Unassociated Document


    C-99-3

    THIS
      AGREEMENT EFFECTIVE THE 1ST
      DAY
      OF
      NOVEMBER, 1999

     

    BETWEEN: 

     

    THROMBOTICS
      INC.

     (Hereinafter
      called "Thrombotics")

    OF
      THE FIRST PART

    
      - and-

       

    

    NOVOLYTIC
      INC.

    
      (Hereinafter
        called "Novolytic")

    

     OF
      THE
      SECOND PART

    -and
      -

     

    ALTAREX
      CORP

    (Hereinafter
      called "AltaRex")

     

     

    OF
      THE
      THIRD PART


     

    


     

    ROYALTY
      ASSIGNMENT AGREEMENT

     

    WHEREAS:

     

    	A.  	
            AltaRex
              and Thrombotics entered into a Royalty Agreement dated September 10,
              1999
              (the "AGREEMENT").

          


     

    	B.  	
            Thrombotics
              desires to assign all of its respective interests, obligations and
              rights
              under the Agreement to Novolytic.

          


     

    NOW
      THEREFORE
      IN
      CONSIDERATION of the sum of ONE ($1.00) DOLLAR, and such other valuable
      consideration, the receipt of which is hereby acknowledged, THE
      PARTIES AGREE:

     

    1. ASSIGNMENT

     

    a. Thrombotics
      hereby transfers and assigns unto Novolytic all of its rights, title
      and
      interest
      in and to the Agreement effective at the close of business November 1,
      1999.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    	b.  	
            Novolytic
              hereby agrees and undertakes to assume the obligations of Thrombotics
              as
              set out in the Agreement as and from November 1,
              1999.

          


     

    	c.  	
            Novolytic
              acknowledges that it has reviewed and is familiar with the terms of
              the
              Agreement and covenants with Thrombotics to perform the obligations
              of
              Thrombotics thereunder.

          


     

    	d.  	
            Thrombotics
              agrees that the Agreement is in good standing, that neither party is
              in
              default and that no notice has been given by either party with respect
              to
              any options, option rights, arbitration, dispute resolution or other
              rights that either party may have under the
              Agreement.

          


     

    2.  INDEMNITY

     

    
      	
            	a.	
              Novolytic
                does hereby undertake to indemnify, protect and hold harmless Thrombotics
                and their respective heirs, executors, successors and assigns of
                and from
                and in respect of any liability, loss, expense, damage, costs or
                other
                claim whatsoever in any way
                relating
                to or arising from or by reason of the operation of Agreement as
                and from
                November 1, 1999.

            


    

     

    3.  GENERAL

     

      

    	a. 	Time is of the essence.


    	b.  	
            This
              agreement shall be governed in accordance with the laws of the Province
              of
              Alberta.

          


    	c.  	
            This
              agreement shall enure to the benefit of and be binding upon the parties
              hereto and their respective successors and
              assigns.

          


    	d.  	
            AltaRex
              hereby acknowledges receipt of a copy of this Agreement and consents
              to
              the transfer of "Confidential Information" to Novolytic and the assignment
              of
              this Agreement.

          


     

    IN
      WITNESS WHEREOF the parties hereto have executed this Agreement by the
      hands
      of their
      proper officers as of the date and year first above written.

     

    
      	
              NOVOLYTIC
                INC.

            	 	 	THROMBOTICS INC. 
	 	 	 	 
	/s/ 	 	 	/s/ 
	
              

            	 	 	
              

            
	
            	 	 	 


    

     

    
      	 	 	 	 
	
              ALTAREX
                CORP 

            	 	 	 
	 	 	 	 
	/s/