.


2 Meridien Road


Toronto, ON


Attention: Lead Independent Director


 


with copies to:


 


McCarthy Tétrault LLP


Suite 4700, Toronto Dominion Bank
Tower


Toronto-Dominion Centre


Toronto, Ontario


M5K 1E6


	Attention:	Trevor Lawson
	Tel:	(416) 601-8227
	Facsimile:	(416) 868-0673
	Email:	tlawson@mccarthy.ca


 




    	 



    	 



    

 


APPENDIX 1


 


Job Description


 


Dr. William G. Rice


 


Dr. William G. Rice
(“Rice”) will be the Chair and Chief Executive Officer of the Corporation.


 


As Chair and Chief Executive
Officer, Rice will provide leadership, strategic vision, direction and effective operational execution within budget to the Corporation
and its executives and employees.


 


Rice will be responsible
for developing, implementing, executing and achieving the Corporation’s strategic plans and for ensuring that the Corporation’s
strategic plans and objectives are effectively communicated, both internally to the board of directors, executives and employees,
and externally to the bio-technology and investment communities, including shareholders and potential investors. Rice will also
be responsible for securing strategic alliances with other credible bio-technology and pharmaceutical companies, for raising financing
as required and for ensuring that the Corporation is able to attract, motivate and retain superior executives and employees.


 


Rice will report to
the Board of Directors of the Corporation and will be a member of the Board of Directors of the Corporation.


 


In
addition to the foregoing, Rice shall have such further responsibilities consistent with the position of Chair and Chief Executive
Officer as shall be assigned to Rice by the Board of Directors of the Corporation from time to time.


 




    	 



    	 



    

 


SCHEDULE “B”


 


EMPLOYEE PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT


 


I understand that as part of my employment
(“Employment”) by Lorus Therapeutics Inc. (the “Company”), whether pursuant to that certain
Executive Employment Agreement of even date herewith (the “Employment Agreement”) or otherwise, I am or may
be expected to make new contributions and discoveries of value to the Company. I further understand that my Employment creates
in me a duty of trust and confidentiality to the Company with respect to any information (1) related, applicable or useful to
the business of the Company, including the Company’s anticipated research and development assigned to me by the Company;
or (2) resulting from the use of equipment, supplies or facilities owned, leased or contracted for by the Company; or (3) related,
applicable or useful to the business of any client of the Company, which may be made known to me by the Company or by any client
of the Company, or learned by me during the period of my Employment.


 


As part of the consideration for my Employment
and the compensation received by me from the Company (including bonuses and benefits) from time to time, I hereby agree as follows:


 


1.          All
Proprietary Information (as defined on Annex 1 hereto) and Inventions (as defined on Annex 1 hereto) shall be the
sole property of the Company and its assigns, and the Company and its assigns shall be the sole owner of all patents, trademarks,
service marks and copyrights and other rights (collectively referred to herein as “Rights”) pertaining to Proprietary
Information and Inventions. I hereby assign to the Company any rights I may have or acquire in Proprietary Information or Inventions
or Rights pertaining to the Proprietary Information or Inventions. I further agree as to all Proprietary Information or Inventions
to assist the Company or any person designed by it in every proper way (but at the Company’s expense) to obtain and from
time to time enforce Rights relating to said Proprietary Information or Inventions in any and all countries. I will execute all
documents for use in applying for, obtaining and enforcing such Rights on such Proprietary Information or Inventions as thereof
to the Company or persons designated by it. My obligation to assist the Company or any person designated by it in obtaining and
enforcing Rights relating to Proprietary Information or Inventions shall continue beyond the cessation of my Employment (“Cessation
of my Employment”), but the Company shall compensate me at a reasonable rate after the Cessation of my Employment for
time actually spent by me upon the Company’s request for such assistance. In the event the Company is unable, after reasonable
effort, to secure my signature on any document or documents needed to apply for or enforce any Right relating to Proprietary Information
or to an Invention, whether because of my physical or mental incapacity or for any other reason whatsoever, I hereby irrevocably
designate and appoint the Company and its duly authorized officers and agents as my agents and attomeys-in-fact to act for and
in my behalf and stead in the execution and filing of any such application and in furthering the application for an enforcement
of Rights with the same legal force and effect as if such acts were performed by me. I hereby acknowledge that all original works
of authorship which are made by me (solely or jointly with others) within the scope of my Employment and which are protectable
by copyright are “works for hire” as that term is defined in the United States Copyright Act (17 USCA, Section 101).


