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Exhibit 10.3 COLLABORATIVE RESEARCH AGREEMENT This Agreement dated for reference the 1st day of September, 2000.BETWEEN:GENEMAX PHARMACEUTICALS CANADA INC.,a corporation incorporated
under the laws of the Province of British Columbia and having a
registered office at 1260 - 999 West Hastings Street, Vancouver,
British Columbia V6C 2W2(the
Sponsor)AND:GENEMAX PHARMACEUTICALS INC.,a corporation incorporated under the
laws of the State of Delaware and having a registered and records
office at 1260 - 999 West Hastings Street, Vancouver, British
Columbia V6C 2W2(Genemax U.S.)AND:THE UNIVERSITY OF BRITISH COLUMBIA,a corporation continued under
the University Actof British Columbia and having its
administrative offices at 2075 Wesbrook Mall, in the City of
Vancouver, in the Province of British Columbia V6T 1W5(the Research Organization)WHEREAS:
 A. The research program contemplated by this Agreement is of mutual interest and benefit to the
Research Organization and to the Sponsor, will further the instructional and research objectives of
the Research Organization in a manner consistent with its status as a non-profit, tax- exempt,
educational institution, and may derive benefits for both Sponsor and Research Organization through
inventions, improvements, and/or discoveries; B. Genemax U.S. and the Research Organization have entered in the License Agreement attached hereto
as Schedule A; C. The parties acknowledge that Dr. Wilfred A. Jefferies (Dr. Jefferies)has an appointment
within the Research Organization and is also a shareholder of Genemax U.S. and that Dr. Jefferies
will be required to comply with the policies of the Research Organization relating to conflicts of
interest; D. The Sponsor is a wholly owned subsidiary of Genemax U.S.; and




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- 2 - E. The parties have agreed to terminate a research agreement dated June 1, 2000 to
be superseded by this Agreement. NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
premises and of the mutual covenants herein set forth, the parties hereto have covenanted and
agreed as follows: 1.0DEFINITIONS 1.1 In this Agreement, unless a contrary intention appears, the following words and phrases shall
mean:  (a)
    Confidential Informationshall mean any and all knowledge, know-how,
information, and/or techniques disclosed by the one party (referred to in this capacity
as the Provider)to another (referred to in this capacity as the Recipient)
relating to the Project, including, without limiting the generality of the foregoing,
all research, data, specifications, plans, drawings, prototypes, models, documents,
records, instructions, manuals, papers, or other materials of any nature whatsoever,
whether written or otherwise, relating to same. In order to constitute Confidential
Information for the purposes of this Agreement, the Provider must clearly identify it
in writing as being confidential, or if the disclosure takes place orally or in some
other non-tangible form, the Provider must summarize it in writing and identify it as
being confidential within thirty (30) days of making the disclosure. Furthermore, such
disclosures shall not be considered Confidential Information for the purposes of this
Agreement if and when it:  (i)
    is made subject to an order by judicial or administrative
process requiring the Recipient to disclose any or all of the Confidential
Information disclosed to it by the Provider, provided however that the
Recipient shall promptly notify the Provider and allow the Provider reasonable
time to oppose such process before disclosing any of the Confidential
Information disclosed to it by the Provider;(ii)
    is published or becomes available to the general public other
than through a breach of this Agreement;(iii)
    is obtained by the Recipient from a third party with a valid
right to disclose it, provided that said third party is not under a
confidentiality obligation to the Discloser;(iv)
    is independently developed by employees, agents or consultants
of the Recipient who had no knowledge of or access to the Confidential
Information disclosed to it by another party to this Agreement as evidenced by
the Recipients business records; or(v)
    was possessed by the Recipient prior to receipt from the
Provider, other than through prior disclosure by the Provider, as evidenced by
the Recipients business records;  (b)
    Contract Periodshall mean May 1, 2000 through August 31, 2001;




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- 3 -  (c)
    Investigatorshall mean Dr. Jefferies of the Biotechnology Laboratory at The
University of British Columbia;(d)
    License Agreementshall mean the License Agreement attached hereto as
Schedule A;(e)
    Projectshall mean the project as
described in Schedule B hereof;(f)
    Research Organization Intellectual Propertyshall mean, individually and
collectively, all inventions, improvements, and/or discoveries which are conceived
and/or made solely by one or more employees of the Research Organization during the
Contract Period in the performance of the Project but will exclude Improvements as
defined in Schedule A attached hereto. 2.0RESEARCH WORK 2.1 The parties agree that the research agreement dated June 1, 2000 between Genemax U.S.
and the Research Organization is hereby terminated and is superseded by this Research Agreement. 2.2 The Research Organization shall commence the performance of the Project promptly after the
effective date of this Agreement, and shall use reasonable efforts to perform the Project
substantially in accordance with the terms and conditions of this Agreement. Notwithstanding
anything to the contrary in this Agreement, the Sponsor and the Research Organization may at any
time amend the Project by mutual written agreement. 2.3 In the event that the Investigator becomes unable or unwilling to continue the Project, and a
mutually acceptable substitute is not available, the Research Organization and the Sponsor shall
each have the option to terminate the Project and this Agreement by providing the other party with
written notice of same. 2.4 In the performance of all services hereunder:  (a)
    the Research Organization shall be deemed to be and shall be an independent
contractor;(b)
    neither party is authorized or empowered to act as agent for the other for any
purpose and shall not on behalf of the other enter into any contract, warranty, or
representation as to any matter; and(c)
    neither party shall be bound with respect to third parties by the acts or
conduct of the other. 3.0REPORTS AND CONFERENCES 3.1 Interim written project reports shall be provided by the Research Organization to the
Sponsor every six (6) months during the Contract Period, and a final project report shall be
submitted by the Research Organization to the Sponsor within sixty (60) days after the conclusion
of the Contract Period or early termination of this Agreement, whichever is sooner.




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- 4 - 3.2 A financial statement shall be submitted by the Research Organization to the Sponsor within
sixty (60) days after the conclusion of the Contract Period or early termination of this Agreement,
whichever is sooner, any amount received by the Research Organization in excess of the allowable
paid or accrued expenses will be returned to the Sponsor. 3.3 During the term of this
Agreement, representatives of the Research Organization will meet with
representatives of the Sponsor at times and places mutually agreed upon to discuss the progress and
results, as well as ongoing plans, or changes therein, of the Project. 4.0COSTS,
BILLINGS, AND OTHER SUPPORT 4.1 It is agreed to and understood by all parties that, subject to Article 4.2, the total costs to
the Sponsor hereunder shall be $498,980.00 (Canadian). The parties acknowledge that any budget
categories that may be set forth in the description of the Projectare estimates only and that
changes from category to category may be made at the Research Organizations discretion.
Invoices shall be issued to the Sponsor by the Research Organization in accordance with the
following schedule: 1)
    
    the Research Organization acknowledges that it has received the sum of $124,725
from the Sponsor;2)
    
    Due September 30, 2000:
    
    $124,725;3)
    
    Due January 1,2001:
    
    $124,725; and4)
    
    Due March 31, 2001:
    
    $124,725.
 The Research Organization reserves the right to suspend work on the Project or to terminate the
Project and this Agreement by delivering written notice of same to the Sponsor if the Sponsor
fails to pay any invoiced amount within fifteen (15) days after the invoice is issued. 4.2 Notwithstanding anything to the contrary in this Agreement, in the event of early termination
of this Agreement, the Sponsor shall pay all costs and liabilities relating to the Project which
have been incurred by the Research Organization as of the date of receipt of notice of such
termination. For greater certainty, such costs and liabilities shall include all non-cancellable
obligations including payments in lieu of reasonable notice for technicians, graduate students, and
other staff assigned to the Project. 5.0PUBLICITY 5.1 Notwithstanding anything to the contrary in this Agreement, the Research Organization may
disclose the identity of the Sponsor, the title of the Project, the name of the Investigator, the
Contract Period, and the amount of funding being provided by the Sponsor in support of the Project.
Except as provided by the foregoing, neither party may use the name of the other, nor of any member
of the others Project staff, in any publicity, advertising, or news release without the prior
written approval of an authorized representative of the other. 6.0CONFIDENTIALITY 6.1 The Recipient shall not use the Confidential Information provided to it by the Provider,
directly or indirectly, for any purpose other than as specifically set forth in this Agreement.




