Exhibit
      10.4

    
 

    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.

     

    


     

    LICENSE
      AGREEMENT

    


     

    BETWEEN

    


     

    INEX
      PHARMACEUTICALS CORPORATION

    


     

    AND

    


     

    HANA
      BIOSCIENCES, INC.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LICENSE
      AGREEMENT

     

    TABLE
      OF CONTENTS

     

    
      	
              Article
                1 INTERPRETATION

            	
              1

            
	
              1.1

            	
              Definitions

            	
              1

            
	
              1.2

            	
              Other
                Definitions

            	
              13

            
	 	 	 
	
              Article
                2 LICENSED PATENT AND LICENSED TECHNOLOGY

            	
              13

            
	
              2.1

            	
              License

            	
              13

            
	
              2.2

            	
              License
                Grant to INEX

            	
              14

            
	
              2.3

            	
              Compliance
                with Third Party Agreements

            	
              14

            
	
              2.4

            	
              Sublicensing

            	
              14

            
	
              2.5

            	
              Payment
                of Taxes

            	
              16

            
	 	 	 
	
              Article
                3 LICENSE FEES, MILESTONES AND ROYALTIES

            	
              16

            
	
              3.1

            	
              Sphingosomal
                Vincristine

            	
              16

            
	
              3.2

            	
              Sphingosomal
                Vinorelbine

            	
              18

            
	
              3.3

            	
              Sphingosomal
                Topotecan

            	
              20

            
	
              3.4

            	
              Limitation
                on Payment Using Common Stock

            	
              22

            
	
              3.5

            	
              Assumption
                of Milestone and Royalty Obligations

            	
              22

            
	
              3.6

            	
              Remuneration
                Respecting Sublicensees

            	
              23

            
	
              3.7

            	
              Third
                Party Payments

            	
              25

            
	
              3.8

            	
              Compulsory
                Licenses

            	
              26

            
	
              3.9

            	
              Reports
                and Payment

            	
              27

            
	
              3.10

            	
              Withholding
                Taxes

            	
              27

            
	
              3.11

            	
              Foreign
                Payments

            	
              28

            
	
              3.12

            	
              Method
                of Payment

            	
              28

            
	
              3.13

            	
              Late
                Payments

            	
              28

            
	
              3.14

            	
              Records

            	
              28

            
	
              3.15

            	
              Audits

            	
              28

            
	 	 	 
	
              Article
                4 DEVELOPMENT OBLIGATIONS

            	
              29

            
	
              4.1

            	
              Development
                Plans

            	
              29

            
	
              4.2

            	
              Development
                Efforts

            	
              29

            
	
              4.3

            	
              Transition
                Committees

            	
              29

            
	
              4.4

            	
              Subcontractors

            	
              29

            
	 	 	
               

            
	
              Article
                5 COMMERCIALIZATION OBLIGATIONS

            	
              30

            
	
              5.1

            	
              Regulatory
                Compliance

            	
              30

            
	
              5.2

            	
              Marqibo
                Trademark

            	
              30

            
	
              5.3

            	
              Labeling
                and Patent Marking

            	
              30

            
	
              5.4

            	
              Commercialization
                Efforts

            	
              30

            
	
              5.5

            	
              Consequence
                of No Sales

            	
              30

            
	
              5.6

            	
              Reports

            	
              31

            
	 	 	 
	
              Article
                6 PRODUCT SAFETY AND REGULATORY COMPLIANCE

            	
              31

            
	
              6.1

            	
              Regulatory
                Responsibilities

            	
              31

            
	
              6.2

            	
              Pharmacovigilance

            	
              32

            
	
              6.3

            	
              Recalls
                and Product Withdrawals

            	
              33

            
	 	 	 
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Article
                7 INTELLECTUAL PROPERTY RIGHTS

            	
              33

            
	
              7.1

            	
              Injunctive
                Relief

            	
              33

            
	
              7.2

            	
              INEX
                Title

            	
              34

            
	
              7.3

            	
              Ownership
                of Pre-existing Intellectual Property Rights

            	
              34

            
	
              7.4

            	
              Ownership
                of Future Intellectual Property Rights

            	
              34

            
	 	 	 
	 	 
	
              Article
                8 PATENT PROSECUTION AND MAINTENANCE

            	
              35

            
	
              8.1

            	
              IP
                Committee

            	
              35

            
	
              8.2

            	
              Responsibility
                for Patent Prosecution and Maintenance

            	
              35

            
	
              8.3

            	
              Consultation
                and Reporting

            	
              37

            
	
              8.4

            	
              Reports

            	
              37

            
	
              8.5

            	
              Abandonment,
                Withdrawal or Discontinuance

            	
              37

            
	
              8.6

            	
              Costs
                of Patent Application, Prosecution and Maintenance

            	
              39

            
	
              8.7

            	
              Late
                Payments

            	
              40

            
	
              8.8

            	
              Co-operation

            	
              41

            
	 	 	 
	
              Article
                9 INFRINGEMENT PROCEEDINGS

            	
              41

            
	
              9.1

            	
              Limits

            	
              41

            
	
              9.2

            	
              Conduct
                of Infringement Proceedings

            	
              41

            
	
              9.3

            	
              Breach
                of Confidence Proceedings

            	
              42

            
	
              9.4

            	
              Defense
                of Infringement Proceedings

            	
              43

            
	
              9.5

            	
              Co-operation
                with Other Licensees

            	
              44

            
	 	 	 
	
              Article
                10 CONFIDENTIAL INFORMATION AND PUBLICATION

            	
              44

            
	
              10.1

            	
              Treatment
                of Confidential Information

            	
              44

            
	
              10.2

            	
              Permitted
                Disclosures

            	
              45

            
	
              10.3

            	
              Liability
                for Representatives

            	
              46

            
	
              10.4

            	
              Publications
                Generally

            	
              46

            
	
              10.5

            	
              No
                Limitation on Regulatory Compliance

            	
              46

            
	
              10.6

            	
              Return
                of Confidential Information

            	
              46

            
	 	 	 
	
              Article
                11 REPRESENTATIONS AND WARRANTIES

            	
              47

            
	
              11.1

            	
              Hana
                Representations and Warranties

            	
              47

            
	
              11.2

            	
              INEX
                Representations and Warranties

            	
              48

            
	
              11.3

            	
              DISCLAIMER

            	
              49

            
	 	 	 
	
              Article
                12 INDEMNIFICATION AND LIABILITY LIMITATIONS

            	
              49

            
	
              12.1

            	
              Indemnification
                by Hana

            	
              49

            
	
              12.2

            	
              Indemnification
                by INEX

            	
              50

            
	
              12.3

            	
              Notice
                of Claims

            	
              50

            
	
              12.4

            	
              Consequential
                Losses

            	
              51

            
	
              12.5

            	
              Actions
                Between the Parties

            	
              51

            
	
              12.6

            	
              Insurance

            	
              51

            
	 	 	 
	
              Article
                13 DISPUTE RESOLUTION

            	
              52

            
	
              13.1

            	
              Negotiation
                and Arbitration

            	
              52

            
	 	 	 


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              Article
                14 TERM & TERMINATION

            	
              53

            
	
              14.1

            	
              Term

            	
              53

            
	
              14.2

            	
              Termination
                for Invalidity Challenge

            	
              54

            
	
              14.3

            	
              Termination
                on Bankruptcy

            	
              54

            
	
              14.4

            	
              Termination
                for Material Breach

            	
              56

            
	
              14.5

            	
              No
                Limitation on Remedies

            	
              57

            
	
              14.6

            	
              Consequences
                of Termination

            	
              57

            
	
              14.7

            	
              Disposition
                of Product

            	
              57

            
	
              14.8

            	
              Delivery
                of Data and Materials and License

            	
              57

            
	
               

            	 	 
	
              Article
                15 GENERAL PROVISIONS

            	
              58

            
	
              15.1

            	
              Amendments

            	
              58

            
	
              15.2

            	
              Assignment

            	
              58

            
	
              15.3

            	
              Counterparts;
                Facsimile

            	
              59

            
	
              15.4

            	
              Entire
                Agreement

            	
              59

            
	
              15.5

            	
              Enurement

            	
              59

            
	
              15.6

            	
              Exhibits

            	
              59

            
	
              15.7

            	
              Force
                Majeure

            	
              59

            
	