 




    	 



    	 



    

 


2.          I
will promptly disclose to the Company, and the Company hereby agrees to receive such disclosures in confidence, all discoveries,
developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, negative know-how
and data, whether or not patentable or registrable under patent, copyright or similar statutes or reduced to practice, made or
conceived or reduced to practice or learned by me, either alone or jointly with others during the period of my Employment, for
the purpose of permitting the Company to determine whether they constitute Inventions. In order to facilitate the complete and
accurate disclosures described above, I agree to maintain complete written records of all Inventions, and of all work, study and
investigation related thereto done by me during my Employment, which records shall be the property of the Company.


 


3.          At
all times, both during my Employment and after the Cessation of my Employment, whether the cessation is voluntary or involuntary,
for any reason or no reason, or by disability, I will keep in strictest confidence and trust all Proprietary Information, and
I will not disclose, use, or induce or assist in the use or disclosure of any Proprietary Information or Rights pertaining to
Proprietary Information, or anything related thereto, without the prior express written consent of the Company, except as may
be necessary in the ordinary course of performing my duties as an employee of the Company. I recognize that the Company has received
and in the future will receive from third parties their confidential or proprietary information subject to a duty of the Company’s
part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree that I owe the
Company and such third parties, during my Employment and thereafter, a duty to hold all such confidential or proprietary information
in the strictest confidence, and I will not disclose, use, or induce or assist in the use or disclosure of any such confidential
or proprietary information without the prior express written consent of the Company, except as may be necessary in the ordinary
course of performing my duties as an employee of the Company consistent with the Company’s agreement with such third party.


 


4.          I
acknowledge that during my Employment with the Company, I have a fiduciary duty and/or duty of loyalty to the Company. During
the period of my Employment, I will not, unless provided for in my Employment Agreement or with the Company’s express written
consent: (a) directly or indirectly engage in any activity which is in competition with the Company, (b) alone or in concert with
others, in any way use or disclose Proprietary Information in order to solicit, entice or in any way divert any client to do business
with any business entity in competition with the Company, or (c) make any copies of Proprietary Information without the express
written authorization of the Company, unless such copies are necessary in the ordinary course of performing my duties as an employee
of the Company. Additionally, I agree that during my Employment with the Company and for one (1) year thereafter, I will not either
directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of the Company to terminate
his, her or its relationship with the Company in order to become an employee, consultant, or independent contractor to or for
any other person or entity.


 


5.          In
the event of the Cessation of my Employment, I will deliver to the Company all devices, records, sketches, reports, proposals,
client information, lists, correspondence, equipment, software, documents, photographs, photostats, negatives, undeveloped film,
notes, drawings, specifications, tape recordings or other electronic recordings, programs, data and other materials or property
of any nature belonging to the Company or pertaining to my work with the Company, and I will not take with me, or allow a third
party to take, any of the foregoing or any reproduction of any of the foregoing.


 



    	 



    	 



    

 


6.          Any
provision in this Agreement requiring me to assign my rights in any invention shall not apply to an invention that qualifies fully
under the provisions of Section 2870 of the California Labor Code, the terms of which have been set forth on Annex 1 to
this Agreement. I understand that I bear the full burden of proving to the Company that an invention qualifies fully under Section
2870. By signing this Agreement, I acknowledge receipt of a copy of this Agreement and of written notification of the provisions
of Section 2870. Notwithstanding the foregoing, I also assign to the Company (or as directed by it) any rights I may have or acquire
in any Invention, full title to which is required to be in the United States by a contract between the Company and the United
States or any of its agencies.


