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Exhibit 10.6 NIAID BIOLOGICAL MATERIALS TRANSFER AGREEMENT This Agreementis entered into by the National Institute of Allergy and Infectious Diseases
(NIAID), an institute of the National Institutes of Health (NIH), which is part of the U.S.
Public Health Service (PHS) and the Department of Health and Human Services (DHHS), an agency
of the U.S. Government, having an address at 6610 Rockledge Drive, Room 4071, Bethesda, Maryland
20892, U.S.A. and GeneMax Pharmaceuticals Inc. (Recipient), a corporation of Delaware, having an
office at 400  1681 Chestnut Street, Vancouver BC V6J 4M6, Canada.  1.
    Definitions:  a.
    Materialsmeans the following biological
materials: Modified Vaccinia Ankara (MVA) virus
572.FHE-22.02.1974, as described in Mayr et al., Passage
history, properties and applicability of the attenuated
vaccinia virus strain MVA, Infection3:6-14 (1975) and which
was plaque purified by Dr. Bernard Moss of the NIAID.b.
    Commercial Productsmeans a Modified Vaccinia
Ankara (MVA) Vaccine, which includes Materialsor its
derivatives.  2.
    Recipientwishes to use the Materialsprovided under this Agreementin its internal
commercial research, product development and marketing of Commercial Products. Recipient
represents that it has the facilities, personnel, and expertise to use the Materialsfor
such commercial purposes and agrees to expend reasonable efforts and resources to develop
Commercial Productsin a timely manner using theMaterials.3.
    NIAIDhereby grants to Recipientworldwide, non-exclusive rights to make, have
made, and use the Materials and to make and have made, to use and have used, to sell
and have sold, and to offer to sell Commercial Products in the Field of Use of
Smallpox Vaccines.4.
    To the extent permitted by law, Recipientagrees to treat in confidence, for a period
of three (3) years from the date of its disclosure, any of NIAIDswritten information
about the Materialsthat is stamped CONFIDENTIAL,except for information that was
previously known to Recipient or that is or becomes publicly available or which is
disclosed to Recipientwithout a confidentiality obligation. Any oral disclosures from
NIAIDto Recipient shall be identified as being CONFIDENTIALby notice delivered to
Recipientwithin ten (10) days after the date of the oral disclosure. Recipientmay publish
or otherwise publicly disclose the results of its research activities with the Materials,
but if NIAIDhas given CONFIDENTIALinformation to Recipient such public disclosure may be
made only after NIAIDhas had thirty (30) days to review the proposed disclosure to
determine if it includes any CONFIDENTIALinformation, except when a shortened time period
under court order pertains.5.
    Recipientagrees to provide a written report to NIAIDwithin sixty (60) days after the
end of each calendar year during the term of this Agreement. This report shall document the
progress made towards producing a smallpox vaccine and list all activities and results
obtained using the Materialsduring the preceding calendar year. Recipientshall submit
these reports to NIAIDat the Mailing Address for Notices indicated on the Signature Page
of this Agreement.6.
    Recipientagrees to provide, at no charge, the laboratory of Dr. Bernard Moss at NIAID
reasonable quantities of Materials and Commercial Productsthat Recipientmakes, uses,
sells, or offers for sale or otherwise makes available for public use under terms no more
restrictive than those of the NIH Simple Letter Agreement (Federal Register [64 FR 72090]
p. 72094).7.
    Recipientagrees to retain control over the Materials, and not to distribute them to
third parties without the prior written consent of NIAIDa) except as permitted in
Paragraph 3 and b) except that Recipientmay transfer the Materialsto its contractor for
the sole purpose of developing Licensed Productsor Licensed Processes. In the case of b)
above, Recipient agrees to notify the NIAIDin writing and to ensure that the Model 020924 Page 1 of 3 [Final] GeneMax Corporation-NIAID 10-09-2003