              15.8

            	
              Further
                Assurances

            	
              59

            
	
              15.9

            	
              Governing
                Law

            	
              59

            
	
              15.10

            	
              Headings

            	
              59

            
	
              15.11

            	
              Independent
                Legal Advice

            	
              60

            
	
              15.12

            	
              International
                Sale of Goods Act

            	
              60

            
	
              15.13

            	
              Jurisdiction

            	
              60

            
	
              15.14

            	
              Non-Use
                of Names

            	
              60

            
	
              15.15

            	
              Notices

            	
              60

            
	
              15.16

            	
              No
                Implied Rights

            	
              61

            
	
              15.17

            	
              No
                Solicitation or Hiring of Employees

            	
              61

            
	
              15.18

            	
              No
                Third-Party Rights

            	
              61

            
	
              15.19

            	
              No
                Waiver

            	
              61

            
	
              15.20

            	
              Publicity

            	
              61

            
	
              15.21

            	
              Relationship
                of Parties

            	
              61

            
	
              15.22

            	
              Rights
                and Remedies

            	
              62

            
	
              15.23

            	
              Severability

            	
              62

            
	
              15.24

            	
              Survival

            	
              62

            
	
              15.25

            	
              Wording

            	
              62

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    LICENSE
      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 an Transaction Agreement between INEX and Hana dated May 6, 2006
                (the
                “Transaction
                Agreement”),
                INEX has agreed to license to Hana certain Licensed Patents (as
                hereinafter defined) and INEX Technology (as hereinafter defined)
                relating
                to the use of sphingosomes in the Hana Field (as hereinafter
                defined);

            


    

     

    
      	B.  	
              Hana
                and INEX acknowledge that the Licensed Patents and INEX Technology
                provide
                substantial value and significant barriers of entry in the Hana Field
                for
                any potential third-party competitor;
                and

            


    

     

    
      	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 Licensed Patents and INEX
                Technology.

            


    

     

    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  INTERPRETATION

     

    
      	1.1  	
              Definitions

            


    

     

    As
      used
      in this Agreement, the following terms, whether used in the singular or plural,
      shall have the following meanings:

     

    
      	1.1.1  	
              “Abandoning
                Party”
                shall have the meaning set forth in Section
                8.5.1.

            


    

     

    
      	1.1.2  	
              “Adverse
                Drug Event”
                means any noxious, unintended, or untoward medical occurrence in
                a patient
                or clinical investigation subject associated with the use of a medicinal
                or investigational product, whether or not related to the medicinal
                or
                investigational product.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	1.1.3  	
              “Affiliate”
                means, with respect to any Person, any Person directly or indirectly
                controlled by, controlling or under common control with such Person.
                For
                the purposes of this definition, “control” shall mean direct or indirect
                beneficial ownership of 50% or greater interest in the voting power
                of
                such Person or such other relationship as, in fact constitutes actual
                control.

            


    

     

    
      	1.1.4  	
              “Agreement”
                means this License Agreement and all exhibits attached
                hereto.

            


    

     

    
      	1.1.5  	
              “Assesed
                Value”
                shall have the meaning set forth in Section
                3.6.6(b).

            


    

     

    
      	1.1.6  	
              “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”).

            


    

     

    
      	1.1.7  	
              “Bankruptcy
                Action”
                shall have the meaning set forth in Section
                14.3.3.

            


    

     

    
      	1.1.8  	
              “BCCA”
                means the British Columbia Cancer
                Agency.

            


    

     

    
      	1.1.9  	
              “BCCA
                Agreements”
                means the Research Project Agreement between INEX (formerly Lipex
                Pharmaceuticals, Inc.) and the British Columbia Cancer Agency dated
                February 25, 1993, and terminated May 6,
                2002.

            


    

     

    
      	1.1.10  	
              “BCCA
                Patents”
                means the egg sphingomyelin patents assigned by the British Columbia
                Cancer Agency to INEX, that are subject to the rights of the British
                Columbia Cancer Agency (including royalty rights) under the terms
                and
                conditions of the BCCA Agreements. 

            


    

     

    
      	1.1.11  	
              “Business
                Day”
                means any day other than a day which is a Saturday, a Sunday or a
                statutory holiday in British Columbia
                or
                California.

            


    

     

    
      	1.1.12  	
              “Calendar
                Quarter”
                means each of the three-month periods ending on March 31, June 30,
                September 30 or December 31.

            


    

     

    
      	1.1.13  	
              "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.

            


    

     

    
      	1.1.14  	
              “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 a
                Product.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	1.1.15  	
              “Clinical
                Trial Material”
                means labeled and packaged Sphingosomal Vincristine, Sphingosomal
                Vinorelbine and/or Sphingosomal Topotecan, and any component(s) thereof,
                used or to be used, in clinical
                trials.

            


    

     

    
      	1.1.16  	
              “Closing
                Payment”
                means an aggregate of One Million Five Hundred Thousand Dollars
                ($1,500,000) in funds held in escrow
                to
                be paid by Hana to INEX pursuant to the terms and conditions of the
                Transaction Agreement.

            


    

     

    
      	1.1.17  	
              “Closing
                Shares”
                means the number of shares of Common Stock determined by dividing
                Ten
                Million Dollars ($10,000,000) 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.

            


    

     

    
      	1.1.18  	
              “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.

            


    

     

    
      	1.1.19  	
              “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.

            


    

     

    
      	1.1.20  	
              “Common
                Stock”
                means the common stock of Hana, par value $0.001 per
                share.

            


    

     

    
      	1.1.21  	
              “Confidential
                Information”
                means all information, knowledge or
                data:

            


    

     

    
      	(a)  	
              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 INEX
                Technology);

            


    

     

    
      	(b)  	
              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

            


    

     

    
      	(c)  	
              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;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    provided
      that Confidential Information shall not include such information
      which:

     

    
      	(a)  	
              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;

            


    

     

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

            


    

     

    
      	(c)  	
              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;

            


    

     

    
      	(d)  	
              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 that the
                receiving Party can
                demonstrate that
                such disclosure does not violate any obligations of the Third Party
                to the
                disclosing Party; or

            


    

     

    
      	(e)  	
              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.

            


    

     

    
       (f) 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. 

    

     

    
      	1.1.22  	
              “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, INEX Indemnitees or Hana Indemnitees, as the case may be,
                is
                responsible.

            


    

     

    
      	1.1.23  	
              “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.

            


    

     

    
      	1.1.24  	
              “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.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	1.1.25  	
              “Designated
                EU States”
                means any one of Germany, the United Kingdom, Italy, France or
                Spain.

            


    

     

    
      	1.1.26  	
              “Develop”
                and “Development”
                means:

            


    

     

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

            


    

     

    
      	(b)  	
              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;

            


    

     

    
      	1.1.27  	
              “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.
                The
                Development Plan and any amendments thereto adopted in accordance
                with
                Article 4 will form a part of this
                Agreement.

            


    

     

    
      	1.1.28  	
              “Discontinued
                Licensed Patent”
                shall have the meaning set forth in Section
                8.5.3.

            


    

     

    
      	1.1.29  	
              “Dispute”
                shall have the meaning set forth in Section
                13.1.1.

            


    

     

    
      	1.1.30  	
              “Dollars”
                or “$”
                shall mean the lawful money of the United States of
                America.

            


    

     

    
      	1.1.31  	
              “Effective
                Date”
                means the date shown on page one of this
                Agreement.

            


    

     

    
      	1.1.32  	
              “Excess
                Amount”
                shall have the meaning set forth in Section 9.2.6.

            


    

     

    
      	1.1.33  	
              "Fair
                Market Value"
                for the purposes of Sections 1.1.64
                and 1.1.94,
                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.

            


    

     

    
      	1.1.34  	
              “FDA”
                means the Food and Drug Administration of the United States of
                America.

            


    

     

    
      	1.1.35  	
              “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.

            


    

     

    
      	1.1.36  	
              “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 $[***] 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. 

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	1.1.37  	
              “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.

            


    

     

    
      	1.1.38  	
              “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.

            


    

     

    
      	1.1.39  	
              “Hana
                Field”
                means all uses of the Products.

            


    

     

    
      	1.1.40  	
              “Hana
                Indemnitees”
                shall have the meaning set forth in Section
                12.2.

