Exhibit
      10.5

    


    Portions
      herein identified by [***] have been omitted pursuant to a request for
      confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
      A complete copy of this document has been filed separately with the Securities
      and Exchange Commission.

    


     

    


     

    UBC
      SUBLICENCE AGREEMENT


     

     

    BY
      AND BETWEEN

    


     

    HANA
      PHARMACEUTICALS CORPORATION

    
 

     

    AND

    


     

    INEX
      PHARMACEUTICALS CORPORATION

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SUBLICENCE
      AGREEMENT

     

    Table
      of Contents

     

    
      	
              Article
                1 DEFINITIONS

            	
              1

            
	
              1.1

            	
              Definitions

            	
              1

            
	
              1.2

            	
              Other
                Definitions

            	
              13

            
	 	 	 
	
              Article
                2 PROPERTY RIGHTS IN AND TO THE TECHNOLOGY

            	13
	
              2.1

            	
              University’s
                Intellectual Property Rights

            	
              13

            
	 	 	 
	
              Article
                3 GRANT OF SUBLICENCE TO HANA

            	
              14

            
	
              3.1

            	
              Sublicense
                Grant To Hana

            	
              14

            
	
              3.2

            	
              License
                Grant to INEX

            	
              14

            
	
              3.3

            	
              Compliance
                with UBC License

            	
              14

            
	
              3.4

            	
              Payment
                of Taxes

            	
              14

            
	 	 	 
	
              Article
                4 SUBLICENSING BY HANA

            	
              15

            
	
              4.1

            	
              UBC
                Consent

            	
              15

            
	
              4.2

            	
              Sublicenses
                to Affiliates

            	
              15

            
	
              4.3

            	
              Furnish
                Sublicense Post Execution

            	
              15

            
	
              4.4

            	
              Covenants
                by Hana’s Sublicensee

            	
              15

            
	
              4.5

            	
              Covenants
                by Hana

            	
              16

            
	
              4.6

            	
              Covenants
                by Hana’s Sublicensee

            	
              17

            
	
              4.7

            	
              Confirmation
                from the University

            	
              17

            
	 	 	 
	
              Article
                5 ROYALTIES AND CONSIDERATION

            	
              17

            
	
              5.1

            	
              Assumption
                of Royalty Obligations

            	
              17

            
	
              5.2

            	
              Royalty
                Due UBC

            	
              18

            
	
              5.3

            	
              Rates
                Established by UBC License

            	
              18

            
	
              5.4

            	
              One
                Royalty Per Product Payable to UBC

            	
              18

            
	
              5.5

            	
              Payment
                of Royalty Due UBC

            	
              19

            
	
              5.6

            	
              Interest
                Due to University

            	
              20

            
	
              5.7

            	
              Sublicensing
                and Royalty Payments to INEX

            	
              21

            
	 	 	 
	
              Article
                6 PATENTS

            	
              31

            
	
              6.1

            	
              IP
                Committee

            	
              31

            
	
              6.2

            	
              Responsibility
                for Patent Prosecution and Maintenance

            	
              31

            
	
              6.3

            	
              Identification
                of Additional Process or Use

            	
              32

            
	
              6.4

            	
              Issuance
                of Patent

            	
              33

            
	
              6.5

            	
              Improvements

            	
              33

            
	
              6.6

            	
              Consultation
                and Reporting

            	
              33

            
	
              6.7

            	
              Reports

            	
              34

            
	
              6.8

            	
              Abandonment,
                Withdrawal or Discontinuance

            	
              34

            
	
              6.9

            	
              Costs
                of Patent Application, Prosecution and Maintenance

            	
              36

            
	
              6.10

            	
              Late
                Payments

            	
              37

            
	
              6.11

            	
              Co-operation

            	
              37

            
	
              6.12

            	
              Injunctive
                Relief

            	
              37

            
	 	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Article
                7 DISCLAIMERS, REPRESENTATIONS AND WARRANTIES

            	
              37

            
	
              7.1

            	
              Disclaimer

            	
              37

            
	
              7.2

            	
              International
                Sale of Goods Act Not Applicable

            	
              38

            
	
              7.3

            	
              No
                Implied Warranties

            	
              38

            
	
              7.4

            	
              Limited
                Warranty

            	
              38

            
	
              7.5

            	
              Conduct
                of Infringement Proceedings

            	
              38

            
	
              7.6

            	
              Breach
                of Confidence Proceedings

            	
              40

            
	
              7.7

            	
              Defense
                of Infringement Proceedings

            	
              40

            
	
              7.8

            	
              Co-operation
                with Other Licensees

            	
              42

            
	
              7.9

            	
              Hana
                Representations and Warranties

            	
              42

            
	
              7.10

            	
              INEX
                Representations and Warranties

            	
              43

            
	 	 	 
	
              Article
                8 INDEMNITY AND LIMITATION OF LIABILITY

            	
              44

            
	
              8.1

            	
              Rights
                of the University

            	
              44

            
	
              8.2

            	
              Indemnification
                by INEX

            	
              45

            
	
              8.3

            	
              Indemnification
                by Hana

            	
              45

            
	
              8.4

            	
              Notice
                of Claims

            	
              46

            
	
              8.5

            	
              Consequential
                Losses

            	
              46

            
	
              8.6

            	
              Action
                Between the Parties

            	
              47

            
	 	 	 
	
              Article
                9 PUBLICATION AND CONFIDENTIALITY

            	
              47

            
	
              9.1

            	
              Treatment
                of Confidential Information

            	
              47

            
	
              9.2

            	
              Publications

            	
              47

            
	
              9.3

            	
              Objections
                to Publication

            	
              48

            
	
              9.4

            	
              Permitted
                Disclosures

            	
              48

            
	
              9.5

            	
              Liability
                for Representatives

            	
              49

            
	
              9.6

            	
              No
                Limitation on Regulatory Compliance

            	
              49

            
	
              9.7

            	
              Return
                of Confidential Information

            	
              50

            
	 	 	 
	
              Article
                10 PRODUCTION AND MARKETING

            	
              50

            
	
              10.1

            	
              No
                Use of Names and Trademarks

            	
              50

            
	
              10.2

            	
              Labeling
                and Patent Marking

            	
              50

            
	
              10.3

            	
              Development
                and Commercialization Efforts

            	
              50

            
	
              10.4

            	
              Consequence
                of No Sales

            	
              52

            
	
              10.5

            	
              Reports
                on Commercialization

            	
              52

            
	
              10.6

            	
              Development
                Plans

            	
              53

            
	
              10.7

            	
              Reports
                on Development

            	
              53

            
	
              10.8

            	
              Regulatory
                Compliance

            	
              53

            
	 	 	 
	
              Article
                11 ACCOUNTING RECORDS

            	
              54

            
	
              11.1

            	
              Documentation

            	
              54

            
	
              11.2

            	
              Reporting

            	
              54

            
	
              11.3

            	
              Method
                of Calculation

            	
              54

            
	
              11.4

            	
              Record
                Retention

            	
              54

            
	
              11.5

            	
              Confidential
                Treatment

            	
              55

            
	 	 	 
	
              Article
                12 INSURANCE

            	
              55

            
	
              12.1

            	
              Insurance

            	
              55

            
	 	 	 
	
              Article
                13 ASSIGNMENT

            	
              56

            
	
              13.1

            	
              Assignment

            	
              56

            
	 	 	 


    

     

     

    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    

     

    
      	
              Article
                14 GOVERNING LAW AND ARBITRATION

            	
              57

            
	
              14.1

            	
              Governing
                Law

            	
              57

            
	
              14.2

            	
              Jurisdiction

            	
              57

            
	
              14.3

            	
              Arbitration

            	
              57

            
	 	 	 
	
              Article
                15 NOTICES

            	
              58

            
	
              15.1

            	
              Notices

            	
              58

            
	 	 	 
	
              Article
                16 TERM

            	 	
              59

            
	
              16.1

            	
              Term

            	
              59

            
	 	 	 
	
              Article
                17 TERMINATION

            	
              59

            
	
              17.1

            	
              Termination
                for Bankruptcy

            	
              59

            
	
              17.2

            	
              Termination
                by INEX

            	
              61

            
	
              17.3

            	
              Termination
                for Invalidity Challenge

            	
              62

            
	
              17.4

            	
              Termination
                for Material Breach

            	
              62

            
	
              17.5

            	
              No
                Limitation on Remedies

            	
              62

            
	
              17.6

            	
              Consequence
                of Termination

            	
              62

            
	
              17.7

            	
              Return
                of Confidential Information

            	
              65

            
	 	 	 
	
              Article
                18 MISCELLANEOUS COVENANTS REQUIRED BY UNIVERSITY

            	
              65

            
	
              18.1

            	
              Miscellaneous
                Covenants of Hana

            	
              65

            
	 	 	 
	
              Article
                19 PRODUCT SAFETY AND REGULATORY COMPLIANCE

            	
              66

            
	
              19.1

            	
              Regulatory
                Responsibilities

            	
              66

            
	
              19.2

            	
              Pharmacovigilance

            	
              66

            
	
              19.3

            	
              Recalls
                and Product Withdrawals

            	
              67

            
	 	 	 
	
              Article
                20 GENERAL PROVISIONS

            	
              67

            
	
              20.1

            	
              UBC
                Requirement

            	
              67

            
	
              20.2

            	
              Amendments

            	
              67

            
	
              20.3

            	
              Counterparts;
                Facsimile

            	
              68

            
	
              20.4

            	
              Enurement

            	
              68

            
	
              20.5

            	
              Exhibits
                / Schedules

            	
              68

            
	
              20.6

            	
              Force
                Majeure

            	
              68

            
	
              20.7

            	
              Further
                Assurances

            	
              68

            
	
              20.8

            	
              Headings

            	
              68

            
	
              20.9

            	
              Incorporation
                by Reference

            	
              68

            
	
              20.10

            	
              Independent
                Legal Advice

            	
              68

            
	
              20.11

            	
              Non-Use
                of Names

            	
              69

            
	
              20.12

            	
              No
                Implied Rights

            	
              69

            
	
              20.13

            	
              No
                Solicitation or Hiring of Employees

            	
              69

            
	
              20.14

            	
              No
                Waiver

            	
              69

            
	
              20.15

            	
              Publicity

            	
              69

            
	
              20.16

            	
              Relationship
                of Parties

            	
              69

            
	
              20.17

            	
              Rights
                and Remedies

            	
              70

            
	
              20.18

            	
              Severability

            	
              70

            
	
              20.19

            	
              Survival

            	
              71

            
	
              20.20

            	
              Wording

            	
              71

            
	
              20.21

            	Supremacy	71


    

    


     

    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

    

     

    SUBLICENCE
      AGREEMENT

     

     

    THIS
      AGREEMENT is dated effective May 6, 2006.

     

    BETWEEN:

     

    INEX
      PHARMACEUTICALS CORPORATION,
      a
      company duly incorporated under the laws of British Columbia having an office
      at
      #200 - 8900 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J
      5J8

     

    (“INEX") 

     

    AND:

     

    HANA
      BIOSCIENCES, INC.,
      a
      company duly incorporated under the laws of Delaware having an office at 400
      Oyster Point Boulevard, Suite 215, South San Francisco, CA 94080,
      U.S.A.

     

    ("Hana")

    WHEREAS:

     

    
      	A.  	
              Pursuant
                to a License Agreement between INEX and the University of British
                Columbia
                (the “University”)
                dated effective July 1, 1998, the University has exclusively licensed
                to
                INEX, certain patents and technology invented, developed and/or acquired
                by the University relating to liposomal drug delivery
                technologies.

            


    

     

    
      	B.  	
              Pursuant
                to an Asset Purchase Agreement between INEX and Hana dated May 6,
                2006
                (the “Asset
                Purchase Agreement”),
                INEX wishes to sublicense to Hana, certain of the patents and technology
                licensed by the University to INEX relating to ionophore loading
                and
                sphingosome preparation, including methods and apparatus, for use
                solely
                within the Hana Field (as hereinafter
                defined).

            


    

     

    
      	C.  	
              INEX
                and Hana desire to set out in this Agreement the terms and conditions
                which will govern the Parties’ respective rights and obligations in
                respect of the sublicensed patents and technology relating to ionophore
                loading and sphingosome preparation, including methods and
                apparatus.

            


    

     

    NOW
      THEREFORE, in consideration of the covenants, rights and obligations contained
      in this Agreement and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Parties agree as
      follows:

     

    Article
      1  
      DEFINITIONS

     

    
      1.1  Definitions

    

     

    As
      used
      in this Agreement, the following words and phrases shall have the following
      meanings unless the context dictates otherwise:

     

    
      	(a)  	
              “Abandoning
                Party”
                shall have the meaning set forth in Section 6.8.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              “Accounting”
                means an accounting statement setting out in detail how the amount
                of
                Revenue Due UBC and Sublicensing Revenue Due UBC received by Hana
                and its
                Sublicensees is determined.

            


    

     

    
      	(c)  	
              “Affiliate”
                or “Affiliated
                Company”
                or “Affiliated
                Companies”
                means with respect to any specified person, any other person that
                directly
                controls, is controlled by, or is under common control with, such
                specified person. For the purposes of this Section, “control”
                shall mean:

            


    

     

    
      	(i)  	
              in
                the case of corporate entities, the direct or indirect ownership
                of at
                least 50% of the stock or participating shares entitled to vote in
                the
                general meeting of shareholders,
                and

            


    

     

    
      	(ii)  	
              in
                the case of a partnership or other legal entity, ownership of at
                least 50%
                interest in the income or at least a 50% interest in the power to
                direct
                the management or policies of such
                entity.

            


    

     

    For
      the
      purposes of this Agreement, the Parties agree that Hana and INEX are not
      Affiliated Companies.

     

    
      	(d)  	
              “Agreement”
                means this Sublicense Agreement and
                all Schedules attached hereto. 

            


    

     

    
      	(e)  	
              “Annual
                Maintenance Fee” shall
                have the meaning set forth in Section 5.5(k).

            


    

     

    
      	(f)  	
              “Applicable
                Laws”
                means all applicable federal, provincial, state and local laws,
                ordinances, rules and regulations of any kind whatsoever in the Territory,
                including, without limitation, pharmaceutical and environmental rules
                and
                regulations, including cGMP Requirements, GCP Requirements, GLP
                Requirements and the General Biological Products Standards of the
                FDA, and
                the Federal Food, Drug and Cosmetic Act, as amended, or any successor
                act
                thereto (“FDCA”).

            


    

     

    
      	(g)  	
              “Business
                Day”
                means any day other than a day which is a Saturday, a Sunday or a
                statutory holiday in British Columbia
                or
                California.

            


    

     

    
      	(h)  	
              “Calendar
                Quarter”
                means each of the three-month periods ending on March 31,
                June 30, September 30 or December
                31.

            


    

     

    
      	(i)  	
              "cGMP
                Requirements"
                means the current Good Manufacturing Practices standards required
                by the
                FDA (as set forth in the FDCA), the Therapeutic Products Directorate
                Organization of Health Canada ("TPD"),
                and the European Medicines Evaluation Agency ("EMEA")
                and any other jurisdiction as mutually agreed between the Parties
                together
                with their applicable regulations, policies or guidelines which are
                in
                effect for the manufacture and testing of pharmaceutical materials,
                active
                ingredients, or excipients for use in Phase I, Phase II, and Phase
                III
                clinical trials, as applicable.

            


    

     

    
      	(j)  	
              “Clinical
                Activity”
                and “Clinical
                Activities”
                mean any one or more of the activities associated with drug testing
                in
                humans, including trial design and execution, payment of investigators’,
                institutional, and contractors’ fees, drug distribution and
                accountability, analytical testing, data management, statistical
                analysis,
                adverse event reporting, and scientific publication, performed in
                pursuit
                of the Development and Commercialization of
                Product.

            


    

     

     

    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    

     

    
      	(k)  	
              “Clinical
                Trial Material”
                means labeled and packaged Sphingosomal Vinorelbine and/or Sphingosomal
                Topotecan, and any component(s) thereof, used or to be used, in clinical
                trials.

            


    

     

    
      	(l)  	
              “Closing
                Payment”
                means an aggregate of One Million Five Hundred Thousand Dollars
                ($1,500,000 USD) in funds held in escrow to be paid by Hana to INEX
                pursuant to the terms and conditions of the Transaction
                Agreement.

            


    

     

    
      	(m)  	
              “Closing
                Shares”
                means the number of shares of Common Stock determined by dividing
                Ten
                Million Dollars ($10,000,000 USD) by the FMV of the Common Stock
                as of
                March 16, 2006 to be paid by Hana to INEX pursuant to the terms and
                conditions of the Transaction
                Agreement.

            


    

     

    
      	(n)  	
              “Commercialize”
                and “Commercialization”
                mean the activities customarily associated with sales of pharmaceutical
                products including without limitation, DDMAC Activities, price and
                reimbursement negotiations, pre-launch and launch activities, marketing,
                sales, distribution, post-approval Clinical Activities, the development,
                prosecution, registration and maintenance of trademarks, trade names
                and
                domain names, and Pharmacovigilance in each country in the
                Territory.

            


    

     

    
      	(o)  	
              “Commercially
                Reasonable Efforts”
                means those efforts and resources that Hana would use were it developing,
                promoting and detailing its own pharmaceutical products which are
                of
                similar market potential as the Products, taking into account product
                labeling, market potential, past performance, economic return, the
                regulatory environment and competitive market conditions in the
                therapeutic area, all as measured by the facts and circumstances
                at the
                time such efforts are due.

            


    

     

    
      	(p)  	
              “Common
                Stock”
                means the common stock of Hana, par value $0.001 USD per
                share.

            


    

     

    
      	(q)  	
              “Confidential
                Information” means
                all information, knowledge or data:

            


    

     

    
      	(i)  	
              of
                an intellectual, technical, scientific or industrial nature, patentable
                or
                otherwise, in which a Party has a proprietary or ownership interest,
                including, without limitation, technical data, drawings, photographs,
                scans, specifications, standards, analytical methods, techniques,
                manuals,
                reports, formulas, compilations, processes, information, lists, trade
                secrets, computer software, programs, devices, equipment, concepts,
                inventions, designs, and know-how (including the
                Technology);

            


    

     

    
      	(ii)  	
              pertaining
                to the business and affairs of a Party, including, without limitation,
                financial information, marketing, manufacturing and commercial strategies,
                patent positioning, business plans, strategies and developments,
                including
                any negative developments; or

            


    

     

    
      	(iii)  	
              provided
                or disclosed to a Party by Third Parties subject to restrictions
                on use or
                disclosure, whether oral or written, furnished by the disclosing
                Party to
                the receiving Party or any of its Representatives, whether furnished
                or
                prepared before or after the Effective Date of this Agreement, and
                includes all analyses, compilations, data, studies, reports or other
                documents based upon or including any of such information, data or
                knowledge and, in all cases, all copies and tangible embodiments
                thereof,
                in whatever form or medium;

            


    

     

    provided
      that Confidential Information shall not include such information
      which:

     

    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

    

     

    
      	(iv)  	
              can
                be demonstrated by the receiving Party by written record to have
                been
                known or otherwise available to the receiving Party prior to the
                disclosure by the disclosing Party;

            


    

     

    
      	(v)  	
              can
                be demonstrated by the receiving Party by written record to have
                been in
                the public domain at the time of
                disclosure;

            


    

     

    
      	(vi)  	
              after
                disclosure, can be demonstrated by the receiving Party by written
                record
                to have subsequently become part of the public domain other than
                as a
                consequence of a breach of this Confidential Disclosure Agreement
                by the
                receiving Party or its
                Representatives;

            


    

     

    
      	(vii)  	
              after
                disclosure, can be demonstrated by the receiving Party by written
                record
                to have been subsequently provided to the receiving Party by a Third
                Party, but only to the extent the receiving Party can demonstrate
                that
                such disclosure does not violate any obligations of the Third Party
                to the
                disclosing Party; or

            


    

     

    
      	(viii)  	
              the
                receiving Party can demonstrate by written records results from research
                and development activity conducted by the receiving Party or any
                of its
                Affiliates independently and in advance of disclosure by the other
                Party
                thereof..

            


    

     

    Specific
      disclosures shall not be deemed to be within the above exceptions merely because
      they are embraced by general disclosures within the above exceptions, and any
      combination of features shall not be deemed within the above exceptions merely
      because individual features are within the above exceptions.

     

    
      	(r)  	
              “Damages”
                means any losses, liabilities, obligations, damages, penalties, fines,
                claims, demands, actions, suits, costs and expenses of any nature
                whatsoever, excluding indirect, special or consequential damages,
                but
                including, without limitation, legal fees, charges and disbursements,
                and
                the indirect, special or consequential damages of Third Parties for
                which
                a Party, Hana Indemnitees or INEX Indemnitees, as the case may be,
                is
                responsible.

            


    

     

    
      	(s)  	
              “Date
                of Commencement”
                or “Commencement
                Date”
                means the date this Agreement will be deemed to have come into force,
                which will beMay 6, 2006.

            


    

     

    
      	(t)  	
              “DDMAC
                Activities”
                mean
                all activities performed in accordance with the requirements of the
                Division of Drug Marketing, Advertising and Communications, Center
                for
                Drug Evaluation and Research of the FDA, and the Office of the Inspector
                General of the Department of Health and Human Services of the United
                States.

            


    

     

    
      	(u)  	
              “Definitive
                Agreements”
                mean the Asset Purchase Agreement, Elan Assignment and Novation Agreement,
                License Agreement, Service Agreement, UBC Sublicense Agreement,
                Transaction Agreement, and Registration Rights
                Agreement.

            


    

     

    
      	(v)  	
              “Designated
                EU States”
                means any one of Germany, the United Kingdom, Italy, France or
                Spain.

            


    

     

    
      	(w)  	
              “Develop”
                and “Development”
                means:

            


    

     

    
      	(i)  	
              all
                activities set forth in the Development Plan;
                and

            


    

     

    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              all
                activities necessary to obtain and maintain Regulatory Approvals
                in each
                country in the Territory, including Clinical Activities, Regulatory
                Activities, Technical Transfer and Manufacturing
                activities

            


    

     

    
      	(x)  	
              “Development
                Plan”
                means the development plan for seeking Regulatory Approvals for each
                Product in the Territory during the initial twelve (12) months following
                the Effective Date, together with a corresponding budget accounting
                for
                the anticipated costs to be expended or incurred by Hana in conducting
                the
                Development.

            


    

     

    
      	(y)  	
              “Discloser”
                means a Party to this Agreement providing its Confidential Information
                to
                the other Party as Recipient.

            


    

     

    
      	(z)  	
              “Discontinued
                Patent”
                shall have the meaning set forth in Section 6.8(c).

            


    

     

    
      	(aa)  	
              “$
                USD”
                and “US
                Dollars”
                shall mean the lawful money of the United States of America, to be
                used
                for payments due to INEX.

            


    

     

    
      	(bb)  	
              “$
                CDN”
                and “Canadian
                Dollars”
                shall mean the lawful money of Canada to be used for payments due
                to the
                University.

            


    

     

    
      	(cc)  	
              “Effective
                Date of Termination”
                means the date on which this Agreement is terminated pursuant to
                Article
                17.

            


    

     

    
      	(dd)  	
              “Excess
                Amount”
                shall have the meaning set forth in Section 7.5(g).

            


    

     

    
      	(ee)  	
              “Fair
                Market Value”
                for the purposes of Sections 1.1(fff)
                and 1.1(kkkk),
                means the highest price, expressed in dollars, that an asset (whether
                tangible or intangible) would bring in an open and unrestricted market,
                between a willing buyer and a willing seller who are both knowledgeable,
                informed, and prudent, and who are acting independently of each
                other.

            


    

     

    
      	(ff)  	
              “FDA”
                means the Food and Drug Administration of the United States of
                America.

            


    

     

    
      	(gg)  	
              “FTE
                Rate”
                means the fully burdened rate established by INEX for the services
                of an
                INEX employee or consultant providing IP Services which for the first
                year
                of this Agreement, is $[***]
                USD
                based on 1,800 employee hours per year, or pro-rata portion thereof;
                provided however, that on each anniversary of the Effective Date,
                the FTE
                Rate shall be adjusted by a percentage equal to the net change in
                the
                Consumer Price Index (All Items) for the province of British Columbia
                for
                the twelve (12) month period ending with December of the calendar
                year
                immediately preceding such anniversary
                date.

            


    

     

    
      	(hh)  	
              “FMV”
                means the quotient resulting from dividing (A) the sum of the value
                of all
                trades for each of the twenty (20) trading days immediately preceding
                the
                FMV reference date, by (B) the aggregate volume of all trades of
                shares of
                Common Stock during such twenty trading day period, in each case
                as
                reported in the principal exchange or stock market on which the Common
                Stock is then listed.

            


    

     

    
      	(ii)  	
              “GCP
                Requirements”
                or “Good
                Clinical Practices”
                means the then current standards for clinical trials for pharmaceuticals
                as required by the FDA, the TPD and the equivalent Regulatory Authority
                elsewhere in the Territory, and as applicable, the policies and guidelines
                of the International Conference on Harmonization in effect for the
                clinical testing of pharmaceutical
                materials.

            


    

     

     

    
      
        
        

      

      
        -
          5 -

        
          

        

      

      
        
        

      

    

     

    
      	(jj)  	
              “GLP
                Requirements”
                or “Good
                Laboratory Practices”
                means the current Good Laboratory Practices standards required by
                the FDA,
                the TPD and the equivalent Regulatory Authority elsewhere in the
                Territory
                in effect for the testing of pharmaceutical materials as applied
                to raw
                materials and finished products.

            


    

     

    
      	(kk)  	
              “Hana
                Field”
                means all uses of the Product.

            


    

     

    
      	(ll)  	
              “Hana
                Indemnitees”
                shall have the meaning set forth in Section 8.2

            


    

     

    
      	(mm)  	
              “Hana
                Intellectual Property”
                means: 

            


    

     

    
      	(i)  	
              all
                Intellectual
                Property Rights, patents
                and patent applications (whether complete or incomplete or whether
                filed
                or unfiled) including
                registrations, in any jurisdiction world-wide, as well as any patents
                and
                patent applications
                assigned to or
                licensed by Hana from INEX and Third Parties during the Term of
                this Agreement;
                and

            


    

     

    
      	(ii)  	
              All
                Confidential
                Information owned
                or controlled by Hana at any time during the Term of this
                Agreement.

            


    

     

    
      	(nn)  	
              “Human
                Clinical Trials”
                shall have the meaning set forth in Section 12.1(a).

            


    

     

    
      	(oo)  	
              “Improvements”
                shall have the meaning set forth in Section 6.5.

            


    

     

    
      	(pp)  	
              “IND”
                means an Investigational New Drug application in accordance with
                the rules
                and regulations of the FDA.

            


    

     

    
      	(qq)  	
              “Indemnitee”
                shall have the meaning set forth in Section 8.4.

            


    

     

    
      	(rr)  	
              “Indemnitor”
                shall have the meaning set forth in Section 8.4.

            


    

     

    
      	(ss)  	
              “INEX
                Indemnitees”
                shall have the meaning set forth in Section 8.3.

            


    

     

    
      	(tt)  	
              “Information”
                means any and all Technology, 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.

            


    

     

    
      	(uu)  	
              “Intellectual
                Property Rights”
                means all
                intellectual property rights subject to protection by intellectual
                property laws in any country of the world, arising under statutory
                or
                common law, contract, or otherwise, and whether or not perfected,
                including without limitation, all (a) patents, reissues of and re-examined
                patents, and patent applications, whenever filed and wherever issued,
                including without limitation, continuations, continuations-in-part,
                substitutes and divisions of such applications and all priority rights
                resulting from such applications; (b) rights associated with works
                of
                authorship including without limitation copyrights, moral rights,
                copyright applications, copyright registrations, synchronization
                rights,
                mask work rights, mask work applications, mask work registrations;
                (c)
                rights associated with trademarks, service marks, trade names, logos,
                trade dress, goodwill and the applications for registration and
                registrations thereof; (d) rights relating to the protection of trade
                secrets and confidential information; (e) rights analogous to those
                set
                forth in this Section and any and all other proprietary rights relating
                to
                intangible property; and (f) divisions, continuations, renewals,
                reissues
                and extensions of the foregoing (as and to the extent applicable)
                now
                existing, hereafter filed, issued or acquired.

            


    

     

     

    
      
        
        

      

      
        -
          6 -

        
          

        

      

      
        
        

      

    

     

    
      	(vv)  	
              “IP
                Committee”
                shall have the meaning set forth in Section 6.1.

            


    

     

    
      	(ww)  	
              “IP
                Services”
                means
                services that Hana deems reasonably necessary, desirable or helpful
                to
                evidence, maintain, protect or enforce Hana’s rights as set forth under
                the Services Agreement.

            


    

     

    
      	(xx)  	
              “License
                Agreement”
                shall mean the License Agreement between the Parties dated May 6,
                2006.

            


    

     

    
      	(yy)  	
              “Litigating
                Party”
                shall have the meaning set forth in Section 7.5(e).
                

            


    

     

    
      	(zz)  	
              “Major
                Markets”
                means the countries of the United States of America, Germany,
                the United Kingdom, Italy, France, Spain.
                

            


    

     

    
      	(aaa)  	
              “Manufacture”
                means all or a portion of the activities of Hana, INEX its Affiliates
                or
                their respective Third Party contractors associated with the
                manufacturing, filling, sampling, testing, handling, labeling, packaging
                and storage of Material and all work-in-progress. “Manufacturing” and
                “Manufactured” will have comparable
                meanings.”

            


    

     

    
      	(bbb)  	
              “Material”
                means all compounds, materials, substances, components or consumables
                sourced or Manufactured by INEX, Hana or any of their respective
                Third
                Party contractors to produce Clinical Trial Material, and Product
                for
                commercial sale, but excluding machinery and
                equipment.

            


    

     

    
      	(ccc)  	
              “Maximum
                Issuance Amount”
                shall have the meaning set forth in Section 5.7(d).
                

            


    

     

    
      	(ddd)  	
              “Method
                Transfer”
                means, in respect of the Services, the transfer by INEX and/or INEX’s
                Third Party contractors to Hana, Hana’s Third Party contractors and/or
                INEX’s Third Party contractors, of the methods for the testing of Material
                pursuant to Method Transfer protocols mutually agreed between the
                Parties,
                and shall include without limitation, the performance of Method Transfer
                qualification.