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- 5 - Without limiting the generality of the foregoing, the Recipient shall not use, manufacture, or sell
the Providers Confidential Information or any device or means incorporating any of the Providers
Confidential Information, and shall not use any of the Providers Confidential Information as the
basis for the design or creation of any device or means. 6.2 The Recipient shall keep and use all of the Providers Confidential Information in confidence
and shall not disclose any part of the Providers Confidential Information to any person, firm,
corporation, or other entity. 6.3 Subject to Article 5.1, the Sponsor requires of the Research Organization, and the Research
Organization agrees insofar as it may be permitted to do so at law, that this Agreement and
Appendices, and each part of them, are confidential and shall not be disclosed to third parties, as
the Sponsor claims that such disclosure would or could reveal commercial, scientific or technical
information and would significantly harm the Sponsors competitive position. 6.4 Notwithstanding any termination or expiration of this Agreement, the obligations of
confidentiality set forth in this Article 6 shall survive and continue to be binding upon the
Recipient, its successors, and assigns until three (3) years after such termination or expiration. 7.0PUBLICATIONS 7.1 The Sponsor acknowledges that the policies of the Research Organization require that the
results of the Project be publishable, subject to Article 6. The parties therefore agree that
researchers engaged in the Project shall not be restricted from presenting at symposia, national,
or regional professional meetings, or from publishing in abstracts, journals, theses, or
dissertations, or otherwise, whether in printed or in electronic media, methods and results of the
Project, provided however that:  (a)
    the Research Organization provides the Sponsor with copies of any proposed
publication or presentation at least forty-five (45) days in advance of the submission
of such proposed publication or presentation to a journal, editor, or other third
party; and(b)
    the Sponsor has not, within thirty (30) days after receipt of said copies,
objected in writing to such proposed presentation or proposed publication in accordance
with Article 7.2 of this Agreement. 7.2 The Sponsor may object to a proposed presentation or proposed publication on the grounds that
it contains Confidential Information that was disclosed to the Research Organization by the Sponsor
or on the grounds that it discloses patentable subject matter which needs protection. In the event
that the Sponsor makes such objection on the former ground, the Research Organization shall ensure
that its researchers remove such Confidential Information immediately from the proposed
presentation or publication, after which the Research Organization and its researchers may proceed
with said presentation or publication. In the event that the Sponsor makes such an objection on the
latter ground, it shall be deemed to be a direction to the Research Organization to file a patent
application pursuant to Article 8.2, and the Research Organization shall ensure that its
researchers refrain from making such publication or presentation until Research Organization has
filed one or more patent applications with one or more patent offices directed to such patentable
subject matter, or until three (3) months have elapsed from date of receipt of such written
objection from the Sponsor by the Research Organization, whichever is sooner, after which the
Research Organization and its researchers may proceed with said presentation or publication. For
greater




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- 6 - certainty, a provisional patent application shall be considered to be a patent application in the
United States of America for the purposes of this Agreement. 8.0INTELLECTUAL PROPERTY 8.1 The parties acknowledge and agree that all rights and title to Research Organization
Intellectual Property shall belong to the Research Organization. 8.2 The Research Organization will promptly notify Sponsor of any Research Organization
Intellectual Property. The Sponsor may direct that one or more patent applications be filed in
respect of such Research Organization Intellectual Property, as the case may be, in which case the
Research Organization shall promptly prepare, file, and prosecute such patent applications in such
jurisdictions as the Sponsor directs in the name of the Research Organization. The Sponsor shall
bear all costs incurred in connection with the preparation, filing, prosecution, and maintenance of
such patent applications and shall cooperate with the Research Organization to assure that such
patent applications cover, to the best of the Sponsors knowledge, all items of commercial interest
and importance. While the Research Organization shall be responsible for making final decisions
regarding the scope and content of such patent applications and the prosecution thereof, the
Sponsor shall be given an opportunity to review and provide input thereto. The Research
Organization shall keep the Sponsor advised as to all developments with respect to such
applications and shall promptly supply the Sponsor with copies of all papers received and filed in
connection with the prosecution thereof in sufficient time for the Sponsor to comment thereon. 8.3 If the Research Organization wishes to obtain patent protection in respect of Research
Organization Intellectual Property above that for which the Sponsor wishes to provide its financial
support pursuant to Article 8.2, the Research Organization shall be free to file or continue
prosecution or maintain any such applications and to maintain any protection issuing thereon at its
own expense. 9.0GRANT OF RIGHTS 9.1 The Research Organization grants the Sponsor the option to obtain a royalty-bearing license to
use or otherwise exploit Research Organization Intellectual Property subject to terms and
conditions determined in accordance with Article 9.3. Said option shall subsist with respect to
each item of Research Organization Intellectual Property for a period of six (6) months after said
item has been disclosed in writing by the Research Organization to the Sponsor and may be exercised
within this period by the Sponsor delivering written notice of same to the Research Organization. 9.2 Notwithstanding 9.1, any Research Organization Intellectual Property that is described in the
definition of Improvements as set out in the License
Agreement attached as Schedule Ahereto
will be subject to the terms of that agreement 9.3 If the Sponsor exercises its option pursuant to Article 9.1, the parties shall negotiate in
good faith to determine the specific terms and conditions on which
the license shall be granted by
the Research Organization to the Sponsor. If the parties are unable to agree upon such specific
terms and conditions within a period of six (6) months after the date when the Sponsor exercised
its option, either party shall have the right to have the terms and conditions which are still in
issue determined by an arbitrator in accordance with Article 15. Said arbitrator shall be required
to determine such outstanding terms and conditions:




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- 7 -  (a)
    in accordance with generally accepted industry standards where such terms and
conditions relate purely to financial matters such as minimum annual royalty
amounts, percentage royalty rates, and performance requirements; and(b)
    in accordance with the current licensing practices of The University of British
Columbia in all other matters including, without limiting the generality of the
foregoing, matters of indemnification, insurance, confidentiality, use of trade-marks
or names of Research Organization personnel, and disclaimer of warranty. 9.4 Subject to Articles 7 and 8, the Sponsor has the right to publish, distribute and
reproduce any and all data created in the Project. 10.0TERM AND TERMINATION 10.1 This Agreement shall be deemed to have come into force upon the beginning of the Contract
Period and shall continue in effect for the full duration of the Contract Period unless sooner
terminated in accordance with the provisions of this Article. The parties hereto may, however,
extend the term of this Agreement for additional periods as desired under mutually agreeable terms
and conditions which the parties reduce to writing and sign. Either party may terminate this
agreement upon ninety (90) days prior written notice to the other. 10.2 In the event that either party hereto shall commit any breach of or default in any of the
terms or conditions of this Agreement, and also shall fail to remedy such default or breach within
thirty (30) days after receipt of written notice thereof from the other party hereto, the party
giving notice may, at its option and in addition to any other remedies which it may have at law or
in equity, terminate this Agreement by sending notice of termination in writing to the other party
to such effect and such termination shall be effective as of the date of the receipt of such
notice. 10.3 Termination of this Agreement by either party for any reason shall not affect the rights and
obligations of the parties accrued prior to the effective date of termination of this Agreement
pursuant to Articles 8 and 9. No termination of this Agreement, however effectuated, shall release
the parties hereto from their rights and obligations under Articles 4.2, 5, 6,10.4, or 12. 10.4 Forthwith upon the termination of this Agreement, the Recipient shall cease to use the
Providers Confidential Information in any manner whatsoever and upon the written request of the
Provider shall forthwith deliver up to the Provider all of the
Providers Confidential Information
in the Recipients possession or control, together with a certificate certifying that no copies
have been made or retained. 11.0DISCLAIMER OF WARRANTY 11.1 The Research Organization makes no representations or warranties, either express or implied,
with respect to the data or other results arising from the Project or with respect to any
Confidential Information it may disclose to the Sponsor. The Research Organization specifically
disclaims any implied warranty of non-infringement or merchantability or fitness for a particular
purpose and shall in no event be liable for any loss of profits, be they direct, consequential,
incidental, or special or other similar or like damages arising from any defect, error or failure
to perform, even if the Research Organization has been advised of the possibility of such damages.
The Sponsor hereby acknowledges that the Project is of an experimental and exploratory nature, that
no particular results can be guaranteed, and that it has been advised by the Research




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- 8 - Organization to undertake its own due diligence with respect to all matters arising from
this Agreement. 12.0INDEMNITY 12.1 The Sponsor hereby indemnifies, holds harmless and defends the Research
Organization, its Board of Governors, directors, officers, employees, faculty, students, invitees,
and agents against any and all claims (including all legal fees and disbursements incurred in
association therewith) arising out of the receipt or use by the Sponsor of any of the Research
Organizations Confidential Information, the Research Organization Intellectual Property, the
background Intellectual Property, the Joint Intellectual Property, the Sponsor Intellectual
Property, or any data or other results arising from the Project including, without limiting the
generality of the foregoing, any damages or losses, consequential or otherwise, arising from or out
of same, howsoever the same may arise. 13.0EQUIPMENT 13.1 The equipment listed in
Schedule C(SponsorEquipment) will be purchased by the
Sponsor without using the purchasing services of the Research Organization. Schedule C may be
amended from time to time by mutual written agreement. 13.2 Sponsor Equipment will only be used to carry out the work described in the Project. The
Research Organization will not be responsible for any property damage or loss to the Sponsors
Equipment regardless as to how such property damage or loss occurs. 13.3 Operation, installation, maintenance and de-installation of the Sponsor Equipment will be in
accordance with applicable Research Organization policies and procedures. 13.4 The Sponsor shall indemnify the Research Organization against and hold the Research
Organization harmless from any and all claims, actions, suits, proceedings, costs, expenses,
damages, and liabilities, including legal fees arising out of or in connection with or resulting
from the use of the Sponsor Equipment, including, without limitation, the manufacture, selection,
delivery, possession, use, operation or return of the Sponsor Equipment. 13.5 The Sponsor shall, at its own expense, maintain and keep in effect during the period of this
Agreement, comprehensive public liability and property damage insurance in an amount acceptable to
the Research Organization. In addition thereto while the Sponsor Equipment is in the Research
Organization premises, it shall insure the Sponsor Equipment for the full replacement value for
loss caused by fire, theft or other perils. The Sponsor shall produce upon request a certificate
from the insurers outlining the terms and conditions of the policy. 13.6 The Research Organization shall retain title to any equipment other than Sponsor Equipment
purchased with funds provided by the Sponsor under this Agreement. 14.0INSURANCE 14.1 The parties acknowledge that the Research Organization has adequate liability insurance
applicable to its officers, employees, and agents while acting within the scope of their employment
by the Research Organization, and that the Research Organization has no liability insurance policy
as such that can extend protection to any other person. Therefore, subject to