 


7.          As
a matter of record I have listed in Item 1 of Annex 2 attached hereto all inventions or improvements relevant to the
subject matter of my Employment which have been made or conceived of or first reduced to practice by me alone or jointly with
others prior to my Employment. I represent and warrant that such list is complete. I further represent and warrant that, in
due consideration for my Employment and the compensation received by me from the Company, and in return for the Company
reimbursing me for the fees associated with the patent application described under Annex 2, I hereby voluntarily agree
to sell, convey, assign and transfer unto the Company, its successors, assigns and legal representatives, the full and
exclusive right, title and interest in and to the patent application described under Annex 2, for which I am the sole
inventor, and all related U.S. and foreign patent applications and patents. I hereby covenant that I have the full right to
convey the patent application and all related U.S. and foreign patent applications and patents, and that I have not executed
and will not execute any agreement in conflict herewith. I hereby agree and acknowledge that California Labor Code Section
2870 does not apply to my voluntary assignment of the patent application described under Annex 2.


 


8.          I
represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach
any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my Employment with
the Company. I have not entered into, and I agree that I will not enter into, any agreement, either written or oral, in conflict
herewith.


 


9.          I
represent and warrant to and covenant with the Company that I will not bring to the Company, as of this date, any materials or
documents of a former employer (which term, for purposes of this paragraph 9, shall also include persons, firms, corporations
and other entities for which I have acted as an independent contractor or consultant) that are not generally available to the
public, unless I have obtained written authorization from any such former employer for their possession and use. The materials
or documents of a former employer that are not generally available to the public that I will bring to the Company for use in my
Employment are identified in Item 2 of Annex 2 attached hereto, and as to each such item, I represent and warrant that
I have obtained prior to the commencement date of my Employment express written authorization for their possession and use in
my service to the Company. I also understand that, in my service to the Company, I am not to breach any obligation of confidentiality
that I have to former employers, and I agree to fulfill all such obligations during my Employment.


 



    	 



    	 



    

 


10.          I
acknowledge that irreparable injury will result to the Company from my violation or continued violation of the terms of this Agreement,
and I expressly agree that the Company shall be entitled, in addition to damages and any other remedies provided by law, to an
injunction or other equitable remedy respecting such violation or continued violation by me.


 


11.         The
terms and conditions of this Agreement shall apply to any period, if any, during which I perform services for the Company as a
consultant or independent contractor, as well as any time during which I am employed directly by the Company. Upon the Cessation
of my Employment, I agree to sign and deliver the “Termination Certificate” attached hereto as Annex 3.
My failure to sign such Termination Certificate, however, shall not affect my obligations under the Agreement.


 


12.         Nothing
in this Agreement shall obligate the Company to continue to retain me as an employee. I understand that this means that the Company
has and will continue to have the absolute and unconditional right to terminate my Employment for any reason or no reason, with
or without cause or prior notice, provided that such termination shall not relieve the Company of any obligations it may have
to make payments to me pursuant to the Employment Agreement.


 


13.         I
acknowledge that I have carefully read this Agreement, know its contents, and either have been represented by independent counsel
who has explained to me the legal consequences of this Agreement or have determined not to obtain such independent counsel after
being advised by the Company to obtain such independent counsel.


 


	 	Executed this 25th day of October, 2013.	 
	 	 	 	 
	 	LORUS THERAPEUTICS INC.	 
	 	 	 	 