            


    

     

    
      	(eee)  	
              “NDA”
                means a New Drug Application in accordance with the rules and regulations
                of the FDA.

            


    

     

    
      	(fff)  	
              “Net
                Sales”
                means the aggregate US Dollar equivalent of gross revenues invoiced
                by
                Hana and its Affiliates and Sublicensees from or on account of the
                sale of
                Product to Third Parties, in any given calendar year, less deductions
                actually allowed or specifically allocated to Product and actually
                incurred by Hana using US GAAP and reasonable practices with respect
                to
                sales of all Product, consistently applied, for the
                following:

            


    

     

    
      	(i)  	
              credits
                or allowances, if any, actually granted on account of recalls, rejection
                or return of Product;

            


    

     

    
      	(ii)  	
              insurance,
                freight or other transportation costs incurred in shipping Product
                to such
                Third Parties; and

            


    

     

    
      
        
        

      

      
        -
          7 -

        
          

        

      

      
        
        

      

    

     

    
      	(iii)  	
              excise
                taxes, sales taxes, value added taxes, consumption taxes, customs
                and
                other duties or other taxes or other governmental charges imposed
                upon and
                paid or allowed with respect to the production, importation, use
                or sale
                of Product (excluding income or franchise taxes of any
                kind);

            


    

     

    (collectively,
      the “Permitted
      Deductions”).
      The
      foregoing definition is subject to the following:

     

    
      	(iv)  	
              no
                deductions shall be made for any item of cost incurred by Hana, its
                Affiliates or Sublicensees in preparing, Manufacturing, shipping
                or
                selling Product except as permitted pursuant to Sections 1.1(fff)(i),
                1.1(fff)(ii)
                and 1.1(fff)(iii)
                inclusive;

            


    

     

    
      	(v)  	
              Net
                Sales shall not include transfer between any of Hana and any of its
                Affiliates or Sublicensees for resale, but Net Sales shall include
                the
                subsequent final sales to Third Parties by such Affiliates or
                Sublicensees;

            


    

     

    
      	(vi)  	
              fair
                market value shall be assigned to any and all non-cash consideration
                such
                as but not limited to any credit, barter, benefit, advantage or concession
                received by Hana or its Affiliates or Sublicensees in payment for
                sale of
                Product;

            


    

     

    
      	(vii)  	
              as
                used in this definition, a “sale” shall have occurred when Product are
                billed out or invoiced;

            


    

     

    
      	(viii)  	
              notwithstanding
                anything herein to the contrary, the following shall not be considered
                a
                sale of Product under this
                Agreement:

            


    

     

    
      	(A)  	
              the
                transfer of a Product to a Third Party without consideration to Hana
                in
                connection with the development or testing of a Product;
                or

            


    

     

    
      	(B)  	
              the
                transfer of a Product to a Third Party without consideration in connection
                with the marketing or promotion of the Product (eg.
                samples).

            


    

     

    
      	(ggg)  	
              “Non-Abandoning
                Party”
                shall have the meaning set forth in Section 6.8(a).

            


    

     

    
      	(hhh)  	
              “Non-Competition
                Terms”
                means the Non-Competition Terms contained in the Transaction Agreement
                between the Parties dated May 6.

            


    

     

    
      	(iii)  	
              “Non-litigating
                Party”
                shall have the meaning set forth in Section 7.5(e).

            


    

     

    
      	(jjj)  	
              “Notice
                of Abandonment”
                shall have the meaning set forth in Section 6.8(a).

            


    

     

    
      	(kkk)  	
              “Objectionable
                Material”
                shall have the meaning set forth in Section 9.3(b).

            


    

     

    
      	(lll)  	
              “Party”
                means Hana or INEX and “Parties”
                means Hana and INEX.

            


    

     

    
      	(mmm)  	
              “Patent(s)”
                mean all Valid Claims of the following intellectual
                property:

            


    

     

    
      	(i)  	
              the
                Canadian, United States and foreign patents and/or patent applications
                listed in Schedule
                "A";

            


    

     

    
      	(ii)  	
              Canadian,
                United States and foreign patents issued from the applications listed
                in
                Schedule
                "A"
                and from any and all divisionals and continuations of these
                applications;

            


    

     

    
      
        
        

      

      
        -
          8 -

        
          

        

      

      
        
        

      

    

     

    
      	(iii)  	
              claims
                of Canadian, United States and foreign continuation-in-part applications
                and of the resulting patents, which are directed to subject matter
                specifically described in the Canadian, United States, and foreign
                applications listed in Schedule
                "A";

            


    

     

    
      	(iv)  	
              claims
                of all foreign patent applications, and of the resulting patents,
                which
                are directed to subject matter specifically described in the Canadian
                and
                United States patents and/or patent applications described in (i),
                (ii) or
                (iii) above; and

            


    

     

    
      	(v)  	
              any
                reissues of United States, Canadian or foreign patents described
                in (i),
                (ii), (iii) or (iv) above.

            


    

     

    
      	(nnn)  	
              “Person”
                means and includes any individual, corporation, partnership, firm,
                joint
                venture, syndicate, association, trust, government body, Affiliates,
                Third
                Parties and any other form of entity or
                organisation.

            


    

     

    
      	(ooo)  	
              “Pharmacovigilance”
                means all the activities associated with maintaining an effective
                drug
                safety monitoring system and adverse events reporting system in compliance
                with the requirements of Regulatory
                Authorities.

            


    

     

    
      	(ppp)  	
              “Prime
                Rate”
                means the prime or equivalent rate quoted by the Bank of Canada from
                time
                to time.

            


    

     

    
      	(qqq)  	
              “Product”
                means any one or more of Sphingosomal Vinorelbine and Sphingosomal
                Topotecan.

            


    

     

    
      	(rrr)  	
              “QA”
                means Quality Assurance, being that part of each management system,
                within
                Hana and INEX separately, having responsibility for assuring the
                quality
                of Material and Manufacturing in respect of compliance with Regulatory
                Requirements.

            


    

     

    
      	(sss)  	
              “QC”
                means Quality Control, being that part of each management system,
                within
                Hana and INEX separately, having responsibility for quality control
                testing of Material in respect of compliance with Regulatory
                Requirements.

            


    

     

    
      	(ttt)  	
              “Recipient”
                means a Party to this Agreement receiving Confidential Information
                of the
                other Party as Discloser.

            


    

     

    
      	(uuu)  	
              “Registrational
                Clinical Trial”
                means any one of a Phase III clinical trial or pivotal Phase II clinical
                trial conducted in furtherance of Regulatory
                Approvals.

            


    

     

    
      	(vvv)  	
              “Regulatory
                Authorities”
                means the FDA and any other like governmental authorities, whether
                federal, provincial, state or municipal, regulating the manufacture,
                importation, distribution, marketing, clinical testing and/or sale
                of
                therapeutic substances in the
                Territory.

            


    

     

    
      	(www)  	
              “Regulatory
                Approvals”
                means all necessary and appropriate regulatory approvals which must
                be
                obtained before placing each Product on the market in any country
                in the
                Territory in which such approval is required, including without
                limitation, INDs, NDAs, and any other comparable terms as applicable
                with
                regard to any such approvals in any other country in the
                Territory.

            


    

     

    
      
        
        

      

      
        -
          9 -

        
          

        

      

      
        
        

      

    

     

    
      	(xxx)  	
              “Regulatory
                Requirements” means
                Applicable Laws and all rules, regulations and guidances in respect
                of QC
                and QA procedures and processes, manufacturing and production batch
                records (including the master production record), packaging, handling,
                storage, delivery and retention of raw material and finished product
                samples and associated support data, and all licenses, certificates,
                authorizations or requirements from Regulatory Authorities in the
                Territory, including but not limited to cGMP Requirements in respect
                of
                the Manufacture of Material.

            


    

     

    
      	(yyy)  	
              “Regulatory
                Submission”
                means any submission or filing made in furtherance of obtaining and
                maintaining any Regulatory
                Approvals.

            


    

     

    
      	(zzz)  	
              “Representatives”
                means, in respect of a Person, that Person’s Affiliates and their
                respective directors, officers, employees, consultants, subcontractors,
                sublicensees (including Sublicensees), agents, representatives and
                other
                persons acting under their
                authority.

            


    

     

    
      	(aaaa)  	
              “Revenue
                Due UBC”
                means all revenues, receipts, monies, and the fair market value of
                all
                other consideration collected or received by Hana or its Affiliates
                from a
                Sublicensee or other Third Party, whether by way of cash or credit
                or any
                barter, benefit, advantage, or concession, (but not including Sublicensing
                Revenue Due UBC) from the marketing, manufacturing, sale, distribution,
                or
                use, of the Technology and/or any Product in any or all parts of
                the world
                where Hana is permitted by law and this Agreement to market, Manufacture,
                sell, distribute or use the Technology and/or any Product, in such
                national jurisdictions where a Valid Claim subsists, on a country
                by
                country basis, less the following deductions to the extent included
                in the
                amounts invoiced and thereafter actually allowed and
                taken:

            


    

     

    
      	(i)  	
              credit,
                allowances or refunds given on account of returned
                Products;

            


    

     

    
      	(ii)  	
              transportation
                charges invoiced separately and actually charged to Third
                Parties;

            


    

     

    
      	(iii)  	
              taxes,
                duties and customs on all sales of
                Product;

            


    

     

    
      	(iv)  	
              agents’
                commissions paid by Hana for the sale of Product;
                and

            


    

     

    
      	(v)  	
              bona
                fide special rebates provided by Hana for Product purchased by Third
                Parties.

            


    

     

    Where
      any
      Revenue is derived from a country other than the U.S. it shall be converted
      to
      the equivalent in U.S. Dollars on the date Hana is deemed to have received
      such
      Revenue pursuant to the terms hereof at the rate of exchange set by the Federal
      Reserve Bank of New York for buying such currency. The amount of U.S. Dollars
      pursuant to such conversion shall be included in the Revenue. 

     

    
      	(bbbb)  	
              “Royalties”
                means Royalty Due UBC, Royalty Due INEX, and Sublicensing Revenue
                Due
                INEX.

            


    

     

    
      	(cccc)  	
              “Royalty
                Due Dates”
                means the last working day of March, June, September and December
                of each
                and every year during which this Agreement remains in full force
                and
                effect.

            


    

     

    
      
        
        

      

      
        -
          10 -

        
          

        

      

      
        
        

      

    

     

    
      	(dddd)  	
              “Royalty
                Due INEX”
                means the royalty payable to INEX on Net Sales in the Territory as
                set
                forth in Section 5.7,
                but excluding Sublicensing Revenue Due
                INEX.

            


    

     

    
      	(eeee)  	
              “Royalty
                Due UBC”
                means the royalties payable to UBC on Revenue Due UBC and Sublicensing
                Revenue Due UBC.

            


    

     

    
      	(ffff)  	
              “Service
                Agreement”
                means the Service Agreement entered into between INEX and Hana dated
                effective May 6, 2006.

            


    

     

    
      	(gggg)  	
              “Sphingosomal
                Topotecan”
                means a liposome that includes sphingomyelin and cholesterol and
                contains
                encapsulated topotecan, wherein the sphingomyelin comprises less
                than 20%
                dihydrosphingomyelin.

            


    

     

    
      	(hhhh)  	
              “Sphingosomal
                Vinorelbine”
                means a liposome that includes sphingomyelin and cholesterol and
                contains
                encapsulated vinorelbine, wherein the sphingomyelin comprises less
                than
                20% dihydrosphingomyelin.

            


    

     

    
      	(iiii)  	
              “Sublicense
                Agreement”
                means an agreement between Hana or its Affiliate and a Sublicensee
                to whom
                Hana has granted a further sub-sublicense of the rights granted to
                Hana
                hereunder.

            


    

     

    
      	(jjjj)  	
              “Sublicensee”
                means a Person to whom Hana or its Affiliate have granted a Sublicense
                Agreement of the rights granted to Hana hereunder.

            


    

     

    
      	(kkkk)  	
              "Sublicensing
                Revenue Due INEX"
                means
                all transaction closing payments, milestone payments, license fees
                and any
                other pre-Commercialization
                payments (excluding royalties, sales revenue, sales commissions and
                any
                monies and proceeds derived from the sale of sublicensed Product)
                payable
                to, collected or received by Hana or its Affiliates pursuant to each
                Sublicense Agreement entered in respect of the Technology granted
                hereunder. Except as otherwise expressly provided below, “Sublicensing
                Revenue Due INEX” shall not
                include:

            


    

     

    
      	(i)  	
              loans
                to Hana or its Affiliate by a Sublicensee relating to the Technology,
                except to the extent that the interest charged for such loan is less
                than
                Fair Market Value (in which case only such difference between the
                interest
                rate charged to Hana and the interest rate at Fair Market Value shall
                constitute Sublicensing Revenue Due INEX) or to the extent that the
                principal of a loan is forgiven (in which case only such forgiven
                amount
                shall constitute Sublicensing Revenue Due INEX);
                or;

            


    

     

    
      	(ii)  	
              equity
                investments in Hana by a Sublicensee or equity of the Sublicensee
                relating
                to the Technology, except to the extent that such investments are
                made at
                greater than Fair Market Value (in which case only the excess premium
                shall constitute Sublicensing Revenue Due INEX). For the purposes
                of this
                subsection, if the shares of either Hana or its Sublicensee are not
                listed
                on any stock exchange, the Fair Market Value shall be based on the
                price
                at which shares of either Hana or its Sublicensee, as the case may
                be,
                have been issued to investors (who are not industry-related strategic
                investors or collaborative research partners) in the then most recent
                bona
                fide arm’s length private placement financing completed within the
                preceding twelve (12) months having gross proceeds of at least Ten
                Million
                Dollars ($10,000,000). If no such private placement financing has
                been
                completed, the Parties shall appoint a mutually acceptable Person
                as an
                independent evaluator, and if the Parties cannot agree on an evaluator,
                the Fair Market Value shall be determined as provided in Section
                14.3;

            


    

     

    
      
        
        

      

      
        -
          11 -

        
          

        

      

      
        
        

      

    

     

    
      	(iii)  	
              An
                exchange of rights, assets, liabilities or other interest of any
                kind,
                except to the extent that the economic benefit conferred upon Hana
                or its
                Affiliates by reason of such exchange exceeds the Fair Market Value
                of the
                consideration which would have been paid by Hana or its Affiliates
                for
                such rights, assets, liabilities or interests, as determined by:
                (i) the
                mutual agreement of the Parties following the application of U.S.
                GAAP, or
                failing mutual agreement; (ii) the binding decision of a mutually
                appointed independent Third Party banker or valuator familiar with
                the
                pharmaceutical industry.

            


    

     

    For
      the
avoidance
      of
      doubt, and without limiting the generality of the foregoing “Sublicensing
      Revenue
      Due
      INEX”
shall
      include any Development funding in excess of Hana’s true Development costs,
      whether measured: (i) as an FTE rate in excess of Hana’s actual FTE rate; (ii)
      as project funding in excess of Hana’s actual project cost; (iii) as a premium
      on any pass-through costs incurred by Hana; or (iv) as a premium or rate charged
      in excess of any of Hana’s actual costs incurred in Development.

     

    
      	(llll)  	
              “Sublicensing
                Revenue Due UBC”
                means all revenues, receipts, monies, milestone payments and research
                fees
                (in respect of either milestone payments or research fees, only to
                the
                extent that same are in excess of reimbursement for the direct costs
                of
                research and development or pursuit of Regulatory Approvals undertaken
                by
                Hana or its Affiliates pursuant to a written research or development
                plan), payments, royalties, license fees and the fair market value
                of all
                other consideration collected or received by Hana or its Affiliates
                whether by way of cash, or credit or any barter, benefit, advantage,
                or
                concession pursuant to each Sublicense
                Agreement
                relating to Valid Claims which form a part of the Technology and/or
                any
                Product (but not including Revenue Due UBC).
                Where any Sublicensing Revenue Due UBC is derived from a country
                other
                than the U.S. it shall be converted to the equivalent in U.S. Dollars
                on
                the date Hana is deemed to have received such Sublicensing Revenue
                Due UBC
                pursuant to the terms hereof at the rate of exchange set by Federal
                Reserve Bank of New York for buying such currency. The amount of
                U.S.
                Dollars pursuant to such conversion shall be included in the Sublicensing
                Revenue Due UBC.]

            


    

     

    
      	(mmmm)  	
              “Technical
                Transfer”
                means the transfer by INEX and/or INEX’s Third Party contractors to Hana,
                Hana’s Third Party contractors and/or INEX’s Third Party contractors of
                those aspects of the know-how encompassed by the Technology necessary
                and
                useful for the Manufacture of Material, and includes Method
                Transfer.

            


    

     

    
      	(nnnn)  	
              “Technology”
                means the Patent(s) and any and all knowledge, know-how and/or technique
                or techniques invented, developed and/or acquired, being invented,
                developed and/or acquired by the University solely or jointly with
                INEX
                relating to the Patent(s) as listed 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. 

            


    

     

    
      	(oooo)  	
              “Term”
                shall have the meaning set forth in Section 16.1.

            


    

     

    
      	(pppp)  	
              “Territory”
                means all of the countries and territories of the world.
                

            


    

     

    
      	(qqqq)  	
              “Third
                Party(ies)”
                means any Person(s) other than Hana or INEX or any of their respective
                Affiliates.

            


    

     

    
      	(rrrr)  	
              “UBC”
                and “University”
                each mean the University of British
                Columbia.

            


    

     

    
      
        
        

      

      
        -
          12 -

        
          

        

      

      
        
        

      

    

     

    
      	(ssss)  	
              “UBC
                Consent”
                means the consent agreement executed by the University, INEX and
                Hana
                dated May 6, 2006.

            


    

     

    
      	(tttt)  	
              “UBC
                License”
                means the License Agreement between INEX and the University dated
                effective July 1, 1998

            


    

     

    
      	(uuuu)  	
              “UBC
                Trade-marks”
                means any mark, trade-mark, service mark, logo, insignia, seal, design,
                symbol, or device used by the University in any manner
                whatsoever.

            


    

     

    
      	(vvvv)  	
              “University
                Indemnified Parties”
                shall have the meaning set forth in Section 8.1(a).

            


    

     

    
      	(wwww)  	
              “US
                GAAP”
                means generally accepted accounting principles applied in the United
                States of America.

            


    

     

    
      	(xxxx)  	
              “Valid
                Claim”
                means either:

            


    

     

    
      	(i)  	
              a
                claim of an issued and unexpired patent which has not been held
                unenforceable, unpatentable or invalid by a court or other governmental
                agency of competent jurisdiction, and which has not been admitted
                to be
                invalid or unenforceable through reissue, disclaimer or otherwise;
                or

            


    

     

    
      	(ii)  	
              a
                claim in a patent application, provided that if such pending claim
                has not
                issued as a claim of an issued patent within seven (7) years after
                the
                filing date of such patent application, such pending claim shall
                not be a
                Valid Claim for purposes of this
                Agreement.

            


    

     

    In
      the
      event that a claim of an issued patent is held by a court or other governmental
      agency of competent jurisdiction to be unenforceable, unpatentable or invalid,
      and such holding is reversed on appeal by a higher court or agency of competent
      jurisdiction, such claim shall be reinstated as a Valid Claim hereunder,
      effective as of the date of such reinstatement.

     

    
      1.2  Other
        Definitions

    

     

    Any
      words
      defined elsewhere in this Agreement shall have the particular meaning assigned
      to the words thereto. 

     

    Article
      2   PROPERTY
      RIGHTS IN AND TO THE TECHNOLOGY

     

    
      2.1  University’s
        Intellectual Property Rights

    

     

    
      	(a)  	
              The
                Parties hereto hereby acknowledge and agree that the University owns
                any
                and all right, title and interest in and to the
                Technology.

            


    

     

    
      	(b)  	
              Hana
                shall, at the written request of INEX, enter into such further agreements
                and execute any and all documents as may be required to ensure that
                ownership of the Technology remains with the
                University.

            


    

     

    
      	(c)  	
              On
                the last working day of June of each and every year during which
                this
                Agreement remains in full force and effect, each of Hana and INEX
                shall
                deliver in writing to UBC, the details of any Patents filed by each
                of
                them during the previous twelve month period. The delivery of reports
                required pursuant to this Section 2.1(c)
                is
                separate and distinct from the reporting requirements established
                between
                each of Hana and INEX as set forth in Sections 6.6
                and 6.7.

            


    

     

    
      
        
        

      

      
        -
          13 -

        
          

        

      

      
        
        

      

    

     

    Article
      3   GRANT
      OF SUBLICENCE
      TO HANA

     

    
      3.1  Sublicense
        Grant
        To Hana

    

     

    
      	(a)  	
              In
                consideration of the Royalties reserved herein, the covenants of
                Hana
                contained herein, and subject to the terms of this Agreement, INEX
                hereby
                grants to Hana and Hana hereby accepts an exclusive sublicense under
                the
                Technology to make, have made, use, sell, offer for sale, sublicense,
                distribute, import, and have imported Product in the Hana Field in
                the
                Territory.

            


    

     

    
      	(b)  	
              It
                is understood and agreed that the foregoing exclusive sublicenses
                grant to
                Hana the rights enumerated to the exclusion of all other parties,
                including INEX and its Affiliates.

            


    

     

    
      	(c)  	
              It
                is also understood that INEX retains exclusive rights under the Technology
                outside the Hana Field.

            


    

     

    
      	(d)  	
              Hana
                shall not sublicense or cross-license the Technology without the
                prior
                written consent of the University.

            


    

     

    
      	(e)  	
              Notwithstanding
                Section 3.1(a)
                and (b) herein, the Parties acknowledge and agree that INEX and the
                University may each use the Technology without charge in any manner
                whatsoever for non-commercial research, scholarly publication,
                educational, or other non-commercial
                use.

            


    

     

    
      3.2  License
        Grant to INEX

    

     

    
      	(a)  	
              Hana
                hereby grants to INEX a non-exclusive license under the Technology
                to
                make, have made, use, import and have imported Products solely for
                non-commercial research, scholarly publication, education, or other
                non-commercial purposes.

            


    

     

    
      	(b)  	
              Hana
                hereby grants to INEX a non-exclusive license under
                the Technology to carry out INEX’s activities under the Development Plan
                and Services Agreement.

            


    

     

    
      	(c)  	
              Hana
                hereby grants to INEX a worldwide, royalty-free, non-exclusive license
                under the
                Hana Intellectual Property to
                make, have made, use, sell, offer for sale, import, and have
                imported
                liposomal drug products outside the Hana
                Field.

            


    

     

    
      3.3  Compliance
        with UBC License

    

     

    Hana
      unconditionally, absolutely and irrevocably covenants and agrees with INEX
      as
      primary obligor, to adopt as Hana’s own obligations every obligation of INEX
      contained or set forth in the UBC License.

     

    
      3.4  Payment
        of Taxes

    

     

    Hana
      shall be responsible for the payment of any federal, provincial, state, local,
      or withholding taxes which may apply to the transactions contemplated by this
      Agreement. Under no circumstances will Hana be responsible for any
      franchise-related taxes or taxes based on UBC’s or INEX’s gross or net
      income.

     

    
      
        
        

      

      
        -
          14 -

        
          

        

      

      
        
        

      

    

    Article
      4   SUBLICENSING
      BY HANA

     

    
      4.1  UBC
        Consent

    

     

    Subject
      to Hana’s agreement to assume responsibility for payment of any and all license
      fees, annual fees, milestone payments and royalty obligations of INEX to UBC
      as
      set forth in this Agreement, Hana shall have the right to grant Sublicense
      Agreements to Affiliates or Third Parties with respect to the Technology with
      the prior written consent of the University not to be unreasonably withheld,
      but
      without the consent of INEX. 

     

    
      4.2  Sublicenses
        to Affiliates

    

     

    INEX
      shall reasonably cooperate with and assist Hana in obtaining the consent of
      the
      University to any proposed sublicense under this Agreement, provided
      that: 

     

    
      	(a)  	
              Hana
                will cause the Affiliate so sublicensed to perform the terms of this
                Agreement as if such Affiliate were Hana
                hereunder;

            


    

     

    
      	(b)  	
              any
                Affiliate so sublicensed shall unconditionally, absolutely and irrevocably
                covenant and agree with INEX and the University as primary obligor,
                to
                adopt as its own obligations every obligation of Hana contained or
                set
                forth in this Agreement to the extent pertinent to the scope of such
                sublicense, including without limitation, the covenants in this Agreement
                to pay any amounts due to the University and to INEX under the terms
                of
                this Agreement; and 

            


    

     

    
      	(c)  	
              Hana
                unconditionally guarantees the performance of each Affiliate hereunder
                as
                if they were signatories to this Agreement to the extent the performance
                or lack of performance is a breach of this
                Agreement.

            


    

     

    
      	(d)  	
              the
                obligations and liabilities of such Affiliate and Hana under this
                Agreement shall be joint and several and INEX shall not be obliged
                to seek
                recourse against an Affiliate before enforcing its rights against
                Hana.
                For greater certainty it is hereby confirmed that any default or
                breach by
                an Affiliate of Hana of any term of this Agreement will also constitute
                a
                default by Hana under this Agreement, provided, however, that Hana
                shall
                be entitled to written notice of any claimed default, and shall have
                ninety (90) days following receipt of such notice in which to cure
                any
                such default pursuant to Section 17.4
                hereof.

            


    

     

    
      4.3  Furnish
        Sublicense Pre and Post Execution

    

     

    
      	(a)  	
              At
                least thirty (30) days prior to an anticipated execution, Hana will
                furnish the University with a copy of each Sublicense Agreement which
                Hana
                proposes to execute so as to allow the University time to review
                and
                comment. 

            


    

     

    
      	(b)  	
              Hana
                will furnish each of INEX and the University with a copy of each
                such
                Sublicense Agreement granted within thirty (30) days after
                execution.

            


    

     

    
      4.4  Covenants
        by Hana’s Sublicensee

    

     

    Any
      Sublicense Agreement (including any Sublicense Agreement granted to an
      Affiliate) granted by Hana shall contain covenants by the Sublicensee to observe
      and perform similar terms and conditions to those in this Agreement, including,
      without limitation, a restriction on the grant of further sub-sub-sublicenses
      without the University’s consent.

     

    
      
        
        

      

      
        -
          15 -

        
          

        

      

      
        
        

      

    

     

    
      4.5  Covenants
        by Hana

    

     

    
      	(a)  	
              Hana
                unconditionally guarantees the performance of each Affiliate hereunder
                as
                if they were signatories to this Agreement to the extent the performance
                or lack of performance is a breach of this
                Agreement.

            


    

     

    
      	(b)  	
              Each
                Sublicense Agreement shall contain covenants by the Sublicensee for
                the
                benefit of INEX to observe and perform similar terms and conditions
                to
                those in this Agreement.

            


      	 	 


    

    
       


      
        
          	(c)  	
                  
                    All
                      Sublicense Agreements granted by Hana shall be further sublicensable
                      or
                      assignable with the prior written consent of the University,
                      but without
                      the prior written consent of INEX; provided, however, that
                      Hana shall not
                      sublicense any rights granted herein to any Person that in
                      whole or in
                      part, either alone or in partnership, in collaboration or in
                      conjunction
                      with any Person other than INEX, whether as principal, agent,
                      employee,
                      director, officer, shareholder, licensor or in any capacity
                      or manner
                      whatsoever, whether directly or indirectly manufactures liposomal
                      products
                      without first either: (i)
                      obtaining INEX’s written consent; or (ii)including in such
                      Sublicense Agreement a
                      provision requiring the Sublicensee to agree that
                      it will not use the Technology for any purpose other than the
                      Development
                      or Commercialization
                      of Products.

                  

                


        

      

      	 	 


      	(d)  	
              In
                the event that Hana becomes aware of a material breach of any such
                Sublicense Agreement by a Sublicensee, Hana shall promptly notify
                INEX of
                the particulars of same and take all commercially
                reasonable steps to enforce the terms of such Sublicense
                Agreement.

            


    

     

    
      	(e)  	
              Within
                ten (10) Business Days after execution of a Sublicense Agreement,
                Hana
                shall provide INEX with a copy thereof (provided that Hana shall
                be
                permitted to redact the financial terms of such
                agreement).

            


    

     

    
      	(f)  	
              All
                Sublicense Agreements shall terminate upon the termination of Hana’s
                rights granted herein unless events of default are cured by Hana
                or its
                Sublicensee within the period for the cure of default after notification
                by INEX as provided by the terms of this
                Agreement.

            


    

     

    
      	(g)  	
              Any
                Sublicensee who wishes to grant a further sublicense shall comply
                with the
                terms of this Section as if the further sublicense were a sublicense
                hereunder, including providing to INEX, Hana and the University the
                information described in this Section, and obtaining the consent
                of the
                University referred to in this Section, prior to any execution of
                any such
                sub-sub-sublicense.

            


    

     

    
      	(h)  	
              All
                Sublicense Agreements shall include an obligation for each Sublicensee
                to
                account for and report its sales of Product on the same basis as
                if such
                sales were sales of Hana, and INEX and the University shall receive
                compensation in the same amounts as if the sales of Product by the
                Sublicensee were sales of Hana; and

            


    

     

    
      	(i)  	
              Hana
                shall remain responsible to INEX for the compliance of each Sublicensee
                with the financial and other obligations due under this
                Agreement.

            


    

     

    
      	(j)  	
              With
                respect to the licenses granted to INEX under Section 3.2,
                INEX shall have the right to grant sublicenses to its Affiliates
                and to
                Third Parties. All sublicenses will be consistent with the terms
                of this
                Agreement,
                shall not relieve Hana or INEX of their obligations hereunder,
                and shall incorporate terms and conditions for Hana’s benefit comparable
                to those set forth in this Section 4.4
                applicable to sublicenses granted by Hana.

            


    

     

    
      
        
        

      

      
        -
          16 -

        
          

        

      

      
        
        

      

    

     

     

     

    
      4.6  Covenants
        by Hana’s Sublicensee

    

     

    Any
      Sublicense Agreement (including any Sublicense Agreement granted to an
      Affiliate) granted by Hana shall contain covenants by the Sublicensee to observe
      and perform similar terms and conditions to those in this Agreement, including,
      without limitation, a restriction on the grant of further sublicenses without
      the University’s consent.