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- 9 - Article 16, each party hereby assumes any risks of personal injury and property damage
attributable to the negligent acts or omissions of that party and its officers, employees, and
agents. 15.0GOVERNING LAW AND ARBITRATION 15.1 This Agreement shall be governed by and construed in accordance with the laws of
the Province of British Columbia and the laws of Canada in force therein without regard to its
conflict of law rules. All parties agree that by executing this Agreement they have attorned to
the jurisdiction of the Supreme Court of British Columbia. Subject to Article 15.2, the Supreme
Court of British Columbia shall have exclusive jurisdiction over this Agreement. 15.2 In the event of any dispute arising between the parties concerning this Agreement, its
enforceability, or its interpretation, said dispute shall be settled by a single arbitrator
appointed pursuant to the provisions of the International Commercial Arbitration Act of British
Columbia, or any successor legislation then in force. The place of arbitration shall be Vancouver,
British Columbia, Canada and the language to be used in the arbitration proceedings shall be
English. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction
for interim protection such as, by way of example, an interim injunction. 16.0ASSIGNMENT 16.1 This Agreement shall not be assigned by any party without the prior written consent of the
others, which consent shall not be unreasonably withheld. 17.0GUARANTEE 17.1 Genemax U.S. hereby unconditionally guarantees and promises to pay to the Research
Organization any and any amounts to be paid by the Sponsor hereunder, including, without
limitation, those amounts due pursuant to Article 4.1 hereof. In addition, Genemax U.S. shall cause
the Sponsor to perform its obligations hereunder, failing which it shall be liable for any damages
or costs incurred by the Research Organization for such breaches or defaults of the Sponsor. 18.0NOTICES 18.1 All notices or other documents that either of the parties hereto are required or may desire to
deliver to the other party hereto may be delivered only by personal delivery or by registered or
certified mail, telex or telecopy, all postage and other charges prepaid, at the address for such
party set forth below or at such other address as that party may hereinafter designate in writing
to the other. Any notice personally delivered or sent by telex or telecopy shall be deemed to have
been given or received at the time of delivery, telexing or telecopying. Sponsor:
    
    The PresidentGenemax Pharmaceuticals Canada Inc.1260 B 999 West Hastings StreetVancouver, British ColumbiaV6C 2W2Telephone: (604) 683-6640Telecopier: (604) 683-6650




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- 10 - Genemax U.S.:
    
    The PresidentGenemax Pharmaceuticals Inc.1260 B 999 West Hastings StreetVancouver, British ColumbiaV6C 2W2Telephone: (604) 683-6640Telecopier: (604) 683-6650E-mail: handford@genemax.comResearch Organization:
    
    The DirectorThe University of British ColumbiaUniversity Industry Liaison OfficeI.R.C. Room 3312194 Health Sciences MallVancouver, British ColumbiaV6T 1Z3Telephone: (604) 822-8580Telecopier: (604) 822-8589
 18.2 Questions or queries of a scientific nature or regarding financial matters may be
directed by the Sponsor to the Research Organization through the following contacts: Technical Matters:
    
    Dr. Wilfred A. JefferiesBiotechnology LabThe University of British ColumbiaBiomedical Research Center2222 Health Sciences MallVancouver, British ColumbiaV6T 1Z3Telephone: (604) 822 6961Telecopier: (604) 822 6780Financial Matters:
    
    Ms. Claudia FariaOffice of Financial ServicesThe University of British ColumbiaGeneral Services Administration Building2075 Wesbrook MallVancouver, British ColumbiaV6T 1Z1Telephone: (604) 822-2321Telecopier: (604) 822-2417
 19.0 GENERAL 19.1 The appendices to this Agreement together with the terms and conditions contained within this
Agreement constitute the entire understanding between the parties hereto and no modifications
hereof shall be binding unless executed in writing by the parties hereto. The appendices will be
binding upon the parties hereto except to the extent that they may conflict with the terms and
conditions contained within this Agreement itself, in which case the terms and conditions of this
Agreement shall govern.




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- 11 - 19.2 In the event that any part, section, clause, paragraph or subparagraph of this
Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable,
the entire agreement shall not fail on account thereof, and the balance of the Agreement shall
continue in full force and effect. 19.3 No condoning, excusing or overlooking by either party of any default or breach by the other
party in respect of any terms of this Agreement shall operate as a waiver of such partys rights
under this Agreement in respect of any continuing or subsequent default or breach, and no waiver
shall be inferred from or implied by anything done or omitted by such party, save only an express
waiver in writing. 19.4 No exercise of a specific right or remedy by any party precludes it from or prejudices it in
exercising another right or pursuing another remedy or maintaining an action to which it may
otherwise be entitled either at law or in equity. IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement effective as of
the beginning of the Contract Period, regardless of the date of execution. Signed for and on behalf of
    
    /s/ RONALD L. HANDFORDGENEMAX PHARMACEUTICALS CANADA INC.
    
    Name: RONALD L. HANDFORDby its duly authorized officer:
    
    Title: PRESIDENT & CEOSigned for and on behalf of
    
    /s/ RONALD L. HANDFORDGENEMAX PHARMACEUTICALS INC.
    
    Name: RONALD L. HANDFORDby its duly authorized officer:
    
    Title:Signed for and on behalf of
    
    ANGUS LIVINGSTONETHE UNIVERSITY OF BRITISH COLUMBIA
    
    Angus Livingstone, Managing Directorby its duly authorized officer:
    
    University  Industry Liaison Office
 I have read and understood the foregoing Agreement and understand my responsibilities as the
Investigator: /s/ WILFRED A. JEFFERIES
DR. WILFRED A. JEFFERIES,Biotechnology Laboratory, The University of British Columbia




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SCHEDULE A LICENSE AGREEMENT




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LICENCE AGREEMENT BETWEEN: The
University of British Columbia, a corporation continued
under the University Act of British Columbia and having its
administrative offices at 2075 Wesbrook Mall, in the City of
Vancouver, in the Province of British Columbia, V6T 1W5 (the
University) AND: Genemax Pharmaceuticals Inc.,a corporation incorporated under
the laws of the State of Delaware and having a business office at 1260
  999 West Hastings Street, Vancouver, BC V6C 2W2 (the Licensee) AND: Dr. WilfredA. Jefferies,Professor, with an office at 2222
Health Sciences Mall, Vancouver, BC-V6T 1Z3 (Jefferies) WHEREAS: A. The University has been engaged in research during the course of which it has
invented, developed and/or acquired certain technology relating to Methods of Enhancing
Expression of MHC-Class 1 Molecules Bearing Endogenous Peptides, and Methods of
Identifying MHC-Class 1 Restricted Antigens Endogenously Processed by a Cellular Secretory
Pathway, which research was undertaken by Dr. Wilfred Jefferies and his research group in the
Biotechnology Laboratory at the University; B. The University is desirous of entering into this agreement (the Agreement) with
the objective of furthering societys use of its advanced technology, and to generate further
research in a manner consistent with its status as a non-profit, tax exempt educational
institution; and C. The Licensee is desirous of the University granting an exclusive world-wide
licence to the Licensee to use or cause to be used the Technology to manufacture, distribute,
market, sell, lease and/or license or sublicense products derived or developed from such
technology and to sell the same to the general public during the term of this Agreement.




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- 2 - NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of
the mutual covenants herein set forth, the parties hereto have covenanted and agreed as follows: 1.0 DEFINITIONS: 1.1 In this Agreement, unless a contrary intention appears, the following words and
phrases shall mean:  (a)
    Accounting: an accounting statement setting out in detail how the amount of
Revenue was determined;(b)
    Affiliated Company or Affiliated Companies: two or more corporations where
the relationship between them is one in which one of them is a subsidiary of the
other, or both are subsidiaries of the same corporation, or fifty percent (50%) or
more of the voting shares of each of them is owned or controlled beneficially by the same
person, corporation or other legal entity;(c)
    Confidential Information: any part of the Information which is designated by
the University as confidential, whether orally or in writing but excluding any part of
the Information:  (i)
    possessed by the Licensee prior to receipt from the
University, other than through prior disclosure by the University, as
evidenced by the Licensees business records;(ii)
    published or available to the general public otherwise than
through a breach of this Agreement;(iii)
    obtained by the Licensee from a third party with a valid right
to disclose it, provided that said third party is not under a confidentiality
obligation to the University; or(iv)
    independently developed by employees, agents or consultants of
the Licensee who had no knowledge of or access to the Universitys Information
as evidenced by the Licensees business records;  (d)
    Date of Commencement or Commencement Date: this Agreement will be
deemed to have come into force on the Date of Commencement which shall be the
 6 day of March, 2000, and shall be read and construed accordingly;(e)
    Effective Date of Termination: the date on which this Agreement is terminated
pursuant to Article 18;(f)
    Improvements: any and all improvements, variations, updates, modifications,
enhancements and alterations directly related to the Technology which are invented,