            


    

     

    
      	1.1.41  	
              “Hana
                Intellectual Property”
                means:

            


    

     

    
      	(a)  	
              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 or licensed
                by Hana
                during the Term of this Agreement;
                and

            


    

     

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

            


    

     

    
      	1.1.42  	
              “IE
                Oncology”
                means IE Oncology Company Limited, an international business company
                incorporated under the laws of Barbados and having its registered
                office
                at Bishop’s Court Hill, St. Michael,
                Barbados.

            


    

     

    
      	1.1.43  	
              “IND”
                means an Investigational New Drug application in accordance with
                the rules
                and regulations of the FDA.

            


    

     

    
      	1.1.44  	
              “Indemnitee”
                shall have the meaning set forth in Section
                12.3.

            


    

     

    
      	1.1.45  	
              “Indemnitor”
                shall have the meaning set forth in Section
                12.3.

            


    

     

    
      	1.1.46  	
              “INEX
                Indemnitees”
                shall have the meaning set forth in Section
                12.1.

            


    

     

    
      	1.1.47  	
              “INEX
                Patents”
                means
                all right, title and interest in and to the inventions described
                in:

            


    

     

    
      	(a)  	
              the
                patents and patent applications existing on the Effective Date that
                were
                originally assigned to INEX and are listed in Exhibit
                1.1.52
                attached hereto; 

            


    

     

    
      	(b)  	
              any
                and all patents and patent application assigned or licensed by INEX
                to
                Hana after the Effective Date and during the Term of this Agreement
                that
                are necessary and useful in the Development or Commercialization
                of the
                Products, subject to the terms and limitations of
                any
                agreement related to such patents and applications;
                and

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	(c)  	
              any
                and all counterparts of the foregoing, including all divisionals,
                provisionals, non-provisionals, and continuations, and all patents
                issuing
                on any of the foregoing and any foreign counterparts thereof, together
                with all registrations, reissues, re-examinations, supplemental protection
                certificates, additions, renewals or extensions thereof and any foreign
                counterparts thereof.

            


    

     

    
      	1.1.48  	
              “INEX
                Technology”
                includes:

            


    

     

    
      	(a)  	
              all
                technical information and know-how relating to the technology claimed
                in
                the INEX Patents in the Hana Field
                including without limitation all such information as is
                described in certain of the laboratory notebooks enumerated in Exhibit
                1.1.48
                attached hereto; and

            


    

     

    
      	(b)  	
              all
                Confidential Information possessed by INEX on the Effective Date
                and
                pertaining to the Products in the Hana Field in data, drawings, formulae,
                know-how, unpatented inventions, manufacturing information,
                specifications, product design histories, technical dossiers, regulatory
                records, quality system documentation, whether protectable or not
                as trade
                secrets or otherwise including,
                without limitation, standard operating procedures, technical reports,
                synthetic protocols, manufacturing protocols, animal protocols, invention
                disclosures, manufacturing records, process development data, formulation
                records, biological, chemical, pharmacological, toxicological assay
                results, controls, clinical testing data, IND data and histology
                slides.

            


    

     

    
      	1.1.49  	
              “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
                reexamined 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.

            


    

     

    
      	1.1.50  	
              “IP
                Committee”
                shall have the meaning set forth in Section
                8.1.

            


    

     

    
      	1.1.51  	
              “IP
                Services”
                means such services as Hana deems reasonably necessary, desirable
                or
                helpful to evidence, maintain, protect or enforce Hana’s rights as set
                forth under the Services Agreement, and as further defined in Section
                8.6.2. 

            


    

     

    
      	1.1.52  	
              “Licensed
                Patents”
                means
                the INEX Patents, the BCCA Patents, and the MD Anderson Patents listed
                in
                Exhibit
                1.1.52
                attached hereto.

            


    

     

    
      	1.1.53  	
              “Litigating
                Party”
                shall have the meaning set forth in Section
                9.2.5.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	1.1.54  	
              “Major
                Markets”
                means the countries of the United States of America, Germany,
                the United Kingdom, Italy, France,
                Spain.

            


    

     

    
      	1.1.55  	
              “Manufacture,”
                “Manufactured”
                and“Manufacturing”
                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.

            


    

     

    
      	1.1.56  	
              “Marqibo”
                is INEX’s trade name for Sphingosomal
                Vincristine.

            


    

     

    
      	1.1.57  	
              “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
                (including Clinical Trial Material),
                and Product for commercial sale, but excluding machinery and equipment.
                

            


    

     

    
      	1.1.58  	
              “Maximum
                Issuance Amount”
                shall have the meaning set forth in Section
                3.4.

            


    

     

    
      	1.1.59  	
              “MD
                Anderson”
                means the University of Texas MD Anderson Cancer
                Center.

            


    

     

    
      	1.1.60  	
              “MD
                Anderson License”
                means the Patent and Technology License Agreement made as of February
                14,
                2000 between the Board of Regents of the University of Texas System
                on
                behalf of the University of Texas MD Anderson Cancer Center and INEX,
                and
                amended as of August 15, 2000.

            


    

     

    
      	1.1.61  	
              “MD
                Anderson Patents”
                means the Sarris Patents and Thomas Patents that are subject to the
                rights
                of MD Anderson (including annual fees and royalty
                rights).

            


    

     

    
      	1.1.62  	
              “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 performance of Method Transfer
                qualification..

            


    

     

    
      	1.1.63  	
              “NDA”
                means a New Drug Application in accordance with the rules and regulations
                of the FDA.

            


    

     

    
      	1.1.64  	
              “Net
                Sales”
                means the aggregate United States 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:

            


    

     

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

            


    

     

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

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              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);

            


    

     

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

            


        
        

    

    
      	(e)  	
              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 1.1.64(a),
                1.1.64(b)
                and 1.1.64(c)
                inclusive;

            


    

     

    
      	(f)  	
              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;

            


    

     

    
      	(g)  	
              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;

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      	(ii)  	
              the
                transfer of a Product to a Third Party without consideration in connection
                with the marketing or promotion of the Product (e.g.,
                samples).

            


    

     

    
      	1.1.65  	
              “Non-Abandoning
                Party”
                shall have the meaning set forth in Section
                8.5.1.

            


    

     

    
      	1.1.66  	
              “Non-Competition
                Terms”
                means the terms and conditions contained in Article 7 of the Transaction
                Agreement between the Parties dated May 6,
                2006.

            


    

     

    
      	1.1.67  	
              “Non-litigating
                Party”
                shall have the meaning set forth in Section
                9.2.5.

            


    

     

    
      	1.1.68  	
              “Notice
                of Abandonment”
                shall have the meaning set forth in Section
                8.5.1.

            


    

     

    
      	1.1.69  	
              “Party”
                means INEX or Hana and “Parties”
                means INEX and Hana.

            


    

     

    
      	1.1.70  	
              “Person”
                means and includes any individual, corporation, partnership, firm,
                joint
                venture, syndicate, association, trust, government body, and any
                other
                form of entity or organization.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	1.1.71  	
              “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.

            


    

     

    
      	1.1.72  	
              “Prime
                Rate”
                means the prime or equivalent rate quoted by the Bank of Canada from
                time
                to time.

            


    

     

    
      	1.1.73  	
              “Product”
                means any one or more of Sphingosomal Vincristine, Sphingosomal
                Vinorelbine, and Sphingosomal
                Topotecan.

            


    

     

    
      	1.1.74  	
              “Publishing
                Party”
                shall have the meaning set forth in Section
                10.4.1.

            


    

     

    
      	1.1.75  	
              “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.

            


    

     

    
      	1.1.76  	
              “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.

            


    

     

    
      	1.1.77  	
              “Registrational
                Clinical Trial”
                means any one of a Phase III clinical trial or pivotal Phase II clinical
                trial conducted in furtherance of Regulatory
                Approvals.

            


    

     

    
      	1.1.78  	
              “Regulatory
                Activity”
                and “Regulatory
                Activities”
                mean any one or more of the regulatory activities to be performed
                by Hana,
                its Sublicensees or their respective Representatives in pursuit of
                the
                Development of each Product, including writing, translation, compilation,
                notification, submission, filing, defense, maintenance and renewal
                of
                Regulatory Approvals and payment of fees associated therewith, and
                meeting
                with Regulatory Authorities.

            


    

     

    
      	1.1.79  	
              “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.

            


    

     

    
      	1.1.80  	
              “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.