     

    
      4.7  Confirmation
        from the University

    

     

    The
      Parties acknowledge and agree that:

     

    
      	(a)  	
              the
                UBC License provides that Hana may request from the University, following
                the receipt of the UBC Consent, a letter confirming that if the
                University:

            


    

     

    
      	(i)  	
              gives
                notice of default to INEX pursuant to Article 17.3 of the UBC License,
                or
                

            


    

     

    
      	(ii)  	
              takes
                any other action pursuant to Article 17.1 or 17.2 of the UBC License
                to
                terminate the UBC License, 

            


    

     

    then,
      prior to any termination of the UBC License, the University will give Hana
      written notice of such default or intention to terminate the UBC License and,
      in
      the event of any breach or default by INEX which may be cured pursuant to
      Article 17.3 of the UBC License, the University will for ninety (90) days from
      the date of such notice to Hana, give Hana the opportunity to cure such default
      or breach on the terms provided in Article 17.3 of the UBC License, mutatis
      mutandis;
      and

     

    
      	(b)  	
              if
                the UBC License is terminated, and provided that this Agreement is
                in good
                standing at such time:

            


    

     

    
      	(i)  	
              the
                terms and conditions of the UBC Consent shall apply;
                or

            


    

     

    
      	(ii)  	
              in
                the event that the terms and conditions of the UBC Consent do not
                apply,
                or otherwise at the option of Hana, the University and Hana may enter
                into
                good faith negotiations for the grant to Hana of a new license
                substantially on the same terms and conditions as are contained in
                the UBC
                License.

            


    

     

    Article
      5   ROYALTIES
      AND CONSIDERATION

     

    
      5.1  Assumption
        of Royalty Obligations

    

     

    
      	(a)  	
              As
                a condition of the grant of the sublicence by INEX to Hana of the
                Technology, Hana shall assume and perform all payment obligations
                of INEX
                to the University set forth in the UBC License including all interest
                and
                taxes attributable thereto, arising from Hana and/or its Sublicensee(s)’
                use of the Technology within the Hana Field. Without limiting the
                generality of the foregoing, Hana shall assume and perform all obligations
                as set forth in Sections 5.2,
                5.3,
                5.4,
                5.5,
                5.6,
                and 18.1(d)
                in
                this Agreement.

            


    

     

    
      	(b)  	
              For
                avoidance of doubt, the obligations of Hana under Section 5.1(a)
                are in addition to and not in substitution of any other
                obligations
                set forth in this Article
                5.

            


    

     

    
      
        
        

      

      
        -
          17 -

        
          

        

      

      
        
        

      

    

     

    
      5.2  Royalty
        Due
        UBC

    

     

    
      	(a)  	
              Hana
                covenants to pay directly to the University a royalty (the “Royalty
                Due UBC”):

            


    

     

    
      	(i)  	
              on
                all Revenue Due UBC, calculated in accordance with the percentages
                set out
                in the “Royalty
                Due UBC”
                Column of Schedule
                “A”;
                and 

            


    

     

    
      	(ii)  	
              on
                all Sublicensing Revenue Due UBC, calculated in accordance with the
                percentages set out in the “UBC Sublicense Royalty” Column of
                Schedule “A”;

            


    

     

    all
      subject to the limitation that in no event will the Royalty Due UBC payable
      on
      Sublicensing Revenue Due UBC and Revenue Due UBC from any Sublicensee exceed
      the
      amount of Royalty Due UBC that would be payable on Revenues if the Technology
      and/or Product had been marketed, Manufactured, sold, distributed or used by
      Hana instead of such Sublicensee. 

     

    If
      Schedule“A”
is
      amended at any time after the Commencement Date to add any new Technology,
      patent or other intellectual property, then the Royalty Due UBC on Revenue
      Due
      UBC or Sublicensing Revenue Due UBC shall be calculated for any such new
      Technology, patent or other intellectual property in accordance with the
      provisions set out in Schedule“B”.
      

     

    5.3  
      Rates
      Established by UBC License

     

    Hana
      and
      INEX agree that that the Royalty Due UBC and the formulas set out in
Schedule“A”
and
      Schedule“B” are
      the
      royalty rates established under the UBC License, and have been agreed to by
      the
      Parties based on a direct flow-through of such royalties to the University.
      Hana
      agrees that it shall promptly remit in full to the University, without reduction
      or set-off of any kind, all Royalty Due UBC pursuant to this Article
      5.
      

     

    5.4  
      One
      Royalty Per Product Payable
      to UBC

     

    Hana
      and
      INEX understand and recognize that there are a number of Patents comprising
      the
      Technology and consequently it is foreseeable that a Product developed by Hana
      may be subject to multiple royalty obligations as a result of more than one
      Patent contributing to the development of such Product. Hana and INEX agree
      that
      the Royalty Due UBC payable directly by Hana to the University shall be adjusted
      as follows:

     

    
      	(a)  	
              if
                more than one Patent sublicensed under this Agreement is required
                in
                respect of a Product, then the royalty applicable to any such specific
                Product pursuant to Section 5.2
                hereof may be reduced such that there shall only be one royalty payable
                on
                such Product and that royalty shall be the Royalty Due UBC for one
                of the
                Patents used (determined in accordance with Section 5.2
                and Schedule“B”)
                which is most favourable to the University;
                and

            


    

     

    
      	(b)  	
              if
                it is reasonably commercially necessary for a Product to be subject
                to
                royalty obligations to one or more Third Parties other than the
                University, or if Hana licenses or owes a royalty in respect of one
                or
                more patents from one or more Third Parties to be used in combination
                with
                the Patents sublicensed hereunder, then the Royalty Due UBC set out
                in
                Section 5.2
                shall be adjusted by apportioning the relative value between the
                Technology and said Third Party patent(s) by multiplying the Royalty
                Due
                UBC by the formula a/(a+b) where "a" is the value of the Patent
                sublicensed under this Agreement, and "b" is the value of the Third
                Party
                patent(s), provided that "b" shall never be fixed at a value higher
                than
                "a". Values "a" and "b" shall be determined on the basis of the values
                of
                each patent when used separately and not used in combination with
                each
                other. If the Parties are unable to come to agreement on said respective
                values, the issue will be determined by arbitration pursuant to
                14.3
                For greater certainty, notwithstanding anything in this Section,
                the final
                Royalty Due UBC payable by Hana to the University shall not be less
                than
                [***]%
                of the Royalty Due UBC determined in accordance with Section 5.2.

            


    

     

    
      
        
        

      

      
        -
          18 -

        
          

        

      

      
        
        

      

    

    5.5  
      Payment
      of Royalty Due UBC

     

    
      	(a)  	
              The
                Royalty Due UBC shall become due and payable by Hana to the University
                within thirty (30) days of each respective Royalty Due Date and shall
                be
                calculated with respect to the Revenue and the Sublicensing Revenue
                Due
                UBC in the three (3) month period immediately preceding the applicable
                Royalty Due Date.

            


    

     

    
      	(b)  	
              All
                payments of Royalty Due UBC made by Hana to the University hereunder
                shall
                be made in U.S. Dollars without any reduction or deduction of any
                nature
                or kind whatsoever, except as may be prescribed by
                law.

            


    

     

    
      	(c)  	
              Revenue
                Due UBC shall be deemed to have been received by Hana or any Affiliate
                of
                Hana when actually received, provided that diligent efforts short
                of
                commencing legal action are made to collect same. Sublicensing Revenue
                Due
                UBC shall be deemed to have been received by Hana or any Affiliate
                of Hana
                with respect to each of their Sublicensees when such consideration
                is
                actually received.

            


    

     

    
      	(d)  	
              Any
                transaction, disposition, or other dealing involving the Technology,
                Product or any part thereof between Hana and another Person that
                is not
                made at fair market value shall be deemed to have been made at fair
                market
                value, and the fair market value of that transaction, disposition,
                or
                other dealing shall be deemed to be part of the Revenue (or the
                Sublicensing Revenue Due UBC, as the case may be) and shall be included
                in
                the calculation of Royalty Due UBC under this
                Agreement.

            


    

     

    
      	(e)  	
              Revenue
                Due UBC shall not include and no Royalty Due UBC will be payable
                on
                Product used for research and development of the Product or the Technology
                for which Hana does not receive consideration, such as but not limited
                to
                dispositions for clinical trials, marketing, research use and
                compassionate use or for other similar
                uses.

            


    

     

    
      	(f)  	
              Sublicensing
                Revenue Due UBC shall not include and no Royalty Due UBC will be
                payable
                on:

            


    

     

    
      	(i)  	
              loans
                to Hana by a Sublicensee relating to the Technology except to the
                extent
                that the interest charged for same is less than fair market value
                (in
                which case such difference shall be Sublicensing Revenue Due UBC)
                or to
                the extent that the principal of same is forgiven (in which case
                such
                forgiven amount shall be Sublicensing Revenue Due UBC);
                or

            


    

     

    
      	(ii)  	
              investments
                in Hana by a Sublicensee relating to the Technology except to the
                extent
                that such investments are made at greater than fair market value
                (in which
                case such premium shall be Sublicensing Revenue Due UBC). For the
                purposes
                of this Section, if the shares are not listed on any stock exchange,
                the
                fair market value shall be based on the price at which shares have
                been
                issued to investors (who are not industry-related strategic investors
                or
                collaborative research partners) in the then most recent bona fide
                arm’s
                length private placement financing completed within the preceding
                twelve
                (12) months having gross proceeds of at least $500,000 CDN. If no
                such
                private placement financing has been completed, the Parties hereto
                shall
                appoint a mutually acceptable Person as an independent evaluator
                and if
                the Parties cannot agree on an evaluator, the appointing authority
                shall
                be the British Columbia International Commercial Arbitration Centre.
                

            


    

     

     

    
      
        
        

      

      
        -
          19 -

        
          

        

      

      
        
        

      

    

     

    
      	(g)  	
              If
                at any time, a Third Party in any country shall, under the right
                of a
                compulsory license granted or ordered to be granted by a competent
                governmental authority, manufacture, use or sell any Product with
                respect
                to which Royalty Due UBC would be payable pursuant to this Agreement,
                then
                Hana may reduce the Royalty Due UBC on sales in such country of such
                Product to an amount no greater than the amount payable by said Third
                Party to Hana as consideration for the compulsory
                license.

            


    

     

    
      	(h)  	
              No
                Royalty Due UBC shall be payable on the sales of Product between
                Hana and
                its Affiliates, provided that Royalty Due UBC shall be payable on
                all
                Revenue received by Hana or its Affiliate(s) from any subsequent
                sale of
                such Product to a Sublicensee or to a Third
                Party.

            


    

     

    
      	(i)  	
              No
                Royalty Due UBC shall be payable to the University on any revenue
                paid to
                Hana by its Affiliates as a consequence of a sublicense between Hana
                and
                its Affiliates, but Royalty Due UBC shall be payable on all Revenue
                Due
                UBC paid to Hana’s Affiliates by a Third Party as a consequence of a
                sublicense between Hana’s Affiliates and any Third
                Party.

            


    

     

    
      	(j)  	
              If,
                at any time, legal restrictions prevent the prompt remittance of
                part or
                all of the Royalty Due UBC with respect to any country where Revenue
                Due
                UBC or Sublicensing Revenue Due UBC is generated, Hana shall have
                the
                right and option, on consultation with the University, to make such
                payments by depositing the amount thereof in local currency for the
                benefit of the University in a bank or depository in such
                country.

            


    

     

    
      	(k)  	
              In
                further consideration for the sublicense granted hereunder, Hana
                shall pay
                to the University on behalf of INEX, in addition to all other amounts
                due
                under this Agreement, an annual maintenance fee of [***] Dollars
                ($[***]
                CDN) payable on or before January 2 of each year, commencing on January
                2,
                2007 (the “Annual
                Maintenance Fee”)
                during which this Agreement remains in full force and effect. Neither
                all
                nor any part of this Annual Maintenance Fee shall be refundable to
                Hana
                under any circumstances.

            


    

     

    
      5.6  Interest
        Due to University

    

     

    All
      amounts due and owing by Hana to the University:

     

    
      	(a)  	
              under
                this Article
                5;
                and 

            


    

     

    
      	(b)  	
              under
                any other Section(s) in respect of payments to be made by Hana to
                the
                University;

            


    

     

     

    
      
        
        

      

      
        -
          20 -

        
          

        

      

      
        
        

      

    

    but
      not
      paid by Hana on the due date thereof shall bear interest in Canadian Dollars
      at
      the rate of [***]
      per cent
      ([***]%)
      per
      month. Such interest shall accrue on the balance of unpaid amounts from time
      to
      time outstanding from the date on which portions of such amounts become due
      and
      owing until payment thereof in full. 

     

    
      5.7  Sublicensing
        and Royalty Payments
        to INEX

    

     

    
      	(a)  	
              In
                consideration of the sublicense granted to Hana under this Agreement,
                the
                disclosure to Hana of INEX’s Confidential Information, and subject to the
                provisions of this Agreement, Hana shall pay the Royalty Due INEX
                and
                Sublicensing Revenue Due INEX as provided herein. Hana shall also
                pay to
                UBC the Royalty Due UBC on Inex’s behalf. Inex shall pay to UBC the
                Sublicensing Revenue Due UBC in accordance with the UBC License.
                Hana and
                Inex shall confirm to the other in writing the delivery of each such
                payment to UBC.

            


    

     

    
      	(b)  	
              Sphingosomal
                Vinorelbine

            


    

     

    
      	(i)  	
              Milestone
                Payments:

            


    

     

    
      Hana
        shall pay to INEX milestones payments in respect
        of Sphingosomal Vinorelbine as follows:

       

    

    
      	(A)  	
              [***]
                Dollars ($[***])
                upon on the date the first patient is enrolled in any clinical trial
                of
                Sphingosomal Vinorelbine conducted pursuant to an IND sponsored by
                Hana,
                of which [***]
                Dollars ($[***])
                shall be paid by wire transfer to INEX of immediately available funds
                and
                the remaining [***]
                Dollars ($[***])
                shall be paid by Hana issuing to INEX a number of additional shares
                of
                Common Stock determined by dividing [***]
                Dollars ($[***])
                by the FMV as of the date of such first patient
                enrolment;

            


    

     

    
      	(B)  	
              [***]
                Dollars ($[***])
                upon the date the first patient is enrolled in a Phase II clinical
                trial
                of Sphingosomal Vinorelbine conducted pursuant to an IND sponsored
                by
                Hana, which payment shall be made by Hana issuing to INEX a number
                of
                additional shares of Common Stock determined by dividing [***]
                Dollars ($[***])
                by the FMV as of the date of such first patient enrollment;
                and

            


    

     

    
      	(C)  	
              [***]
                Dollars ($[***])
                upon the approval by the FDA of an NDA relating to Sphingosomal
                Vinorelbine, which payment shall be made by Hana issuing to INEX
                a number
                of additional shares of Common Stock determined by dividing [***]
                Dollars ($[***])
                by the FMV as of the date of such FDA approval; provided however,
                if a
                Regulatory Submission equivalent to an NDA is approved in any of
                the
                Designated EU States before an NDA relating to Sphingosomal Vinorelbine
                is
                approved by the FDA, one half the milestone due under this Section
                5.7(b)(C)
                will be paid by Hana to INEX immediately upon approval of that equivalent
                filing and the remaining balance will be paid by Hana to INEX immediately
                upon the approval of an NDA relating to Sphingosomal Vinorelbine
                by the
                FDA.

            


    

     

    
      	(D)  	
              For
                the avoidance of doubt, each of the milestone payments described
                in
                subparagraphs (A) and (B) of this Section 5.7(b)(i)
                above represent one-time payments to INEX, and shall be due only
                upon the
                first occurrence of the events described in each such subparagraph.
                For
                example, the milestone payment described in subparagraph (A) above
                will be
                due only once, following the FDA’s acceptance for review of the
                Sphingosomal Vincristine NDA. No additional milestone payments to
                INEX
                shall be due from Hana pursuant to subparagraph (A) in connection
                with any
                subsequent NDA submission by Hana relating to Sphingosomal
                Vincristine.

            


    

     

    
      
        
        

      

      
        -
          21 -

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              Royalties:

            


    

     

    Hana
      shall pay to INEX royalty payments based on
      cumulative Net Sales of Liposomal Vinorelbine as
      follows:

     

    
      	(A)  	
              With
                respect to Net Sales of Liposomal Vinorelbine in the United States,
                a
                royalty equal to the sum of: (i) [***]
                percent ([***]%)
                of Net Sales in consideration of the Patents if the Product sold
                is
                embraced within any Valid Claim under the Patents in the United States;
                (ii) [***]
                percent ([***]%)
                of Net Sales in consideration of, and during any period of product
                exclusivity provided by the laws of the United States of America,
                including but not limited to marketing exclusivity in the form of
                data
                exclusivity, pediatric exclusivity, and orphan drug designation
                exclusivity; and (iii) [***]
                percent ([***]%)
                of Net Sales in consideration of Technology; provided, however, that
                the
                total royalty paid shall be limited to [***]
                percent ([***]%)
                of cumulative Net Sales up to [***]
                Dollars ($[***]),
                and limited to [***]
                percent ([***]%)
                of cumulative Net Sales in excess of [***]Dollars
                ($[***]);
                and

            


    

     

    
      	(B)  	
              With
                respect to Net Sales of Sphingosomal Vinorelbine in each country
                of the
                Territory other than the United States, a royalty of [***]
                percent ([***]%)
                of Net Sales in consideration of Technology; provided, however, that
                the
                total royalty paid shall be limited to [***]
                percent ([***]%)
                of cumulative Net Sales up to [***]
                Dollars
                ($[***]),
                and increased to [***]
                percent ([***]%)
                of cumulative Net Sales in excess of [***]Dollars
                ($[***]).

            


    

     

    
      	(iii)  	
              Generic
                Competition:

               

              If,
                during a given calendar year, there is sale
                of a generic Sphingosomal Vinorelbine or sale of an approved equivalent
                to
                Sphingosomal Vinorelbine (collectively, “Approved
                Sphingosomal Vinorelbine Equivalents”)
                in any country in the Territory, them, for such country, the total
                amount
                of Royalties Due INEX for the Net Sales of Sphingosomal Vinorelbine
                in
                such country during such calendar year will be reduced to [***]
                percent ([***]%)
                of the Royalties Due INEX pursuant to Section 5.7(b)(ii)
                for such calendar year, in such
                country.

            


    

     

    
      	(iv)  	
              Deductions:

               

              Notwithstanding
                the schedule of royalty
                payments set forth in Section 5.7(b)(ii),
                Hana shall be entitled to deduct from such Sphingosomal Vinorelbine
                royalty obligations owed by Hana to INEX, an amount equal to [***]
                percent ([***]%)
                of the research and development expenses Hana incurs in connection
                with
                the Development of Sphingosomal Vinorelbine (the “Sphingosomal
                Vinorelbine R&D Expenses”);
                provided however, that such deduction shall not exceed the lesser
                of:

            


    

     

    
      
        
        

      

      
        -
          22 -

        
          

        

      

      
        
        

      

    

     

    
      	(A)  	
              [***]
                Dollars ($[***]);
                or

            


    

     

    
      	(B)  	
              [***]
                Dollars ($[***])
                per patient treated in a Registrational Clinical
                Trial;

            


    

     

    provided
      further, however, that such deduction for Sphingosomal Vinorelbine R&D
      Expenses shall not exceed [***]
      percent
      ([***]%)
      of the
      royalty amount otherwise payable by Hana to INEX for Sphingosomal Vinorelbine
      in
      each calendar year, provided that Hana shall be entitled to carry over into
      succeeding
      years
      any
      amount of Sphingosomal Vinorelbine R&D Expenses that were ineligible for
      deduction as a result of the such limitation. All Sphingosomal Vinorelbine
      R&D Expenses shall be subject to audits by INEX using reasonable and
      customary audit procedures in order to verify the amounts thereof.

     

    
      	(c)  	
              Sphingosomal
                Topotecan

            


    

     

    
      	(i)  	
              Milestone
                Payment:

              Hana
                shall pay to INEX milestones payments in respect of Sphingosomal
                Topotecan
                as follows:

            


    

     

    
      	(A)  	
              [***]
                Dollars ($[***])
                upon the date the first patient is enrolled in any clinical trial
                of
                Sphingosomal Topotecan conducted pursuant to an IND sponsored by
                Hana,
                which payment shall be made by Hana issuing to INEX a number of additional
                shares of Common Stock determined by dividing [***]
                Dollars ($[***])
                by the FMV as of the date of such first patient
                enrollment;

            


    

     

    
      	(B)  	
              [***]
                Dollars ($[***])
                upon the date the first patient is enrolled in a Phase II clinical
                trial
                of Sphingosomal Topotecan conducted pursuant to an IND sponsored
                by Hana,
                which payment shall be made by Hana issuing to INEX a number of additional
                shares of Common Stock determined by dividing [***]
                Dollars ($[***])
                by the FMV as of the date of such first patient enrollment;
                and

            


    

     

    
      	(C)  	
              [***]
                Dollars ($[***])
                upon the approval by the FDA of an NDA relating to Sphingosomal Topotecan,
                which payment shall be made by Hana issuing to INEX a number of additional
                shares of Common Stock determined by dividing [***]
                Dollars ($[***])
                by the FMV as the date of such FDA approval; provided however, if
                a
                Regulatory Submission equivalent to an NDA is approved in any of
                the
                Designated EU States before an NDA relating to Sphingosomal Topotecan
                is
                approved by the FDA, [***]
                the milestone due under this Section 5.7(c)(i)(C)
                will be paid by Hana to INEX immediately upon approval of that equivalent
                filing and the remaining balance will be paid by Hana to INEX immediately
                upon the approval of an NDA relating to Sphingosomal Topotecan by
                the
                FDA.

            


    

     

    
      	(D)  	
              For
                the avoidance of doubt, each of the milestone payments described
                in
                subparagraphs (A), (B) and (C) of this Section 5.7(c)(i)
                above represent one-time payments to INEX, and shall be due only
                upon the
                first occurrence of the events described in each such subparagraph.
                For
                example, the milestone payment described in subparagraph (A) above
                will be
                due only once, upon the date the first patient is enrolled in a clinical
                trial of Sphingosomal Topotecan conducted pursuant to an IND sponsored
                by
                Hana. No additional milestone payments to INEX shall be due from
                Hana
                pursuant to subparagraph (A) in connection with any subsequent clinical
                trials sponsored by Hana.

            


    

     

    
      
        
        

      

      
        -
          23 -

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              Royalties:

            


    

     

    Hana
      shall pay to INEX royalty payments
      based
      on cumulative Net Sales of
      Sphingosomal Topotecan as
      follows:

     

    
      	(A)  	
              With
                respect to Net Sales of Sphingosomal Topotecan in the United States,
                a
                royalty equal to the sum of: (i) [***]
                percent ([***]%)
                of Net Sales in consideration of the Patents if the Product sold
                is
                embraced within any Valid Claim under the Patents in the United States;
                (ii) [***]
                percent ([***]%)
                of Net Sales in consideration of, and during any period of product
                exclusivity provided by the laws of the United States of America,
                including but not limited to marketing exclusivity in the form of
                data
                exclusivity, pediatric exclusivity, and orphan drug designation
                exclusivity; and (iii) [***]
                percent ([***]%)
                of Net Sales in consideration of Technology; provided, however, that
                the
                total royalty paid shall be limited to [***]
                percent ([***]%)
                of cumulative Net Sales up to [***]
                Dollars ($[***]),
                and limited to [***]
                percent ([***]%)
                of cumulative Net Sales exceeding [***]
                Dollars
                ($[***]);

            


    

     

    
      	(B)  	
              With
                respect to Net Sales of Sphingosomal Topotecan in each country of
                the
                Territory other than the United States, a royalty of [***]
                percent
                ([***]%)
                of Net Sales in consideration of Technology; provided, however, that
                the
                total royalty paid shall be limited to [***]
                percent ([***]%)
                of cumulative Net Sales up to [***]
                Dollars
                ($[***]),
                and increased to [***]
                percent ([***]%)
                of cumulative Net Sales in excess of [***]
                Dollars
                ($[***]
                ).

            


    

     

    
      	(iii)  	
              Generic
                Competition:

            


    

     

    If,
      during a given calendar year, there is sale of a generic Sphingosomal Topotecan
      or sale of an approved equivalent to Sphingosomal Topotecan (collectively,
      “Approved
      Sphingosomal Topotecan Equivalents”)
      in any
      country in the Territory, them, for such country, the total amount of Royalties
      Due INEX for the Net Sales of Sphingosomal Topotecan in such country during
      such
      calendar year will be reduced to [***]
      percent
      ([***]%)
      of the
      Royalties Due INEX pursuant to Section 5.7(c)(ii)
      for such
      calendar year, in such country.

     

    
      	(iv)  	
              Deductions:

            


    

     

    Notwithstanding
      the schedule of royalty payments set forth in Section 5.7(c)(ii),
      Hana
      shall be entitled to deduct from such Sphingosomal Topotecan royalty obligations
      owed by Hana to INEX, an amount equal to [***]
      percent
      ([***]%)
      of the
      research and development expenses Hana incurs in connection with the Development
      of Sphingosomal Topotecan (the “Sphingosomal
      Topotecan R&D Expenses”);
      provided however, that such deduction shall not exceed the lesser
      of:

     

    
      	(A)  	
              [***]
                Dollars ($[***]);
                or

            


    

     

    
      
        
        

      

      
        -
          24 -

        
          

        

      

      
        
        

      

    

     

    
      	(B)  	
              [***]
                Dollars ($[***])
                per patient treated in a Registrational Clinical
                Trial;

            


    

     

    provided
      further, however, that such deduction for Sphingosomal Topotecan R&D
      Expenses shall not exceed [***]
      percent
      ([***]%)
      of the
      royalty amount otherwise payable by Hana to INEX for Sphingosomal Topotecan
      in
      each calendar year, provided that Hana shall be entitled to carry over into
      succeeding
      years
      any
      amount of Sphingosomal Topotecan R&D Expenses that were ineligible for
      deduction as a result of the such limitation. All Sphingosomal Topotecan R&D
      Expenses shall be subject to audits by INEX using reasonable and customary
      audit
      procedures in order to verify the amounts thereof.

     

    
      	(d)  	
              Limitation
                on Payment Using Common Stock

            


    

     

    Notwithstanding
      anything to the contrary contained in Sections 5.7(b)
      and
5.7(c),
      at
      Hana’s sole option, any milestone or other payment payable by Hana to INEX
      hereunder by the issuance of shares of Common Stock to INEX may also be made
      by
      payment of cash to INEX. The maximum number of shares of Common Stock that
      Hana
      may issue to INEX in satisfaction of its obligations hereunder shall not exceed
      19.99% of the total number of shares of Common Stock outstanding on the
      Effective Date (the “Maximum
      Issuance Amount”).
      In
      the event Hana issues to INEX an aggregate number of shares of Common Stock
      that
      equals the Maximum Issuance Amount, all amounts payable by Hana thereafter
      to
      INEX shall be made in cash.

     

    
      	(e)  	
              Remuneration
                Respecting Sublicensees

            


    

     

    
      	(i)  	
              In
                the event Hana sublicenses its rights under Sphingosomal Vincristine
                before the FDA approves the Sphingosomal Vincristine NDA or a Designated
                EU State approves a Regulatory Submission that is equivalent to an
                NDA,
                INEX shall be entitled to receive [***]
                percent
                ([***]%)
                of any Sublicensing Revenue Due INEX payable to Hana by such Sublicensee.
                In the event Hana sublicenses its rights to Sphingosomal Vincristine
                after
                the FDA approves the Sphingosomal Vincristine NDA or a Designated
                EU State
                approves a Regulatory Submission that is equivalent to an NDA, INEX
                shall
                be entitled to receive [***]
                percent ([***]%)
                of any Sublicensing Revenue Due
                INEX
                payable to Hana by such
                Sublicensee;

            


    

     

    
      	(ii)  	
              In
                the event Hana sublicenses its rights under Sphingosomal Vinorelbine,
                INEX
                shall be entitled to share the Sublicensing Revenue Due
                INEX
                payable to Hana, if any, as
                follows:

            


    

     

    
      	(A)  	
              INEX’s
                share of such Sublicensing Revenue Due
                INEX
                shall be [***]
                percent ([***]%)
                of any Sublicensing Revenue Due
                INEX
                payable to Hana by such Sublicensee during the period commencing
                on the
                Effective Date and ending on the date immediately preceding the date
                the
                first patient is enrolled in a Phase II clinical trial of Sphingosomal
                Vinorelbine;

            


    

     

    
      	(B)  	
              INEX’s
                share of such Sublicensing Revenue Due
                INEX
                shall be reduced to [***]
                percent ([***]%)
                of
                any Sublicensing Revenue Due
                INEX
                payable to Hana by such Sublicensee on or after the date the first
                patient
                is enrolled in Phase II clinical trial of Sphingosomal Vinorelbine
                and
                ending on the date immediately preceding the earlier to occur
                of:

            


    

     

    
      
        
        

      

      
        -
          25 -

        
          

        

      

      
        
        

      

    

     

    
      	(1)  	
              the
                date the first patient is enrolled in a Phase III clinical trial
                of
                Sphingosomal Vinorelbine; or

            


    

     

    
      	(2)  	
              the
                acceptance of the NDA or its equivalent Regulatory Submission for
                Sphingosomal Vinorelbine; and

            


    

     

    
      	(C)  	
              INEX’s
                share of such Sublicensing Revenue Due
                INEX
                shall be reduced to [***]
                percent ([***]%)
                of any Sublicensing Revenue Due
                INEX
                payable to Hana by such Sublicensee on or after the earlier to occur
                of:

            


    

     

    
      	(1)  	
              the
                date the first patient is enrolled in a Phase III clinical trial
                of
                Sphingosomal Vinorelbine; or

            


    

     

    
      	(2)  	
              the
                acceptance of the NDA or its equivalent Regulatory Submission for
                Sphingosomal Vinorelbine.