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- 3 - developed and/or acquired after the Date of Commencement by the University or the
Licensee, their employees, servants, agents, sublicensees or subcontractors,
whether patentable or not, which:  (1)
    if patentable, which claim priority from any of the patents
or patent applications which comprise the Technology and cannot be used or practised
without a license of the Technology; or(2)
    if not patentable, which relate directly to the Technology;  (7)
    Information: any and all Technology and any and all Improvements, the terms
and conditions of this Agreement and any and all oral, written, electronic or other
communications and other information disclosed or provided by the parties including
any and all analyses or conclusions drawn or derived therefrom regarding this
Agreement and information developed or disclosed hereunder, or any partys raw
materials, processes, formulations, analytical procedures, methodologies, products,
samples and specimens or functions;(8)
    Product(s): goods manufactured in connection with the use of all or some of
the Technology and/or any Improvement;(9)
    Technology: any and all knowledge, know-how and/or technique or techniques
invented, developed and/or acquired, prior to the Date of Commencement by the
University or the Licensee relating to the technology described in Schedule A
hereto, as amended from time to time, including, without limitation, all research,
data, specifications, instructions, manuals, papers or other materials of any nature
whatsoever, whether written or otherwise, relating to same; and(10)
    UBC Trade-marks: any mark, trade-mark, service mark, logo, insignia,
seal, design, symbol, or device used by the University in any manner whatsoever. 2.0 PROPERTY RIGHTS IN AND TO THE TECHNOLOGY: 2.1 The parties hereto hereby acknowledge and agree that the University owns any and
all right, title and interest in and to the Technology, as well as any and all Improvements. 2.2 The Licensee shall, at the request of the University, enter into such further agreements
and execute any and all documents as may be required to ensure that ownership of the Technology
and any Improvements remains with the University. 2.3 On the last working day of June of each and every year during which this Agreement
remains in full force and effect the Licensee shall deliver in writing the details of any and all
Improvements which the Licensee and any sublicensees of the Licensee have developed and/or
acquired during the previous twelve month period.




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##### 



- 4 - 3.0 GRANT OF LICENCE: 3.1 In consideration herein, and the covenants on the part of the Licensee contained
herein, the University hereby grants to the Licensee an exclusive world-wide licence to use and
sublicense the Technology and any Improvements and to manufacture, distribute and sell Products
on the terms and conditions hereinafter set forth during the term of this Agreement. 3.2 The licence granted herein is personal to the Licensee and is not granted to any
Affiliated Company or Affiliated Companies. 3.3 The Licensee shall not cross-license the Technology or any Improvements without
the prior written consent of the University. 3.4 Notwithstanding paragraph 3.1 herein, the parties acknowledge and agree that the
University may use the Technology and any Improvements without charge in any manner
whatsoever for research, scholarly publication, educational or other non-commercial uses. 3.5 As part of the consideration for the rights granted by the University to the Licensee
hereunder, the Licensee agrees to pay to the University as an initial licence fee the sum of
$113,627.32 (Canadian funds). The said sum shall be paid concurrently with the execution of this
Agreement. Neither all nor any portion of the said sum shall be refundable to the Licensee under
any circumstances. This sum is equal to all patent costs paid by the University in connection with
the Technology up to February 7th 2000. 3.6 Upon execution of this Agreement the University may register a financing statement
with respect to this Agreement under the provisions of the Personal Property Security Act of
British
Columbia and/or under the provisions of similar legislation in those jurisdictions in which the
Licensee carries on business and/or has its chief place of business. All costs associated with the
registrations contemplated by this paragraph 3.6 shall be paid for by the Licensee. 3.7 The Licensee shall give written notice to the University if it is carrying on business
and/or locates its chief place of business in a jurisdiction outside British Columbia prior to
beginning
business in that other jurisdiction. 3.8 If the University has registered one or more financing statements as set forth in
paragraph 3.6, the Licensee shall give written notice to the University of any and all changes of
jurisdiction within or outside of Canada in which it is carrying on business and/or any and all
changes in jurisdiction of its chief place of business within or outside of Canada and shall file
the
appropriate documents in the various provincial Personal Property Registries or similar registries
within or outside of Canada to document such changes in jurisdiction and furnish the University
with
a copy of the verification with respect to each such filing within 15 calendar days after receipt
of
same. All costs associated with the registrations contemplated by this paragraph 3.8 shall be paid
for by the Licensee.




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##### 



- 5 - 4.0 EQUITY: 4.1 On or before the date of execution of this Agreement the Licensee shall issue to the
University 500,000 common shares (the Shares) of the Licensees share capital. The Shares
shall be free from any pooling or escrow requirements and hold periods save and except as
required by applicable securities laws. The Licensee shall provide to the University
concurrently with the issuance of the Shares:  (a)
    a written assurance that all applicable securities laws have been complied
with in connection with the issuance of the Shares; and(b)
    confirmation that the Shares represent 500,000 of the 8,100,000 founders
common shares in the capital of the Licensee which are to be issued and outstanding in
the share capital of the Licensee prior to the Licensees issuance of any further
common shares pursuant to any private and/or public equity financing undertaken by the
Licensee. 5.0 SUBLICENSING: 5.1 The Licensee shall have the right to grant sublicences to Affiliated Companies and
other third parties with respect to the Technology and any Improvements with the prior written
consent of the University, such consent not to be unreasonably withheld. The Licensee will furnish
the University with a copy of each sublicence granted within 30 days after execution. 5.2 Any sublicence granted by the Licensee shall be personal to the sublicensee and shall
not be assignable without the prior written consent of the University. Such sublicences shall
contain
covenants by the sublicensee to observe and perform similar terms and conditions to those
contained
in this Agreement. 5.3 Prior to the beginning of a sublicence agreement the Licensee shall give written notice
to the University as to which jurisdictions the applicable sublicensee is carrying on business in.
Within five calendar days of being aware of the same the Licensee shall provide written notice to
the University if any sublicensee is carrying on business in a jurisdiction outside of British
Columbia. 5.4 If the University has registered one or more financing statements as set forth in
paragraph 3.6, the Licensee shall register a financing change statement under the provisions of
the
Personal Property Security Act of British Columbia and/or under the provisions of similar
legislation
in those jurisdictions in which each sublicensee carries on business or has its chief place of
business
in order to add each sublicensee as an additional debtor to the registration referred to in
paragraph 3.6 forthwith upon execution of each sublicence, and shall furnish the University with a copy of
the
verification statement with respect to each such filing within 15 calendar days after receipt of
same.
All costs associated with the filings contemplated by this paragraph 5.0 shall be paid for by the
Licensee. The Licensee shall give written notice to the University of any and all changes of
jurisdiction within or outside of Canada in which each sublicensee is carrying on business and/or
any
and all changes in jurisdiction of each sublicensees chief place of business and shall file the




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- 6 - appropriate documents in the various provincial Personal Property Registries or similar registries
within or outside of Canada to document such changes in jurisdiction. 6.0 PATENTS: 6.1 The Licensee shall have the right to identify any process, use or products arising out
of the Technology and any Improvements that may be patentable and the University shall, upon the
request of the Licensee, take all reasonable steps to apply for a patent in the name of the
University
provided that the Licensee pays all costs of applying for, registering and maintaining the patent
in
those jurisdictions in which the Licensee might designate that a patent is required. 6.2 In the event of the issuance of a patent, the Licensee shall have the right to become,
and shall become the Licensee of the same, all pursuant to the terms contained herein. 6.3 Within 30 calendar days of presentation of receipts and/or invoices by the University
to the Licensee, the Licensee will reimburse the University for all costs incurred with respect to
any
and all patents relating to the Technology and any Improvements licensed hereunder, and with
respect to any and all maintenance fees for any and all patents relating to the Technology and any
Improvements licensed hereunder. 6.4 The Licensee will reimburse the University for any patent costs for the Technology
incurred after February 7th 2000. The University will invoice patent costs to the
Licensee on a
quarterly basis commencing on the first quarter following the Date of Commencement. 7.0 DISCLAIMER OF WARRANTY: 7.1 The University makes no representations, conditions or warranties, either express or
implied, with respect to the Technology or any Improvements or the Products. Without limiting the
generality of the foregoing, the University specifically disclaims any implied warranty, condition
or representation that the Technology or any Improvements or the Products:  (1)
    shall correspond with a particular description;(2)
    are of merchantable quality;(3)
    are fit for a particular purpose; or(4)
    are durable for a reasonable period of time. The University shall not be liable for any loss, whether direct, consequential, incidental, or
special which the Licensee suffers arising from any defect, error, fault or failure to perform
with respect to the Technology or any Improvements or Products, even if the University has been
advised of the possibility of such defect, error, fault or failure. The Licensee acknowledges
that it has been advised by the University to undertake its own due diligence with respect to the
Technology and any Improvements.