	 	By:	/s/
    Jim  A. Wright	 
	 	Name: 	JIM  A.
    WRIGHT	 
	 	Title	Chairman
    of the Board	 


 


	 	/s/ William G. Rice	 
	 	DR.
    WILLIAM G. RICE, an individual 	 


 




    	 



    	 



    

 


Annex 1 to Schedule
“B”


 


“PROPRIETARY
INFORMATION” DEFINED:


 


For purposes of this Agreement, “Proprietary
Information” shall mean information not generally available to the public that has been created, discovered,
developed, or otherwise become known to the Company or in which property rights have been assigned or otherwise conveyed to the
Company, which information has material economic value or potential material economic value to the business in which the Company
is or will be engaged. Proprietary Information shall include, but not be limited to (i) trade secrets, processes, formulas, data,
know-how, negative know-how, improvements, discoveries, developments, designs, inventions, techniques, all technical data, proposals,
reports, and client information compiled by the Company, and any modifications or enhancements thereto, software, programs, and
information (whether or not necessarily in writing) which has actual or potential economic value to the Company, (ii) all loan
prospects and applications in process or pipeline that are generated or produced at any time during the term of this Agreement,
and (iii) the operating, investment, pricing or similar or other policies, procedures, practices or systems of the Company.


 


“INVENTIONS”
DEFINED:


 


For purposes of this Agreement, “Inventions”
shall mean all discoveries, developments, designs, improvements, inventions, formulas, software, programs, processes,
techniques, know-how, negative know-how, and data, whether or not patentable or registrable under patent, copyright or similar
statutes, that are related to or useful in the business or future business of the Company or result from use of premises or other
property owned, leased or contracted for by the Company. Without limiting the generality of the foregoing, Inventions shall also
include anything that derives actual or potential economic value from not being generally known to the public, or to other persons
who can obtain economic value from its disclosure or use, in each case that are related to or useful in the business or future
business of the Company.


 


CALIFORNIA LABOR CODE
SECTION 2870:


 


(a)  Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own
time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:


 


(1)  Relate
at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably
anticipated research or development of the employer.


 


(2)  Result
from any work performed by the employee for the employer.


 




    	 



    	 



    

 


(b)  To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.


 




    	 



    	 



    

 


Annex 2 to
Schedule “B”


 


ITEM 1:


 


The following is a complete list of all inventions
or improvements relevant to the subject matter of my employment with the Company that have been made or conceived of or first
reduced to practice by me alone or jointly with others prior to my employment with the Company:


 


LOR-2 53 AND OTHER THERAPEUTIC AGENTS FOR
TREATMENT


 


		•	Filed: October 4, 2013






		•	Inventor: Dr. William G. Rice






		•	Title: Selection and Treatment of Patients with Acute Myeloid
                                         Leukemias Having Aberrant Expression of the CDX2 Gene and Suppression of the KLF4 Gene
                                         with LOR-253 or Other Therapeutic Agents that Induce KLF4 Expression



 


ITEM 2:


 


The following is a complete list of all materials
and documents of a former employer that are not generally available to the public that I will bring or have brought to the Company
or have used or will use in my employment:


 


N/A


 


Exhibit A


 




    	 



    	 



    

 


Annex 3 to Schedule
“B”


 


EMPLOYEE
PROPRIETARY INFORMATION


AND
INVENTIONS AGREEMENT


TERMINATION
CERTIFICATION


 


I hereby certify as follows:


 


1.          When
I signed the attached Employee Proprietary Information and Inventions Agreement (the “Agreement”),
I read and understood the terms of the Agreement.


 


2.          I
hereby acknowledge that I have fully complied with the terms of the Agreement, including, without limitation, the disclosure and
assignment to Lorus Therapeutics Inc., its subsidiaries and affiliates (the “Company”)
of any Inventions covered by that Agreement, and the return of any documents and other materials of any nature pertaining
to my employment with the Company.


 


3.          I
hereby acknowledge and agree to comply with my continuing obligations under the Agreement, including, without limitation, my obligation
not to use for personal benefit or disclose to others any Proprietary Information of the Company.


 


4.          I
understand and acknowledge that should I fail to comply with my obligations under the Agreement, the Company shall have the right
to obtain an injunction against me, including, without limitation, an injunction prohibiting me from disclosing Proprietary Information
to a third party.


 


Dated:
25 Qct 2013


 


	 	/s/ William G. Rice
	 	Signature of Employee
	 	 
	 	William G. Rice, Ph. D.
	 	Print Name