            


    

     

    
      	1.1.81  	
              “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.

            


    

     

    
      	1.1.82  	
              “Regulatory
                Submission”
                means any submission or filing made in furtherance of obtaining and
                maintaining any Regulatory
                Approvals.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	1.1.83  	
              “Representatives”
                means, in respect of a Person, that Person’s Affiliates and their
                respective directors, officers, employees, consultants, subcontractors,
                Sublicensees, agents, representatives and other persons acting under
                their
                authority.

            


    

     

    
      	1.1.84  	
              “Sarris
                Patents”
                means the Sarris patents and patent applications jointly owned by
                INEX and
                MD Anderson, and in respect of which INEX owes MD Anderson annual
                fees and
                royalty obligations
                as
                described in the MD Anderson License.

            


    

     

    
      	1.1.85  	
              “Service
                Agreement”
                means the Service Agreement entered into between INEX and Hana dated
                May
                6, 2006, and effective as of April 3,
                2006.

            


    

     

    
      	1.1.86  	
              “Sphingosomal
                Topotecan”
                means a liposome that includes sphingomyelin and cholesterol and
                contains
                encapsulated topotecan, wherein the sphingomyelin comprises less
                than 20%
                dihydrosphingomyelin. 

            


    

     

    
      	1.1.87  	
              “Sphingosomal
                Topotecan R&D Expenses”
                shall have the meaning set forth in Section
                3.3.4.

            


    

     

    
      	1.1.88  	
              “Sphingosomal
                Vincristine”
                means a liposome that includes sphingomyelin and cholesterol and
                contains
                encapsulated vincristine, wherein the sphingomyelin comprises less
                than
                20% dihydrosphingomyelin.

            


    

     

    
      	1.1.89  	
              “Sphingosomal
                Vincristine NDA”
                shall have the meaning set forth in Section
                3.1.1.

            


    

     

    
      	1.1.90  	
              “Sphingosomal
                Vincristine R&D Expenses” shall
                have the meaning set forth in Section
                3.1.4

            


    

     

    
      	1.1.91  	
              “Sphingosomal
                Vinorelbine”
                means a liposome that includes sphingomyelin and cholesterol and
                contains
                encapsulated vinorelbine, wherein the sphingomyelin comprises less
                than
                20% dihydrosphingomyelin.

            


    

     

    
      	1.1.92  	
              “Sphingosomal
                Vinorelbine R&D Expenses” shall
                have the meaning set forth in Section
                3.2.4.

            


    

     

    
      	1.1.93  	
              “Sublicensee”
                means an Affiliate or Third Party to whom Hana has granted a sublicense
                of
                the rights granted to Hana hereunder. Without limiting the generality
                of
                the foregoing, a Sublicensee shall be deemed to include any Affiliate
                or
                Third Party who is granted a sublicense hereunder by Hana pursuant
                to the
                terms of the outcome or settlement of any infringement or threatened
                infringement action.

            


    

     

    
      	1.1.94  	
              "Sublicensing
                Revenue"
                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 Licensed Patents and
                INEX
                Technology granted hereunder. Except as otherwise expressly provided
                below, “Sublicensing
                Revenue” shall not include: 

            


    

     

    
      	a)  	
              loans
                to Hana or its Affiliate by a Sublicensee relating to the Licensed
                Patents
                and INEX 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) or to
                the
                extent that the principal of a loan is forgiven (in which case only
                such
                forgiven amount shall constitute Sublicensing Revenue);
                or

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	b)  	
              equity
                investments in Hana by a Sublicensee or equity of the Sublicensee
                relating
                to the Licensed Patents and INEX 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). 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 Article 13;

            


    

     

    
      	c)  	
              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.

            


    

     

    (a)  For
      the
      avoidance of doubt, and without limiting the generality of the foregoing
“Sublicensing Revenue” 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.

     

    
      	1.1.95  	
              “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 INEX Technology necessary and useful for the
                Manufacture of Material, and includes Method
                Transfer.

            


    

     

    
      	1.1.96  	
              “Term”
                shall have the meaning set forth in Section
                14.1.

            


    

     

    
      	1.1.97  	
              “Territory”
                means all of the countries and territories of the
                world.

            


    

     

    
      	1.1.98  	
              “Third
                Party(ies)”
                means any Person(s) other than INEX or Hana or any of their respective
                Affiliates.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	1.1.99  	
              “Thomas
                Patents”
                means the Thomas patent applications owned by INEX, and in respect
                of
                which INEX owes MD Anderson
                annual fees and royalty obligations
                as
                set forth in the MD Anderson License.

            


    

     

    
      	1.1.100  	
              “US
                GAAP”
                means generally accepted accounting principles applied in the United
                States of America.

            


    

     

    
      	1.1.101  	
              “Valid
                Claim”
                means either:

            


    

     

    
      	(a)  	
              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

            


    

     

    
      	(b)  	
              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  LICENSED
      PATENTS AND LICENSED TECHNOLOGY

     

    2.1 
       License

     

    Subject
      to the terms of this Agreement, INEX hereby grants to Hana, and Hana hereby
      accepts:

     

    2.1.1      
      an
      exclusive license under the INEX Patents
      to
make,
      have made, use, sell, offer for sale, import, and have imported Products in
      the
      Hana Field within the Territory;

     

    2.1.2      
      an
      exclusive license under the BCCA Patents, subject to the terms and conditions
      set forth in the BCCA Agreements, to
      make,
      have made, use, sell, offer for sale, import, and have imported Products in
      the
      Hana Field within the Territory;

     

    2.1.3      
      an
      exclusive sublicense under the MD Anderson Patents, subject to the terms and
      conditions set forth in the MD Anderson License, to make,
      have made, use, sell, offer for sale, import, and have imported Products in
      the
      Hana Field within the Territory;

     

    2.1.4      
      an
      exclusive license to use INEX Technology to make,
      have made, use, sell, offer for sale, import, and have imported Products in
      the
      Hana Field within the Territory.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

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

     

    It
      is
      also understood that INEX retains exclusive rights under the Licensed Patents
      and INEX Technology outside the Hana Field.

     

    2.2  
      License
      Grant to INEX

     

    
       

      
        	    
                2.2.1       	
                Hana
                  hereby grants to INEX a non-exclusive license under the Licensed
                  Patents
                  and INEX Technology to make, have made, use, import and have imported
                  Products solely for non-commercial research, scholarly ublication,
                  education, or other non-commercial
                  purposes.

              


        	 	 


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


        	 	 


        	2.2.3        	Hana hereby grants to INEX a worldwide, royalty-free,
                non-exclusive license under Hana Intellectual Property to make, have
                made,
                use, sell, offer to sale, import, and have imported liposomes and
                liposomes having an active agent encapsulated, intercalated or entrapped
                therein outside the Hana Field, with the proviso that this grant
                does not
                extend to:


      

    

          
      

    
      	(a)  	
              any
                Intellectual Property Rights licensed by Hana prior to the Effective
                Date,
                except to the extent that such license permits Hana to grant such
                rights
                to Inex; or

            


    

     

    
      	(b)  	
              any
                Hana Intellectual Property directed to the active agent
                itself.

            


    

     

    2.3
       Compliance
      with Third Party Agreements

     

    
      	 	
              Subject
                to INEX’s performance of its obligations under this Agreement, and in
                consideration for INEX’s sublicense of the BCCA Patents and MD Anderson
                Patents 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 BCCA Agreements and the MD Anderson
                License.

            


    

     

    2.4 
      Sublicensing

     

    2.4.1      
      With
      respect to the licenses and sublicenses granted to Hana under Section 2.1,
      subject to the terms and conditions set out in the BCCA Agreements and the
      MD
      Anderson License and Hana’s assumption of any and all license fees, annual fees,
      milestone payments and royalty obligations set forth in this Agreement, Hana
      shall have the right to grant sublicenses to its Affiliates and to Third
      Parties.