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##### 



- 7 - 7.2 Nothing in this Agreement shall be construed as:  (1)
    a warranty or representation by the University as to title to the Technology
and/or any
Improvement or that anything made, used, sold or otherwise disposed of under the
licence granted in this Agreement is or will be free from infringement of patents,
copyrights, trade-marks, industrial design or other intellectual property rights;(2)
    an obligation by the University to bring or prosecute or defend actions or
suits against
third parties for infringement of patents, copyrights, trade-marks, industrial
designs
or other intellectual property or contractual rights; or(3)
    the conferring by the University of the right to use in advertising or
publicity the
name of the University or the UBC Trademarks. 7.3 Notwithstanding paragraph 7.2, in the event of an alleged infringement of the
Technology or any Improvements, or any right with respect to the Technology or any Improvements,
the Licensee shall have, upon receiving the prior written consent of the University, the right to
prosecute litigation designed to enjoin infringers of the Technology or any Improvements. Provided
that it has first granted its prior written consent, the University agrees to co-operate to the
extent of
executing all necessary documents and to vest in the Licensee the right to institute any such
suits,
so long as all the direct or indirect costs and expenses of bringing and conducting any such
litigation
or settlement shall be borne by the Licensee and in such event all recoveries shall enure to the
Licensee. 7.4 In the event that any complaint alleging infringement or violation of any patent or
other proprietary rights is made against the Licensee or a sublicensee of the Licensee with respect
to the use of the Technology or any Improvements or the manufacture, use or sale of the Products,
the following procedure shall be adopted:  (1)
    the Licensee shall promptly notify the University upon receipt of any such
complaint
and shall keep the University fully informed of the actions and positions taken by
the
complainant and taken or proposed to be taken by the Licensee on behalf of itself or
a sublicensee;(2)
    except as provided in subparagraph 7.4(d), all costs and expenses incurred by
the
Licensee or any sublicensee of the Licensee in investigating, resisting, litigating
and
settling such a complaint, including the payment of any award of damages and/or
costs to any third party, shall be paid by the Licensee or any sublicensee of the
Licensee, as the case may be;(3)
    no decision or action concerning or governing any final disposition of the
complaint
shall be taken without full consultation with and approval by the University, such
approval not to be unreasonably withheld;(4)
    the University may elect to participate formally in any litigation involving
the
complaint to the extent that the court may permit, but any additional expenses




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- 8 - generated by such formal participation shall be paid by the University (subject to
the possibility of recovery of some or all of such additional expenses from the
complainant); and  (5)
    notwithstanding paragraph 7.3, if the complainant is willing to accept an
offer of settlement and one of the parties to this Agreement is willing to make or
accept such offer and the other is not, then the unwilling party shall conduct all
further proceedings at its own expense, and shall be responsible for the full amount
of any damages, costs, accounting of profits and settlement costs in excess of those
provided in such offer, but shall be entitled to retain unto itself the benefit of
any litigated or settled result entailing a lower payment of costs, damages,
accounting of profits and settlement costs than that provided in such offer. 8.0 INDEMNITY AND LIMITATION OF LIABILITY: 8.1 The Licensee hereby indemnifies, holds harmless and defends the University, its
Board of Governors, officers, employees, faculty, students, invitees and agents against any and all
claims (including all legal fees and disbursements incurred in association therewith) arising out
of
the exercise of any rights under this Agreement including, without limiting the generality of the
foregoing, against any damages or losses, consequential or otherwise, arising from or out of the
use
of the Technology or any Improvements or Products licensed under this Agreement by the Licensee
or its sublicensees or their respective customers or end-users howsoever the same may arise. 8.2 Subject to paragraph 8.3, the Universitys total liability, whether under the express
or implied terms of this Agreement in tort (including negligence), or at common law, for any loss
or damage suffered by the Licensee, whether direct, indirect or special, or any other similar or
like
damage that may arise or does arise from any breaches of this Agreement by the University, its
Board of Governors, officers, employees, faculty, students or agents, shall be limited to the
amount
of $5,000.00 (Canadian). 8.3 In no event shall the University be liable for consequential or incidental damages
arising from any breach or breaches of this Agreement. 8.4 No action, whether in contract or tort (including negligence), or otherwise arising out
of or in connection with this Agreement, may be brought by the Licensee more than six months after
the cause of action has occurred. 9.0 PUBLICATION AND CONFIDENTIALITY: 9.1 The Information shall be developed, received and used by the Licensee solely in
furtherance of the purposes set forth in this Agreement subject to the terms and conditions as set
forth in this Article 9.0. 9.2 The Licensee shall keep and use all of the Confidential Information in confidence and
will not, without the Universitys prior written consent, disclose any Confidential Information to
any
person or entity, except those of the Licensees officers, employees, professional advisors,




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##### 



- 9 - consultants, servants, agents and assigns who require said Confidential Information in performing
their obligations under this Agreement or in connection with services provided to the Licensee in
conjunction with this Agreement. The Licensee covenants and agrees that it will initiate and
maintain an appropriate internal program limiting the internal distribution of the Confidential
Information to its officers, employees, professional advisors, consultants, servants or agents and
to take the appropriate non-disclosure agreements from any and all persons who may have access to
the Confidential Information. 9.3 The Licensee shall not use, either directly or indirectly, any Confidential Information
for any purpose other than as set forth herein without the Universitys prior written consent,
which
consent shall not be unreasonably withheld. 9.4 In the event that the Licensee is required by judicial or administrative process to
disclose any or all of the Confidential Information, the Licensee shall promptly notify the
University
and allow the University reasonable time to oppose such process before disclosing any Confidential
Information. 9.5 Notwithstanding any termination or expiration of this Agreement, the obligations
created in this Article 9.0 shall survive and be binding upon the Licensee, its successors and
assigns. 9.6 The University shall not be restricted
from presenting at symposia, national or
regional professional meetings, or from publishing in journals or other publications accounts of
its
research relating to the Information, provided that with respect to Confidential Information only,
the
Licensee shall have been furnished copies of the disclosure proposed therefor at least 60 calendar
days in advance of the presentation or publication date and does not within 30 calendar days after
receipt of the proposed disclosure object to such presentation or publication. Any objection to a
proposed presentation or publication shall specify the portions of the presentation or publication
considered objectionable (collectively the Objectionable Material). Upon receipt of notification
from the Licensee that any proposed publication or disclosure contains Objectionable Material, the
University and the Licensee shall work together to revise the proposed publication or presentation
to remove or alter the Objectionable Material in a manner acceptable to the Licensee, in which case
the Licensee shall withdraw its objection. In the event that an objection is made, disclosure of
the
Objectionable Material shall not be made for a period of 6 months after the date the
Licensee has
received the proposed publication or presentation relating to the Objectionable Material. The
University shall co-operate in all reasonable respects in making revisions to any proposed
disclosures
if considered by the Licensee to contain Objectionable Material. The University shall not be
restricted from publishing or presenting the proposed disclosure as long as the Objectionable
Material has been removed. After the 6 month period has elapsed the University shall be free to
present and/or publish the proposed publication or presentation whether or not it contains
Objectionable Material. 9.7 The Licensee requires of the University, and the University agrees insofar as it may
be permitted to do so at law, that this Agreement, and each part of it, is confidential and shall
not be
disclosed to third parties, as the Licensee claims that such disclosure would or could reveal
commercial, scientific or technical information and would significantly harm the Licensees
competitive position and/or interfere with the Licensees negotiations with prospective
sublicensees.




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##### 



- 10 - Notwithstanding anything contained in this Article, the parties hereto acknowledge and agree that
the University may identify the title of this Agreement, the parties to this Agreement and the
names of the inventors of the Technology and any Improvements. 10.0 PRODUCTION AND MARKETING: 10.1 The Licensee will not use any of the UBC Trade-marks or make reference to the
University or its name in any advertising or publicity whatsoever, without the prior written
consent
of the University, such consent not to be unreasonably withheld, except as required by law. Without
limiting the generality of the foregoing, the Licensee shall not issue a press release with respect
to
this Agreement or any activity contemplated herein without the prior review and approval of the
same by the University, such approval not to be unreasonably withheld, except as required by law.
If the Licensee is required by law to act in contravention of this paragraph, the Licensee shall
provide the University with sufficient advance notice in writing to permit the University to bring
an application or other proceeding to contest the requirement. 10.2 The Licensee will not register or use any trade-marks in association with the Products
without the prior written consent of the University, such consent not to be unreasonably withheld. 10.3 The Licensee will pay the University an annual license maintenance fee of $1000.00
(Canadian) due on the first anniversary of the Date of Commencement and annually thereafter. 11.0 PERFORMANCE OBLIGATIONS OF THE LICENSEE: 11.1 The Licensee shall use its reasonable commercial efforts to promote, market and sell
the Products and utilize the Technology and any Improvements and to meet or cause to be met the
market demand for the Products and the utilization of the Technology and any Improvements. 11.2 The Licensee will provide the University with a copy of the Licensees detailed
business plan and any documents prepared for the purpose of selling securities in the Licensee,
prior
to the execution of this Agreement. 11.3 The Licensee will, within three months of the Date of Commencement recruit a board
of directors and the University will have observer status on the board for two years. Such observer
will be entitled to attend all meetings of the Directors of the Licensee and receive copies
of all
materials and documents provided to such directors, but shall not be
permitted to cast a vote at
such
meetings of the Directors. 11.4 On or before the date of execution of this Agreement, the Licensee will provide the
University with written confirmation that the Licensee has raised not less than $1,000,000
(Canadian) through the sale of its common shares. 11.5 Within six months of the date of execution of this Agreement the Licensee shall
recruit a scientific advisory board conversant with the development objectives of the Licensee and
including, without limitation, at least one clinical practitioner familiar with cancer treatment.