            


    

     

    
      	(iii)  	
              In
                the event Hana sublicenses its rights under Sphingosomal Topotecan,
                INEX
                shall be entitled to share the Sublicensing Revenue Due
                INEX payable
                to Hana, if any, as follows:

            


    

     

    
      	(A)  	
              INEX’s
                share of such Sublicensing Revenue Due
                INEX shall
                be [***]
                ([***]%)
                of any Sublicensing Revenue Due
                INEX payable
                to Hana by such Sublicensee during the period commencing on the Effective
                Date and ending on the date immediately preceding the date the first
                patient is enrolled in a Phase II clinical trial of Sphingosomal
                Topotecan;

            


    

     

    
      	(B)  	
              INEX’s
                share of such Sublicensing Revenue Due
                INEX shall
                be reduced to [***]
                percent ([***]%)
                of any Sublicensing Revenue Due
                INEX payable
                to Hana by such Sublicensee on or after the date the first patient
                is
                enrolled in Phase II clinical trial of Sphingosomal Topotecan and
                ending
                on the date immediately preceding the earlier to occur
                of:

            


    

     

    
      	(1)  	
              the
                date the first patient is enrolled in a Phase III clinical trial
                of
                Sphingosomal Topotecan, or

            


    

     

    
      	(2)  	
              the
                acceptance of the NDA or its equivalent Regulatory Submission for
                Sphingosomal Topotecan.

            


    

     

    
      	(iv)  	
              Notwithstanding
                anything to the contrary contained in this Section 5.7(e)(iii),
                Hana shall have no obligation to pay to INEX its respective share
                of any
                such Sublicensing Revenue Due
                INEX unless
                and until Hana
                actually
                receives such Sublicensing Revenue Due
                INEX from
                its Sublicensee.

            


    

     

    
      	(v)  	
              Where
                any Sublicensing Revenue Due
                INEX payable
                to, collected or received by Hana or its Affiliates is in Dollars,
                Hana
                shall pay to INEX, INEX’s share of such Sublicensing Revenue Due
                INEX within
                ten
                (10)
                days of Hana or its Affiliate’s receipt of same. Where
                any Sublicensing Revenue Due
                INEX payable
                to, collected or received by Hana or its Affiliates is derived from
                a
                country other than the United States of America, INEX’s portion of such
                Sublicensing Revenue Due
                INEX shall
                be converted to the equivalent in Dollars on the same date that Hana
                converts such Sublicensing Revenue Due
                INEX to
                Dollars, in which case the amount of Dollars pursuant to an actual
                conversion shall be included in the Sublicensing Revenue
                Due INEX
                and Hana shall pay to INEX, INEX’s share of such Sublicensing
                Revenue
                Due INEX
                within ten
                (10)
                days of such conversion. If at any time the Parties agree that it
                is not
                practical or possible for Hana to forthwith convert Sublicensing
                Revenue
                Due
                INEX paid
                in foreign currency to Dollars, or if legal restrictions prevent
                the
                conversion of part or all of the Sublicensing Revenue Due
                INEX to
                Dollars, Hana shall have the right and option, upon consultation
                with
                INEX, to deposit INEX’s share of such Sublicensing Revenue Due
                INEX in
                local currency, in an account in INEX’s sole name in a bank or depository
                in the country where such Sublicensing Revenue Due
                INEX is
                generated. Hana
                shall make such deposit within ten
                (10)
                days of Hana or its Affiliate’s receipt of said foreign currency. The last
                date of signature of any duly executed sublicensing agreement between
                Hana
                and a Sublicensee shall be deemed to be the date upon which Sublicensing
                Revenue
                Due INEX
                is
                received by Hana for the purposes of determining the percentage of
                Sublicensing Revenue Due
                INEX payable
                to INEX pursuant to Sections 5.7(b)
                and 5.7(c).
                Hana shall make Commercially Reasonable Efforts to inform INEX in
                a timely
                manner of material legislative and economic changes in such country
                in
                which such deposit was made so as to enable INEX to more readily
                access,
                convert and/or transfer from such country, INEX’s share of Sublicensing
                Revenue
                Due INEX
                deposited in such country by Hana

            


    

     

    
      
        
        

      

      
        -
          26 -

        
          

        

      

      
        
        

      

    

     

    
      	(vi)  	
              Notwithstanding
                Section 5.7(e)(v),
                if any Sublicensing Revenue
                Due INEX
                other than cash is payable to, collected or received by Hana or its
                Affiliates,
                Hana may elect to pay to INEX, INEX’s share of Sublicensing
                Revenue
                Due INEX
                by
                way of cash, common stock of Hana, common stock of another corporation
                acceptable to INEX, or any combination thereof. If Hana elects to
                pay INEX
                using the common stock of Hana or the common stock of another corporation
                acceptable to INEX, the following shall
                apply:

            


    

     

    
      	(A)  	
              the
                last date of signature of any duly executed sublicensing agreement
                between
                Hana and a Sublicensee shall be deemed to be the date upon which
                Sublicensing Revenue
                Due INEX
                is
                received by Hana for the purposes of determining the percentage of
                Sublicensing Revenue
                Due INEX
                payable to INEX pursuant to Sections 5.7(e)(i)
                and 5.7(e)(ii);

            


    

     

    
      	(B)  	
              the
                value of the economic benefit of the Sublicensing Revenue Due
                INEX
                established by a Third
                Party banker or valuator, measured in Dollars and applied to the
                percentage entitlement of INEX determined pursuant to Section 5.7(e)(vi)(A),
                shall be the assessed value (the “Assessed
                Value”)
                to be used in determining the number common stock of Hana or of
                another corporation acceptable to INEX
                payable to INEX pursuant to Section 5.7(e)(vi)(C);
                and

            


    

     

    
      	(C)  	
              Hana
                will pay INEX using common stock of Hana or of another corporation
                acceptable to INEX as follows:

            


    

     

    
      	(1)  	
              the
                Parties will mutually agree on the par value per share of common
                stock of
                Hana or of another corporation acceptable to INEX;
                and

            


    

     

    
      	(2)  	
              Hana
                will issue or assign to INEX as applicable, a number of common stock
                of
                Hana or of another corporation acceptable to INEX by dividing the
                Assessed
                Value by the FMV as of the date upon which Sublicensing
                Revenue
                Due INEX
                was deemed to have been received by Hana pursuant to Section 5.7(e)(vi)(A).

            


    

     

     

    
      
        
        

      

      
        -
          27 -

        
          

        

      

      
        
        

      

    

    If
      Hana
      elects to pay Sublicensing Revenue
      Due
      INEX
      using a
      combination of cash and common stock as described in this Section, the Assessed
      Value used to calculate the stock payable shall be reduced by the value of
      Dollars actually paid to INEX in accordance with Section 5.7(e)(v).

     

    
      	(D)  	
              Hana’s
                payment of Sublicensing Revenue Due INEX in the form of stock pursuant
                to
                this Section shall
                be
                made within ten (10) days of Hana’s receipt of
                same.

            


    

     

    
      	(vii)  	
              Hana’s
                payment of Sublicensing Revenue Due INEX under this Section 5.7(e)
                shall be accompanied by an accounting setting out all Sublicensing
                Revenue
                Due INEX payable to, collected or received by Hana or its Affiliates,
                segmented according to Product, Sublicensee identified by name, and
                the
                last date on which each sublicensing agreement was
                executed.

            


    

     

    
      	(f)  	
              Third
                Party Payments

            


    

     

    
      	(i)  	
              If,
                during the term of this Agreement:

            


    

     

    
      	(A)  	
              Hana
                and INEX mutually agree that it is necessary to seek a license from
                any
                Third Party in the Territory in order to avoid infringement during
                the
                exercise of the rights herein granted;
                or

            


    

     

    
      	(B)  	
              if
                as a result of any complaint alleging infringement or violation of
                any
                patent or other Intellectual Property Rights is made against Hana,
                its
                Affiliate or its Sublicensee with respect to the Manufacture, use
                or sale
                of a Product in the Hana Field, where such Manufacture, use or sale
                is
                encompassed by the Technology, and a settlement, consent judgement
                or
                award of Damages determined by a court of competent jurisdiction
                requires
                Hana to make payment of Damages to a Third Party in satisfaction
                of such
                complaint; or

            


    

     

    
      	(C)  	
              if
                an independent, mutually acceptable Third Party patent attorney determines
                that such a license is required (in accordance with the procedure
                outlined
                in this Section 5.7(f)(i);

            


    

     

    Hana
      shall pay all royalties, Damages or other amounts to the Third Party (the
“Offset
      Amount”),
      and
subject
      to Section 5.7(f)(ii),
      Hana’s
      sole remedy from INEX for such payment shall be to offset or credit [***]
      percent
      ([***]%)
      of the
      Offset Amount against future payments otherwise due INEX as royalties hereunder.
      Royalties due INEX shall not, however, be reduced by more than [***]
      percent
      ([***]%)
      of the
      applicable royalties set forth in
      Sections
5.7(b)(ii)
      and
5.7(c)(ii)
      during
any
      given
      calendar year. Any uncredited portion of the permitted Offset Amount will be
      carried forward until the full permitted Offset Amount has been satisfied.
      The
      Offset Amount shall not include any punitive award payable to the Third Party
      (the “Punitive
      Amount”),
      and
      thus any Punitive Amount is not to be offset or credited against future royalty
      payments due INEX. In the event that the Parties are unable to agree on whether
      any such license is needed or on the terms of such license, the Parties shall
      submit such dispute to an independent, mutually acceptable Third Party patent
      attorney for a final and binding determination of such dispute, and the Parties
      shall equally share the cost of engaging such patent attorney.

     

    
      
        
        

      

      
        -
          28 -

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              Notwithstanding
                the provisions of Section 5.7(f),
                if the license from the Third Party or the royalty or other amount
                payable
                to such Third Party gives rise to an indemnification obligation under
                one
                or more of the Definitive Agreements in favour of Hana on the part
                of
                INEX, then such royalty or other amount shall be paid by INEX as
                Damages
                in accordance therewith; provided however, that Hana agrees to use
                all
                reasonable efforts to avoid a finding of wilful infringement of such
                Third
                Party’s rights.

            


    

     

    
      	(g)  	
              Compulsory
                Licenses

            


    

     

    In
      the
      event that a government agency in any country of the Territory grants or compels
      INEX,
      Hana,
      or either of their respective Affiliates or Sublicenses
      to grant
      a right to commercialize Product to any Third Party, Hana may,
      at its
      sole option,
      either:

     

    
      	(i)  	
              avail
                itself of the royalty reduction set out in Sections 5.7(b)(iv)
                and 5.7(c)(iv),
                if applicable; or

            


    

     

    
      	(ii)  	
              have
                the benefit in such country of the same terms granted to such Third
                Party
                to the extent that such terms taken as a whole are more favourable
                than
                those of this Agreement.

            


    

     

    
      	(h)  	
              Withholding
                Taxes

            


    

     

    Any
      tax
      which Hana is required to pay or withhold with respect of license fees, royalty
      payments and milestone payments to be made to INEX hereunder shall be deducted
      from the amount otherwise due provided that, in regard to any such deduction,
      Hana shall give INEX such assistance, which shall include the provision of
      such
      documentation as may be required by the US Internal Revenue Service and other
      revenue services, as may reasonably be necessary to enable INEX to evidence
      such
      payment, claim exemption therefrom or obtain a repayment thereof or a reduction
      thereof and shall upon request provide such additional documentation from time
      to time as is needed to confirm the payment of tax. The Parties agree
      that:

     

    
      	(i)  	
              Hana
                shall be deemed to be the sole payer of payments owed to INEX under
                this
                Agreement and shall not have the right to substitute any domestic
                or
                foreign Affiliate for that purpose,
                and

            


    

     

    
      	(ii)  	
              in
                the event that Hana takes any action, including, without limitation,
                the
                assignment of this Agreement, any sublicensing permitted hereby,
                any
                change of jurisdiction of residence or any reorganization or change
                in its
                business or structure so that, after such action, the withholding
                tax on
                the payments under this Agreement would be substantially more than
                those
                in effect on the Effective Date, Hana shall
                either:

            


    

     

    
      	(A)  	
              with
                the co-operation of INEX, arrange its affairs so that the withholding
                tax
                consequences to INEX are not materially worse than those in effect
                prior
                to such action; or

            


    

     

    
      	(B)  	
              gross
                up the payments otherwise owed to INEX so that INEX receives net
                of
                withholding taxes the amount INEX would have received but for such
                action.

            


    

     

    
      	(i)  	
              Foreign
                Payments

            


    

     

    
      
        
        

      

      
        -
          29 -

        
          

        

      

      
        
        

      

    

    Where
      payments are due INEX hereunder for sales of a Product in a country in the
      Territory where, by reason of currency regulations or taxes of any kind, it
      is
      impossible or illegal for Hana, any Affiliate or Sublicensee to transfer such
      payments to INEX, such payments shall be deposited in whatever currency is
      allowable by the Person not able to make the transfer for the benefit or credit
      of INEX in an accredited bank in that country in the Territory that is
      reasonably acceptable to INEX.

     

    
      	(j)  	
              Method
                of Payment

            


    

     

    Hana
      shall make all payments due under this Agreement in Dollars by wire transfer
      of
      funds via the Federal Reserve Wire Transfer System to each of INEX’s and the
      University’s account as designated in writing by each of INEX and the University
      to Hana.

     

    
      	(k)  	
              Late
                Payments

            


    

     

    Any
      payment by Hana or INEX that is not paid on or before the date such payment
      is
      due under this Agreement shall bear interest at a rate equal to the lesser
      of:

     

    
      	(i)  	
              the
                Prime Rate(s) during the period of late payment plus [***]
                percent ([***]%)
                interest compounded monthly, or

            


    

     

    
      	(ii)  	
              the
                maximum rate permitted by law;

            


    

     

    calculated
      based on the number of days that payment is delinquent until full payment has
      been made.

     

    
      	(l)  	
              Records

            


    

     

    Hana
      shall keep, and shall require all Affiliates and Sublicensees to keep, full,
      true and accurate books of accounts and other records containing all information
      and data which may be necessary to ascertain and verify the royalties payable
      hereunder for a period of three (3) years after the date such royalties became
      payable.

     

    
      	(m)  	
              Audits

            


    

     

    During
      the Term, after the first commercial sale of Product and for a period of one
      (1)
      year following termination of this Agreement, INEX shall have the right from
      time to time (not to exceed once during each calendar year) to have either
      its
      internal financial audit personnel or an independent firm of accountants (i.e.,
      a certified public accountant or like person reasonably acceptable to Hana)
      inspect such books, records and supporting data of Hana, provided such audit
      shall not cover such records for more than the preceding five years. Such
      independent firm of accountants shall perform these audits at INEX’s expense
      upon reasonable prior notice and during Hana’s regular business hours, and shall
      agree as a condition to such audit to maintain the confidentiality of all
      information of Hana disclosed or observed in connection with such audit and
      to
      disclose to INEX only whether Hana has complied with its obligations under
      this
      Agreement with respect to the accuracy of the royalty statements, payments
      and
      permitted deductions. If the result of such audit demonstrates an underpayment
      by Hana to INEX of [***]%
      or
      more, Hana shall pay for the reasonable costs of such audit, and shall
      immediately pay to INEX the underpayment together with interest thereon at
      the
      Royal Bank of Canada prime lending rate prevailing at the time, plus
[***]
      ([***]%).

     

    
      	(n)  	
              Hana
                and INEX understand and recognize that there are a number of license,
                sublicense and other agreements between the parties comprising the
                grant
                of rights by INEX to Hana. Notwithstanding that Hana’s financial
                obligations to INEX may be repeated or referentially incorporated
                in part
                or in whole in each such agreement, the Parties agree that Hana’s
                cumulative financial obligation to INEX shall comprise the
                following:

            


    

     

    
      	(i)  	
              the
                Closing Payment;

            


    

     

    
      
        
        

      

      
        -
          30 -

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              the
                Closing Shares;

            


    

     

    
      	(iii)  	
              Hana’s
                assumption of all payment obligations of INEX
                to:

            


    

     

    
      	(A)  	
              the
                BCCA pursuant to the BCCA Agreements as defined in the License
                Agreement;

            


    

     

    
      	(B)  	
              MD
                Anderson pursuant to the MD Anderson License as defined in the License
                Agreement; and

            


    

     

    
      	(C)  	
              the
                University pursuant to the UBC
                License;

            


    

     

    
      	(iv)  	
              Royalties
                Due INEX pursuant to this Agreement;
                and

            


    

     

    
      	(v)  	
              Sublicensing
                Revenue Due INEX pursuant to this
                Agreement.

            


    

     

    Article
      6   PATENTS

     

    
      6.1  IP
        Committee

    

     

    The
      Parties will establish an IP committee (the “IP
      Committee”)
      comprised of an equal number of Representatives of each Party to coordinate
      patent prosecution and maintenance of the Patents. The IP Committee will conduct
      planning meetings as frequently as the Parties deem necessary. The primary
      method of meeting will be teleconference. The cost of conducting IP Committee
      meetings shall be allocated between the Parties pro-rata based on the combined
      average of each Party’s percentages of responsibilities set forth in each of the
      patent schedules attached to the Definitive Agreements. 

     

    
      6.2  Responsibility
        for Patent Prosecution and Maintenance

    

     

    Subject
      to prior consultation with the University and to the University giving its
      consent in respect of each material decision to be made concerning any Patent,
      the Parties may pursue patent prosecution and maintenance as
      follows:

     

    
      	(a)  	
              In
                respect of all patent and patent applications identified in Schedule
                “A”,
                Hana shall be responsible for: 

            


    

     

    
      	(i)  	
              the
                continued prosecution of any such pending patent applications to
                the
                issuance of the resulting patents;

            


    

     

    
      	(ii)  	
              the
                maintenance of all such issued Patents;
                and

            


    

     

    
      	(iii)  	
              the
                filing of additional patent applications for such Patents in any
                jurisdiction world-wide, including, without limitation, any continuations,
                continuations-in-part, divisionals, patents of addition, reissues,
                re-examinations and extensions of or substitutes therefore, which
                additional patent applications (and resulting patents) shall be
                automatically included in the Patents, and the provision of this
                Article
                6
                shall apply thereto.

            


    

     

    All
      reasonable costs and expenses arising from Hana’s patent prosecution and
      maintenance shall be allocated between the Parties pro-rata based on the
      percentages set forth in Schedule
      “A”.

     

    
      	(b)  	
              Notwithstanding
                the allocation of patent prosecution and maintenance costs set forth
                in
                this Section 6.2,
                if Hana requests IP Services from INEX in respect of any activities
                which
                would otherwise have been performed by Hana pursuant to Section
                6.2(a)
                ,
                INEX shall be entitled to payment of IP Services in accordance with
                the
                provisions of Section 6.9
                herein and the applicable provisions of the Service
                Agreement

            


    

     

    
      
        
        

      

      
        -
          31 -

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              Hana
                shall be responsible for the prosecution of the pending patent
                applications included in the Patents in accordance with the
                responsibilities set forth in Section 6.2(a)
                and cost allocations set forth in
                Schedule “A”.
                The cost allocations set out in Schedule
                “A” shall
                be subject to review and amendment by mutual agreement of the Parties
                on
                an annual basis on or before December 31 of each year during the
                Term. In
                the event that the parties cannot reach agreement on or before December
                31, the matter will be resolved by arbitration in accordance with
                Section
                14.3.

            


    

     

    
      	(d)  	
              Hana
                shall diligently pursue the prosecution of all patent applications
                in
                accordance with the responsibilities set forth in Section 6.2(a)
                and cost allocations set forth in Schedule
                “A” to
                issuance of the resulting patents and shall not abandon, withdraw
                or
                discontinue prosecution of any pending patent applications included
                in the
                Patents without first consulting with and obtaining the prior written
                consent of INEX, which consent shall not be withheld if the Parties
                agree
                that the issuance of a patent from such application is
                unlikely.

            


    

     

    
      	(e)  	
              At
                the request of INEX, Hana shall diligently pursue and prosecute additional
                patent filings relating to the Patents and Technologies in any
                jurisdiction worldwide in accordance with the responsibilities set
                forth
                in Section 6.2(a)
                and cost allocations set forth in Schedule
                “A”.

            


    

     

    
      	(f)  	
              Either
                Party may request the other Party to file new patent applications,
                divisionals, provisionals, non-provisionals, continuations and
                continuations-in-part to ensure that Valid Claims on Patents remain
                pending. If the Party having primary responsibility for patent prosecution
                and maintenance decides not to meet such request, the requesting
                Party
                shall be entitled to, at the requesting Party’s
                election:

            


    

     

    
      	(i)  	
              refer
                the matter to arbitration pursuant to 14.3;
                or

            


    

     

    
      	(ii)  	
              perform
                such filings and take such actions as it deems necessary and at its
                sole
                cost.

            


    

     

    If
      the
      requesting Party elects not to refer the matter to arbitration, the other Party
      shall, at the sole cost of the requesting Party:

     

    
      	(iii)  	
              cooperate
                with the requesting Party perform such filings and take such actions
                as
                may be required by the requesting Party if the requesting Party does
                not
                have standing to perform such filings and take such actions;
                or

            


    

     

    
      	(iv)  	
              grant
                the requesting Party a power-of-attorney to perform such filings
                and take
                such actions as may be required by the requesting
                Party;

            


    

     

    to
      ensure
      that Valid Claims to the Patents remain pending.

     

    
      6.3  Identification
        of Additional Process or Use

    

     

    Hana
      shall have the rights, with reasonable input from INEX and the University,
      to
      identify any process, use or products in the Hana Field arising out of the
      Technology that may be patentable and may provide written notice thereof to
      INEX, upon which Hana shall take all reasonable steps to obtain a patent
      assigned to the University provided that the costs of applying for, registering,
      and maintaining the patent shall be shared by the Parties in accordance with
      the
      cost allocations set forth in Schedule
      “A”
      for
      those jurisdictions in which Hana determines that a patent is required. In
      the
      event that the Parties cannot agree on an allocation of such costs within a
      reasonable time, the matter will be resolved in accordance with the dispute
      resolution procedure described under Section 14.3.

     

     

    
      
        
        

      

      
        -
          32 -

        
          

        

      

      
        
        

      

    

     

    
      6.4  Issuance
        of Patent

    

     

    On
      the
      issuance of a patent for the Technology applied for in accordance with Section
      6.3
      and/or
6.5,
      Hana
      shall have the right to become, and shall become the sublicensee of the same
      within the Hana Field, all pursuant to the terms contained herein, and
Schedule“A”
will
      be
      deemed to be amended to include such patents.

     

    
      6.5  Improvements

    

     

    For
      the
      purposes of this Section 6.5,
      “Improvements”
means,
      in respect of any Patents:

     

    
      	(a)  	
              any
                and all patents and any and all patent applications that claim priority
                to
                such Patents (whether complete or incomplete or whether filed or
                unfilled)
                including, but not limited to, provisional, non-provisional, continuations
                and continuations-in-part, and divisional patent applications and
                registrations in any jurisdiction world-wide;
                and

            


    

     

    
      	(b)  	
              any
                and all inventions arising from such patents or patent applications
                whether patented or not.

            


    

     

    To
      the
      extent possible, and unless precluded by any present or future agreement of
      Hana
      or its Sublicensees, any Improvements made:

     

    
      	(c)  	
              by
                Hana, whether solely or jointly with any Person other than a
                Sublicensee;

            


    

     

    
      	(d)  	
              by
                a Sublicensee, whether solely or jointly with any Person other than
                Hana;
                or

            


    

     

    
      	(e)  	
              jointly
                by Hana and a Sublicensee;

            


    

     

    shall
      be
      solely owned by the University. Hana and/or its Sublicensees shall assign or
      cause to be assigned to the University all right, title and interest in and
      to
      such Improvements. Such Improvements shall be added to Schedule“A”.
      Hana
      shall ensure that its Representatives who perform any portion of its obligations
      under
      this Agreement have entered into written agreements with such Hana whereby
      such
      Representatives assign to the University all ownership rights in any
      Intellectual Property Rights made or developed by such Representatives
      in the course of such work for Hana.
      

     

    
      6.6  Consultation
        and Reporting

    

     

    Subject
      to prior consultation with the University and to the University giving its
      consent in respect of each material decision to be made concerning any Patent,
      the Parties may pursue patent prosecution and maintenance as
      follows:

     

    
      	(a)  	
              On
                a timely basis, Hana will consult with or instruct its patent agent(s)
                and/or patent counsel(s) to consult with INEX, and INEX will consult
                with
                or instruct its patent agent(s) and/or patent counsel(s) to consult
                with
                Hana, regarding the claims and any proposed amendments thereto of:
                

            


    

     

    
      	(i)  	
              any
                Patents pending and issued; and

            


    

     

    
      	(ii)  	
              any
                additional patent applications to be included in the
                Patents;

            


    

     

    to
      ensure
      that the scope of patent coverage is adequate for the uses of the Patents
      contemplated by each of Hana and INEX. 

     

    
      	(b)  	
              On
                a timely basis, Hana shall provide INEX with copies of the material
                correspondence and documents which Hana sends or receives in connection
                with the application, prosecution and maintenance of Patents, and
                INEX
                shall provide Hana with copies of the material correspondence and
                documents which INEX sends or receives in connection with the application,
                prosecution and maintenance of
                Patents

            


    

     

    
      
        
        

      

      
        -
          33
          -

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              Provided
                a Party has provided timely notice and copies of material correspondence
                to the other Party of any matter requiring any action relating to
                any
                application, prosecution or maintenance of the Patents, the Party
                providing timely notice shall not be found to be in breach of its
                obligations under this Article
                6
                if
                the other Party, its patent agent(s) and/or patent counsel(s) fail
                to
                consult with or provide written instructions to the Party providing
                timely
                notice, at least five (5) Business Days prior to any deadline including
                an
                extendible deadline, in respect of any action required for the
                application, prosecution or maintenance of the Patents. 

            


    

     

    
      	(d)  	
              Hana
                acknowledges and agrees that any report provided by Hana to INEX
                in
                accordance with this Article
                6
                may be used by INEX in INEX’s preparation of reports to the
                University.

            


    

     

    
      6.7  
         Reports

    

     

    On
      a
      quarterly basis, on or before the last day of each Calendar Quarter during
      the
      Term, each Party shall advise the other Party and the University in writing
      of
      the material actions which each Party has undertaken concerning the application,
      prosecution and maintenance of the Patents.

     

    
      	6.8  	
                
                Abandonment, Withdrawal or
                Discontinuance

            


    

     

    
      	(a)  	
              Notwithstanding
                each Party’s obligation under Section 6.2,
                should either Party decide to:

            


    

     

    
      	(i)  	
              discontinue
                pursuing one or more patent applications, patent protection or patent
                maintenance for one or more patents in relation to the Patents or
                any
                continuation, continuation in-part, divisional, reissue, re-examination
                or
                extension thereof for any reason; 

            


    

     

    
      	(ii)  	
              not
                pursue patent protection in relation to the Patents in any specific
                jurisdiction for any reason; or

            


    

     

    
      	(iii)  	
              discontinue
                or not pursue patent protection in relation to any further process,
                use or
                Product arising out of the Patents in any jurisdiction for any
                reason;

            


    

     

    then
      such
      Party (the “Abandoning
      Party”)
      shall
      provide the other Party (the “Non-Abandoning
      Party”)
      with
      prior written notice of its decision to discontinue or not to pursue one or
      more
      patent applications, patent protection, or patent maintenance, in relation
      to
      the Patents (the “Notice
      of Abandonment”),
      and
      to provide sufficient detail to the other Party in sufficient time, such time
      not to be less than thirty (30) Business Days, to enable the other Party to
      file
      a patent application or continue pursuing an existing patent application in
      accordance with Sections 6.8(e)
      or
6.8(g).
      The
      Parties agree that any Notice of Abandonment must be given to the other Party
      with sufficient advance notice to enable the other Party to comply with Sections
      6.5, 6.6. and 6.7 of the UBC License.

     

    
      	(b)  	
              The
                Notice of Abandonment to be given by the Abandoning Party pursuant
                to
                Section 6.8(a)
                shall clearly identify the patent applications, patent protection,
                and/or
                patent maintenance for the Patents to be abandoned. 

            


    

     

    
      	(c)  	
              Each
                of the Parties agrees that notwithstanding any provision to the contrary
                in this Agreement, effective upon the date of the Non-Abandoning
                Party’s
                receipt of the Notice of Abandonment, the Abandoning Party shall
                lose all
                right to any and all uses of: 

            


    

     

    
      
        
        

      

      
        -
          34
          -

        
          

        

      

      
        
        

      

    

     

    
      	(i)  	
              the
                patent(s) and patent application(s) to which such Party’s Notice of
                Abandonment applies; and 

            


    

     

    
      	(ii)  	
              any
                continuation, continuation-in-part, divisional, reissue, re-examination,
                or extension of or to the
                foregoing;

            


    

     

    (any
      one
      of the above being the “Discontinued
      Patent”).

     

    
      	(d)  	
              Subject
                to Hana having obtained the University’s prior written consent to the
                abandonment of a Patent if Hana gives Notice of Abandonment to INEX
                pursuant to Sections 6.8(a)
                and 6.8(b),
                this sublicense shall be terminated with respect solely to the
                Discontinued Patent, and Hana shall forfeit the right to any and
                all uses
                of the Discontinued Patent and technology claimed in such Discontinued
                Patent. Schedule“A” will
                be deemed to be amended to exclude such Discontinued Patent and technology
                claimed in such Discontinued Patent from the grant of sublicense
                contained
                herein.

            


    

     

    
      	(e)  	
              If
                Hana has given Notice of Abandonment to INEX pursuant to Sections
                6.8(a)
                and 6.8(b),
                and INEX wishes to continue to pursue any patent applications, patent
                protection and/or patent maintenance in relation to Hana’s Discontinued
                Patent: 

            


    

     

    
      	(i)  	
              within
                ten (10) Business Days of INEX’s receipt of Hana’s Notice of Abandonment,
                INEX shall provide Hana with written notice of INEX’s intention to pursue
                any patent applications, patent protection and/or patent maintenance
                in
                relation to Hana’s Discontinued
                Patent;

            


    

     

    
      	(ii)  	
              Hana
                shall relinquish patent prosecution and maintenance of Hana’s Discontinued
                Patent and INEX shall assume patent prosecution and maintenance of
                same,
                at INEX’s sole cost and expense;
                and

            


    

     

    
      	(iii)  	
              notwithstanding
                the Non-Competition Terms, INEX
                shall have the exclusive right to use Hana’s Discontinued Patent and
                technology claimed in Hana’s Discontinued Patent, in the Hana Field.
                