     

    2.4.2      
      All
      sublicensees granted under this Section 2.4 shall be subject to the
      following:

     

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

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              each
                Affiliate so sublicensed shall unconditionally, absolutely and irrevocably
                covenant and agree with INEX 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 scope of such sublicense;

            


    

     

    
      	(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 each 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 any term of this Agreement will also constitute a
                default
                by Hana under this Agreement, and INEX shall be entitled to exercise
                its
                rights hereunder, in addition to any other rights and remedies to
                which
                INEX may be entitled;

            


    

     

    
      	(e)  	
              each
                sublicense shall contain covenants by the Third Party Sublicensee
                for the
                benefit of INEX to observe and perform similar terms and conditions
                to
                those in this Agreement;

            


    

     

    
      	(f)  	
              all
                sublicenses granted by Hana shall be further sublicensable or assignable
                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 a provision requiring the sublicense
                to agree
                that it will not use the INEX Technology for any purpose other than
                the
                Products;

            


    

     

    
      	(g)  	
              in
                the event that Hana becomes aware of a material breach of any such
                sublicense by a Third Party Sublicensee, Hana shall promptly notify
                INEX
                of the particulars of same and take all
                commercially
                reasonable steps to enforce the terms of such
                sublicense;

            


    

     

    
      	(h)  	
              within
                ten (10) Business Days after execution of a sublicensing agreement,
                Hana
                shall provide INEX with a copy thereof (provided that Hana shall
                be
                permitted to redact the financial terms of such
                agreement);

            


    

     

    
      	(i)  	
              all
                sublicenses 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;

            


    

     

    
      	(j)  	
              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 and Hana the information described
                in this Section, and obtaining the consent referred to in this Section,
                prior to any execution of any such
                sub-sublicense;

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	(k) 
              	all
              sublicenses 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 shall receive compensation in the same
              amounts as if the sales of Product by the Sublicensee were sales of
              Hana;
              and


      	 	 


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

            


    

     

    2.4.3      
      With
      respect to the licenses granted to INEX under Section 2.2, 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 Section 2.4.2 applicable to sublicenses granted by Hana.

     

    2.5  
      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 INEX’s gross or net income. 

     

     

    Article
      3  LICENSE
      FEES, MILESTONES AND ROYALTIES

     

    In
      consideration of the licenses granted to Hana under this Agreement and the
      disclosure to Hana of INEX’s Confidential Information, and subject to the
      provisions of this Agreement, Hana shall pay to INEX milestone payments, license
      fees and royalties as provided in this Article 3.

     

    The
      payments provided under this Article 3 are in addition to the portion of the
      Closing Payment and Closing Shares attributable to each of Sphingosomal
      Vincristine, Sphingosomal Vinorelbine, and Sphingosomal Topotecan
      to be
      paid to INEX by Hana pursuant to the Transaction Agreement.

     

    3.1  Sphingosomal
      Vincristine.

     

    3.1.1      
      Milestone
      Payments:

     

    Hana
      shall pay to INEX milestone payments in respect of Sphingosomal Vincristine
      as
      follows:

     

    
      	(a)  	
              [***]
                Dollars ($[***]) within
                ten (10) days following the
                FDA’s
                acceptance for review
                of
                an NDA submission
                by
                Hana relating to Sphingosomal Vincristine (the “Sphingosomal Vincristine
                NDA”), which payment shall be satisfied by Hana issuing to INEX a number
                of additional shares of Common Stock determined by dividing [***]
                Dollars
                ($[***]) by the FMV as of the Sphingosomal Vincristine NDA filing
                date;
                provided however, if a Regulatory Submission equivalent to an NDA
                is
                accepted in any of the Designated EU States before the Sphingosomal
                Vincristine NDA is accepted, then [***] ([***])
                the
                milestone payment due under this Section 3.1.1(a)
                will be paid by Hana to INEX immediately upon the acceptance of that
                equivalent filing in any of the Designated EU States, and the remaining
                balance will be paid by Hana to INEX immediately upon the acceptance
                of
                the Sphingosomal Vincristine NDA
                by
                the FDA; and

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              [***]
                Dollars ($[***]) within
                ten (10) days following Hana’s receipt of
                the approval by the FDA of the Sphingosomal Vincristine NDA, which
                payment
                shall be made by Hana issuing to INEX a number of additional shares
                of
                Common Stock determined by dividing [***] Dollars ($[***]) by the
                FMV as
                of the date of such approval; provided however, if a Regulatory Submission
                equivalent to an NDA is approved in any of the Designated EU States
                before
                the Sphingosomal Vincristine NDA
                is approved by the FDA, [***]
                ([***])
                the milestone payment due under this Section
                3.1.1(b) will be paid by Hana to INEX immediately upon the approval
                of
                that equivalent filing in any of the Designated EU States, and the
                remaining balance will be paid by Hana to INEX immediately upon the
                approval of the Sphingosomal Vincristine NDA by the
                FDA.

            


    

     

    
      	(c)  	
              For
                the avoidance of doubt, each of the milestone payments described
                in
                subparagraphs (a) and (b) of this Section 3.1.1 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.

            


    

     

    3.1.2    
       Royalties:
      

     

    Hana
      shall pay royalties to INEX based on cumulative Net Sales of
      Sphingosomal Vincristine as follows:

     

    
      	(a)  	
              With
                respect to Net Sales of Sphingosomal Vincristine in the United States,
                a
                royalty equal to the sum of: (i) [***] percent ([***]%) of Net Sales
                in
                consideration of Licensed Patents if the Product sold is embraced
                within
                any Valid Claim under the Licensed 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 INEX Technology; provided, however, that the total
                royalty paid shall be limited to [***] percent ([***]%) of cumulative
                Net
                Sales up to [***]Dollars ($[***]), and limited to [***] percent ([***]%)
                of cumulative Net Sales exceeding [***]Dollars ($[***]); and 

            


    

     

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

            


    

     

    3.1.3     
      Generic
      Competition:

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	(a)  	
              If,
                during a given calendar year, there is sale of a generic Sphingosomal
                Vincristine or sale of an approved equivalent to Sphingosomal Vincristine
                (collectively, “Approved
                Sphingosomal Vincristine Equivalents”)
                in any country in the Territory, then, for such country, the total
                amount
                of royalties payable to INEX for the Net Sales of Sphingosomal Vincristine
                in such country during such calendar year will be reduced to [***]
                percent
                ([***]%) of the royalties payable to INEX pursuant to Section 3.1.2
                for
                such calendar year, in such country.

            


    

     

    3.1.4     
      Deductions:

     

    Notwithstanding
      the schedule of royalty payments set forth in Section 3.1.2, Hana shall be
      entitled to deduct from such Sphingosomal Vincristine 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 Vincristine (the “Sphingosomal
      Vincristine R&D Expenses”);
      provided however, that such deduction shall not exceed the lesser
      of:

     

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

            


    

     

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

            


    

     

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

     

    3.2  Sphingosomal
      Vinorelbine

     

    3.2.1Milestone
      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
                enrollment;

            


    

     

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

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	(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, [***] the milestone
                due
                under this Section 3.2.1(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), (b) and (c) of this Section 3.21 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 the date the first patient is enrolled in a clinical
                trial
                of Sphingosomal
                Vinorelbine 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.

            


    

     

    3.2.2      
      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 Licensed Patents if the Product sold is embraced
                within
                any Valid Claim under the Licensed 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 INEX 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 Licensed Patents and INEX
                Technology; provided, however, that the total royalty paid shall
                be
                limited to [***] percent ([***]%) of cumulative Net Sales up to
                [***]Dollars ($[***]), and increased to [***] percent ([***]%) of
                cumulative Net Sales in excess of [***]Dollars
                ($[***]).

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    3.2.3      
      Generic
      Competition:

     

    
      	(a)  	
              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 payable to INEX for the Net Sales of Sphingosomal Vinorelbine
                in such country during such calendar year will be reduced to [***]
                percent
                ([***]%) of the royalties payable to INEX pursuant to Section 3.2.2
                for
                such calendar year, in such
                country.

            


    

     

    3.2.4      
      Deductions:

     

    Notwithstanding
      the schedule of royalty payments set forth in Section 3.2.2, 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:

     

    
      	(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.

     

    3.3  Sphingosomal
      Topotecan

     

    
      	3.3.1  	
              Milestone
                Payments:

            


    

     

    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

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	(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 3.3.1(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 3.3.1 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 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.