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- 11 - 12.0 REMEDY OF UNIVERSITY FOR BREACH UNDER PARAGRAPH 11.1: 12.1 In the event that the University is of the view that the Licensee is in breach of
paragraph 11.1, the University shall notify the Licensee and the parties hereto shall appoint a
mutually acceptable person as an independent evaluator to conduct the evaluation set forth in
paragraph 12.2. In the event that the parties cannot agree on such an evaluator, the appointing
authority shall be the British Columbia International Commercial Arbitration Centre. 12.2 The evaluator described in paragraph 12.1 shall review the efforts made by the
Licensee with respect to the promotion, marketing and sale of the Products and the Technology
and any Improvements. If said evaluator determines that the Licensee is in breach of paragraph 11.1,
then the University shall have the right to terminate this Agreement as provided in paragraph
19.1, or to continue the licence granted hereunder as a non-exclusive licence rather than an exclusive
licence but with all other terms and conditions of this Agreement unchanged. If said evaluator
determines that the Licensee is not in breach of paragraph 11.1, then the University shall not
terminate this Agreement for breach of paragraph 11.1, nor shall it change the nature of the
licence granted hereunder from exclusive to non-exclusive. 12.3 The University may not call for more than one evaluation pursuant to paragraph 12.2
in each calendar year. The cost of an evaluation hereunder shall be borne 50% by the Licensee and 50% by the University. 13.0 ACCOUNTING RECORDS: 13.1 The Licensee shall maintain at its principal place of business, or such other place as
may be most convenient, separate accounts and records of business done pursuant to this
Agreement, such accounts and records to be in sufficient detail to enable proper returns to be made under
this Agreement, and the Licensee shall cause its sublicensees to keep similar accounts and records. 13.2 The Licensee shall retain the accounts and records referred to in paragraph 13.1 above
for at least three years after the date upon which they were made and shall permit any duly
authorized representative of the University to inspect such accounts and records during normal
business hours of the Licensee at the Universitys expense. The Licensee shall furnish such
reasonable evidence as such representative will deem necessary to verify the accounting and will
permit such representative to make copies of or extracts from such accounts, records and
agreements at the Universitys expense. 13.3 During the term of this Agreement, and thereafter, the University shall use reasonable
efforts to ensure that all information provided to the University or its representatives pursuant
to this Article remains confidential and is treated as such by the University.




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- 12 - 14.0 INSURANCE: 14.1 At least 60 calendar days prior to the first sale of a Product or clinical or other testing
using human subjects using a Product, then the Licensee shall procure and maintain, during the
term of this Agreement, the insurance outlined in paragraphs 14.2 and 14.3 and otherwise comply
with the insurance provisions contained at paragraph 14.2 and 14.3. 14.2 One month prior to the first sale of a Product or clinical or other testing using human
subjects using a Product, the Licensee will give notice to the University of the terms and amount
of the public liability, product liability and errors and omissions insurance which it has placed in
respect of the same, which in no case shall be less than the insurance which a reasonable and
prudent businessman carrying on a similar line of business would acquire. This insurance shall be
placed with a reputable and financially secure insurance carrier, shall include the University, its
Board of Governors, faculty, officers, employees, students, and agents as additional insureds, and
shall provide primary coverage with respect to the activities contemplated by this Agreement. Such
policy shall include severability of interest and cross-liability clauses and shall provide that
the policy shall not be cancelled or materially altered except upon at least 30 calendar days
prior written notice to the University. The University shall have the right to require reasonable
amendments to the terms or the amount of coverage contained in the policy. Failing the parties
agreeing on the appropriate terms or the amount of coverage, then the matter shall be determined by
arbitration as provided for herein. The Licensee shall provide the University with certificates of
insurance evidencing such coverage no later than 7 calendar days before commencement of sales of
any Product or clinical or other testing using human subjects using a Product and the Licensee
covenants not to sell, any Product before such certificate is provided and approved by the
University, or to sell or test any Product at any time unless the insurance outlined in this
paragraph 14.2 is in effect. 14.3 The Licensee shall require that each sublicensee under this Agreement shall procure
and maintain, during the term of the sublicense, public liability, product liability and errors and
omissions insurance in reasonable amounts, with a reputable and financially secure insurance
carrier. The Licensee shall use its best efforts to ensure that any and all such policies of insurance
required pursuant to this clause shall contain a waiver of subrogation against the University, its Board
of Governors, faculty, officers, employees, students, and agents. 15.0 ASSIGNMENT: 15.1 The Licensee will not assign, transfer, mortgage, charge or otherwise dispose of any
or all of the rights, duties or obligations granted to it under this Agreement without the prior
written consent of the University, such consent not to be unreasonably withheld. 15.2 The University shall have the right to assign its rights, duties and obligations under
this Agreement to a company or society of which it is the sole shareholder, in the case of a
company or of which it controls the membership, in the case of a society. In the event of such an
assignment, the Licensee will release, remise and forever discharge the University from any and all obligations
or covenants, provided however that such company or society, as the case may be, executes a written
agreement which provides that such company or society shall assume all such obligations or




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- 13 - covenants from the University and that the Licensee shall retain all rights granted to the
Licensee pursuant to this Agreement. 16.0 GOVERNING LAW AND ARBITRATION: 16.1 This Agreement shall be governed by and construed in accordance with the laws, of
the Province of British Columbia and the laws of Canada in force therein without regard to its
conflict of law rules. All parties agree that by executing this Agreement they have attorned to the
jurisdiction of the Supreme Court of British Columbia. Subject to paragraphs 16.2 and 16.3, the
British Columbia Supreme Court shall have exclusive jurisdiction over this Agreement. 16.2 In the event of any dispute arising between the parties concerning this Agreement,
its enforceability or the interpretation thereof, the same shall be settled by a single arbitrator
appointed pursuant to the provisions of the Commercial Arbitration Act of British Columbia, or any
successor legislation then in force. The place of arbitration shall be Vancouver, British Columbia.
The language to be used in the arbitration proceedings shall be English. 16.3 Clause 16.2 of this Article shall not prevent a party hereto from applying to a court
of competent jurisdiction for interim protection such as, by way of example, an interim injunction. 17.0 NOTICES: 17.1 All payments, reports and notices or other documents that any of the parties hereto
are required or may desire to deliver to any other party hereto may be delivered only by personal
delivery or by registered or certified mail, telex or telecopy, all postage and other charges
prepaid; at the address for such party set forth below or at such other address as any party may
hereinafter designate in writing to the other party. Any notice personally delivered or sent by
telex or telecopy shall be deemed to have been given or received at the time of delivery, telexing
or telecopying. Any notice mailed as aforesaid shall be deemed to have been received on the
expiration of 5 calendar days after it is posted, provided that if there shall be at the time of
mailing or between the time of mailing and the actual receipt of the notice a mail strike, slow
down or labour dispute which might affect the delivery of the notice by the mails, then the notice
shall only be effected if actually received. If to the University:
    
    The Managing DirectorUniversity  Industry Liaison OfficeUniversity of British ColumbiaIRC 331  2194 Health Sciences MallVancouver, BC V6T 1Z3Telephone:
    
    (604) 822-8580Telecopier:
    
    (604) 822-8589




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##### 



- 14 - If to the Licensee:
    
    CEOGBNEMAX PHARMACEUTICALS INC.,1260 - 999 West Hastings Street,Vancouver, BC V6C 2W2Telephone:
    
    (604) 683 6640Telecopier:
    
    (604) 683 6650
 If to Jefferies:
   Dr. Wilfred A. Jefferies, Professor2222 Health Sciences MallVancouver, BC V6T 1Z3Telephone:
    
    (604) 822-6961Telecopier:
    
    (604) 822-7815
 18.0 TERM: 18.1 This Agreement and the licence granted hereunder shall terminate on the expiration
of a term of 15 years from the Date of Commencement or the expiration of the last patent obtained
pursuant to Article 7 herein, whichever event shall last occur, unless earlier terminated pursuant
to Article 19 herein. 19.0 TERMINATION: 19.1 This Agreement shall automatically and immediately terminate without notice to the
Licensee if any proceeding under the Bankruptcy and Insolvency Act of Canada, or any other statute
of similar purport, is commenced by or against the Licensee. 19.2 The University may, at its option, terminate this Agreement immediately on the
happening of any one or more of the following events by delivering notice in writing to that effect
to the Licensee:  (1)
    if the Licensee becomes insolvent;(2)
    if any execution, sequestration, or any other process of any court becomes
enforceable against the Licensee or if any such process is levied on the rights under
this Agreement or upon any of the monies due to the University and is not released
or satisfied by the Licensee within 30 calendar days thereafter;(3)
    if any resolution is passed or order made or other steps taken for the winding
up, liquidation or other termination of the existence of the Licensee;(4)
    if the Licensee is more than 30 calendar days in arrears of any monies that are
due to the University under the terms of this Agreement;(5)
    if the Technology or any Improvements becomes subject to any security interest,
lien, charge or encumbrance in favour of any third party claiming through the Licensee;