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agreement between Companyand the contractor will be consistent with the Companysobligations
under this Agreement.8.
    Recipientagrees that this Agreementdoes not preclude NIAIDfrom distributing the Materials
to third parties for research or commercial purposes.9.
    By this Agreement, NIAIDgrants no patent rights expressly or by implication to any
anticipated or pending NIAIDpatent applications or issued patents.10.
    NO WARRANTIES, EXPRESS OR IMPLIED, ARE OFFERED AS TO THE MERCHANTABILITY OR FITNESS FOR ANY
PURPOSE OF THE MATERIALSPROVIDED TO RECIPIENTUNDER THIS AGREEMENT,OR THAT THE MATERIALSOR
COMMERCIAL PRODUCTSMAY BE EXPLOITED WITHOUT INFRINGING THE PATENT RIGHTS OF ANY THIRD
PARTIES. Recipientaccepts transfer of the Materialsas is, and NIAIDdoes not offer any
guarantee of any kind.11.
    Recipientagrees to indemnify and hold harmless the United States Government from any claims,
costs, damages, or losses that may arise from or through Recipientsuse of the Materials or
Commercial Products. Recipientfurther agrees that it will not by its action bring the United
States Government into any lawsuit involving the Materials or Commercial Products.12.
    Recipientagrees in its use of Materialsto comply with all applicable statutes, regulations,
and guidelines, including PHSand DHHSregulations and guidelines. Recipientagrees not to use
the Materials orthe Commercial Productsfor research involving human subjects or clinical
trials in the United States without complying with 21 C.F.R. Part 50 and 45 C.F.R. Part 46.
Recipientagrees not to use the Materials or Commercial Productsfor research involving hitman
subjects or clinical trials outside of the United States without notifying NIAID,in writing,
of such research or trials and complying with the applicable regulations of the appropriate
national control authorities. Written notification to NIAID of research involving human
subjects or clinical trials outside of the United States shall be given no later than sixty
(60) days prior to commencement of such research or trials.13.
    Recipientmay terminate this Agreementupon sixty (60) days written notice to NIAID.14.
    NIAIDmay terminate this Agreement if Recipientis in default in the performance of any
material obligation under this Agreement,and if the default has not been remedied within
ninety (90) days after the date of written notice by NIAIDof such default.15.
    Upon termination of this Agreement, Recipientagrees to return all Materials andCommercial
Products toNIAID,or provide NIAIDwith certification of their destruction.16.
    Within ninety (90) days of termination of this Agreement, Recipientagrees to submit a final
report to NIAIDthat specifies all activities and results
related to use ofMaterials andCommercial Productsby Recipient.17.
    This Agreementshall be construed in accordance with U.S. Federal law, as interpreted and
applied by the U.S. Federal courts in the District of Columbia. Federal law and regulations
will preempt any conflicting or inconsistent provisions in this Agreement. Recipientagrees to
be subject to the jurisdiction of U.S. courts.18.
    This Agreementconstitutes the entire understanding of NIAID and Recipientand supersedes all
prior agreements and understandings with respect to the Materials.19.
    This Agreementshall become effective on the date when the last party has signed this
Agreement.20.
    The provisions of this Agreementare severable, and in the event that any provision of this
Agreementshall be determined to be invalid or unenforceable under any controlling body of
law, such invalidity or unenforceability shall not in any way affect the validity or
enforceability of the remaining provisions of this Agreement. NIAID Biological Materials Transfer Agreement CONFIDENTIAL
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21.
    Each Party has caused this Agreement to be executed on its behalf in duplicate, each
of which shall be deemed to be an original.22.
    Paragraphs 4, 10, 11, 12, 15, 17, 18, 20, and 22 shall survive termination of this Agreement. SIGNATURES BEGIN ON NEXT PAGE NIAID Biological Materials Transfer Agreement CONFIDENTIAL
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NIAID BIOLOGICAL
MATERIALS TRANSFER AGREEMENT SIGNATURE PAGE In Witness Whereof, the parties have executed this Agreementon the dates set forth below. Any
communication or notice to be given shall be forwarded to the respective addresses listed below. For NIAID: Michael R. Mowatt
    
    Date 10 Oct 2003Michael R. Mowatt, Ph.D.Director, Office of Technology Development
  Mailing Address for Notices:
    OFFICE OF TECHNOLOGY DEVELOPMENT
NIAID, NTH
6610 Rockledge Drive Room 4071
Bethesda MD 20892-6606
Tel: 301/496-2644    Fax: 301/402-7123 For Recipient(Upon, information and belief, the undersigned expressly certifies or affirms that
the contents of any statements of Recipientmade or referred to in this document are truthful and
accurate.): By: GeneMax Pharmaceuticals Inc. Signature of Authorized Official
    
    Date 21 Oct 2003Ronald L. HandfordPresident & CEO
 Official and Mailing Address for Notices: GeneMax Pharmaceuticals Inc.
400-1681 Chestnut Street,
Vancouver B.C.
Canada
V6J4M6 Any false or misleading statements made, presented, or submitted to the U.S. Government, including
any relevant omissions, under this Agreementand during the course of negotiation of this Agreement
are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§
3801-3812 (civil liability) and 18 U.S.C. § 1001 (criminal liability including fine(s) and/or
imprisonment). NIAID Biological Materials Transfer Agreement CONFIDENTIAL
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