            


    

     

    3.3.2      
      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 Licensed Patents if the Product
                sold is
                embraced within any Valid Claim under the Licensed 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 INEX Technology; provided, however,
                that
                the total royalty paid shall be limited to [***]
                percent ([***]%)
                of cumulative Net Sales up to [***]Dollars
                ($[***]),
                and limited to [***]percent
                ([***]%)
                of cumulative Net Sales exceeding [***]Dollars
                ($[***]);
                and 

            


    

     

    
      	(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 Licensed Patents and INEX Technology;
                provided, however, that the total royalty paid shall be limited to
                [***]
                percent ([***]%)
                of cumulative Net Sales up to [***]Dollars
                ($[***]),
                and increased to [***]
                percent ([***]%)
                of cumulative Net Sales in excess of [***]Dollars
                ($[***]).

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    3.3.3      
      Generic
      Competition:

     

    
      	(a)  	
              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 payable to INEX for the Net Sales of Sphingosomal Topotecan
                in such country during such calendar year will be reduced to [***]
                percent
                ([***]%) of the royalties payable to INEX pursuant to Section 3.3.2
                for
                such calendar year, in such
                country.

            


    

     

    3.3.4      
      Deductions:

     

    Notwithstanding
      the schedule of royalty payments set forth in Section 3.3.2, 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

            


    

     

    
      	(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.

     

    3.4  Limitation
      on Payment Using
      Common Stock

     

    Notwithstanding
      anything to the contrary contained in Sections 3.1, 3.2, and 3.3, 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 under this Agreement and the Transaction
      Agreement 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.

     

    3.5  Assumption
      of Milestone and Royalty Obligations

     

    
      	3.5.1  	
              As
                a condition of the grant of licence of the Licensed Patents and INEX
                Technology by INEX to Hana, Hana
                shall assume all payment obligations of INEX to BCCA and to MD Anderson,
                in respect of all license fees, annual fees, milestone payments,
                royalty
                payments and any other like payments, including all interest and
                taxes
                attributable thereto, arising from Hana or its Sublicensees’ use of the
                Licensed Patents within the Hana Field
                under the BCCA Agreements and the MD Anderson License.

            


    

    
    

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	3.5.2  	
              For
                avoidance of doubt, the obligations of Hana under Section 3.5.1 are
                in
                addition to and not in substitution of any other obligations set
                forth in
                this Article 3.

            


    

     

    3.6  Remuneration
      Respecting Sublicensees

     

    
      	3.6.1  	
              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 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 payable to Hana by such
                Sublicensee.

            


    

     

    
      	3.6.2  	
              In
                the event Hana sublicenses its rights under Sphingosomal Vinorelbine,
                INEX
                shall be entitled to share the Sublicensing Revenue payable to Hana,
                if
                any, as follows:

            


    

     

    
      	(a)  	
              INEX’s
                share of such Sublicensing Revenue shall be [***]
                percent ([***]%) of any Sublicensing Revenue 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 shall be reduced to [***] percent
                ([***]%) of any
                Sublicensing Revenue 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:

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	3.6.3  	
              In
                the event Hana sublicenses its rights under Sphingosomal Topotecan,
                INEX
                shall be entitled to share the Sublicensing Revenue payable to Hana,
                if
                any, as follows:

            


    

     

    
      	(a)  	
              INEX’s
                share of such Sublicensing Revenue shall be [***]
                ([***]%) of any Sublicensing Revenue 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 shall be reduced to [***] percent
                ([***]%) of any Sublicensing Revenue 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:

            


    

     

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

            


    

     

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

            


    

     

    
      	3.6.4  	
              Notwithstanding
                anything to the contrary contained in this Section 3.6, Hana shall
                have no
                obligation to pay to INEX its respective share of any such Sublicensing
                Revenue unless and until Hana
                actually
                receives such Sublicensing Revenue from its
                Sublicensee.

            


    

     

    
      	3.6.5  	
              Where
                any Sublicensing Revenue 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 within ten (10) days of Hana or its Affiliate’s
                receipt of same. Where any Sublicensing Revenue 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
                shall be converted to the equivalent in Dollars on the same date
                that Hana
                converts such Sublicensing Revenue to Dollars, in which case the
                amount of
                Dollars pursuant to an actual conversion shall be included in the
                Sublicensing Revenue and Hana shall pay to INEX, INEX’s share of such
                Sublicensing Revenue 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 paid in foreign currency to
                Dollars, or if legal restrictions prevent the conversion of part
                or all of
                the Sublicensing Revenue to Dollars, Hana shall have the right and
                option,
                upon consultation with INEX, to deposit INEX’s share of such Sublicensing
                Revenue in local currency, in an account in INEX’s sole name in a bank or
                depository in the country where such Sublicensing Revenue 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 is received
                by Hana
                for the purposes of determining the percentage of Sublicensing Revenue
                payable to INEX pursuant to Sections 3.6.1, 3.6.2 and 3.6.3.
                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 deposited in such country by
                Hana.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	3.6.6  	
              Notwithstanding
                Section 3.6.5,
                if
                any Sublicensing Revenue 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 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 is received by Hana for the purposes of determining
                the percentage of Sublicensing Revenue payable to INEX pursuant to
                Sections 3.6.1,
                3.6.2
                and 3.6.3;

            


    

     

    
      	(b)  	
              the
                value of the economic benefit of the Sublicensing Revenue established
                by a
                Third
                Party banker or valuator, measured in Dollars and applied to the
                percentage entitlement of INEX determined pursuant to Section 3.6.6(a),
                shall be the assessed value (the “Assessed
                Value”)
                to be used in determining the number of shares of Common Stock of
                Hana or
                common stock of
                another corporation acceptable to INEX
                payable to INEX pursuant to Section 3.6.6(c);
                and

            


    

     

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

            


    

     

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

            


    

     

    
      	(ii)  	
              Hana
                will issue or assign to INEX as applicable, a number of shares of
                Common
                Stock of Hana or common stock of another corporation acceptable to
                INEX by
                dividing the Assessed Value by the FMV as of the date upon which
                Sublicensing Revenue was deemed to have been received by Hana pursuant
                to
                Section 3.6.6(a).

            


    

     

    If
      Hana
      elects to pay Sublicensing Revenue using a combination of cash and 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 3.6.5.

     

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

            


    

     

    
      	3.6.7  	
              Hana’s
                payment of Sublicensing Revenue under this Section 3.6 shall be
                accompanied by an accounting setting out all Sublicensing Revenue
                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.

            


    

     

    3.7  Third
      Party Payments

     

    
      	3.7.1  	
              If,
                during the Term of this Agreement: 

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	(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 one or more Licensed Patents or INEX 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 3.7.1); 

            


    

     

    Hana
      shall pay all royalties, Damages or other amounts to the Third Party (the
“Offset
      Amount”),
      and
subject
      to Section 3.7.2,
      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
      3.1.2, 3.2.2. and 3.3.2 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 aginst 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. 

     

    
      	3.7.2  	
              Notwithstanding
                the provisions of Section 3.7.1, 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 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 willful infringement of such Third Party’s
                rights.

            


    

     

    3.8  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 sublicensees
      to grant
      a right to commercialize Product to any Third Party, Hana may,
      at its
      sole option,
      either:

     

    
      	3.8.1  	
              avail
                itself of the royalty reduction set out in Sections 3.1.3, 3.2.3,
                or
                3.3.3, if applicable; or

            


    

     

    
      	3.8.2  	
              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.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    3.9  Reports
      and Payment

     

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

     

    
      	3.9.1  	
              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;

            


    

     

    
      	3.9.2  	
              deductions
                from gross revenues by the categories for same set out in the definition
                of Net Sales; and

            


    

     

    
      	3.9.3  	
              the
                rates of exchange used to convert such royalties to 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 Dollars
                shall be
                those in effect for the purchase of Dollars as certified by the noon
                buying rate of the Federal Reserve Bank of New York on the first
                Business
                Day of the quarter with respect to which the payment is
                due.

            


    

     

    Hana,
      simultaneously with the delivery of each such report, shall tender payment
      in
      Dollars of all royalties shown to be due thereon.

     

    3.10  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:

     

     

    
      	3.10.1  	
              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

            


    

     

    
      	3.10.2  	
              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.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    3.11  Foreign
      Payments

     

    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 or any Affiliates or Sublicensees, as the case
      may be, 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.

     

    3.12  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 INEX’s account as
      designated in writing by INEX to Hana.

     

    3.13  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:

     

    
      	3.13.1  	
              the
                Prime Rate(s) during the period of late payment plus [***] percent
                ([***]%) interest compounded monthly,
                or

            


    

     

    
      	3.13.2  	
              the
                maximum rate permitted by law;

            


    

     

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

     

    3.14  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.