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- 15 -  (6)
    if the Licensee ceases or threatens to cease to carry on its business;(7)
    if any part of the Licensees business relating to this Agreement is
transferred to a subsidiary or associated company without the prior written consent of the
University, such consent not to be unreasonably withheld except as provided in paragraph 19.3;(8)
    if the Licensee commits any breach of any of paragraphs 4.1, 10.1,10.2 and 14;(9)
    if it is determined, pursuant to paragraph 12.2, that the Licensee is in
breach of paragraph 11.1; or(10)
    if any sublicensee of the Licensee is in breach of its sublicence agreement
with the Licensee and the Licensee does not cause such sublicensee to cure such default
within 30 calendar days of receipt of written notice from the University requiring
that the Licensee cause such sublicensee to cure such default, or failing such cure
terminate such sublicense. 19.3     The University shall not withhold its consent pursuant to subparagraph 19.2(g) unless
the granting of such consent would result in the University having a contractual relationship with
an entity with whom the University is prohibited from contracting with pursuant to its then
existing policies. 19.4     Other
than as set out in paragraphs 19.1 and 19.2, if either party shall be in default
under or shall fail to comply with the terms of this Agreement then the non-defaulting party shall
have the right to terminate this Agreement by written notice to that effect if:  (1)
    such default is reasonably curable within 30 calendar days after receipt of
notice of such default and such default or failure to comply is not cured within 30 calendar
days after receipt of written notice thereof, or(2)
    such default is not reasonably curable within 30 calendar days after receipt
of written notice thereof, and such default or failure to comply is not cured within such
further reasonable period of time as may be necessary for the curing of such default or
failure to comply. 19.5 If this Agreement is terminated pursuant to any of paragraphs 19.1, 19.2, or 19.4, the
Licensee shall make any payments accrued to the University prior to termination as set out in
paragraphs 6.3 and 10.3 , and the University may proceed to enforce payment of all outstanding
payment owed to the University and to exercise any or all of the rights and remedies contained
herein or otherwise available to the University by law or in equity, successively or
concurrently, at the option of the University. Upon any such termination of this Agreement, the
Licensee shall forthwith deliver up to the University all Technology and any Improvements in its
possession or control and shall have no further right of any nature whatsoever in the Technology
or any Improvements. On the failure of the Licensee to so deliver up the Technology and any
Improvements, the University may immediately and without notice enter the Licensees premises and
take possession of the Technology and any Improvements. The Licensee will pay all charges




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- 16 - or expenses incurred by the University in the enforcement of its rights or remedies against
the Licensee and including, without limitation, the Universitys legal fees and
disbursements on an indemnity basis. 19.6 The Licensee shall cease to use the Technology or any Improvements in any manner
whatsoever or to manufacture or sell the Products within 5 calendar days from the Effective
Date of Termination. The Licensee shall then deliver or cause to be delivered to the University
an accounting within 30 days from the Effective Date of Termination. The accounting will
specify, in or on such terms as the University may in its sole discretion require, the inventory or
stock of Products manufactured and remaining unsold on the Effective Date of Termination. The
University will instruct that the unsold Products be stored, destroyed, or sold under its direction,
provided the Agreement was terminated pursuant to paragraphs 19.2 or 19.4. Without limiting the
generality of the foregoing, if the Agreement was terminated pursuant to paragraph 19.1, the unsold
Products will not be sold by any party without the prior written consent of the University. 19.7 Notwithstanding the termination of this Agreement, paragraph 13.1 shall remain in
full force and effect until three years after any other claim or claims of any nature or
kind whatsoever of the University against the Licensee has been settled. 20.0 MISCELLANEOUS COVENANTS OF LICENSEE: 20.1 The Licensee hereby represents and warrants to the University that the Licensee is
a corporation duly organized, existing and in good standing under the laws of the State
of Delaware and has the power, authority and capacity to enter into this Agreement and to carry out the
transactions contemplated by this Agreement, all of which have been duly and validly
authorized by all requisite corporate proceedings. 20.2 The Licensee represents and warrants that it has the expertise necessary to handle the
Technology and any Improvements with care and without danger to the Licensee, its employees,
agents, or the public. The Licensee shall not accept delivery of the Technology or any
Improvements until it has requested and received from the University all necessary
information and advice to ensure that it is capable of handling the Technology and any Improvements in a
safe and prudent manner. 20.3 The Licensee shall comply with all laws, regulations and ordinances, whether Federal,
Provincial, Municipal or otherwise, with respect to the Technology and any Improvements
and/or this Agreement. 20.4 Upon the presentation of itemized bills to the Licensee by the University, the
Licensee shall pay all reasonable legal expenses and costs incurred by the University in
respect of any consents and approvals required from the University in connection with the entering into
of this Agreement, and including but not limited to expenses and costs in respect of the
Universitys review of any sublicences to be granted by the Licensee. 20.5 The Licensee shall pay all taxes and any related interest or penalty howsoever
designated and imposed as a result of the existence or operation of this Agreement, and
including,




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- 17 - but not limited to, tax which the Licensee is required to withhold or deduct from payments to the
University. The Licensee will furnish to the University such evidence as may be required by
Canadian authorities to establish that any such tax has been paid.. If the University is required
to collect a tax to be paid by the Licensee or any of its sublicensees, the Licensee shall pay
such tax to the University on demand. 21.0 COVENANTS OF JEFFERIES 21.1 Jefferies acknowledges that under the terms of his employment with the University,
the Technology and any Improvements are the property of the University and pursuant to the
Universitys Patent and Licensing Policy, he is entitled to certain present benefits and possible
future benefits arising from the commercialization of the Technology, and Jefferies acknowledges and
agrees that he has elected to and does hereby waive his entitlement to all such benefits
absolutely. 21.2 Jefferies acknowledges that any Improvements with respect to the Technology which
are developed, invented or discovered while Jefferies is an employee of the University shall be the
absolute property of the University and shall become a part of and be subject to the terms of this
Agreement. 21.3 By electing to waive his entitlement in all benefits accruing under the Patent and
Licensing Policy as referred to in paragraph 21. 1 above, and by entering into this Agreement,
Jefferies acknowledges that he has not sought nor been given any legal advice by any University
employee nor the Universitys legal counsel. 22.0 GENERAL: 22.1 The Licensee shall permit any duly authorized representative of the University, during
normal business hours and at the Universitys sole risk and expense, to enter upon and into any
premises of the Licensee for the purpose of inspecting the Products and the manner of their
manufacture and generally of ascertaining whether or not the provisions of this Agreement have
been, are being, or will be complied with by the Licensee. 22.2 Nothing contained herein shall be deemed or construed to create between the parties
hereto a partnership or joint venture. No party shall have the authority to act on behalf of any
other party, or to commit any other party in any manner or cause whatsoever or to use any other partys
name in any way not specifically authorized by this Agreement. No party shall be liable for any
act, omission, representation, obligation or debt of any other party, even if informed of such act,
omission, representation, obligation or debt. 22.3 Subject to the limitations hereinbefore expressed, this Agreement shall enure to the
benefit of and be binding upon the parties and their respective successors and permitted assigns. 22.4 No condoning, excusing or overlooking by any party of any default, breach or
non-observance by any other party at any time or times in respect of any covenants, provisos or
conditions of this Agreement shall operate as a waiver of such partys rights under this Agreement
in respect of any continuing or subsequent default, breach or non-observance, so as to defeat in
any




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- 18 - way the rights of such party in respect of any such continuing or subsequent default or breach,
and no waiver shall be inferred from or implied by anything done or omitted by such party, save
only an express waiver in writing. 22.5 No exercise of a specific right or remedy by any party precludes it from or prejudices
it in exercising another right or pursuing another remedy or maintaining an action to which it may
otherwise be entitled either at law or in equity. 22.6 Marginal headings as used in this Agreement are for the convenience of reference
only and do not form a part of this Agreement and are not be used in the interpretation hereof. 22.7 The terms and provisions, covenants and conditions contained in this Agreement
which by the terms hereof require their performance by the parties hereto after the expiration or
termination of this Agreement shall be and remain in force notwithstanding such expiration or other
termination of this Agreement or any provisions thereof for any reason whatsoever. 22.8 In the event that any Article, section, clause, paragraph or subparagraph of this
Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable,
the entire agreement shall not fail on account thereof, and the balance of the Agreement shall continue
in full force and effect. 22.9 The parties hereto acknowledge that the law firm of Richards Buell Sutton has acted
solely for the University in connection with this Agreement and that the Licensee have been advised
to seek independent legal advice in connection with its review and execution of this Agreement. 22.10 This Agreement sets forth the entire understanding between the parties and no
modifications hereof shall be binding unless executed in writing by the parties hereto. 22.11 Time shall be of the essence of this Agreement.