            


    

     

    
      	(f)  	
              Subject
                to INEX having obtained the University’s prior written consent to the
                abandonment of a Patent, If INEX gives Notice of Abandonment to Hana
                pursuant to Sections 6.8(a)
                and 6.8(b),
                INEX shall forfeit the right to any and all uses of the Discontinued
                Patent and technology claimed in any Discontinued Patent, notwithstanding
                that INEX may remain the nominal owner of such Discontinued
                Patent.

            


    

     

    
      	(g)  	
              If
                INEX has given Notice of Abandonment to Hana pursuant to Sections
                6.8(a)
                and 6.8(b)
                and Hana wishes to continue to pursue any patent applications, patent
                protection and/or patent maintenance in relation to INEX’s Discontinued
                Patent:

            


    

     

    
      	(i)  	
              within
                ten (10) Business Days of Hana’s receipt of INEX’s Notice of Abandonment,
                Hana shall provide INEX with written notice of Hana’s intention to pursue
                any patent applications, patent protection and/or patent maintenance
                in
                relation to INEX’s Discontinued Patent, at Hana’s sole cost and expense;
                and

            


    

     

    
      	(ii)  	
              notwithstanding
                the Non-Competition Agreement, Hana
                shall have the exclusive right to use INEX’s Discontinued Patent and the
                technology claimed in INEX’s Discontinued Patent, outside the Hana
                Field.

            


    

     

    
      	(h)  	
              INEX
                may request Hana to perform Hana’s responsibilities set forth in Sections
                6.2(a)
                in
                respect of a particular patent or patent application. If Hana is
                unwilling
                or unable to perform its responsibility in a timely manner, INEX
                may, with
                three (3) days prior written notice, perform the particular activity(ies)
                requested in respect of such patent or patent application. Hana shall
                pay
                all reasonable costs and out-of-pocket expenses actually incurred
                by INEX
                to perform the particular activity(ies) requested, within thirty
                (30) days
                of Hana’s receipt of INEX’s invoice for such costs and out-of-pocket
                expenses. For the purposes of this Section 6.8(h),
                reasonable costs shall
                be calculated using the FTE Rate set forth in the Service Agreement,
                and
                notwithstanding any termination of the Service Agreement. 

            


    

     

    
      
        
        

      

      
        -
          35 -

        
          

        

      

      
        
        

      

    

     

    
      6.9  
         Costs
        of Patent Application, Prosecution and Maintenance

    

     

    
      	(a)  	
              Commencing
                from the date that an Abandoning Party has lost all entitlement to
                a
                Discontinued Patent, such Abandoning Party shall not be required
                to share
                in any costs (and fees for IP Services if INEX is the Abandoning
                Party)
                associated with the application, prosecution, and/or maintenance
                of any
                Patents in the Discontinued Patent.

            


    

     

    
      	(b)  	
              Subject
                to Section 6.8
                and notwithstanding any termination of the Service Agreement, for
                as long
                as INEX continues to perform at Hana’s request, the activities required
                for intellectual property portfolio management and all associated
                activities including, without limitation, patent application, filing,
                prosecution and maintenance, and payment of all government and legal
                fees
                required to apply for, prosecute and maintain the Patents described
                in
                Section 6.2(a)
                (the “IP
                Services”),
                Hana, its successors, assigns or any Person(s) who acquires any interest
                in any of the Technology will jointly and severally be responsible
                for
                paying INEX: 

            


    

     

    
      	(i)  	
              [***]
                percent
                ([***]%)
                of all reasonable out-of-pocket costs, including, without limitation,
                filing fees, fees for external counsel(s), patent agent(s), contractors,
                travel, and lodging expenses incurred by INEX to provide IP Services;
                and

            


    

     

    
      	(ii)  	
              [***]
                percent
                ([***]%)
                of the personnel costs incurred by INEX, calculated at INEX’s FTE Rate,
                pro rated to reflect the actual time employees, contractors or consultants
                of INEX spend providing IP Services; provided however, that on each
                anniversary of the Effective Date, the FTE Rate shall be raised by
                a
                percentage equal to the percentage increase in the Consumer Price
                Index
                (All Items) for the province of British Columbia for the twelve (12)
                month
                period ending with December of the calendar year immediately preceding
                such anniversary date; and

            


    

     

    
      	(iii)  	
              [***]
                percent
                ([***]%)
                of all out-of-pocket costs and [***]
                percent
                ([***]%)
                of all personnel costs incurred by INEX to provide IP Services in
                respect
                of any Discontinued Patent which Hana has elected to continue pursuing
                patent protection, pursuant to Section 6.8(g).

            


    

     

    
      	(c)  	
              INEX
                will invoice Hana monthly for all costs set forth in Section 6.9(b),
                plus all applicable taxes thereon, on or before the 30th
                day after the end of the month in which the IP Services were rendered
                and/or expenses incurred; provided however, that any out-of-pocket
                costs
                incurred which are not captured in any invoice may be captured in
                subsequent invoices. Hana will pay all amounts due and payable hereunder
                in full in US Dollars to INEX within thirty (30) days of the date
                of each
                such invoice, by cheque or wire transfer to the account specified
                by
                INEX.

            


    

     

    
      	(d)  	
              Notwithstanding
                Section 6.9(c),
                during the Term, INEX shall not combine Hana’s payment obligations for IP
                Services under the Service Agreement together with Hana’s payment
                obligations under this Section to recover from Hana, its successors,
                assigns or any Person(s) who acquires any interest in any of the
                Technology, more than the total monthly costs set forth in Section
                6.9(b)
                in
                any given month.

            


    

     

    
      
        
        

      

      
        -
          36 -

        
          

        

      

      
        
        

      

    

     

    
      6.10  
        Late
        Payments

    

    Any
      payment due under Section 6.9
      that is
      not paid on or before the date such payment is due shall bear interest at a
      rate
      equal to the lesser of:

     

    
      	(a)  	
              the
                Prime Rate(s) during the period of late payment plus [***]
                percent ([***]%)
                interest compounded monthly; or

            


    

     

    
      	(b)  	
              the
                maximum rate permitted by law;

            


    

     

    calculated
      based on the number of days that payment is delinquent until full payment has
      been made.

     

    
      6.11 
        Co-operation

    

    Each
      Party agrees to obtain the co-operation of its Representatives in the assignment
      of any Intellectual Property Rights addressed by this Agreement and the
      preparation, filing, and prosecution of any patent application or registrations
      which may arise under this Agreement. Such co-operation shall
      include:

     

    
      	(a)  	
              making
                available to the other Party or such other Party’s Representatives whom
                the other Party in its reasonable judgment deems necessary in order
                to
                assist it in obtaining patent protection of the Patents;
                and

            


    

     

    
      	(b)  	
              executing
                and causing its Representatives to execute all legal documents reasonably
                necessary to support the assignment, filing, prosecution and maintenance
                of said Patents.

            


    

     

    
      6.12  Injunctive
        Relief

    

     

    Each
      Party acknowledges the competitive and technical value and the sensitive and
      confidential nature of the Confidential Information and agrees that monetary
      damages alone will be inadequate to protect the other Party’s interests against
      any actual or threatened material breach of this Agreement. Accordingly, each
      Party consents to the granting of specific performance and injunctive or other
      equitable or other relief to the other Party in respect of any actual or
      threatened breach of this Agreement, without proof of actual damages. These
      specific remedies are in addition to any other remedy to which the Parties
      may
      be entitled at law or in equity.

     

    Article
      7   DISCLAIMERS,
      REPRESENTATIONS AND WARRANTIES

     

    7.1 
Disclaimer

     

    
      	(a)  	
              ,The
                University makes no representations, conditions, or warranties, either
                express or implied, with respect to the Technology or the Product.
                Without
                limiting the generality of the foregoing, the University specifically
                disclaims any implied warranty, condition, or representation that
                the
                Technology or the Product:

            


    

     

    
      	(i)  	
              shall
                correspond with a particular
                description;

            


    

     

    
      	(ii)  	
              are
                of merchantable quality;

            


    

     

    
      	(iii)  	
              are
                fit for a particular purpose; or

            


    

     

    
      	(iv)  	
              are
                durable for a reasonable period of
                time.

            


    

     

    
      	(b)  	
              The
                University shall not be liable for any Damages, or any other loss
                whether
                direct, indirect, consequential, incidental, or special which Hana
                or its
                Affiliates suffer arising from any defect, error, fault, or failure
                to
                perform with respect to the Technology or Product, even if the University
                has been advised of the possibility of such defect, error, fault,
                or
                failure. Hana and its Affiliates acknowledge that they have been
                advised
                by the University and INEX to undertake their own due diligence with
                respect to the Technology and
                Product.

            


    

     

    
      
        
        

      

      
        -
          37 -

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              EXCEPT
                FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS
                AGREEMENT, NEITHER INEX NOR HANA MAKES, AND EACH HEREBY EXPRESSLY
                DISCLAIMS, ANY WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED,
                WHETHER IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES
                OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
                NON-INFRINGEMENT.

            


    

     

    7.2  International
      Sale of Goods Act Not Applicable

     

    The
      Parties acknowledge and agree that the International Sale of Goods Act and
      the
      United Nations Convention on Contracts for the International Sale of Goods
      have
      no application to this Agreement.

     

    7.3  No
      Implied Warranties

     

    Nothing
      in this Agreement shall be construed as:

     

    
      	(a)  	
              a
                warranty or representation by the University or INEX as to title
                to the
                Technology or that any Product or anything made, used, sold or otherwise
                disposed of under the sublicense granted in this Agreement will not
                infringe the patents, copyrights, trade-marks, industrial design
                or other
                intellectual property rights of any third parties, including any
                patents,
                copyrights, trade-marks, industrial design or other intellectual
                property
                rights owned, in whole or in part, by UBC, or licensed directly or
                indirectly by UBC to any Person;

            


    

     

    
      	(b)  	
              a
                warranty or representation by UBC that Hana or its Affiliates or
                any of
                their Sublicensees have, or will have the freedom to operate or practice
                the Technology; or

            


    

     

    
      	(c)  	
              an
                obligation by the University to bring or prosecute or defend actions
                or
                suits against any Person for infringement of patents, copyrights,
                trade-marks, industrial designs or other intellectual property or
                contractual rights; or

            


    

     

    
      	(d)  	
              the
                conferring by the University of the right to use in advertising or
                publicity the name of INEX or the University or UBC
                Trade-marks.

            


    

     

    
      7.4   
         Limited
        Warranty

    

     

    INEX
      warrants that to the best of its knowledge, without making any enquiry, as
      of
      the date of execution of this Agreement, in respect of the Technology which
      is
      identified in Schedule“A”
as
      of
      the Effective Date, the rights in the Patent(s) of all UBC inventors listed
      therein have been assigned to the University, and no claims have been filed
      or
      served on the University or threatened in writing in respect of the
      Technology.

     

    
      7.5   
         Conduct
        of Infringement Proceedings

    

     

    Notwithstanding
      Section 7.3,
      in the
      event of:

     

    
      	(a)  	
              an
                alleged infringement by a Third Party of the Technology or of any
                right
                with respect to the Technology by the manufacture, sale, services
                or use
                of products derived from the Technology in the Hana Field; or
                

            


    

     

    
      
        
        

      

      
        -
          38
          -

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              any
                complaint by Hana alleging any infringement by a Third Party with
                respect
                to the Technology or to any right with respect to the Technology
                by the
                manufacture, sale, services or use of product or services in the
                Hana
                Field;

            


    

     

    subject
      to first obtaining the prior written consent of the University under the UBC
      License granting INEX the right to prosecute such litigation and subject further
      to the University consenting to INEX granting Hana the right to prosecute such
      litigation, the following shall apply:

     

    
      	(c)  	
              Hana
                shall have the first right, in its sole discretion, to prosecute
                or defend
                such litigation;

            


    

     

    
      	(d)  	
              if
                Hana does not take steps to prosecute or defend such litigation within
                thirty (30) days after receipt of notice thereof, INEX may take such
                legally permissible action as it deems necessary or appropriate to
                prosecute or defend such litigation, but shall not be obligated to
                do
                so;

            


    

     

    
      	(e)  	
              the
                Party prosecuting or defending such litigation (in this Section,
                the
                “Litigating
                Party”)
                shall have the right to control such litigation and shall bear all
                legal
                expenses (including court costs and legal fees), but it shall have
                no
                right to settle any dispute in any manner which will restrict the
                claims
                in or admit any invalidity of any Patent(s) or significantly adversely
                affect the rights of the other Party to this Agreement (the “Non-litigating
                Party”).
                By way of example and not by way of limitation, there shall be no
                right of
                the Litigating Party to stipulate or admit to the invalidity or
                unenforceability of any Patent(s). Before any action is taken by
                the
                Litigating Party which could abridge the rights of the Non-litigating
                Party hereunder, the Parties agree to, in good faith, consult with
                a goal
                of adopting a mutually satisfactory
                position;

            


    

     

    
      	(f)  	
              the
                Parties further acknowledge that solely to the extent that any final
                disposition of the litigation that will restrict the claims in or
                admit
                any invalidity of any Patent(s) or significantly adversely affect
                the
                University’s rights, any such disposition of the litigation requires the
                full consultation with and approval by the University under the UBC
                License;

            


    

     

    
      	(g)  	
              the
                Non-litigating Party agrees to co-operate reasonably in any such
                litigation to the extent of executing all necessary documents, supplying
                essential documentary evidence and making essential witnesses then
                in its
                employment available and to vest in the Litigating Party 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 Litigating Party,
                provided that INEX and Hana shall recover their respective actual
                out-of-pocket expenses, or equitable proportions thereof, associated
                with
                any litigation or settlement thereof from any recovery made by any
                Party.
                Any excess amount remaining after satisfaction of the Parties’ recovery of
                their respective actual out-of-pocket expenses, or equitable proportions
                thereof, associated with any litigation or settlement thereof from
                any
                recovery made by any Party (the “Excess
                Amount”)
                shall be shared between
                Hana and INEX
                on
                the same basis as set forth in Sections 5.7(b)(ii)
                and 5.7(c)(ii)
                with respect to Royalties from Net Sales of Product in the applicable
                jurisdiction;
                provided however, that any Excess Amount in the form of punitive
                damages
                shall be shared between Hana and INEX in proportion to each Party’s
                contribution to litigation expenses. In the event a settlement or
                consent
                judgement does not distinguish between the forms of damages payable
                by the
                Third Party, and Hana and INEX cannot agree on what portion, if any,
                of
                the Excess Amount constitutes punitive damages, the Parties will
                refer the
                matter to arbitration in accordance with 14.3;

            


    

     

     

    
      
        
        

      

      
        -
          39
          -

        
          

        

      

      
        
        

      

    

     

    
      	(h)  	
              the
                Litigating Party shall keep the Non-litigating Party and the University
                fully informed of the actions and positions taken or proposed to
                be taken
                by the Litigating Party (on behalf of itself or a sublicensee) and
                actions
                and positions taken by all other parties to such
                litigation;

            


    

     

    
      	(i)  	
              in
                the event that INEX prosecutes or defends such litigation, Hana may
                elect
                to participate formally in the litigation to the extent that the
                court may
                permit, but any additional expenses generated by such formal participation
                shall be paid by Hana (subject to the possibility of recovery of
                some or
                all of such additional expenses as described in Section 7.5(g)
                or
                from such other parties to the litigation);


            


    

     

    
      	(j)  	
              in
                the event that Hana prosecutes or defends such litigation, Hana
                acknowledges that the University may elect to participate formally
                in the
                litigation to the extent that the court may permit, but any additional
                expenses 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 such other parties to the litigation);
                and

            


    

     

    
      7.6   
        Breach
        of Confidence Proceedings

    

     

    In
      the
      event of an alleged infringement of the Technology, breach of confidentiality
      respecting Confidential Information or any Third Party use of Confidential
      Information, INEX and Hana agree that they shall reasonably cooperate to enjoin
      such Third Party’s use of such Confidential Information

     

    
      7.7   
        Defense
        of Infringement Proceedings

    

     

    Subject
      to the consent of the University under the UBC License granting INEX the right
      to prosecute such litigation and subject further to the University consenting
      to
      INEX granting Hana the right to prosecute such litigation, the following shall
      apply:

     

    
      	(a)  	
              If
                any complaint alleging infringement or violation of any patent or
                other
                proprietary rights is made against Hana or its Sublicensee, with
                respect
                to the Manufacture, use or sale of a Product, the following procedure
                shall be adopted:

            


    

     

    
      	(i)  	
              Hana
                shall promptly notify INEX upon receipt of any such complaint and
                shall
                keep INEX fully informed of the actions and positions taken by the
                complainant and taken or proposed to be taken by Hana (on behalf
                of itself
                or a Sublicensee);

            


    

     

    
      	(ii)  	
              if
                such complaint gives rise to an indemnification obligation under
                the
                Definitive agreements in favor of Hana (or its Sublicensee) on the
                part of
                INEX, then INEX shall defend such suit and
                all costs and expenses incurred by Hana (or its Sublicensee) 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 INEX;

            


    

     

    
      	(iii)  	
              if
                such complaint does not give rise to an indemnification obligation
                under
                the Definitive Agreements in favor of Hana on the part of INEX, then
                Hana
                shall have the right but not the obligation to defend such suit and
                all
                costs and expenses incurred by Hana (or any Sublicensee) 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
                Hana (or any Sublicensee, as the case may be);
                and

            


    

     

     

    
      
        
        

      

      
        -
          40
          -

        
          

        

      

      
        
        

      

    

     

    
      	(iv)  	
              in
                any event, INEX and Hana shall assist one another and cooperate in
                any
                such litigation at each Party’s own
                expense.

            


    

     

    
      	(b)  	
              If
                any complaint alleging infringement or violation of any patent or
                other
                proprietary rights is made against INEX, its Affiliate or sublicensee
                with
                respect to the Manufacture, use or sale of a Product, the following
                procedure shall apply:

            


    

     

    
      	(i)  	
              INEX
                shall promptly notify Hana in writing
                upon receipt of any such complaint setting out full details thereof
                and
                shall keep Hana fully informed of the actions and positions taken
                by the
                complainant and taken or proposed to be taken by INEX(on
                behalf of itself, its Affiliate or a sublicensee);

            


    

     

    
      	(ii)  	
              if
                such a complaint gives rise to an indemnification obligation under
                the
                Definitive Agreements in favor of INEX (or
                its Affiliate or sublicensee) on
                the part of Hana, then Hana shall defend such suit and all costs
                and
                expenses incurred by INEX (or its Affiliate or sublicensee) 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 Hana;

            


    

     

    
      	(iii)  	
              If
                such complaint does not give rise to an indemnification obligation
                under
                the Definitive Agreements in favor of INEX (or its Affiliate or
                sublicensee) on the part of Hana, then INEX shall have the right
                but not
                the obligation to defend such suit and all costs and expenses incurred
                by
                INEX (or its Affiliate or sublicensee) in investigating, resisting,
                litigating and setline such a complaint, including the payment of
                any
                award of Damages and/or costs to any Third Party, shall be paid by
                INEX;

            


    

     

    
      	(iv)  	
              In
                any event, INEX and Hana shall assist one another and cooperate in
                any
                such litigation at each Party’s own
                expense.

            


    

     

    
      	(c)  	
              With
                regard to costs and expenses incurred by Hana (or any Sublicensee)
                under
                Sections 7.7(a)(iii)
                or
                7.7(b)(ii)
                in
                investigating, resisting, litigating and settling such a complaint,
                including the payment of any award of Damages and/or costs to any
                Third
                Party (the “Offset
                Amount”),
                but not including any punitive award (the “Punitive
                Amount”),
                Hana (or any Sublicensee) shall be entitled to offset or credit
                [***]
                percent ([***]%)
                of the Offset Amount against future payments otherwise due INEX as
                set
                forth in Section 5.7(f)(i).
                With regard to any Punitive Amount (eg. willful infringement), the
                same is
                not included in the Offset Amount and is not to be offset or credited
                against future payments due INEX.

            


    

     

    
      	(d)  	
              In
                the event a complaint is made under either of Sections 7.7(a)
                or
                7.7(b),
                no
                settlement or consent judgment or other voluntary final disposition
                may be
                entered into without the consent of the other Party or the University
                if
                such settlement would require the other Party or the University to
                be
                subject to an injunction or to make a monetary payment or would restrict
                the claims in or admit any invalidity of any Licensed Patents or
                significantly adversely affect the rights of the other Party or the
                University.

            


    

     

    
      	(e)  	
              If
                as a result of a proceeding alleging infringement or violation of
                any
                patent or other proprietary rights is made against Hana or its Sublicensee
                with respect to the Manufacture, use or sale of a Product, Hana agrees
                with a complainant to not pursue a Product which would otherwise
                generate
                a Royalty, the Parties agree that, in the event the University desires
                to
                acquire a co-exclusive right with Hana to the patent(s) for use of
                the
                Product for a specific field in the Hana Field, Hana agrees to enter
                negotiations with the University for such a co-exclusive
                    right.

            


    

     

    
      
        
        

      

      
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          41
          -

        
          

        

      

      
        
        

      

    

    
      7.8   
        Co-operation
        with Other Licensees

    

     

    Hana
      acknowledges that INEX may grant to its other sublicensees in respect of fields
      outside the Hana Field, rights similar to those granted to Hana under Sections
      7.5,
      7.6,
      7.7
      and this
      Section 7.8.
      If INEX
      grants such rights to its other sublicensees, in the event of any litigation
      in
      respect of:

     

    
      	(a)  	
              fields
                outside the Hana Field that may reasonably affect Hana’s use of the
                Technology in the Hana Field or the Manufacture, use or sale of Product
                by
                Hana; or

            


    

     

    
      	(b)  	
              the
                Hana Field that may reasonably affect INEX or one or more of INEX’s
                sublicensee’s use of the Technology outside the Hana Field or the
                manufacture, use or sale of products outside the Hana Field by INEX
                or one
                or more other such sublicensee(s);

            


    

     

    then
      Hana, INEX and such other sublicensees (to the extent such sublicensees agree),
      will use good faith efforts to determine jointly the course of action, if any,
      necessary or appropriate to prosecute or defend the litigation. INEX will use
      reasonable efforts to include in its Sublicense
      Agreements
      entered
      into after the Effective Date, provisions that allow the participation of Hana
      as contemplated herein.

     

    
      7.9   
        Hana
        Representations and Warranties

    

     

    Hana
      hereby represents and warrants to INEX and the University that, as of the
      Effective Date:

     

    
      	(a)  	
              Hana
                is a corporation duly organised, existing, and in good standing under
                the
                laws 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 authorised by
                all
                requisite corporate proceedings;

            


    

     

    
      	(b)  	
              the
                execution, delivery and performance by Hana of this Agreement do
                not
                contravene or constitute a default under any provision of applicable
                law
                or its articles or by-laws (or equivalent documents) or of any judgment,
                injunction, order, decree or other instrument binding upon
                Hana;

            


    

     

    
      	(c)  	
              all
                licenses, consents, authorizations and approvals, if any, required
                for the
                execution, delivery and performance by Hana of this Agreement have
                been
                obtained and are in full force and effect and all conditions thereof
                have
                been complied with, and no other action by or with respect to, or
                filing
                with, any governmental authority or any other Person is required
                in
                connection with the execution, delivery and performance by Hana of
                this
                Agreement;

            


    

     

    
      	(d)  	
              this
                Agreement constitutes a valid and binding agreement of Hana, enforceable
                against Hana in accordance with its terms, except as such enforceability
                may be limited by bankruptcy, insolvency, moratorium or creditors’ rights
                generally;

            


    

     

    
      	(e)  	
              the
                execution, delivery and performance by Hana of this Agreement do
                not and
                will not conflict with or result in a material breach of any of the
                terms
                and provisions of any Third Party agreement of Hana entered into
                as of the
                Effective Date;

            


    

     

    
      	(f)  	
              Hana
                is not aware of any impediment, including without limitation any
                Third
                Party agreement of Hana, which would prevent Hana from performing
                its
                obligations under this Agreement;

            


    

     

    
      
        
        

      

      
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          42
          -

        
          

        

      

      
        
        

      

    

     

    
      	(g)  	
              Hana
                will not enter into any Third Party agreement after the Effective
                Date
                which, in any way, will prevent
                Hana from performing
                all of its
                obligations hereunder;

            


    

     

    
      	(h)  	
              the
                authorized capital stock
                of
                Hana consists
                of 100,000,000 shares of Common Stock, of which 22,658,202 shares
                are
                issued and outstanding as of the date of this Agreement, and 10,000,000
                shares of preferred stock, par value $0.001 per share, none of which
                is
                issued and outstanding. All of such issued and outstanding shares
                of
                Common Stock
                have been validly issued and are outstanding as fully paid and
                non-assessable;

            


    

     

    
      	(i)  	
              the
                issuance of the Common Stock has been duly authorized by all necessary
                action on the part of Hana and no further action is required by Hana
                or
                its board of directors or shareholders to complete the issuance of
                the
                Common Stock;

            


    

     

    
      	(j)  	
              the
                Common Stock, when issued, will be duly and validly issued, fully
                paid and
                non-assessable and will be free and clear of all liens, charges,
                encumbrances and any rights of others. Hana has reserved from its
                duly
                authorized capital stock a number of shares sufficient to meet its
                obligations to issue the Common Stock hereunder;
                and

            


    

     

    
      	(k)  	
              no
                consent, approval, authorization or other order of any governmental
                authority is required to be obtained by Hana in connection with the
                authorization and issuance of Common Stock, except for such registrations,
                filings or notices as have been made or as may be required to be
                made
                pursuant to U.S. or Canadian securities
                laws.

            


    

     

    
      7.10  INEX
        Representations and Warranties

    

     

    INEX
      warrants and represents to Hana and the University that, as of the Effective
      Date:

     

    
      	(a)  	
              INEX
                is a corporation duly organised, existing, and in good standing under
                the
                laws of British Columbia 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 authorised
                by
                all requisite corporate
                proceedings;

            


    

     

    
      	(b)  	
              the
                execution, delivery and performance by INEX of this Agreement do
                not
                contravene or constitute a default under any provision of applicable
                law
                or its articles or by-laws (or equivalent documents) or of any judgment,
                injunction, order, decree or other instrument binding upon
                INEX;

            


    

     

    
      	(c)  	
              all
                licenses, consents, authorizations and approvals, if any, required
                for the
                execution, delivery and performance by INEX
                of
                this Agreement have been obtained and are in full force and effect
                and all
                conditions thereof have been complied with, and no other action by
                or with
                respect to, or filing with, any governmental authority or any other
                Person
                is required in connection with the execution, delivery and performance
                by
                INEX
                of
                this Agreement;

            


    

     

    
      	(d)  	
              this
                Agreement constitutes a valid and binding agreement of INEX, enforceable
                against INEX in accordance with its terms, except as such enforceability
                may be limited by bankruptcy, insolvency, moratorium or creditors’ rights
                generally;

            


    

     

    
      	(e)  	
              the
                execution, delivery and performance by INEX of this Agreement do
                not and
                will not conflict with or result in a material breach of any of the
                terms
                and provisions of any Third Party agreement of INEX entered into
                as of the
                Effective Date;

            


    

     

    
      	(f)  	
              INEX
                is not aware of any impediment, including without limitation any
                Third
                Party agreement of INEX, which would prevent INEX from performing
                its
                obligations under this Agreement;

            


    

     

    
      
        
        

      

      
        -
          43
          -

        
          

        

      

      
        
        

      

    

     

    
      	(g)  	
              INEX
                will not enter into any Third Party agreement after the Effective
                Date
                which, in any way, will prevent
                INEX from performing
                all of its
                obligations
                hereunder;

            


    

     

    
      	(h)  	
              except
                for the Intellectual Property Rights described in this Agreement,
                INEX
                neither owns nor controls any Intellectual Property Rights that would
                be
                required by Hana in order to make,
                have made, use, sell, offer for sale, import, and have imported Products
                in the Hana Field within the
                Territory;

            


    

     

    
      	(i)  	
              to
                the actual knowledge of INEX,
                without independent investigation or inquiry,
                the rights to the Technology granted by INEX to Hana pursuant to
                this
                Agreement are all of the Intellectual Property Rights necessary for
                Hana
                to make, have made, use, sell, offer for sale, import, and have imported
                Products in the Hana Field within the Territory, without any infringement
                of or conflict with the Intellectual
                Property Rights of Third Parties.

            


    

     

    Article
      8   INDEMNITY
      AND LIMITATION OF LIABILITY

    
      8.1   
        Rights
        of the University

    

     

    
      	(a)  	
              Hana
                hereby indemnifies, holds harmless and defends the University, its
                Board
                of Governors, officers, employees, faculty, students, invitees and
                agents
                (collectively, in this Article
                8,
                the “University
                Indemnified Parties”)
                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, the UBC License or the UBC Consent,
                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 Product sublicensed under this Agreement
                by Hana,
                its Affiliates or its Sublicensees, or their customers or end-users
                howsoever the same may arise, or any injury or death to any Person
                or
                damage to any property caused by any Product, whether claimed by
                reason of
                breach of warranty, negligence, product defect or otherwise, and
                regardless of the form in which any such claim is made. 

            


    

     

    
      	(b)  	
              Hana
                agrees and acknowledges that subject to Section 8.1(c):

            


    

     

    
      	(i)  	
              the
                University’s total liability, whether under the express or implied terms
                of this Agreement, the UBC License or the UBC Consent, in tort (including
                negligence), or at common law, for any loss or damage suffered by
                Hana or
                its Affiliates, whether direct, indirect, special, or any other similar
                or
                like damage, to the extent that such losses or damage may arise or
                does
                arise from any breaches of the UBC License, this Agreement or the
                UBC
                Consent, by the University Indemnified Parties, shall be limited
                to the
                sum of $[***]
                CDN;
                and

            


    

     

    
      	(ii)  	
              INEX’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 Hana, whether direct, indirect, special, or
                any
                other similar or like damage, to the extent that such losses or damage
                may
                arise or does arise from any breaches of the UBC License by the University
                Indemnified Parties, shall be limited to the sum of $[***]
                CDN.

            


    

     

    
      	(c)  	
              In
                no event shall the University be liable for consequential or incidental
                damages arising from any breach or breaches of the UBC License, this
                Agreement or the UBC Consent.