     

    3.15  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 five percent (5%) 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 two percent (2%).

     

    
      
        
        

      

      
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    Article
      4  DEVELOPMENT
      OBLIGATIONS

     

    4.1  Development
      Plans

     

    
      	4.1.1  	
              Hana,
                with INEX’s assistance, shall prepare for the Parties’ review and
                discussion, a detailed Development Plan for the Development of each
                Product.

            


    

     

    
      	4.1.2  	
              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.

            


    

     

    
      	4.1.3  	
              The
                Development Plan shall be incorporated herein by reference and all
                Development undertaken thereunder shall be conducted by Hana in compliance
                with Regulatory Requirements.

            


    

     

    4.2  Development
      Efforts

     

    
      	4.2.1  	
              Hana
                shall use Commercially Reasonable Efforts to Develop each Product
                in the
                Territory (including carrying out its responsibilities under the
                Development Plan) to:

            


    

     

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

            


    

     

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

            


    

     

    
      	4.2.2  	
              Hana
                will provide INEX with written reports to keep INEX fully informed
                of the
                progress of the Development of each Product as
                follows:

            


    

     

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

            


    

     

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

            


    

     

    4.3  Transition
      Committees

     

    The
      Parties will establish working committees to actively manage the transition
      by
      INEX to Hana of the responsibilities for Development of each Product
      during
      the initial twelve (12) months following the Effective Date.
      Such
      working committees will conduct periodic planning and review meetings as well
      as
      ad hoc meetings as necessary. The primary method of meeting will be
      teleconference. Responsibilities of the working committees may include
      overseeing the planning and monitoring of the clinical and regulatory
      Development process and Technical Transfer process. All such meetings of the
      working committees shall be conducted at Hana’s sole cost and
      expense.

     

    4.4  Subcontractors

     

    Hana
      may
      subcontract to any of its Representatives any of its obligations in respect
      of
      the Development with the consent of INEX, such consent not to be unreasonably
      withheld or delayed; provided however, that Hana shall be responsible for the
      performance of its Representatives and shall remain fully responsible and
      obligated to INEX for all activities undertaken by its
      Representatives.

     

    
      
        
        

      

      
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    Article
      5  COMMERCIALIZATION
      OBLIGATIONS

     

    5.1  Regulatory
      Compliance

     

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

     

    5.2  Marqibo
      Trademark

     

    
      	5.2.1  	
              INEX
                shall cause its wholly owned Affiliate, IE Oncology, to assign to
                Hana all
                applications for trademark and all registered trademarks for Marqibo
                in
                all jurisdictions within the Territory as soon as reasonably
                possible.

            


    

     

    
      	5.2.2  	
              Except
                as provided herein, Hana at its sole cost and expense, shall be
                responsible for the selection, registration and maintenance of all
                other
                trademarks which it employs in connection with each Product in the
                Territory and shall own and control such trademarks during the Term
                of
                this Agreement and following its termination or
                expiration.

            


    

     

    5.3  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 Licensed
      Patents consistent with any patent marking requirements.

     

    5.4  Commercialization
      Efforts

     

    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.

     

    5.5  Consequence
      of No Sales

     

    
      	5.5.1  	
              In
                addition to the terms of Section 5.4,
                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:

            


    

     

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

            


    

     

    
      	(b)  	
              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;

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    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.

     

    
      	5.5.2  	
              If
                Hana breaches its obligation set forth in Section 5.5.1:

            


    

     

    
      	(a)  	
              INEX
                shall be entitled to terminate all rights granted to Hana in the
                Definitive Agreements in respect of each 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 5.5.1
                and fails to remedy such default within sixty (60) days after notice
                thereof by INEX; 

            


    

     

    
      	(b)  	
              All
                sublicenses granted by Hana in respect of each such Product in such
                country in the Major Markets shall forthwith terminate upon the effective
                date of termination in Section 5.5.2(a);
                and

            


    

     

    
      	(c)  	
              Hana
                shall continue to be bound by and shall comply with Sections 14.6,
                14.8,
                and any other Sections which are intended to survive any termination
                of
                rights under this Agreement.

            


    

     

    5.6  Reports

     

    Hana
      shall report to INEX on the status and progress of Hana’s efforts under this
      Section 5.6
      as
      follows:

     

    
      	5.6.1  	
              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 shall 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.

            


    

     

    
      	5.6.2  	
              To
                the extent that such could not be appropriately communicated to INEX
                in
                accordance with Section 5.6.1,
                Hana shall keep INEX informed in a timely manner of significant
                developments in Hana’s (and its Affiliates’ and Sublicensees’, as the case
                may be) 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.

            


    

     

    Article
      6  PRODUCT
      SAFETY AND REGULATORY COMPLIANCE

     

    6.1  Regulatory
      Responsibilities

     

    
      	6.1.1  	
              Hana
                shall use
                its Commercially Reasonable Efforts to ensure
                that
                none of its Representatives who participate in any Development
                activities:

            


    

     

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

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              has
                been convicted of any offence that would form the basis for any
                suspension, disqualification or debarment;
                or

            


    

     

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

            


    

     

    
      	6.1.2  	
              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.

            


    

     

    
      	6.1.3  	
              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.

            


    

     

    
      	6.1.4  	
              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.

            


    

     

    6.2  Pharmacovigilance

     

    
      	6.2.1  	
              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.

            


    

     

    
      	6.2.2  	
              For
                as long as Material sourced, Manufactured or quantity released by
                INEX
                remains available for use in approved clinical trials, Hana
                shall:

            


    

     

    
      	(a)  	
              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

            


    

     

    
      	(b)  	
              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.

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    6.3  Recalls
      and Product Withdrawals

     

    
      	6.3.1  	
              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:

            


    

     

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

            


    

     

    
      	(b)  	
              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 6.3.2;

            


    

     

    
      	(c)  	
              Unless
                INEX is liable for such costs and expenses in accordance with the
                terms of
                Section 6.3.2, Hana will remain responsible to INEX for payment of
                all
                services in respect of the Manufacture and supply of Material;
                and

            


    

     

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

            


    

     

    
      	6.3.2  	
              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.

            


    

     

    
      	6.3.3  	
              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.

            


    

     

    
      	6.3.4  	
              Notwithstanding
                any expiration or early termination of this Agreement, the provisions
                of
                Sections 6.2 and 6.3 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
      7  INTELLECTUAL
      PROPERTY RIGHTS

     

    7.1  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 Section 10
      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 Section 10 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.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    7.2  INEX
      Title

     

    The
      Parties hereby acknowledge and agree that to the best of the knowledge of INEX,
      INEX owns any and all right, title and interest in and to the Licensed Patents
      and INEX Technology subject
      only
      to:

     

     

    
      	7.2.1  	
              the
                license granted to Hana under this
                Agreement;

            


    

     

    
      	7.2.2  	
              the
                rights of the BCCA (including royalty obligations) under the BCCA
                Agreements, in respect of the BCCA Patents;
                and

            


    

     

    
      	7.2.3  	
              the
                rights of MD Anderson (including royalty obligations) under the MD
                Anderson License in respect of the MD Anderson
                Patents.

            


    

     

    7.3  Ownership
      of Pre-existing Intellectual Property Rights

     

    The
      Parties hereby acknowledge and agree that,
      except
      as otherwise provided in, and subject to the terms and conditions of the
      Definitive Agreements,
      any
Intellectual
      Property Rights owned by either Party and by MD Anderson prior to the Effective
      Date shall remain owned by such Party and by MD Anderson.

     

    7.4  Ownership
      of Future Intellectual Property Rights

     

    
      	7.4.1  	
              Subject
                to the Non-Competition Terms and to any Notice of Abandonment that
                INEX
                may issue in respect of any Intellectual Property Rights related
                to the
                Products, all right, title and interest in and to any and all Intellectual
                Property Rights that arise after the Effective Date and are related
                to the
                Products shall be owned
                as follows: 

            


    

     

    
      	(a)  	
              MD
                Anderson and INEX shall be the joint owners of any patents and patent
                applications filed after the Effective Date that claim priority to
                the
                Sarris Patents;

            


    

     

    
      	(b)  	
              INEX
                shall be the exclusive owner of any patents and patent applications
                filed
                after the Effective Date that claim priority to the Thomas Patents;
                and

            


    

     

    
      	(c)  	
              INEX
                shall be the exclusive owner of any patents and patent applications
                filed
                after the Effective Date that claim priority to the INEX
                Patents; 

            


    

     

    (d)  
      regardless
      of which Person(s) created or invented the same.