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- 19 - 22.12 Whenever the singular or masculine or neuter is used throughout this Agreement
the same shall be construed as meaning the plural or feminine or body corporate when
the context or the parties hereto may require. IN WITNESS WHEREOF the
parties hereto have hereunto executed this Agreement on the
6 day of March,
 2000
but effective as of the Date of Commencement. SIGNED FOR AND ON BEHALF OF
    )the university of british columbia
    )by its duly authorized officers:
    ))/s/ Angus Livingstone
    )Authorized Signatory
    )))Authorized Signatory
    )SIGNED FOR AND BEHALF OF
    )genemax pharmaceuticals inc.
    )by its duly authorized officer:
    )))/s/
Ronald L. HandFord
    )Authorized Signatory
    )
 WITNESSED BY:
    
    
    )
)
)/s/ P. R. Wells
    )
    
    
    
    
    /s/ Wilfred A. JefferiesSignature
    
    P. R. Wells
    )

    
    
    
    
    dr. wilfredA. jefferiesUBC
    )Address
    
    IRC 331 2194
    )Health Science Mall,
    )Vancover
    )V6T 123
    )




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- 20 - SCHEDULE A DESCRIPTION OF TECHNOLOGY UILO 95-015 Method of Enhancing Expression of MHC-Class 1 Molecules Bearing Endogenous Peptides
and any and all improvements, variations, updates, modifications, and enhancements thereto, and UILO 95-010 Method of Identifying MHC-Class 1 Restricted Antigens Endogenously Processed by a
Cellular Secretory Pathway and any and all improvements, variations, updates, modifications,
and enhancements thereto Patent numbers: UILO 95-015
US SN 08/817,731 (Application)
Japan SN 510486/1996 (Application)
Europe Designating: France, UK, Germany, Switzerland
SN 95931866.8 (Application) UILO 95-010
US 5,792,604 (Issued)
Japan SN 532142/1997 (Application)
Europe, Designating all countries: EP 97906062.1 (Application)




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SCHEDULE B

DESCRIPTION OF PROJECT




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Research Plan: Objective:To develop an intervention strategy that will stimulate the immune system to recognize
TAP-1 deficient tumors. Specific Aims:  1.
    Engineer recombinant gene transfer vectors containing TAP-1 gene.2.
    Screen and select tumor cell lines and resected tumors for TAP-1 deficiency.3.
    Treat mice bearing TAP-1 deficient tumors with gene transfer vectors containing TAP-1 gene.4.
    Determine tumor antigens and specific CTL responses in treated mice.5.
    Begin phase 1 clinical trial in humans. Development Program The first year of the research program includes three parallel projects.  1.
    Selection, construction and testing of gene transfer vectors.2.
    Screening of murine tumor cell lines for TAP deficiency.
Transfection of cell lines with
TAP-1 and selection of clones that express TAP.3.
    Optimize treatment of CMT.64 tumor bearing mice with vaccinia TAP-1 vector by titration of
tumor load and vector dose.4.
    Establish Scientific Advisory Board The second year of the program will focus on preparation for IND submission to FDA.  1.
    Development of protocols for ADME and toxicology studies for GLP.2.
    Production of gene therapy vector in GMP facility3.
    Development of clinical protocol for phase I (GCP) The third year of the program will focus on clinical trials.




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GeneMax Pharmaceuticals Inc. Work Plan: Project Title:Novel Immunotherapy for Malignant Carcinoma Background: Many cancers exist because the immune system is unable to detect the malignant
cells. In a significant number of tumors, antigen presentation by MHC class I is impaired because
of low or absent expression of transporters associated with antigen processing protein, TAP-1 and
TAP-2. The low expression of TAP molecules inhibits the formation of the ternary complex composed
of tumor antigen peptide, MHC class I and
b2. This results in a lack of cell surface MHC class
I expression and tumor antigen presentation. As a consequence, specific cytotoxic T lymphocytes
(CTL) are unable to recognize and destroy the malignant cells. We plan to develop a gene therapy
that will increase TAP expression in TAP deficient tumors leading to reconstitution of MHC class I
expression and tumor antigen presentation. This will in turn invoke a specific CTL response killing
the malignant cells thus providing protection against tumor induced mortality. As an initial proof of concept, murine small cell lung carcinoma cells (CMT.64), deficient in both
TAP-1 and TAP-1 subunits, were transfected with the cDNA for TAP-1 alone. The transfected cells
were transferred into syngenic mice (C57 B1/6J). As a control for TAP-1 activity, wild type CMT.64
cells were transferred into mice. Eighty percent of the mice given TAP-1 transfected CMT.64 cells,
survived. No mice survived the transfer of control wild type CMT.64 cells. In addition we showed
that the transfected tumor cells were killed by a specific CTL response. The increased expression
of TAP-1 by the tumor cells stimulated the immuno-surveillance networks of the mice to kill the
tumors. As an intervention strategy
we constructed a recombinant gene transfer vector (Vaccinia Virus
(VV))
containing the TAP-1 gene (VV-TAP-1). We transferred 105 CMT.64 tumor cells into mice. On the first
and seventh day after tumor transfer mice were inocultated with
106 pfu of VV-TAP-1. Mice treated
with the VV-TAP-1 lived twice as long as control mice after 90 days with 25% of the treated mice
cured. No mice treated with the control vector survived. We propose to develop further this
intervention strategy in order stimulate a specific CTL response against TAP deficient tumors.




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GeneMax Pharmaceuticals Inc. UBC Research Agreement Project Title: Biologic Screen for Identifying Immuno-modulating Drugs and Tumor Antigens Background and Description of Technology Cytotoxic T-lymphocytes (CTL) recognize antigenic peptides bound to MHC class I molecules on the
surface of cells infected with virus. Antigenic peptides are predominantly generated from
cyoplasmic proteins by the action of the proteasome, a multi-catylitic proteinase complex. The
peptides enter the endoplasmic reticulum by the transports associated with antigen processing (TAP)
and bind to the MHC class I molecules before transport to the cell surface. Recently the active
secretion of antigenic peptides derived from the vesicular stomatitis virus nucleoprotein
independent of MHC class I but dependant of TAP expression has been discovered. These secreted
peptides can bind to empty MHC class I molecules on the surface of uninfected cells making then
susceptible to specific CTL killing. This phenomenon, if generalized to other antigens, is the
basis for an assay that can measure the modulation of the MHC class I restricted antigen-processing
pathway. These peptides if overproduced or unbound to MHC class I are secreted into the medium. The
medium is transferred to uninfected cells and the secreted peptides bind to empty MHC class I
molecules on the cell surface. These cells are now susceptible to specific CTL killing. The amount
of killing is proportional to the amount of antigenic peptide transferred in the medium. In this
way the activity of the antigen-processing pathway in response to a combinatorial chemistry library
or natural product library can be quantified. This will allow the identification of lead drug
candidates that either stimulate or inhibit antigen production. These molecules will become lead
drug candidates in diseases such as cancer, autoimmune diseases, graft versus host disease
(transplant tissue rejection), and infectious disease. Research Plan: Objective:To develop an assay to identify immuno-modulatory compounds. Specific Aims:  1.
    Generalize the assay2.
    Simplify assay protocol3.
    Obtain and screen combinatorial and natural product libraries.4.
    Partner with firms for further development lead drug candidates. The first year of the research program includes three parallel projects.  1.
    In order to generalize the assay the secretion of other antigens will be investigated.




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2.
    The reporter system of the assay will be modified to use fluorescence instead of radioactivity.3.
    Synthesize combinatorial libraries of organic molecules and peptides. The second year of the research program includes:  1.
    Screening of combinatorial libraries for compounds that either inhibit or stimulate
antigen secretion.2.
    Identify target of stimulatory and inhibitory compounds.3.
    Partner with other firms to develop further lead drug candidates. Position
    
    
    Salary per annum
    
    
    Benefits
    
    
    TotalResearch Associate
    
    
    45,000
    
    
    9,900
    
    
    54,900post-doc
    
    
    32,000
    
    
    7,040
    
    
    39,040post-doc
    
    
    32,000
    
    
    7,040
    
    
    39,040Research Assistant V
    
    
    40,000
    
    
    8,800
    
    
    48,800Research Assistant III
    
    
    30,000
    
    
    6,600
    
    
    36,600Research Assistant III
    
    
    30,000
    
    
    6,600
    
    
    36,600Research Assistant III
    
    
    30,000
    
    
    6,600
    
    
    36,600SUM7
    
    
    239,000
    
    
    52,580
    
    
    291,580
 Consumables
    
    70,000Sub total
    
    361,580Overhead 38%
    
    137,400Total
    
    498,980




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SCHEDULE C LIST OF SPONSOR
EQUIPMENT




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Tissue Culture 2 tissue C02 incubators
1 inverted microscope
1 shaking water bath
1 liquid nitrogen flask Centrifuge 2 bench top microcentriruges
1 refrigerated centrifuge for cells Refrigerators 1 4°C refrigerator
1 -20°C freezer Analytic
Equipment
Spectrophotometer
PCR thermocycler
1 flourescence microscope
1 flouresence plate reader General Laboratory Equipment 3 vortex genie
1 dry bath
2 orbital shakers
1 rocker shaker
pH meter and electrode
2 stirring hot plates
2 stirring plates
3 water baths
1 37°C incubator for bacteria
1 incubator shaker for bacteria
Deionized water system
3 - 1000 pipette
3 - 200 pipette
3 - 20 pipette
1 - 2 pipette
3 pipette aid




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Electrophoresis
3 power supplies
3 gel electrophoresis apparatuses for SDS-PAGE
3 gel electrophoresis apparatuses for agarose
1 gel drying system
UV light box and camera
4 x-ray film cassette
1 geiger counter hand held monitor
1 Perspex radiation shield
1 small Perspex radiation shield storage box
1 large Perspex radiation shield storage box 1 Dissecting scope
1 fiber optic lamp
1 peristaltic pump