            


    

     

    
      
        
        

      

      
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          44
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      8.2   
        Indemnification
        by INEX 

    

     

    Subject
      to limit set forth in Section 8.1(b)(ii),
      INEX
      hereby agrees that it shall be responsible for, indemnify, hold harmless and
      defend Hana, its Representatives, and their respective heirs, successors and
      assigns (collectively, the “Hana
      Indemnitees”),
      from
      and against any and all Damages suffered or incurred by any Hana Indemnitee
      arising out of, relating to, resulting from or in connection with any Third
      Party claims arising out of or relating to:

     

    
      	(a)  	
              the
                breach of any representation or warranty made by INEX
                herein;

            


    

     

    
      	(b)  	
              the
                default by INEX in the performance or observance of any of its obligations
                to be performed or observed hereunder;
                and

            


    

     

    
      	(c)  	
              the
                breach by INEX of any Regulatory Requirements, regulations and guidelines
                in connection with any Technology.

            


    

     

    The
      foregoing shall not apply to the extent that such Damages are due
      to:

     

    
      	(d)  	
              the
                breach of any representation or warranty made by Hana
                herein;

            


    

     

    
      	(e)  	
              the
                default by Hana in the performance or observance of any of its obligations
                to be performed or observed
                hereunder;

            


    

     

    
      	(f)  	
              the
                breach by Hana or its Sublicensees, of any Regulatory Requirements,
                regulations and guidelines in connection with any Product;
                and

            


    

     

    
      	(g)  	
              any
                injury or death to any Person or damage to any property caused by
                any
                Product provided by Hana or its Sublicensees, whether claimed by
                reason of
                breach of warranty, negligence, product defect or otherwise, and
                regardless of the form in which any such claim is
                made.

            


    

     

    
      8.3   
        Indemnification
        by Hana 

    

     

    In
      addition to Hana’s obligations set forth in Section 8.1(a),
      Hana
      hereby agrees that it shall be responsible for, indemnify, hold harmless and
      defend INEX, its Representatives and their respective heirs, successors and
      assigns (collectively, the “INEX
      Indemnitees”),
      from
      and against any and all Damages suffered or incurred by any INEX Indemnitee
      arising out of, relating to, resulting from or in connection with any Third
      Party claims arising out of or relating to:

     

    
      	(a)  	
              the
                breach of any representation or warranty made by Hana
                herein;

            


    

     

    
      	(b)  	
              the
                default by Hana in the performance or observance of any of its obligations
                to be performed or observed
                hereunder;

            


    

     

    
      	(c)  	
              the
                breach by Hana, or its Sublicensees, of any Regulatory Requirements,
                regulations and guidelines in connection with any Product;
                

            


    

     

    
      	(d)  	
              any
                complaint alleging infringement or violation of any patent or other
                proprietary rights is made against INEX or its Affiliates with respect
                to
                Hana’s Manufacture, use or sale of a Product; and

            


    

     

    
      
        
        

      

      
        -
          45
          -

        
          

        

      

      
        
        

      

    

     

    
      	(e)  	
              any
                injury or death to any Person or damage to any property caused by
                any
                Product provided by Hana or its Sublicensees, whether claimed by
                reason of
                breach of warranty, negligence, product defect or otherwise, and
                regardless of the form in which any such claim is
                made.

            


    

     

    The
      foregoing shall not apply to the extent that such Damages are due
      to:

     

    
      	(f)  	
              the
                breach of any representation or warranty made by INEX
                herein;

            


    

     

    
      	(g)  	
              the
                default by INEX in the performance or observance of any of its obligations
                to be performed or observed hereunder;
                and

            


    

     

    
      	(h)  	
              the
                breach by INEX of any Regulatory Requirements, regulations and guidelines
                in connection with any Technology.

            


    

     

    
      8.4   
        Notice
        of Claims

    

     

    In
      the
      event that a claim is made pursuant to Section 8.2
      or
8.3
      against
      any Person which seeks indemnification hereunder (the “Indemnitee”),
      the
      Indemnitee shall give the indemnifying Party (the “Indemnitor”)
      prompt
      notice of any claim or lawsuit or other action for which it seeks to be
      indemnified under this Agreement and agrees that the Indemnitor shall not have
      any obligation under Section 8.2
      or
8.3
      as
      applicable, unless:

     

    
      	(a)  	
              the
                Indemnitor is granted, subject to the provisions of this Section
                8.4
                and the relevant provisions of Sections 7.5,
                7.7
                and 7.8,
                full authority and control over the defense, including settlement,
                against
                such claim or law suit or other action,
                and

            


    

     

    
      	(b)  	
              the
                Indemnitee cooperates fully with the Indemnitor and its agents in
                defense
                of the claims or law suit or other
                action.

            


    

     

    The
      Indemnitee shall have the right to participate in the defense of any such claim,
      complaint, suit, proceeding or cause of action referred to in this Section
      utilizing attorneys of its choice, at its own expense, provided however, that
      the Indemnitor shall, subject to the provisions of this Section 8.4
      and the
      relevant provisions of Sections 7.5,
      7.7
      and
7.8,
      have
      full authority and control to handle any such claim, complaint, suit proceeding,
      or cause of action, including any settlement or other disposition thereof,
      for
      which the Indemnitee seeks indemnification under this Section; provided however,
      subject to the following sentence, that no settlement or consent judgment or
      other voluntary final disposition may be entered into without the consent of
      the
      Indemnitee if such settlement would require the Indemnitee to be subject to
      an
      injunction or to make a monetary payment or would restrict the claims in or
      admit any invalidity of any Patent(s) or significantly adversely affect the
      rights of the Indemnitee.

     

    
      8.5   
        Consequential
        Losses

    

     

    EXCEPT
      FOR EACH PARTY’S LIABILITY TO THE OTHER PARTY FOR INFRINGEMENT OF THE OTHER
      PARTY’S INTELLECTUAL PROPERTY RIGHTS OR BREACH OF THE OBLIGATIONS RESPECTING
      CONFIDENTIAL INFORMATION, NO PARTY WILL BE LIABLE FOR CONSEQUENTIAL OR
      INCIDENTAL DAMAGES OF ANY NATURE ARISING FROM SUCH PARTY'S ACTIVITIES UNDER
      THIS
      AGREEMENT; PROVIDED, HOWEVER, THAT THIS LIMITATION SHALL NOT LIMIT THE
      INDEMNIFICATION OBLIGATION OF SUCH PARTY UNDER SECTIONS 8.2
      OR
8.3
      FOR
      CONSEQUENTIAL OR INCIDENTAL DAMAGES RECOVERED BY A THIRD PARTY.

     

    
      
        
        

      

      
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          46
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      8.6   
        Action
        Between the Parties

    

     

    For
      the
      avoidance of doubt, in connection with actions brought by one Party hereto
      against the other (whether for breach of any provisions hereof, any
      representation or warranty made herein or otherwise), each Party expressly
      reserves all of its rights and remedies under applicable law, including, without
      limitation, the right to sue for breach of contract.

     

    Article
      9   PUBLICATION
      AND CONFIDENTIALITY

     

    9.1  Treatment
      of Confidential Information

     

    
      	(a)  	
              The
                Discloser’s Confidential Information shall be developed, received, and
                used by the Recipient solely in furtherance of the purposes set forth
                in
                this Agreement subject to the terms and conditions set forth in this
                Article
                9.

            


    

     

    
      	(b)  	
              The
                Recipient shall keep and use all of the Discloser’s Confidential
                Information in confidence and will not, without the Discloser’s prior
                written consent, disclose any of the Discloser’s Confidential Information
                to any person or entity, except those of the Recipient’s officers,
                employees, consultants, professional advisors, agents and assigns
                who
                require said Confidential Information in performing their obligations
                under this Agreement. The Recipient covenants and agrees that it
                will
                initiate and maintain an appropriate internal program limiting the
                internal distribution of the Discloser’s Confidential
                Information.

            


    

     

    
      	(c)  	
              The
                Recipient shall not use, either directly or indirectly, any of the
                Discloser’s Confidential Information for any purpose other than as
                contemplated herein without the Discloser’s prior written
                consent.

            


    

     

    
      	(d)  	
              If
                the Recipient is required by judicial or administrative process to
                disclose any or all of the Discloser’s Confidential Information, the
                Recipient shall promptly notify the Discloser and, when available,
                allow
                the Discloser reasonable time to oppose such process before disclosing
                any
                Confidential Information as provided in Section 9.4(b).

            


    

     

    
      	(e)  	
              Notwithstanding
                any termination or expiration of this Agreement, the obligations
                created
                in this Article
                9
                shall survive and be binding upon the Recipient, its successors and
                assigns.

            


    

     

    
      9.2    
        Publications

    

     

    Hana
      acknowledges that the policies of the University require that the results of
      the
      University’s research be publishable, subject to Article
      9
      of the
      UBC License. Hana and INEX therefore agree that any UBC inventors of the
      Technology 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 University’s research regarding the
      Technology, provided however that:

     

    
      	(a)  	
              INEX
                provides to Hana within five (5) days after receipt from the University,
                copies of any proposed publication or presentation provided to INEX
                by the
                University; and

            


    

     

    
      	(b)  	
              Hana
                has not, within twenty-one (21) days after receipt of said copies,
                objected to INEX in writing to such proposed presentation or proposed
                publication in accordance with Section 9.3
                of
                this Agreement.

            


    

     

    
      
        
        

      

      
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          47 -

        
          

        

      

      
        
        

      

    

     

    
      9.3   
        Objections
        to Publication

    

     

    
      	(a)  	
              Either
                Party may object to the University’s proposed presentation or proposed
                publication on the grounds that:

            


    

     

    
      	(i)  	
              it
                contains Confidential Information that was disclosed to the University
                by
                Hana or INEX; or 

            


    

     

    
      	(ii)  	
              it
                discloses patentable subject matter which needs protection.
                

            


    

     

    
      	(b)  	
              If
                either Party makes an objection under Section 9.3(a)(i),
                the Party so objecting shall specify the portions of the presentation
                or
                publication considered objectionable (the “Objectionable
                Material”).
                INEX shall forward all objections to the University within four (4)
                days
                of issuing or receiving an objection. Upon receipt of notification
                from
                Hana that any proposed publication or disclosure contains Objectionable
                Material, the University and INEX shall work together to revise the
                proposed publication or presentation to remove or alter the Objectionable
                Material in a manner acceptable to Hana, in which case Hana shall
                withdraw
                its objection. INEX shall co-operate in all reasonable respects in
                making
                revisions to any proposed disclosures if considered by Hana to contain
                Objectionable Material. Hana acknowledges that the University shall
                not be
                restricted from publishing or presenting the proposed disclosure
                as long
                as the Objectionable Material has been removed. In respect of any
                disclosures by the University pursuant to Section 9.7 of the UBC
                License,
                upon Hana’s request, INEX shall request that Hana’s Confidential
                Information shall be deleted therefrom prior to disclosure by the
                University. 

            


    

     

    
      	(c)  	
              If
                Hana makes an objection under Section 9.3(a)(i),
                thereafter Hana and/or INEX may file a patent application and the
                Parties
                acknowledge that the University is obligated under the UBC License
                to
                ensure that its researchers refrain from making such publication
                or
                presentation until one or more patent applications have been filed
                with
                one or more patent offices directed to such patentable subject matter,
                or
                until three (3) months have elapsed from date of receipt of the written
                objection by the University, whichever is sooner, after which the
                University and its researchers may proceed with said presentation
                or
                publication. For greater 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.

            


    

     

    
      9.4    
        Permitted
        Disclosures

    

     

    
      	(a)  	
              Each
                Party requires of the other, and each Party 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. Notwithstanding
                the foregoing, Hana hereby consents to the disclosure by INEX of
                the terms
                and conditions of this Agreement to the University, solely for the
                purpose
                of obtaining the consent of the University in accordance with the
                UBC
                License, and INEX shall use reasonable efforts to ensure that the
                University is informed of the confidential nature of this Agreement,
                and
                each part of it, insofar as it may be permitted to do so at law,
                shall not
                be disclosed by the University to Third Parties, as Hana claims that
                such
                disclosure would or could reveal commercial, scientific or technical
                Information and would significantly harm Hana’s competitive position
                and/or interfere with Hana’s negotiations with prospective Sublicensees.
                Notwithstanding anything contained in this Section, the Parties hereto
                acknowledge and agree that the University may identify the title
                of this
                Agreement, the Parties to this Agreement, the inventors of the Technology
                and the term of this Agreement.

            


    

     

    
      
        
        

      

      
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      	(b)  	
              Notwithstanding
                Section 9.1(b),
                either Party may disclose: 

            


    

     

    
      	(i)  	
              the
                content of this Agreement to Third Party contractors or collaborators
                to
                facilitate or carry out research, development or commercialization
                activities under this Agreement or to carry out financing arrangements;
                and

            


    

     

    
      	(ii)  	
              the
                University’s Confidential Information to Third Parties in the exercise of
                each of Hana and INEX’s rights under this
                Agreement;

            


    

     

    provided
      that such Third Parties enter into an agreement with the Party disclosing
      Confidential Information which contains confidentiality provisions substantially
      the same as those set forth herein. Each Party may also disclose Confidential
      Information received from the other Party where in the reasonable and
      unqualified opinion of the Recipient’s legal counsel, disclosure is required to
      be made under

     

    
      	(iii)  	
              the
                securities laws of any relevant jurisdiction, including the Recipient’s
                jurisdiction of incorporation or a jurisdiction in which the Recipient’s
                securities are traded on a stock exchange;
                or

            


    

     

    
      	(iv)  	
              such
                disclosure is required to be made by the Recipient or its Representatives
                under the terms of a valid and effective subpoena or order issued
                by a
                court of competent jurisdiction or by an administrative body or government
                authority;

            


    

     

    provided
      that:

     

    
      	(v)  	
              the
                Recipient shall immediately notify the Discloser prior to any such
                disclosure and the Discloser shall have been given the opportunity
                where
                possible to oppose such disclosure by the Recipient by seeking a
                protective order or other appropriate remedy, or to waive compliance
                with
                the provisions of this Agreement;

            


    

     

    
      	(vi)  	
              the
                Recipient or its Representatives, as the case may be, shall disclose
                only
                that portion of the Information legally required to be disclosed;
                and

            


    

     

    
      	(vii)  	
              the
                Recipient or its Representatives, as the case may be, will exercise
                all
                reasonable efforts to maintain the confidential treatment of the
                Information.

            


    

     

    
      9.5   
        Liability
        for Representatives

    

     

    Each
      Party will maintain a list of all Representatives to whom it has disclosed
      Confidential Information and will be responsible for the failure by any of
      its
      Representatives to maintain the confidence of any Confidential Information
      of
      the other Party in accordance with the terms of this Article.

     

    
      9.6    No
        Limitation on Regulatory Compliance

    

     

    Nothing
      in this Agreement shall be construed as preventing or in any way inhibiting
      Hana
      from complying with statutory and regulatory requirements governing the
      Development, Manufacture, use and sale or other distribution of Product in
      the
      Territory in any manner which it reasonably deems appropriate, including, for
      example, by disclosing to regulatory authorities confidential or other
      information received from INEX.

     

    
      
        
        

      

      
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      9.7   
        Return
        of Confidential Information

    

     

    Except
      as
      required to comply with regulatory requirements or the Definitive Agreements,
      within thirty (30) days of receipt of a written request from the Discloser,
      the
      Recipient will return to the Discloser or destroy, at the Discloser’s sole
      discretion, all Confidential Information of the Discloser, including all such
      information that is electronically stored by the Recipient, all reproductions
      thereof and all samples of materials (including Materials) in the form provided
      by the Discloser to the Recipient, in the Recipient’s possession or control and
      confirm such destruction or delivery to the Discloser in writing, as
      applicable.

     

    Article
      10   PRODUCTION
      AND MARKETING

     

    10.1  
      No
      Use of Names and Trademarks

     

    
      	(a)  	
              Hana
                shall not use any of the UBC Trade-marks or make reference to the
                University or its name or to INEX in any advertising or publicity
                whatsoever, without the prior written consent of the University or
                INEX,
                respectively, except as required by law. INEX shall not make reference
                to
                Hana in any advertising or publicity whatsoever, without the prior
                written
                consent of Hana, except as required by law. Without limiting the
                generality of the foregoing, neither Party shall issue a press release
                with respect to this Agreement or any activity contemplated herein
                without
                the prior review and approval of same by the other Party, except
                as
                required by law. If either Party is required by law to act in
                contravention of this Section, such Party shall provide the other
                Party
                with sufficient advance notice in writing to permit the other Party
                to
                bring an application or other proceeding to contest the
                requirement.

            


    

     

    
      	(b)  	
              Hana
                at its sole cost and expense, shall be responsible for the selection,
                registration and maintenance of all trademarks which it employs in
                connection with Sphingosomal Vinorelbine and Sphingosomal Topotecan
                in the
                Territory and shall own and control such trademarks during the term
                of
                this Agreement and following its termination or expiration.
                

            


    

     

    10.2  
      Labeling
      and Patent Marking

     

    The
      Product shall be packaged by Hana and labeled in a manner consistent with the
      requirements of the Regulatory Authorities in the country in which it will
      be
      sold, and where legally permissible, shall identify any applicable Patents
      consistent with any patent marking requirements.

     

    10.3  
      Development
      and Commercialization Efforts 

     

    
      	(a)  	
              In
                each country in the Territory in which a Product has received Regulatory
                Approval, Hana, directly or through its permitted Representatives,
                shall
                use Commercially Reasonable Efforts to Commercialize the Product
                and to
                meet or cause to be met the market demand for the
                Product.

            


    

     

    
      	(b)  	
              If
                the University is of the view that Hana is in breach of Section
                10.3(a),
                INEX shall notify Hana and the Parties hereto shall appoint a mutually
                acceptable person as an independent evaluator (the “Evaluator”)
                to conduct the evaluation set forth in Section 10.3(c).
                If the Parties cannot agree on such an evaluator, the appointing
                authority
                shall be the British Columbia International Commercial Arbitration
                Centre.

            


    

     

    
      
        
        

      

      
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      	(c)  	
              Unless
                the Parties mutually agree otherwise, the following rules and procedures
                shall govern the conduct of the Parties and the Evaluator before
                and
                during the investigation by the
                Evaluator:

            


    

     

    
      	(i)  	
              within
                thirty (30) days of the appointment of the Evaluator, each Party
                shall
                provide to the Evaluator and the other Party copies of all documents,
                statements and records on which the Party intends to rely in presenting
                its position to the Evaluator;

            


    

     

    
      	(ii)  	
              within
                forty-five (45) days of the appointment of the Evaluator, Hana shall
                provide to the Evaluator and INEX a written summary of its position.
                On
                receipt of Hana's summary, INEX shall have fifteen (15) days to prepare
                and submit to Hana and the Evaluator its own summary in reply to
                the
                summary submitted by Hana; and

            


    

     

    
      	(iii)  	
              on
                receipt of the documents, statements, records and summaries submitted
                by
                the Parties the Evaluator shall have thirty (30) days within which
                to
                conduct such further inquiries as he or she may deem necessary for
                the
                purpose of reviewing the efforts made by Hana with respect to the
                promotion, marketing and sale of the Product in compliance with the
                requirements of Section 10.3(a).
                For the purpose of conducting such an inquiry, the Evaluator shall
                have
                the right to:

            


    

     

    
      	(A)  	
              require
                either Party to disclose any further documents or records which the
                Evaluator considers to be relevant;

            


    

     

    
      	(B)  	
              interview
                or question either orally (or by way of written questions) one or
                more
                Representatives of either Party on issues deemed to be relevant by
                the
                Evaluator;

            


    

     

    
      	(C)  	
              make
                an "on
                site"
                inspection of Hana’s facilities;

            


    

     

    
      	(D)  	
              obtain
                if necessary, the assistance of an independent expert to provide
                technical
                information with respect to any area in which the Evaluator does
                not have
                a specific expertise.

            


    

     

    
      	(d)  	
              The
                Evaluator shall within thirty (30) days of starting the inquiry,
                prepare a
                report setting out his or her findings and conclusions as to whether
                or
                not Hana has used Commercially Reasonable Efforts as specified in
                Section
                10.3(a).
                If the Evaluator determines that Hana has failed to use Commercially
                Reasonable Efforts as specified in Section 10.3(a),
                then the Evaluator shall specify in the report his or her conclusions
                as
                to what would constitute such efforts, and Hana shall thereafter
                make the
                efforts so specified. If Hana fails to make such efforts, after notice
                of
                termination for breach provided in accordance with the terms of Section
                17.4,
                then INEX’s sole remedy for failure to make the efforts specified in
                Section 10.3(a)
                and 10.3(d)
                shall be that this Agreement may be terminated in accordance with
                Section
                17.4.

            


    

     

    
      	(e)  	
              The
                report and conclusions of the Evaluator shall be delivered to Hana
                and
                INEX, and shall be accepted by both Parties as final and
                binding.

            


    

     

    
      	(f)  	
              INEX
                may not call for more than one evaluation pursuant to Section 10.3(b)
                in
                any two (2) calendar year period. The cost of an evaluation hereunder
                shall be borne [***]%
                by Hana and [***]%
                by INEX. At the request of Hana, INEX will consent to the participation
                in
                any evaluation made pursuant hereto of Hana’s Sublicensee(s). At the
                request of INEX, Hana will participate in an evaluation made pursuant
                to
                Article 10 of the UBC License.

            


    

     

    
      
        
        

      

      
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          51 -

        
          

        

      

      
        
        

      

    

     

    
      	(g)  	
              Hana
                agrees that it shall deliver to INEX an annual report, due on December
                31
                of each year during the term of this Agreement, which summarizes
                the major
                activities Hana has undertaken in the course of the preceding twelve
                (12)
                months to develop and commercialize and/or market the Technology
                in the
                Hana Field. The report will include an outline of the status of any
                Product in clinical trials and the existence of any sublicenses of
                the
                Technology.

            


    

     

    
      10.4  Consequence
        of No Sales

    

     

    
      	(a)  	
              In
                addition to the terms of Section 10.3,
                Hana shall be deemed to have breached its obligation to use Commercially
                Reasonable Efforts in conducting marketing of a Product in any country
                in
                the Major Markets if, for a continuous period of one hundred and
                eighty
                (180) days at any time following launch of commercial sales of the
                Product
                in any such country in the Major Markets, no sales of the Product
                are made
                in the ordinary course of business in such country by Hana, an Affiliate
                or a Sublicensee, unless:

            


    

     

    
      	(i)  	
              the
                Parties mutually agree it is to their mutual benefit to delay commercial
                sales of Product in such country;
                or

            


    

     

    
      	(ii)  	
              Hana
                is prevented, restricted, interfered with or delayed in making such
                sales
                by reason of a cause beyond Hana’s reasonable control and can demonstrate
                same to INEX;

            


    

     

    in
      which
      event such period shall be extended by (i) the period of delay mutually agreed
      upon or (ii) by the period of Hana’s inability, provided that Hana uses its
      Commercially Reasonable Efforts to avoid or remove the cause of such
      inability.

     

    
      	(b)  	
              If
                Hana breaches its obligation set forth in Section 10.4(a):

            


    

     

    
      	(i)  	
              INEX
                shall be entitled to terminate all rights granted to Hana in the
                Definitive Agreements in respect of such Product in such country
                in the
                Major Markets by written notice to Hana in the event that Hana is
                in
                default of its obligations under Section 10.4(a)
                and fails to remedy such default within sixty (60) days after notice
                thereof by INEX;

            


    

     

    
      	(ii)  	
              All
                sublicenses granted by Hana in respect of such Product in such country
                in
                the Major Markets shall forthwith terminate upon the effective date
                of
                termination in Section 10.4(b)(i);
                and

            


    

     

    
      	(iii)  	
              Hana
                shall continue to be bound by and shall comply with Sections 17.6,
                17.7
                and any other Sections which are intended to survive any termination
                of
                rights under this Agreement.

            


    

     

    
      10.5  Reports
        on Commercialization

    

     

    Hana
      shall report to INEX on the status and progress of Hana’s efforts under this
      Section 10.5
      as
      follows and shall permit INEX to forward to UBC, copies of all reports provided
      by Hana to INEX hereunder:

     

    
      	(a)  	
              Hana
                shall deliver to INEX within thirty (30) days after the end of each
                Calendar Quarter reports setting forth in general terms, reasonably
                sufficient for evaluation of the diligence obligations contained
                herein,
                the efforts Hana has made to Commercialize the Product during the
                year,
                including any significant adverse developments, and any plans for
                or
                occurrences of any commercial sales of the Product in any jurisdiction
                and
                a summary of the efforts it intends to make in the upcoming year(s)
                on
                these matters.
                Hana agrees to appropriately consider any INEX input and comments
                related
                to Hana’s plan for the upcoming year(s), provided that it is understood
                that Hana shall have final decision making responsibility for such
                plans.

            


    

     

    
      
        
        

      

      
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          52 -

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              To
                the extent that such could not be appropriately communicated to INEX
                in
                accordance with Section 10.5(a),
                Hana shall keep INEX informed in a timely manner of significant
                developments in Hana’s (and its Affiliates and Sublicensees where
                relevant) progress of its efforts to Commercialize the Product, including
                without limitation, any significant adverse developments, and any
                plans
                for or occurrences of any commercial sales of the Product in any
                jurisdiction.

            


    

     

    
      10.6  Development
        Plans

    

     

    
      	(a)  	
              Hana,
                with INEX’ assistance, shall prepare for the Parties’ review and
                discussion, a detailed Development Plan for the Development of each
                Product.

            


    

     

    
      	(b)  	
              The
                Development Plan shall describe the specific Clinical Activities,
                Regulatory Activities, Technical Transfer activities, and Manufacturing
                activities to be performed in the Territory for the
                twelve (12) month period
                following the Effective Date. The
                Development Plan will be reviewed from time to time as the Parties
                reasonably determine to be necessary or
                useful.

            


    

     

    
      	(c)  	
              The
                Development Plan shall be incorporated herein by reference and all
                Development shall be conducted by Hana
                in
                compliance with Regulatory
                Requirements.

            


    

     

    
      10.7  Reports
        on Development

    

     

    
      	(a)  	
              Hana
                shall use Commercially Reasonable Efforts to Develop each Product
                in the
                Territory (including carrying out its responsibilities under the
                Development Plan) to:

            


    

     

    
      	(i)  	
              conduct
                or cause to be conducted the necessary and appropriate clinical trials
                as
                necessary to obtain and maintain Regulatory Approvals for each Product;
                and

            


    

     

    
      	(ii)  	
              prepare,
                file and prosecute or cause to be prepared, filed and prosecuted
                the
                Regulatory Submission for each
                Product.

            


    

     

    
      	(b)  	
              Hana
                will provide INEX with written reports to keep INEX fully informed
                of the
                progress of the Development of each Product as
                follows:

            


    

     

    
      	(i)  	
              at
                the close of each Calendar Quarter during the first twenty-four (24)
                months following the Effective Date;
                and

            


    

     

    
      	(ii)  	
              on
                or before June 31 and December 31 of each and every calendar year
                thereafter.

            


    

     

    
      	(c)  	
              Hana
                shall permit INEX to forward to UBC, copies of all reports provided
                by
                Hana to INEX pursuant to this Section 10.5, 10.6 and 10.7(b).

            


    

     

    
      10.8  Regulatory
        Compliance

    

     

    All
      Development and Commercialization activities in respect of each Product shall
      be
      conducted by Hana in compliance with Regulatory Requirements.

     

    
      
        
        

      

      
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    Article
      11   ACCOUNTING
      RECORDS

     

    11.1  
      Documentation

     

    Hana
      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 Hana shall cause its Sublicensees
      to
      keep similar accounts and records. 

     

    11.2  
      Reporting

     

    
      	(a)  	
              Hana
                shall deliver the Accounting to the University on the date sixty
                (60) days
                after each and every Royalty Due Date, together with the Royalty
                Due UBC
                payable hereunder and the Accounting (and a report identifying each
                Sublicensee and the principal location of the business of each
                Sublicensee); and

            


    

     

    
      	(b)  	
              Hana
                shall
                deliver to INEX within thirty (30) days after the end of each Calendar
                Quarter a written report showing its computation
                of Royalty Due INEX under this Agreement upon Net Sales by Hana and
                its
                Affiliates and its Sublicensees during such Calendar Quarter, and
                setting
                out:

            


    

     

    
      	(i)  	
              all
                Net Sales segmented in each such report according to sales by Hana,
                each
                Affiliate and each Sublicensee, as well as on a country-by-country
                basis,
                and month-by-month basis;

            


    

     

    
      	(ii)  	
              deductions
                from gross revenues by the categories for same set out in the definition
                of Net Sales; and

            


    

     

    
      	(iii)  	
              the
                rates of exchange used to convert such royalties to US Dollars from
                the
                currency in which such sales were made. For the purposes hereof,
                such
                conversion calculations are to be made on a monthly basis and the
                rates of
                exchange to be used for converting royalties hereunder to US Dollars
                shall
                be those in effect for the purchase of US Dollars as certified by
                the noon
                buying rate of the Federal Reserve Bank of New York on the first
                Business
                Day of the Calendar Quarter with respect to which the payment is
                due;

            


    

     

    together
      with the Royalty Due INEX payable hereunder.
      Hana
      shall permit INEX to forward to UBC, copies of all reports provided by Hana
      to
      INEX hereunder.

     

    
      	(c)  	
              Hana’s
                payment of Sublicensing Revenue Due INEX and all Royalty Due UBC
                under
                this Agreement shall be accompanied by an accounting setting out
                all
                Sublicensing Revenue Due INEX and Sublicensing Revenue Due UBC payable
                to,
                collected or received by Hana or its Affiliates, segmented according
                to
                Product, Sublicensee identified by name, and the last date on which
                each
                Sublicense Agreement was executed..

            


    

     

    11.3  Method
      of Calculation

     

    The
      calculation of Royalties shall be carried out in accordance with US GAAP,
      applied on a consistent basis.

     

    11.4  Record
      Retention

     

    Hana
      shall retain the accounts and records referred to in Section 11.1
      for at
      least three (3) years after the date upon which they were made and shall permit
      any duly authorized representative of INEX on reasonable notice no more than
      once every year, except for just cause in which case inspection may be conducted
      more frequently, to inspect such accounts and records during normal business
      hours of Hana at INEX’s expense. Hana 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 INEX’s expense.

