Exhibit 10.4
**NON-DISCLOSURE AGREEMENT**
This Agreement is effectiveas of October 3, 2002
BETWEEN:
THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the *University Act*ofBritish Columbia and having offices at IRC 331 – 2194 Health Sciences Mall, Vancouver,British Columbia, V6T 1Z3, Attention: Director, University-Industry Liaison Office,Telephone: (604) 822-8580, Facsimile: (604) 822-8589
(the “University”)
AND:
GENEMAX PHARMACEUTICALS INC. having an office at Suite 400 -1681 Chestnut Street,Vancouver, BC, Canada, V6J 4M6, Attention: Ronald Handford, President and CEO, Telephone:(604) 733-9835 Facsimile:
(the “Recipient”)
The University will provide the Recipient with certain confidential and proprietaryinformation on the following terms and conditions:
**1.****ConfidentialInformation.**  The University will provide the Recipient with informationrelating to “Method for Identifying New Tumor Antigens (UILO File No. 02-083), and A Screen forRegulators of Antigenicity in Tumour and Normal Cells (UILO File No. 03-048)” (the “Information”)which includes, without limitation, any and all trade secrets, know-how, show-how, concepts,discoveries, inventions, research or technical data, and any other proprietary information.However, Recipient is under no obligation to maintain the confidentiality of Information whichRecipient can show:
(a)  was public knowledge at the time of its disclosure to the Recipient, (b)  became public knowledge during the term of this Agreement through no act orfault of the Recipient, (c)  was in the possession of the Recipient prior to its disclosure, or (d)  was lawfully acquired by the Recipient from a third party who was notunder an obligation of confidentiality to the University.
**2.****Ownership.**  The Information is and will at all times remain the exclusive property of theUniversity and nothing in this Agreement grants the Recipient any right, title, interest orlicence, implied or otherwise, in or to the Information.
**3.****NoRepresentation or Warranty.**  The Recipient acknowledges and agrees that theInformation is experimental in nature and that THE UNIVERSITY MAKES NO REPRESENTATION OR WARRANTY,WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE INFORMATION, INCLUDING ANY REPRESENTATION ORWARRANTY AS TO ITS ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ORNON- INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS.
**4. Use.**  The Recipient will not use the Information for any purpose other than to evaluatethe Information for commercial potential. Without limiting the generality of the foregoing, theRecipient will not use the Information to develop, or cause to develop, all or part of any processor product whether for
 

 

internal use or for commercial purposes. The Recipient hereby indemnifies, holds harmless anddefends the University, its Board of Governors, directors, officers, employees, faculty, studentsand agents against any and all claims, demands, liabilities and expenses (including reasonablelegal fees and disbursements), whether direct, indirect, consequential or otherwise, resulting froma breach of this provision or any other provision of this Agreement.
**5.****Term.** The term of this Agreement will begin on the date of this Agreement and will endon October 3, 2005 unless terminated earlier by one party upon giving the other party at least 30days written notice.
**6.****Non-Disclosure.** Recipient will use best efforts to maintain the confidentiality of theInformation both during and after the term of this Agreement and will not disclose the Informationto any third party without the prior written consent of the University for a period of three yearsfrom the date of this Agreement.
**7.****Return or Destruction of Information.** At the written request of the University or uponexpiry or earlier termination of this Agreement, Recipient will, on the direction of theUniversity, return or destroy the Information and will not retain any photocopy or otherreproduction of any part of the Information.
**8.****No Waiver.** No provision of this Agreement will be deemed waived or any breach excused,unless such waiver or consent excusing the breach is in writing and signed by the University. Awaiver of a provision of this Agreement will not be construed to be a waiver of a subsequent breachof the same provision.
**9.****Assignment.** The Recipient will not assign all or part of this Agreement without theprior writter consent of the University.
**10.****Entire Agreement and Counterpart.** This Agreement contains the entire agreement andunderstanding of the parties with respect to its subject matter and supersedes all prior proposals,negotiations, agreements, understandings, representations and warranties of any form or nature,whether oral or written, and whether express or implied, which may have been entered into betweenthe parties relating to its subject matter. This Agreement may be signed in counterparts and faxedto the other party or parties, and each counterpart, together with the other counterparts willconstitute the entire Agreement.
**11.****Governing Law and Jurisdiction.** This Agreement will be governed by and construed underthe laws of British Columbia and the applicable laws of Canada without reference to its conflict oflaw rules. Any action or proceeding brought to enforce the terms of this Agreement will be broughtin a court in Vancouver, British Columbia, and the parties hereby consent and submit to theexclusive jurisdiction of such court.
IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.  **UNIVERSITY OF BRITISH COLUMBIA** **GENEMAX PHARMACEUTICALS INC.**by its duly authorized officer: by its duly, authorized officer:   /s/ David Jones /s/ Ronald Handford   David Jones, Associate Director Name: Ronald HandfordUniversity — Industry Liaison Office Title: President and CEO
 

 

Internal use or forcommercial purposes. The Recipient hereby indemnifies, holds harmless anddefends the University, its Board of Governors, directors, officers, employees, faculty, studentsand agents against any and all claims, demands, liabilities and expenses (including reasonablelegal fees and disbursements), whether direct, indirect, consequential or otherwise resulting from abreach of this provision or any other provision of this Agreement.
**5.****TERM.** Theterm of this Agreement will begin on the date of this Agreement and will end onOctober 3, 2005 unless terminated earlier by one party upon giving the otherparty at least 30 days written notice.
**6.****Non-Disclosure.** Recipient will use best efforts to maintain the confidentiality of theInformation both during and after the term of this Agreement and willnot disclose the Informationto any third party without the prior written consent of the University for a period of three yearsfrom the date of this Agreement.
**7.****Return orDestruction of Information.** At the written request of the University or uponexpiry or earlier termination of this Agreement, Recipient will onthe direction of the University,destroy the Information and will not retain any photocopy or other reproduction of my part of theInformation.
**8.****No Waiver.** No provision of this Agreement will be deemed waived or any breach excused,unless such waiver or consent excusing the breach is in writing and signed by the University. Awaiver of a provision of this Agreement will not be constructed to be a wavier of a subsequentbreach of the same provision.
**9.****Assignment.** The recipient will not assign all or part of this Agreement without the priorwritten consent of the University.
**10.****EntireAgreement and Counterpart.** This Agreement contains the entire agreement andunderstanding of the parties with respect to its subject matter and supersedes all prior proposals,negotiations, agreements, understandings, representations and warranties of any form or nature,whether oral or written, and whether express or implied, which may have been entered into betweenthe parties relating to its subject matter. This Agreement may be signed in counterparts and faxedto the other party or parties, and each counterparts together withthe other counterparts willconstitute the entire Agreement.
**11.****Governing Law and Jurisdiction.** The Agreement will be governed by and construct underthe laws of British Columbia and the applicable laws of Canada without reference to its conflict oflaw rules. Any action or proceeding brought to enforce the terms of this Agreement will be broughtin a court in Vancouver, British Columbia, and the parties hereby consent and submit to theexclusive jurisdiction of such court.
IN WITNESS WHEREOF theparties have executed this Agreement on the date first written above.   **UNIVERSITY OF BRITISH COLUMBIA** **GENEMAX PHARMACEUTICALS INC.**by its duly authorized officer by its duly authorized officer:   /s/ David Jones /s/ Ronald Handford   David Jones, Associate Director Name : Ronald HandfordUniversity-Industry Liaison Office Title: President and CEO