     

    
      
        
        

      

      
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    11.5  Confidential
      Treatment

     

    During
      the term of this Agreement and thereafter INEX agrees that all Information
      provided by Hana to INEX or its Representatives pursuant to this Article remains
      confidential and is treated as such by INEX.

     

    Article
      12   INSURANCE

     

    
      12.1  Insurance

    

     

    
      	(a)  	
              Prior
                to or immediately upon the start of any human clinical trials or
                other
                product testing involving human subjects by Hana or its Sublicensee
                (“Human
                Clinical Trials”)
                and for a period of five (5) years after the expiration of this Agreement
                or the earlier termination thereof, Hana shall obtain and/or maintain,
                respectively, at its sole cost and expense, public liability and
                product
                liability insurance in not less than the following amounts, with
                a
                reputable and financially secure insurance
                carrier:

            


    

     

    
      	(i)  	
              Each
                Occurrence:    $5,000,000
                Dollars

            


    

     

    
      	(ii)  	
              General
                Aggregate: $5,000,000
                Dollars

            


    

     

    Such
      product liability insurance shall insure against all liability, including
      personal injury, physical injury, or property damage arising out of Human
      Clinical Trials, the Manufacture, sale, distribution, or marketing in the
      Territory, by Hana, its Affiliate or its Sublicensee, of Product. Hana shall
      provide written proof of the existence of such insurance to INEX upon
      request.

     

    
      	(b)  	
              At
                all times during the term of this Agreement and for a period of five
                (5)
                years after the expiration of this Agreement or the earlier termination
                thereof, INEX shall obtain and/or maintain, respectively, at its
                sole cost
                and expense, comprehensive or commercial form general liability coverage,
                including contractual liability, and public liability insurance in
                not
                less than the following amounts, with a reputable and financially
                secure
                insurance carrier:

            


    

     

    
      	(i)  	
              Each
                Occurrence:    $4,000,000
                (Canadian dollars)

            


    

     

    
      	(ii)  	
              General
                Aggregate: $4,000,000
                (Canadian dollars)

            


    

     

    
      	(c)  	
              INEX
                shall, at Hana’s request, provide Hana with certificates of insurance and
                copies of the policies of insurance reflecting the coverage and amounts
                set forth in this Section 12.6.2. Each certificate of insurance shall
                contain a provision that the coverage afforded under the policy(s)
                will
                not be cancelled without thirty (30) days prior written notice (hand
                delivered or certified mail, return receipt requested) to
                Hana.

            


    

     

    
      	(d)  	
              Hana’s
                insurance 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 not be cancelled or materially
                altered
                except upon at least thirty (30) days’ written notice to INEX and UBC.
                Failing the Parties’ agreeing on the appropriate terms or the amount of
                coverage, then the matter shall be determined as provided in Section
                14.3
                herein. Hana shall provide INEX with certificates of insurance evidencing
                such coverage thirty (30) days before commencement of Human Clinical
                Trials and thirty (30) days prior to the sales of any Product, and
                Hana
                covenants not to start Human Clinical Trials, or sell any Product
                before
                such certificate is provided and approved by INEX, or to start any
                Human
                Clinical Trials or sell any Product at any time unless the insurance
                outlined in this Article
                12
                is
                in effect.

            


    

     

    
      
        
        

      

      
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          55 -

        
          

        

      

      
        
        

      

    

     

    
      	(e)  	
              Each
                Party shall require that such Party’s Representatives and Hana’s
                Sublicensee under this Agreement shall
                either:

            


    

     

    
      	(i)  	
              demonstrate
                to the other Party’s reasonable satisfaction that such Representative or
                Hana’s Sublicensee has a program of self insurance no less adequate than
                that which a reasonable and prudent businessperson carrying on a
                similar
                line of business would require; or

            


    

     

    
      	(ii)  	
              sixty
                (60) days prior to the earlier of the start of Human Clinical Trials
                or
                the first sale of any Product by Hana’s Sublicensee, procure and maintain
                public liability, and product liability insurance in reasonable amounts,
                with a reputable and financially secure insurance carrier. Hana shall
                ensure that any and all such policies of insurance required pursuant
                to
                this Article
                12
                shall contain a waiver of subrogation against the University, its
                Board of
                Governors, faculty, officers, employees, students, and
                agents.

            


    

     

    
      	(f)  	
              Notwithstanding
                anything to the contrary contained in this Section 12.1,
                before
                the first date of commercial sale of any Product in the U.S., Hana
                and its
                Affiliate and Sublicensee of each such Product will maintain in full
                force
                and effect, with reputable insurers or pursuant to a self-insurance
                program, product liability insurance to a minimum value of Five Million
                Dollars ($5,000,000) per each occurrence and in the
                aggregate.

            


    

     

    Article
      13   ASSIGNMENT

     

    
      13.1  Assignment 

    

     

    
      	(a)  	
              Except
                as expressly permitted hereby, Hana 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 and INEX, the consent of INEX not to be
                unreasonably withheld or delayed. INEX shall reasonably co-operate
                with
                and assist Hana in obtaining the consent of the University to any
                proposed
                assignment of this Agreement by Hana. Notwithstanding the foregoing,
                Hana
                shall have the right to assign to an Affiliated Company or an entity
                that
                acquires all or substantially all of the assets related to the Technology
                and the Product.

            


    

     

    
      	(b)  	
              Hana
                acknowledges that the University shall have the right to assign its
                rights, duties and obligations under the UBC License to a company
                or
                society of which the University is the sole shareholder in the case
                of a
                company or of which the University controls the membership, in the
                case of
                a society.

            


    

     

    
      
        
        

      

      
        -
          56 -

        
          

        

      

      
        
        

      

    

    Article
      14   GOVERNING
      LAW AND ARBITRATION

     

    
      14.1  Governing
        Law

    

     

    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. 

     

    
      14.2  Jurisdiction

    

     

    Both
      Parties agree that by executing this Agreement they have attorned to the
      jurisdiction of the Supreme Court of British Columbia. Subject to Section
14.3,
      the
      courts of British Columbia shall have exclusive jurisdiction over this
      Agreement.

     

    14.3  Arbitration

     

    In
      the
      event of any dispute arising between the Parties concerning this Agreement,
      its
      enforceability, or its interpretation, the following procedure shall
      apply:

     

    
      	(a)  	
              Prior
                to engaging in any formal dispute resolution with respect to any
                dispute,
                controversy or claim arising out of or in relation to this Agreement
                or
                the breach, termination or invalidity of this Agreement (each, a
                “Dispute”),
                the Chief Executive Officers of the Parties shall attempt to resolve
                the
                Dispute for a period not less than thirty (30)
                days.

            


    

     

    
      	(b)  	
              Except
                for any Dispute with respect to Intellectual Property Rights, which
                may,
                at the option of the other Party, be dealt with by commencing an
                action in
                a court of competent jurisdiction, any Dispute that cannot be settled
                amicably by agreement of the Parties pursuant to Section 14.3(a)
                may, on mutual agreement of the Parties, be finally settled by a
                single
                arbitrator appointed [pursuant to the provisions of the CPR
                International Institute for Conflict Prevention & Resolution] [in
                accordance with the rules of the American Arbitration
                Association].

            


    

     

    
      	(c)  	
              The
                place of arbitration shall be Vancouver and the language to be used
                in the
                arbitration proceedings shall be
                English.

            


    

     

    
      	(d)  	
              The
                award rendered in any arbitration shall be final and binding upon
                both
                Parties. The judgment rendered by the arbitrator(s) shall include
                costs of
                arbitration, reasonable legal fees and reasonable costs for any expert
                and
                other witnesses.

            


    

     

    
      	(e)  	
              Notwithstanding
                the provisions of Sections 14.3(a),
                14.3(b),
                14.3(c),
                14.3(d)
                and 14.3Error!
                Reference source not found.,
                either Party shall be free to submit any Dispute relating to Intellectual
                Property Rights to any court having jurisdiction over the Parties
                and the
                subject matter of the Dispute and to seek such relief and remedies
                as are
                available in that court.

            


    

     

    
      	(f)  	
              Each
                Party is required to continue to perform its obligations under this
                Agreement pending final resolution of any
                Dispute.

            


    

     

    
      	(g)  	
              Notwithstanding
                any provision of this Article
                14,
                if a ruling by a court or arbitral authority on any dispute between
                INEX
                and Hana regarding the interpretation of this Agreement could reasonably
                affect the interpretation of the UBC License, the Parties acknowledge
                that
                under the UBC License, on receipt of notice of such a dispute from
                INEX,
                the University may elect to apply to join in such proceeding in accordance
                with the UBC License.

            


    

     

    
      
        
        

      

      
        -
          57 -

        
          

        

      

      
        
        

      

    

     

    
      	(h)  	
              Notwithstanding
                any provision of this Article
                14,
                if a ruling by a court or arbitral authority on any dispute between
                Hana
                and its Sublicensee regarding the interpretation of the Sublicensee's
                Sublicense
                Agreement
                could reasonably affect the interpretation of this Agreement, on
                receipt
                of notice of such a dispute from Hana, INEX may elect to apply to
                join in
                such proceeding. 

            


    

     

    
      	(i)  	
              If
                INEX is permitted to join in such proceeding it shall be bound by
                the
                decision of such court or arbitral authority, in so far as the
                interpretation of such decision could reasonably affect the interpretation
                of this Agreement.

            


    

     

    
      	(ii)  	
              If
                INEX elects not to join in such proceeding (for reasons other than
                not
                being permitted to join) then INEX hereby agrees to be bound by the
                decision of such court or arbitral authority, in so far as the
                interpretation of such decision could reasonably affect the interpretation
                of this Agreement.

            


    

     

    
      	(iii)  	
              If
                INEX is not permitted to join in such proceeding, then INEX shall
                not be
                bound by the decision of such court or arbitral
                authority.

            


    

     

    Article
      15   NOTICES

     

    
      15.1  Notices

    

     

    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, or fax, 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 others. Any notice personally delivered or sent by fax shall be deemed
      to
      have been given or received at the time of delivery, or transmission of the
      fax.
      Any notice mailed as aforesaid shall be deemed to have been received on the
      expiration of five (5) 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 mail, then the notice shall only be effected
      if
      actually received. 

     

    


    
      	
              If
                to INEX:

               

              Inex
                Pharmaceuticals Corporation

              #250
                - 8900 Glenlyon Parkway

              Burnaby,
                B.C.

              Canada
                V5J 5J8

               

              Attention:
                 President
                and CEO

               

              Tel: (604)
                419-3200

              Fax: (604)
                419-3202

            	
              With
                a copy to:

               

              Lang
                Michener LLP

              1500
                - 1055 West Georgia Street

              Vancouver,
                B.C.

              V6E
                4N7

               

              Attention:
                Leo Raffin

               

              Tel:
                 (604)
                691-7450

              Fax: (604)
                685-7084

            


    

     

     

    
      
        
        

      

      
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          58 -

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Hana:

               

              Hana
                BioSciences, Inc.

              400
                Oyster Point Boulevard, Suite 215,

              South
                San Francisco, CA 94080

              U.S.A

               

              Attention:
                 President
                and/or CEO

               

              Tel: 

              Fax: 

            	
              With
                a copy to:

               

               

              Attention:
                

               

              Tel:
                 

              Fax: 

            


    

     

    Any
      Party
      may, at any time, give notice of any change of address to the other and the
      address specified therein shall be such Party's address for the purpose of
      receiving notices.

     

    Article
      16   TERM

     

    
      16.1  Term

    

     

    
      	(a)  	
              In
                respect of any Royalty Due UBC, this Agreement and the sublicense
                granted
                hereunder shall terminate on the expiration of a term of twenty (20)
                years
                from July 1, 1998 or the expiration of the last patent obtained pursuant
                to Article
                6
                herein, whichever event shall last occur unless earlier terminated
                pursuant to Article
                17
                herein. Upon expiry of the Term of this Agreement (but not on termination
                in accordance with Article
                17)
                Hana shall thereafter have, in perpetuity, a fully paid-up worldwide
                license to use and sublicense the Technology in the Hana Field and
                to
                Manufacture, have made, distribute, import, use and sell Products,
                without
                further payment of Royalty Due UBC.

            


    

     

    
      	(b)  	
              Notwithstanding
                the termination or expiration of the Term of this Agreement, Hana
                shall
                continue to make payment to INEX in accordance with the principles
                set
                forth in the Definitive Agreements.

            


    

     

    Article
      17   TERMINATION

     

    17.1  
      Termination
      for Bankruptcy

     

    
      	(a)  	
              This
                Agreement may be terminated by INEX by providing notice to Hana
                upon:

            


    

     

    
      	(i)  	
              the
                bankruptcy, liquidation or dissolution of
                Hana;

            


    

     

    
      	(ii)  	
              the
                filing of any voluntary petition for bankruptcy, dissolution, liquidation
                or winding-up of the affairs of Hana;
                or

            


    

     

    
      	(iii)  	
              the
                filing of any involuntary petition for bankruptcy, dissolution,
                liquidation or winding-up of the affairs of Hana which is not dismissed
                within one hundred twenty (120) days after the date on which it is
                filed
                or commenced.

            


    

     

    
      	(b)  	
              This
                Agreement may be terminated by Hana by providing written notice to
                INEX
                upon:

            


    

     

    
      	(i)  	
              the
                bankruptcy, liquidation or dissolution of
                INEX;

            


    

     

    
      
        
        

      

      
        -
          59 -

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              the
                filing of any voluntary petition for bankruptcy, dissolution, liquidation
                or winding-up of the affairs of INEX;
                or

            


    

     

    
      	(iii)  	
              the
                filing of any involuntary petition for bankruptcy, dissolution,
                liquidation or winding-up of the affairs of INEX which is not dismissed
                within one hundred twenty (120) days after the date on which it is
                filed
                or commenced. Notwithstanding
                the bankruptcy of INEX, or the impairment of performance by INEX
                of its
                obligations under this Agreement as a result of bankruptcy of INEX,
                to the
                extent that INEX retains the rights necessary to grant the sublicenses
                granted in this Agreement, Hana
                shall be entitled to retain the sublicenses granted herein, subject
                to
                INEX’s rights to terminate this Agreement as provided in this
                Agreement.

            


    

     

    
      	(c)  	
              Effect
                of INEX Bankruptcy. In
                the event INEX shall: (1) make an assignment for the benefit of creditors,
                or petition or apply to any tribunal for the appointment of a custodian,
                receiver, or trustee for all or a substantial part of its assets;
                (2)
                commence any proceeding under any bankruptcy, dissolution,
                or liquidation law or statute of any jurisdiction whether now or
                hereafter
                in effect; (3) have had any such petition or application filed or
                any such
                proceeding commenced against it in which an order for relief is entered
                or
                an adjudication or appointment is made, and which remains undismissed
                for
                a period of one hundred twenty (120) calendar days or more; (4) take
                any
                corporate action indicating its consent to, approval of, or acquiescence
                in any such petition, application, proceeding, or order for relief
                or the
                appointment of a custodian, receiver, or trustee for all or substantial
                part of its assets; or (5) permit any such custodianship, receivership,
                or
                trusteeship to continue undischarged for a period of one hundred
                twenty
                (120) calendar days or more (each, a “Bankruptcy Action: and the
                occurrence of any of the foregoing causes the
                applicable Party or any third party, including, without limitation,
                a
                trustee in bankruptcy, to be empowered under state or federal law
                to
                reject this Agreement or any Agreement supplementary hereto,
                then
                Hana shall have the following
                rights:

            


    

     

    
      	(i)  	
              In
                the event of a rejection of this Agreement or any Agreement supplementary
                hereto, Hana shall be permitted to receive and use any INEX Technology
                and
                Confidential Information for the purpose of enabling it to mitigate
                damages caused to Hana because of the rejection of this
                Agreement;

            


    

     

    
      	(ii)  	
              In
                the event of a rejection of this Agreement or any agreement supplementary
                hereto, Hana may elect to retain its rights under this Agreement
                or any
                agreement supplementary hereto as provided in Section 365(n) of the
                United
                States Bankruptcy Code or comparable provision of the laws of any
                other
                country in the Territory. Upon Hana’s written request to INEX or the
                bankruptcy trustee or receiver, INEX or such bankruptcy trustee or
                receiver shall not interfere with the rights of Hana as provided
                in this
                Agreement or in any agreement supplementary
                hereto;

            


    

     

    
      	(iii)  	
              In
                the event of a rejection of this Agreement or any agreement supplementary
                hereto, Hana may elect to retain its rights under this Agreement
                or any
                agreement supplementary hereto as provided in Section 365(n) of the
                United
                States Bankruptcy Code or comparable provision of the laws of any
                other
                country in the Territory without prejudice to any of its rights of
                setoff
                and/or recoupment with respect to this Agreement under the Bankruptcy
                Code
                or applicable non-bankruptcy law;
                or

            


    

     

    
      
        
        

      

      
        -
          60 -

        
          

        

      

      
        
        

      

    

     

    
      	(iv)  	
              In
                the event of a rejection of this Agreement or any agreement supplementary
                hereto, Hana may retain its rights under this Agreement or any agreement
                supplementary hereto as provided in Section 365(n) of the United
                States
                Bankruptcy Code or comparable provision of the laws of any other
                country
                in the Territory without prejudice to any of its rights under Section
                503(b) of the Bankruptcy Code or comparable provision of the laws
                of any
                other country in the Territory.

            


    

     

    Notwithstanding
      anything to the contrary in this Section 17.1(c):

     

    
      	(v)  	
              INEX
                will provide Hana with thirty (30) days prior written notice of INEX’s
                regulatory filings in respect of any reorganization or arrangement
                proposed by INEX;

            


    

     

    
      	(vi)  	
              any
                reorganization or arrangement involving INEX, its affiliates and/or
                its
                wholly owned subsidiaries which does not prejudice the rights of
                Hana
                shall not constitute a Bankruptcy Action for the purposes of this
                Section
                17.1(c)and
                shall not give rise to the remedies set forth in this Section 17.1(c);
                and

            


    

     

    
      	(vii)  	
              if
                Hana asserts any rights under Sections 17.1(c)(i),
                17.1(c)(ii),
                17.1(c)(iii)
                or
                17.1(c)(iv),
                Hana shall continue to be bound by all liabilities and obligations
                imposed
                upon Hana, its Affiliates and Sublicensees under this Agreement,
                and
                INEX’s custodian, receiver or trustee in bankruptcy shall be entitled
                to
                exercise against Hana, its Affiliates and Sublicensees, any remedies
                available to INEX under this
                Agreement

            


    

     

    17.2  
      Termination
      by INEX

     

    INEX
      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 Hana:

     

    
      	(a)  	
              if
                any execution, sequestration, or any other process of any court becomes
                enforceable against Hana or if any such process is levied on the
                rights
                under this Agreement or upon any of the monies due to INEX and is
                not
                released or satisfied by Hana within sixty (60) days
                thereafter;

            


    

     

    
      	(b)  	
              if
                any resolution is passed by Hana or voluntary order made or other
                steps
                taken by Hana for the winding up, liquidation or other termination
                of the
                existence of Hana;

            


    

     

    
      	(c)  	
              if
                Hana ceases to carry on its business, other than as a result of a
                disposition of substantially all of Hana’s business to a Third
                Party;

            


    

     

    
      	(d)  	
              if
                Hana commits any breach of Section 4.1
                or
                any material breach of Article
                12;

            


    

     

    
      	(e)  	
              Hana
                notifies INEX in writing that it intends to discontinue pursuing
                all
                Patent protection for the Technology hereof;
                or

            


    

     

    
      	(f)  	
              if
                any Sublicensee of Hana is in material breach of its Sublicense
                Agreement
                with Hana which breach would be a breach of this Agreement if committed
                by
                Hana and Hana fails to use reasonable efforts to cause such Sublicensee
                to
                cure such breach within sixty (60) days of receipt of written notice
                from
                INEX requiring that Hana cause such Sublicensee to cure such
                breach.

            


    

     

    
      
        
        

      

      
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          61 -

        
          

        

      

      
        
        

      

    

    17.3  
      Termination
      for Invalidity Challenge

     

    INEX
      shall be entitled to terminate this Agreement immediately upon written notice
      to
      Hana, if Hana or any of its Affiliates or Sublicensees, directly or indirectly,
      contests or otherwise disputes the ownership, scope, or validity of any of
      the
      Patents, or supports such attack by a Third Party.

     

    17.4  
      Termination
      for Material Breach

     

    
      	(a)  	
              Either
                Party shall be entitled to terminate this Agreement by written notice
                to
                the other Party in the event that the other Party is in material
                default
                of any of its obligations hereunder and fails to remedy any such
                breach of
                its obligations within ninety (90) days after notice thereof by the
                Party
                alleging breach. Any such notice
                shall:

            


    

     

    
      	(i)  	
              specifically
                state that the Party not in default intends to terminate this Agreement
                in
                the event that the other Party fails to remedy the breach;
                and

            


    

     

    
      	(ii)  	
              expressly
                set forth the actions required of the other Party to remedy the
                breach.

            


    

     

    If
      such
      breach is not corrected, the Party not in breach shall have the right to
      terminate this Agreement or the license(s) hereunder in respect of such Product
      or such country as to which a breach remains unremedied by giving written notice
      to the other Party, by giving written notice to the other Party provided the
      notice of termination is given within six (6) months of one Party’s discovery of
      the other Party’s breach and prior to correction of the breach.

     

    
      	(b)  	
              Either
                Party shall be entitled to terminate this Agreement or the licenses
                granted to the other Party hereunder by written notice to such other
                Party
                in the event that such other Party is in material breach of the
                Non-Competition Terms, and fails to remedy any such breach within
                ninety
                (90) days after notice thereof.

            


    

     

    
      	(c)  	
              If
                a dispute arises as to whether either Party is in material breach
                of its
                obligations hereunder, or as to whether such Party has cured any
                such
                breach, either Party may invoke the dispute resolution procedure
                described
                in Section 14.3
                to
                resolve such Dispute.

            


    

     

    17.5  
      No
      Limitation on Remedies

     

    Upon
      any
      termination of this Agreement or the license(s) hereunder in respect of such
      Product or such country pursuant to this Article
      17,
      neither
      Party shall be relieved of any obligations incurred prior to such termination.
      Termination of the Agreement in accordance with the provisions hereof shall
      not
      limit remedies that may be otherwise available in law or equity.

     

    17.6  
      Consequence
      of Termination

     

    
      	(a)  	
              If
                this Agreement or the license(s) granted by INEX to Hana in respect
                of a
                particular Product in a particular country(ies) is terminated pursuant
                to
                Sections 17.1(a),
                17.2,
                17.3
                for invalidity challenge or a breach by Hana as set forth in Section
                10.4
                for lack of sales, or 17.4
                for material breach, Hana shall make payments to each of INEX and
                the
                University in the manner specified in Article
                5,
                and each of INEX and the University, may proceed to enforce payment
                of:
                

            


    

     

    
      	(i)  	
              all
                outstanding Royalty Due INEX, Sublicensing Revenue Due INEX and other
                monies owed to INEX; and

            


    

     

    
      
        
        

      

      
        -
          62 -

        
          

        

      

      
        
        

      

    

     

    
      	(ii)  	
              all
                outstanding Royalty Due UBC; 

            


    

     

    and
      to
      exercise any or all of the rights and remedies contained herein or otherwise
      available to INEX by law or in equity, successively or concurrently at the
      option of INEX.

     

    
      	(b)  	
              Upon
                any such termination of this Agreement or of the license(s) granted
                by
                INEX to Hana, all sublicenses granted hereunder shall forthwith terminate,
                and Hana shall: 

            


    

     

    
      	(i)  	
              except
                as required by law or expressly permitted by Section 17.7,
                deliver up to INEX within a reasonable time, not to exceed six (6)
                months
                from the Effective Date of Termination, all Technology in its possession
                or control and shall thereafter have no further right of any nature
                whatsoever in the Technology. On failure by Hana to so deliver up
                the
                Technology, INEX may take action against Hana to enforce such delivery
                and
                Hana will pay all charges or expenses incurred by INEX in the enforcement
                of such rights or remedies against Hana including, without limitation,
                INEX’s legal fees and disbursements on an indemnity
                basis;

            


    

     

    
      	(ii)  	
              deliver
                to INEX within thirty (30) days of the Effective Date of Termination
                a
                written Accounting and plan specifying, in such terms as INEX may
                in its
                reasonable discretion require, the inventory of Product remaining
                unsold
                on the Effective Date of Termination, and Hana’s plan for the disposition
                of same. Following the delivery of such accounting and plan, Hana
                shall
                then have a reasonable time to liquidate such inventory of Product,
                provided that such period shall not exceed six (6) months from the
                Effective Date of Termination. Hana shall continue to make all payments
                to
                INEX on all such Product sold in the same manner as specified in
                this
                Agreement, notwithstanding anything contained in, or any exercise
                of
                rights by INEX under this Article
                17;

            


    

     

    
      	(iii)  	
              provided
                that INEX shall be responsible for any reasonable associated out-of-pocket
                costs associated with the following activities, Hana shall promptly
                deliver to INEX a copy of all data (including animal and human data)
                and
                such other information, Material, materials (including biological
                materials) and documents in Hana’s possession or control arising from the
                Development of Product under this Agreement that INEX may reasonably
                require in order to obtain and/or maintain Regulatory Approvals.
                INEX
                may, directly or through a licensee, exploit such data, other information,
                Materials, materials (including biological materials) and documents
                to
                develop, make, have made, import, use, offer for sale and sell Product
                in
                such country(ies); 

            


    

     

    
      	(iv)  	
              Hana
                shall also, within thirty (30) days after the effective date of such
                termination, use all reasonable endeavors to take all steps and execute
                all documents reasonably necessary to assign and/or transfer or permit
                reference to (to the extent legally permissible in the relevant country)
                all Regulatory Submissions and Regulatory Approvals arising from
                the
                Development of Product under this Agreement in Hana’s name or in the name
                of Hana’s Representatives to INEX or its designee, provided that INEX
                shall be responsible for any reasonable associated out-of-pocket
                costs of
                transfer;

            


    

     

    
      	(v)  	
              In
                the event that no such assignment and/or transfer and/or reference
                pursuant to Section 17.6(b)(iv)
                may legally be made, then Hana shall forthwith surrender to INEX
                or its
                designee such Regulatory Submissions and Regulatory Approvals for
                cancellation;

            


    

     

    
      
        
        

      

      
        -
          63 -

        
          

        

      

      
        
        

      

    

     

    
      	(vi)  	
              Upon
                INEX’s request, Hana shall within thirty (30) days after the effective
                date of such termination, deliver to INEX or its designee any and
                all
                documents relating to applications, correspondences with Regulatory
                Authorities, Regulatory Submissions, Regulatory Approvals, and
                post-Regulatory Approval Pharmacovigilance in its possession or control
                arising from the Development of Product that are reasonably required
                for
                commercialization of Product, provided that INEX shall be responsible
                for
                any reasonable associated out-of-pocket costs of
                transfer.

            


    

     

    Except
      to
      the extent set out in the last sentence of Section 17.6(b)(iii),
      Hana’s
      transfer to INEX of any data, other information, Materials, materials (including
      biological materials) or documents shall not grant INEX any license or right
      (whether express, implied or by estoppel) in any Intellectual Property Rights
      owned or controlled by Hana.

     

    
      	(c)  	
              Upon
                any termination by INEX of the licenses granted
                hereunder:

            


    

     

    
      	(i)  	
              Hana
                shall not be relieved of any obligations incurred prior to such
                termination; and

            


    

     

    
      	(ii)  	
              each
                Party shall promptly return to the other Party all written Confidential
                Information, and all copies thereof (except for one archival copy
                to be
                retained solely for the purpose of confirming which information to
                hold in
                confidence hereunder); and

            


    

     

    
      	(d)  	
              The
                termination of the license granted hereunder will be without prejudice
                to:

            


    

     

    
      	(i)  	
              INEX’s
                right to receive all payments accrued from Hana pursuant to Section
                6.9
                as
                of the effective date of such termination including, without limitation,
                payment for all out-of-pocket costs and personnel costs which INEX
                has
                properly and reasonably incurred in providing IP Services and in
                following
                instructions received from Hana up to the date of such termination.
                For
                greater certainty, such costs shall include INEX’
                reasonable and necessary non-cancelable obligations to
                Third Parties actually incurred by INEX in the performance of its
                obligations under this Agreement
                prior to the date of notice of termination, but arising after the
                date of
                notice of termination; and

            


    

     

    
      	(ii)  	
              any
                or all of the rights and remedies contained herein or otherwise available
                to either Party by law or in equity, successively or concurrently,
                at the
                option of either Party.

            


    

     

    
      	(e)  	
              Notwithstanding
                the termination of this Agreement, Article
                11
                shall remain in full force and effect until three (3) years
                after:

            


    

     

    
      	(i)  	
              all
                payments of Royalties required to be made by Hana under this Agreement
                have been made by Hana to each of INEX and the University;
                and

            


    

     

    
      	(ii)  	
              any
                other claim or claims of any nature or kind whatsoever of INEX against
                Hana has been settled.

            


    

     

    
      
        
        

      

      
        -
          64 -

        
          

        

      

      
        
        

      

    

     

    
      17.7  Return
        of Confidential Information

    

     

    Except
      as
      required by law, upon any termination of this Agreement, each Party shall cease
      to use the Confidential Information of the other Party, and upon written request
      and at the option of the other Party, shall deliver or destroy and certify
      the
      destruction of all copies of same, except for a single copy to be retained
      solely for the purpose of compliance with the terms of this
      Agreement.

     

    Article
      18   MISCELLANEOUS
      COVENANTS REQUIRED BY UNIVERSITY

     

    18.1  
      Miscellaneous
      Covenants of Hana

     

    
      	(a)  	
              Hana
                hereby represents and warrants to INEX that Hana is a corporation
                duly
                organized, existing, and in good standing under the laws of Canada
                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.

            


    

     

    
      	(b)  	
              Hana
                represents and warrants that it has the expertise necessary to handle
                the
                Technology in the Hana Field with care and without danger to Hana,
                its
                employees, agents, or the public. Hana shall not accept delivery
                of the
                Technology until it has requested and received from INEX all necessary
                information and advice to ensure that it is capable of handling the
                Technology in a safe and prudent
                manner.

            


    

     

    
      	(c)  	
              Hana
                shall comply with all laws, regulations and ordinances, whether Federal,
                Provincial, Municipal or otherwise with respect to the Technology
                and/or
                this Agreement.

            


    

     

    
      	(d)  	
              Upon
                the presentation of itemized bills to Hana by INEX or the University,
                Hana
                shall pay to INEX or the University, as the case may be: 

            


    

     

    
      	(i)  	
              all
                reasonable legal expenses and costs incurred by the University in
                respect
                of the negotiation and preparation of this Agreement, and of any
                amendments of this Agreement; and

            


    

     

    
      	(ii)  	
              all
                reasonable legal expenses and costs in excess of $[***]
                CDN
                incurred by the University in respect of any consents or approvals
                required from the University, including but not limited to expenses
                and
                costs in respect of the University’s review of each sublicense to be
                granted by Hana.

            


    

     

    
      	(e)  	
              Hana
                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, including, but not limited to, tax which Hana is required
                to
                withhold or deduct from payments to INEX and to the University. Hana
                will
                furnish to INEX and to the University such evidence as may be required
                by
                American and Canadian authorities to establish that any such tax
                has been
                paid. The Royalties specified in this Agreement are exclusive of
                taxes. If
                INEX or the University is required to collect a tax to be paid by
                Hana (or
                any of its Sublicensees), Hana shall pay such tax to INEX or to the
                University, as the case may be, on demand. Under
                no circumstances will Hana be responsible for any franchise-related
                taxes
                or taxes based on the University’s or INEX’s gross or net
                income

            


    

     

    
      
        
        

      

      
        -
          65 -

        
          

        

      

      
        
        

      

    

    Article
      19   PRODUCT
      SAFETY AND REGULATORY COMPLIANCE

     

    
      19.1  Regulatory
        Responsibilities

    

     

    
      	(a)  	
              Hana
                shall ensure
                that
                none of its Representatives who participate in any Development
                activities:

            


    

     

    
      	(i)  	
              is
                or has been suspended, debarred or disqualified by the
                FDA;

            


    

     

    
      	(ii)  	
              has
                been convicted of any offence that would form the basis for any debarment;
                or

            


    

     

    
      	(iii)  	
              is
                or has been subject to any proceedings for the suspension,
                disqualification or debarment. 

            


    

     

    
      	(b)  	
              Upon
                the re-activation and/or transfer by INEX to Hana of the NDA or IND,
                as
                the case may be, in respect of each Product, Hana shall be responsible
                for
                using
                Commercially Reasonable Efforts to maintain and fulfill
                all Regulatory Requirements with respect to such Product that are
                imposed
                upon Hana as the holder of Regulatory Submissions and Regulatory
                Approvals.

            


    

     

    
      	(c)  	
              Hana
                and/or its Representatives’ Manufacturing, shipping and distribution of
                Material for clinical and commercial use shall be done in accordance
                with
                applicable specifications and Regulatory Requirements. Hana shall
                maintain
                and shall require its Representatives who receive, handle, store,
                ship or
                distribute Product to maintain a record retention policy consistent
                with
                cGMP and Regulatory Requirements, and to maintain records with sufficient
                detail to facilitate traceability in the event of recalls or voluntary
                withdrawals of Product.

            


    

     

    
      	(d)  	
              In
                respect of each Product, Hana will use Commercially
                Reasonable Efforts
                to
                make such changes as reasonably necessary to the master production
                record,
                specifications, procedures, processes, Materials, facilities, equipment
                or
                any matter utilized by Hana under this Agreement or contained or
                reference
                in and documents submitted to Regulatory Authorities to meet new
                Regulatory Requirements and guidelines in the
                Territory.

            


    

     

    
      19.2  Pharmacovigilance

    

     

    
      	(a)  	
              Upon
                the transfer,
                by
                INEX to Hana of the INDs for Sphingosomal Vinorelbine and Sphingosomal
                Topotecan, and the NDA for Sphingosomal Vincristine, Hana shall be
                responsible for, in respect of each such Product, performing
                Pharmacovigilance in respect of all pre-Regulatory Approval Clinical
                Activities and all post-Regulatory Approval product safety monitoring
                in
                accordance with Regulatory Requirements, in addition to all other
                Regulatory Activities for which Hana is
                responsible.

            


    

     

    
      	(b)  	
              For
                as long as Material sourced, Manufactured or quality released by
                INEX
                remains available for use in approved clinical trials, Hana
                shall:

            


    

     

    
      	(i)  	
              inform
                INEX within five (5) Business Days of any complaint received or regulatory
                action taken in respect of such Material and shall seek INEX’ opinion
                before passing judgment on the quality of such Material to any Third
                Party; and

            


    

     

    
      	(ii)  	
              provide
                INEX with a copy(ies) of all documentation provided to and received
                from
                Regulatory Authorities in respect of such complaint or Adverse Drug
                Event,
                within one (1) Business Day of sending or receiving
                same.

            


    

     

    
      
        
        

      

      
        -
          66 -

        
          

        

      

      
        
        

      

    

     

    
      19.3  Recalls
        and Product Withdrawals

    

     

    
      	(a)  	
              If
                either Party is required or requested by any Regulatory Authority
                to
                recall or withdraw any Clinical Trial Material for any reason, or
                should
                either Party decide voluntarily to withdraw any Clinical Trial
                Material:

            


    

     

    
      	(i)  	
              the
                Party in whose name the applicable IND file is registered will be
                responsible for coordinating such recall or product
                withdrawal;

            


    

     

    
      	(ii)  	
              Hana
                shall pay the costs and expenses of such recall or product withdrawal,
                subject to recovery of some or all of same in accordance with the
                terms of
                Section 19.2;

            


    

     

    
      	(iii)  	
              Unless
                INEX is liable for such costs and expenses in accordance with the
                terms of
                Section 19.2,
                Hana will remain responsible to INEX for payment of all Services
                in
                respect of the Manufacture and supply of Material;
                and

            


    

     

    
      	(iv)  	
              Both
                Parties will cooperate fully with one another in connection with
                any such
                recall or product withdrawal.

            


    

     

    
      	(b)  	
              If
                a recall or product withdrawal is due to INEX’s negligence, willful
                misconduct or breach of this Agreement or of the Service Agreement,
                INEX
                will reimburse Hana for all of Hana’s reasonable costs and expenses
                actually incurred by Hana in connection with the recall or product
                withdrawal, including any Service fees and expenses associated with
                the
                supply of the Product recalled or withdrawn, costs of retrieving
                Product
                already delivered to customers, costs and expenses Hana is required
                to pay
                for notification, shipping and handling charges, destruction or return
                of
                the defective Product or otherwise and such other reasonable costs
                as may
                be reasonably related to the recall or product
                withdrawal.

            


    

     

    
      	(c)  	
              If
                the Parties are unable to agree on whether or not a recall or product
                withdrawal is due to INEX’s negligence, willful misconduct or breach of
                this Agreement, either Party may refer the matter for resolution
                pursuant
                to Article 13.

            


    

     

    
      	(d)  	
              Notwithstanding
                any expiration or early termination of this Agreement, the provisions
                of
                Sections 19.2
                and 19.3
                shall continue to apply for as long as any Product containing Material
                that was sourced, Manufactured or quality released by INEX remains
                available for use in approved clinical
                trials.

            


    

     

    Article
      20   GENERAL
      PROVISIONS

     

    
      20.1  UBC
        Requirement

    

     

    On
      reasonable notice, Hana shall permit any duly authorized Representative of
      the
      University and of INEX, jointly or separately, during normal business hours
      and
      at each of the University’s and INEX’s sole risk and expense to enter upon and
      into any premises of Hana for the purpose of inspecting the Products and the
      manner of this Manufacture and generally of ascertaining whether or not the
      provisions of this Agreement have been, are being, or will be complied with
      by
      Hana.

     

    
      20.2  Amendments

    

     

    No
      amendment, modification, supplement, termination or waiver of any provision
      of
      this Agreement will be effective unless in writing signed by the Parties and
      then only in the specific instance and for the specific purpose given.


     

    
      
        
        

      

      
        -
          67 -

        
          

        

      

      
        
        

      

    

    
      20.3  Counterparts;
        Facsimile

    

     

    This
      Agreement may be executed in any number of counterparts (either originally
      or by
      facsimile), each of which shall be deemed to be an original, and all of which
      taken together shall be deemed to constitute one and the same instrument, and
      it
      shall not be necessary in making proof of the agreement to produce or account
      for more than one such counterpart.

     

    
      20.4  Enurement

    

     

    This
      Agreement shall enure to the benefit of and be binding upon the Parties hereto
      and their respective successors and permitted assigns. 

     

    
      20.5  Exhibits
        / Schedules

    

     

    The
      Schedules attached hereto shall be deemed to form an integral part of this
      Agreement.

     

    
      20.6  Force
        Majeure

    

     

    In
      the
      event that either Party is prevented from performing or is unable to perform
      any
      of its obligations under this Agreement due to any act of God; fire; casualty;
      flood; war; strike; lockout; failure of public utilities; injunction or any
      act,
      exercise, assertion or requirement of governmental authority; epidemic;
      destruction of production facilities; riots; insurrection; failure of
      transportation; inability to procure or use materials (including Materials),
      or
      any other cause beyond the reasonable control of the Party invoking this Section
      20.6
      if such
      Party shall have used its reasonable efforts to avoid such occurrence, such
      Party shall give notice to the other Party in writing promptly, and thereupon
      the affected Party’s performance shall be excused and the time for performance
      shall be extended for the period of delay or inability to perform due to such
      occurrence.

     

    
      20.7  Further
        Assurances

    

     

    Each
      Party shall co-operate with the other, and execute and deliver, or cause to
      be
      executed and delivered, all such other documents and instruments and take all
      such other actions as such Party may be reasonably requested by the other Party
      to take from time to time, consistent with the terms of this Agreement in order
      to implement the provisions and purposes of this Agreement.

     

    
      20.8  Headings

    

     

    The
      headings in this Agreement are solely for convenience of reference and shall
      not
      be used for purposes of interpreting or construing the provisions hereof.


     

    
      20.9  Incorporation
        by Reference

    

     

    Notwithstanding
      any expiration or termination of the License Agreement or any other agreement
      between the Parties, any part of the UBC License or any other agreement between
      the Parties which are expressly incorporated herein by reference, mutatis
      mutandis,
      shall
      continue to apply to this Agreement during the Term of this
      Agreement.

     

    
      20.10  Independent
        Legal Advice

    

     

    Both
      Parties sought external legal counsel representation in the preparation of
      this
      Agreement, and neither Party shall be construed to be the drafter
      hereof.

     

    
      
        
        

      

      
        -
          68 -

        
          

        

      

      
        
        

      

    

    
      20.11  Non-Use
        of Names

    

     

    Neither
      Party shall use the name of the other Party, nor any adaptation thereof, in
      any
      advertising, promotional or sales literature without prior written consent
      obtained from such other Party in each case (which consent shall not be
      unreasonably withheld or delayed).

     

    
      20.12  No
        Implied Rights

    

     

    Nothing
      in this Agreement will be deemed or implied to be the grant by one Party to
      the
      other of any right, title or interest in any product or Product, Confidential
      Information, trade mark, trade dress or any other intellectual property or
      any
      other proprietary right of the other, except as is expressly provided for
      herein.

     

    
      20.13  No
        Solicitation
        or Hiring of Employees

    

     

    The
      Parties agree that, during the Term of this Agreement and for a period of twelve
      (12) months thereafter, it will not directly or indirectly induce any employee
      of the other Party to terminate their employment with the other Party without
      the prior written consent of the other Party.
      This
      Section shall not prevent or prohibit any employee from one Party directly
      contacting the other Party for employment or employment opportunities or from
      responding to published employment advertisements, and under these limited
      circumstances, this restriction shall not prevent either Party from interviewing
      and/or hiring such an employee.

     

    
      20.14  No
        Waiver

    

     

    No
      condoning, excusing or overlooking by any Party of any default or breach by
      the
      another 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.

     

    
      20.15  Publicity

    

     

    Except
      as
      required by law, stock exchange or regulatory authority:

     

    
      	(a)  	
              neither
                Party, nor any of its Affiliates, shall originate any publicity,
                news
                release or other public announcement, written or oral, relating to
                this
                Agreement or the existence of an arrangement between the Parties,
                without
                the prior written approval of the other Party and agreement upon
                the
                nature and text of such announcement or disclosure, which approval
                shall
                not be unreasonably withheld or delayed;
                and

            


    

     

    
      	(b)  	
              the
                Party desiring to make any such public announcement or other disclosure
                shall inform the other Party of the proposed announcement or disclosure
                in
                reasonably sufficient time prior to public release, and shall provide
                the
                other Party with a written copy thereof, in order to allow such other
                Party to comment upon such announcement or
                disclosure.

            


    

     

    
      20.16  Relationship
        of Parties

    

     

    It
      is not
      the intent of the Parties hereto to form any partnership or joint venture.
      Each
      Party shall, in relation to its obligations hereunder, be deemed to be and
      shall
      be an independent contractor, and nothing in this Agreement shall be construed
      to give such Party the power or authority to act as agent for the other Party
      for any purpose, or to bind or commit the other Party in any way whatsoever.
      

     

    
      
        
        

      

      
        -
          69 -

        
          

        

      

      
        
        

      

    

    
      20.17  Rights
        and Remedies

    

     

    The
      rights and remedies available under this Agreement shall be cumulative and
      not
      alternative and shall be in addition to and not a limitation of any rights
      and
      remedies otherwise available to the Parties at law or in equity. 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.

     

    
      20.18  Severability

    

     

    If
      any
      one or more of the provisions contained in this Agreement is found by any court
      or arbitrator for any reason, to be invalid, illegal or unenforceable in any
      respect in any jurisdiction:

     

    
      	(a)  	
              such
                provision shall be severable from the remainder of the Agreement
                in the
                jurisdiction in which such provision was found to be invalid, illegal
                or
                unenforceable;

            


    

     

    
      	(b)  	
              the
                validity, legality and enforceability of such provision will not
                in any
                way be affected or impaired thereby in any other jurisdiction and
                the
                validity, legality and enforceability of the remaining provisions
                contained herein will not in any way be affected or impaired thereby,
                unless in either case as a result of such determination this Agreement
                would fail in its essential purpose;
                and

            


    

     

    
      	(c)  	
              the
                Parties will use their best efforts to substitute for any provision
                that
                is invalid, illegal or unenforceable in any jurisdiction a valid,
                legal
                and enforceable provision which achieves to the greatest extent possible
                the economic, legal and commercial objectives of such invalid, illegal
                or
                unenforceable provision and of this
                Agreement.

            


    

    
      
        
        

      

      
        -
          70 -

        
          

        

      

      
        
        

      

    

    20.19  Survival

     

    Notwithstanding
      any termination of the sublicense granted hereunder, the provisions of
Article
      1,
      Sections 2.1,
      3.4,
      4.2(d) 5.5,
      5.6,
      5.7,
      6.2(b),
      6.5,
      6.6(c),
      6.6(d),
      6.8(c),
      6.9(c),
      6.10,
      6.12,
      Article
      7,
      Article
      8,
      Article
      9,
      10.1(a),
      Section
11.4,
      11.5,
      Article
      12,
      Article
      13,
      Article
      14,
      Article
      15,
      Article
      16,
      Article
      17,
      Article
      18,
      Article
      19
      and
Article
      20,
      as well
      as under any other provisions which by their nature are intended to survive
      any
      such termination, will survive the termination of this Agreement or of any
      rights sublicensed hereunder. 

     

    
      20.20  Wording

    

     

    Wherever
      the singular or masculine form is used in this Agreement, it will be construed
      as the plural or feminine or neuter form, as the case may be, and vice versa,
      as
      the context or the Parties require.

     

    
      20.21  Supremacy

    

    


    Solely,
      as between Inex and Hana, in the event of any conflict between the terms of
      this
      Agreement and the License Agreement, and solely with regards to obligations
      of
      Inex and Hana under the License Agreement, the terms of the License Agreement
      will govern. For greater clarity it is confirmed that the provision in the
      forgoing sentence will not apply with regards to any provision of this Agreement
      that the University may rely on, or enforce against either Inex or Hana under
      the terms of the UBC Consent. 

     

     

     

     

    IN
      WITNESS WHEREOF,
      each of
      the Parties has caused this Agreement to be executed on its behalf by a duly
      authorized officer as of the date first written above.

     

    


    
      	
              INEX
                PHARMACEUTICALS 

              CORPORATION

              by
                its authorized signatory:

               

                    
                /s/ Timothy
                Ruane                      
                

              Timothy
                Ruane

              President
                & C.E.O.

            	
              HANA
                PHARMACEUTICALS 

              CORPORATION

              by
                its authorized signatory:

               

                      
                /s/ Mark J.
                Ahn                            
                

              Mark
                J. Ahn

              President
                and C.E.O.

            


    

     

     

    
      
        
        

      

      
        -
          71 -

        
          

        

      

      
        
        

      

    



     

    Schedule
      “A” to Sublicense Agreement

    


    


    NOTES:

    


    
      	·  	
              The
                Assignment of existing licences is not captured in this schedule,
                which is
                exclusive to IP rights only 

            


    

     

     

     

    
      
        
        

      

      
        -
          72 -

        
          

        

      

      
        
        

      

    

     

    

      
        	
                 

                 

                Inex
                  File Number

              	
                 

                 

                Title

              	
                 

                 

                Serial/
                  Patent Numbers

              	
                 

                 

                Inventors

              	
                 

                 

                Origin

              	
                 

                 

                Ownership
                  of Prosecution

              	
                 

                 

                Hana
                  Cost Allocation

              	
                 

                 

                UBC
                  Royalty

              	
                 

                UBC
                  Sublicense Royalty

              


      

       

      
        	
                 

                Group
                  4 (PAT-2300 and PAT-2700 families): liposome manufacturing and
                  loading;
                  covers all three products

              
	
                PAT-2300-NP

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                U.S.
                  Patent Application No. 08/741,622

                 

                US
                  Patent Number 5,837,282

                ISSUED
                  

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-PCT

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                International
                  Patent Application No. PCT/CA97/00821

                 

                International
                  Patent Publication No.

                WO
                  98/18450

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-AT

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Austrian
                  Patent No. 

                AT
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-AU

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Australian
                  Patent No. 

                AU
                  718460

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              


      

       

       

      
        
          
          

        

        
          -
            73 -

          
            

          

        

        
          
          

        

      

      

        
          	
                   

                   

                  Inex
                    File Number

                	
                   

                   

                  Title

                	
                   

                   

                  Serial/
                    Patent Numbers

                	
                   

                   

                  Inventors

                	
                   

                   

                  Origin

                	
                   

                   

                  Ownership
                    of Prosecution

                	
                   

                   

                  Hana
                    Cost Allocation

                	
                   

                   

                  UBC
                    Royalty

                	
                   

                  UBC
                    Sublicense Royalty

                


        

         

      

      
        	
                PAT-2300-BE

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Belgium
                  Patent No. 

                BE
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-CA

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Canadian
                  Patent Application No. 

                2,269,921

                 

                PENDING

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-CH

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Switzerland
                  Patent No. 

                CH
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-DE

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                German
                  Patent No. 

                DE
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              


      

       

       

      
        
          
          

        

        
          -
            74 -

          
            

          

        

        
          
          

        

      

      

        
          	
                   

                   

                  Inex
                    File Number

                	
                   

                   

                  Title

                	
                   

                   

                  Serial/
                    Patent Numbers

                	
                   

                   

                  Inventors

                	
                   

                   

                  Origin

                	
                   

                   

                  Ownership
                    of Prosecution

                	
                   

                   

                  Hana
                    Cost Allocation

                	
                   

                   

                  UBC
                    Royalty

                	
                   

                  UBC
                    Sublicense
                    Royalty

                

 

      

      
        	
                PAT-2300-DK

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Danish
                  Patent No. 

                DE
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-EP

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                European
                  Patent Application No. 97911086.3

                 

                European
                  Patent No. 

                EP
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-ES

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Spanish
                  Patent No. 

                ES
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-FR

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                French
                  Patent No. 

                FR
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              


      

       

      
        
          
          

        

        
          -
            75 -

          
            

          

        

        
          
          

        

      

      

        
          	
                   

                   

                  Inex
                    File Number

                	
                   

                   

                  Title

                	
                   

                   

                  Serial/
                    Patent Numbers

                	
                   

                   

                  Inventors

                	
                   

                   

                  Origin

                	
                   

                   

                  Ownership
                    of Prosecution

                	
                   

                   

                  Hana
                    Cost Allocation

                	
                   

                   

                  UBC
                    Royalty

                	
                   

                  UBC
                    Sublicense
                    Royalty

                

 

      

      
        	
                PAT-2300-GB

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                United
                  Kingdom Patent No. 

                GB
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-IE

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Irish
                  Patent No. 

                IE
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-IT

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Italian
                  Patent No. 

                IT
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-JP

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Japanese
                  Patent Application No. 

                10-519843

                 

                PENDING

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              


      

       

      
        
          
          

        

        
          -
            76 -

          
            

          

        

        
          
          

        

      

      

        
          	
                   

                   

                  Inex
                    File Number

                	
                   

                   

                  Title

                	
                   

                   

                  Serial/
                    Patent Numbers

                	
                   

                   

                  Inventors

                	
                   

                   

                  Origin

                	
                   

                   

                  Ownership
                    of Prosecution

                	
                   

                   

                  Hana
                    Cost Allocation

                	
                   

                   

                  UBC
                    Royalty

                	
                   

                  UBC
                    Sublicense
                    Royalty

                

 

      

      
        	
                PAT-2300-NL

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Netherlands
                  Patent No. 

                NL
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2300-SE

              	
                Ionophore-Mediated
                  Liposome Loading

              	
                Swedish
                  Patent No. 

                SE
                  0941065

                 

                GRANTED

              	
                Fenske,
                  D.

                Cullis,
                  P.

                Wong,
                  K.

                Maurer,
                  N.

                Leenhouts,
                  J.

                Maurer,
                  E.

                Boman,
                  N.

              	
                 

                 

                 

                UBC

              	
                 

                 

                 

                INEX

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              	
                 

                 

                 

                [***]%

              
	
                PAT-2700-PSP

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                U.S.
                  Provisional Patent Application No. 60/143,978

                 

                EXPIRED
                  - July 15, 2000 

              	
                Knopov,
                  V.

                Dzubanov,
                  K.

                Harper,
                  K.

                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-PCT
                  

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                International
                  Patent Application No. PCT/CA00/00843

                 

                International
                  Publication No.

                WO
                  01/05374

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-AU

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Australian
                  Patent No. 

                AU
                  769357

                 

                GRANTED

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              


      

       

       

      
        
          
          

        

        
          -
            77 -

          
            

          

        

        
          
          

        

      

      

        
          	
                   

                   

                  Inex
                    File Number

                	
                   

                   

                  Title

                	
                   

                   

                  Serial/
                    Patent Numbers

                	
                   

                   

                  Inventors

                	
                   

                   

                  Origin

                	
                   

                   

                  Ownership
                    of Prosecution

                	
                   

                   

                  Hana
                    Cost Allocation

                	
                   

                   

                  UBC
                    Royalty

                	
                   

                  UBC
                    Sublicense
                    Royalty

                

 

      

      
        	
                PAT-2700-BR

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Brazilian
                  Patent Application No. 

                0012624-1

                 

                PENDING

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-CA

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Canadian
                  Patent Application No. 

                2,378,438

                 

                PENDING

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-CN

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Chinese
                  Patent No. 

                ZL
                  00810355.0

                 

                GRANTED

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-DE

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                German
                  Patent No. 

                DE
                  1194122

                 

                GRANTED

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-EP

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                European
                  Patent Application No. 00949026.9

                 

                European
                  Patent No. 

                EP
                  1194122

                 

                GRANTED
                  

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-ES

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Spanish
                  Patent No. 

                ES
                  1194122

                 

                GRANTED

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              


      

       

      
        
          
          

        

        
          -
            78 -

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   

                   

                  Inex
                    File Number

                	
                   

                   

                  Title

                	
                   

                   

                  Serial/
                    Patent Numbers

                	
                   

                   

                  Inventors

                	
                   

                   

                  Origin

                	
                   

                   

                  Ownership
                    of Prosecution

                	
                   

                   

                  Hana
                    Cost Allocation

                	
                   

                   

                  UBC
                    Royalty

                	
                   

                  UBC
                    Sublicense
                    Royalty

                

 

      

      
        	
                PAT-2700-FR

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                French
                  Patent No. 

                FR
                  1194122

                 

                GRANTED

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-GB

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                United
                  Kingdom Patent No. 

                GB
                  1194122

                 

                GRANTED

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-IE

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Irish
                  Patent No. 

                IE
                  1194122

                 

                GRANTED

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-IL

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Israeli
                  Patent Application No. 

                147,089

                 

                PENDING

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-IS

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Icelandic
                  Patent Application No. 

                PCT/CA00/00843

                 

                ABANDONED
                  - OCTOBER 19, 2004

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-IT

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Italian
                  Patent No. 

                IT
                  1194122

                 

                GRANTED

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              


      

       

       

      
        
          
          

        

        
          -
            79 -

          
            

          

        

        
          
          

        

      

      

        
          	
                   

                   

                  Inex
                    File Number

                	
                   

                   

                  Title

                	
                   

                   

                  Serial/
                    Patent Numbers

                	
                   

                   

                  Inventors

                	
                   

                   

                  Origin

                	
                   

                   

                  Ownership
                    of Prosecution

                	
                   

                   

                  Hana
                    Cost Allocation

                	
                   

                   

                  UBC
                    Royalty

                	
                   

                  UBC
                    Sublicense Royalty

                


        

         

      

      
        	
                PAT-2700-JP

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Japanese
                  Patent Application No. 2001-510431

                 

                PENDING

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-SG

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                Singapore
                  Patent No. 

                SG
                  85793

                 

                GRANTED

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-US

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents

              	
                U.S.
                  Patent Application No. 10/019,199

                 

                PENDING

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-PCT1

              	
                Method
                  and Apparatus for Preparation of Lipid Vesicles

              	
                International
                  Patent Application No. PCT/CA00/00842

                 

                International
                  Publication No. 

                WO
                  01/05373 

              	
                Knopov,
                  V.

                Dzubanov,
                  K. Harper, K. 

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-AU1

              	
                Method
                  and Apparatus for Preparation of Lipid Vesicles

              	
                Australian
                  Patent No. 

                AU
                  771706

                 

                GRANTED

              	
                Knopov,
                  V.

                Dzubanov,
                  K. Harper, K. 

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-CA1

              	
                Method
                  and Apparatus for Preparation of Lipid Vesicles

              	
                Canadian
                  Patent Application No. 

                2,378,430

                 

                PENDING

              	
                Knopov,
                  V.

                Dzubanov,
                  K. Harper, K. 

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-EP1

              	
                Method
                  and Apparatus for Preparation of Lipid Vesicles

              	
                European
                  Patent Application No. 00949025.1

                 

                PENDING

              	
                Knopov,
                  V.

                Dzubanov,
                  K. Harper, K. 

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              


      

       

      
        
          
          

        

        
          -
            80 -

          
            

          

        

        
          
          

        

      

       

      

        
          	
                   

                   

                  Inex
                    File Number

                	
                   

                   

                  Title

                	
                   

                   

                  Serial/
                    Patent Numbers

                	
                   

                   

                  Inventors

                	
                   

                   

                  Origin

                	
                   

                   

                  Ownership
                    of Prosecution

                	
                   

                   

                  Hana
                    Cost Allocation

                	
                   

                   

                  UBC
                    Royalty

                	
                   

                  UBC
                    Sublicense
                    Royalty

                

 

      

      
        	
                PAT-2700-JP1

              	
                Method
                  and Apparatus for Preparation of Lipid Vesicles

              	
                Japanese
                  Patent Application No. 2001-510430

                 

                PENDING

              	
                Knopov,
                  V.

                Dzubanov,
                  K. Harper, K. 

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-US1

              	
                Method
                  and Apparatus for Preparation of Lipid Vesicles

              	
                U.S.
                  Patent Application No. 10/019,200

                 

                PENDING

              	
                Knopov,
                  V.

                Dzubanov,
                  K. Harper, K. 

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              
	
                PAT-2700-CNT1

              	
                Methods
                  for Preparation of Lipid-Encapsulated Therapeutic Agents 

              	
                U.S.
                  Patent Application No. 11/359,999 

                 

                PENDING

              	
                Maurer,
                  N.

                Wong,
                  K.

                Cullis,
                  P.

              	
                 

                 

                UBC

              	
                 

                 

                INEX

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              	
                 

                 

                [***]%

              


      

    

     

     

     

    
      
        
        

      

      
        -
          81 -

        
          

        

      

      
        
        

      

    

     

    
       Schedule
        “B” to Sublicense Agreement

       

      ROYALTIES

      


       

      In
        each case where:

       

      


      
        	
                A

              	
                =

              	
                Number
                  of UBC credited inventors who have not signed waivers of interest
                  in
                  royalties received by UBC, and

              
	
                B

              	
                =

              	
                Total
                  Number of UBC credited inventors.

              


      

       

      Neither
        INEX, Hana nor UBC will require that any graduate student becomes a party
        to a
        waiver agreement pursuant to their activities and studies while at
        UBC.

       

       

      Royalties
        on Revenues Due UBC

       

      [***]%
        x
Number
        of UBC credited inventors
        x
(1
        +
A/B)
        x
        Revenue Due UBC

      Total
        Number of Inventors        2

       

       

      For
        the
        avoidance of doubt, where there are no UBC credited inventors, no Royalties
        will
        be payable

       

       

      
        
          
          

        

        
          -
            82 -

          
            

          

        

        
          
          

        

      

      Royalties
        on Sublicensing Revenues Due UBC

       

      [***]%
        x
Number
        of UBC credited inventors
        x
(1
        +
A/B)
        x
        Sublicensing Revenue Due UBC

      Total
        Number of Inventors    2

      
 

      For
        the
        avoidance of doubt, where there are no UBC credited inventors, no Royalties
        will
        be payable.

       

      


      
        
          
          

        

        
          -
            83 -