     

    
      	(e)  	
              All
                Intellectual Property Rights of INEX existing before the Effective
                Date of
                this Agreement and all Intellectual Property Rights developed solely
                by
                employees or agents of INEX or an Affiliate after the Effective Date
                shall
                be and will remain the exclusive property of INEX, and subject to
                the
                license grant of Section 2.1;

            


    

     

    
      	(f)  	
              Subject
                to Sections 2.2, 7.4.1(a),
                7.4.1(b)
                and 7.4.1(c),
                all Intellectual Property Rights conceived and reduced to practice
                solely
                by employees or agents of Hana or an Affiliate relating to the Products
                shall be and remain the exclusive property of Hana and subject to
                the
                license grant of Section 2.2;

            


    

     

    
      	(g)  	
              Subject
                to Sections 7.4.1(a),
                7.4.1(b)
                and 7.4.1(c),
                any Intellectual Property Rights developed jointly by one or more
                employees or agents of each of INEX and Hana or their Affiliates
                relating
                to the Products shall be owned exclusively by Hana, and subject to
                the
                license grant of Section 2.2;
                and

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	(h)  	
              Each
                Party shall ensure that its Representatives who perform any portion
                of its
                obligations under this Agreement have entered into written agreements
                with
                such Party whereby such Representatives assign to such Party all
                ownership
                rights in any Intellectual Property Rights made or developed by such
                Representatives in the course of such work for such
                Party.

            


    

     

    
      	7.4.2  	
              Each
                Party further agrees to execute, acknowledge and deliver to the requesting
                Party such other instruments of conveyance and transfer and will
                take such
                other actions and execute, acknowledge and deliver such other documents,
                certifications and further assurances as the requesting Party may
                reasonably require in order to: (i) vest more effectively in the
                requesting Party any rights transferred hereby, including but not
                limited
                to, obtaining registration or regulatory approval of any assets acquired
                or rights granted hereunder or derivative works thereof; or (ii)
                better
                enable the requesting Party to exercise the rights acquired by such
                Party
                hereunder. Each of the Parties hereto will cooperate with the other
                and
                execute and deliver to the other Party such other instruments and
                documents and take such other actions as may be reasonably requested
                from
                time to time by any other Party as necessary to carry out, evidence
                and
                confirm the intended purposes of this Agreement. 

            


    

     

    
      	7.4.3  	
              Hana
                agrees that in negotiating any joint venture, collaborative research,
                development, Commercialization or other agreement(s) it may have
                with any
                Person other than INEX under which any Intellectual Property Rights
                related to the Products may arise after the Effective Date, Hana
                shall
                include in such agreements, provisions that provide for the assignment
                or
                license, as the case may be, of such Intellectual Property Rights
                by such
                Person(s) and their representatives to INEX in accordance with
                Article
                (a),
                (b)
                and (c).

            


    

     

    Article
      8  PATENT
      PROSECUTION AND MAINTENANCE

     

    8.1  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 Licensed 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.

     

    8.2  Responsibility
      for Patent Prosecution and Maintenance

     

    
      	8.2.1  	
              In
                respect of all patents and patent applications that are listed in
                Exhibit
                1.1.52,
                Hana shall be responsible for:

            


    

     

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

            


    

     

    
      	(b)  	
              the
                maintenance of all such issued Licensed Patents;
                and

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              the
                filing of additional patent applications for such Licensed 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 Licensed Patents, and the provision
                of this
                Article 8 shall apply thereto.

            


    

     

    
       

      	(d)  	
              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 Exhibit
                1.1.52.

            


       

    

    
      	8.2.2  	
              Notwithstanding
                the allocation of patent prosecution and maintenance costs set forth
                in
                this Section 8.2, if Hana requests IP Services from INEX in respect
                of any
                activities which would otherwise have been performed by Hana pursuant
                to
                Section 8.2.1, INEX shall be entitled to payment of IP Services in
                accordance with the provisions of Section 8.6 and the Service
                Agreement.

            


    

     

    
      	8.2.3  	
              Hana
                shall be responsible for the prosecution of the pending patent
                applications included in the Licensed Patents in accordance with
                the
                responsibilities set forth in Section 8.2.1 and cost allocations
                set forth
                in Exhibit
                1.1.52.
                The cost allocations set out in Exhibit
                1.1.52 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
                Article
                13.

            


    

     

    
      	8.2.4  	
              Hana
                shall diligently pursue the prosecution of all patent applications
                in
                accordance with the responsibilities set forth in Section 8.2.1 and
                cost
                allocations set forth in Exhibit
                1.1.52 to
                issuance of the resulting patents and shall not abandon, withdraw
                or
                discontinue prosecution of any pending patent applications included
                in the
                Licensed 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.

            


    

     

    
      	8.2.5  	
              At
                the request of INEX, Hana shall diligently pursue and prosecute additional
                patent filings relating to the Licensed Patents and INEX Technology
                in any
                jurisdiction worldwide in accordance with the responsibilities set
                forth
                in Section 8.2.1 and cost allocations set forth in Exhibit
                1.1.52.

            


    

     

    
      	8.2.6  	
              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 Licensed 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:

            


    

     

    
      	(a)  	
              refer
                the matter to arbitration pursuant to Article
                13;
                or

            


    

     

    
      	(b)  	
              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: 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              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

            


    

     

    
      	(d)  	
              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 Licensed Patents remain pending.

     

    8.3  Consultation
      and Reporting

     

    
      	8.3.1  	
              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:

            


    

     

    
      	(a)  	
              any
                Licensed Patents pending and issued;
                and

            


    

     

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

            


      	 	 


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


    

      

    
      	8.3.2  	
              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 Licensed
                Patents.

            


    

     

    
      	8.3.3  	
              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 Licensed Patents,
                the Party
                providing timely notice shall not be found to be in breach of its
                obligations under this Article 8 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 Licensed
                Patents.

            


    

     

    8.4  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 in writing of the material actions
      which each Party has undertaken concerning the application, prosecution and
      maintenance of the Licensed Patents.

     

    8.5  Abandonment,
      Withdrawal or Discontinuance

     

    
      	8.5.1  	
              Notwithstanding
                each Party’s obligation under Section 8.2, should either Party decide
                to:

            


    

     

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

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

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

            


    

     

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

            


    

     

    (d)  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 Licensed 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 Section 8.5.5 or 8.5.7.

     

    
      	8.5.2  	
              The
                Notice of Abandonment to be given by the Abandoning Party pursuant
                to
                Section 8.5.1 shall clearly identify the patent applications, patent
                protection, and/or patent maintenance for the Licensed Patents to
                be
                abandoned.

            


    

     

    
      	8.5.3  	
              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
                rights under:

            


    

     

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

            


    

     

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

            


    

     

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

              


      

    

     

    
      	8.5.4  	
              If
                Hana gives Notice of Abandonment to INEX pursuant to Sections 8.5.1
                and
                8.5.2, this license shall be terminated with respect solely to the
                Discontinued Licensed Patent, and Hana shall forfeit the right to
                any and
                all uses of the Discontinued Licensed Patent and INEX Technology
                claimed
                in such Discontinued Licensed Patent. Exhibits
                1.1.47 and
                1.1.43
                will
                be deemed to be amended to exclude such Discontinued Licensed Patent
                and
                INEX Technology claimed in such Discontinued Licensed Patent from
                the
                grant of license contained herein.

            


    

     

    
      	8.5.5  	
              If
                Hana has given Notice of Abandonment to INEX pursuant to Sections
                8.5.1
                and 8.5.2, and INEX wishes to continue to pursue any patent applications,
                patent protection and/or patent maintenance in relation to Hana’s
                Discontinued Licensed Patent:

            


    

     

    
      	(a)  	
              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 Licensed
                Patent;

            


    

     

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

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

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

            


    

     

    
      	8.5.6  	
              If
                INEX gives Notice of Abandonment to Hana pursuant to Sections 8.5.1
                and
                8.5.2, INEX shall forfeit the right to any and all uses of the
                Discontinued Licensed Patent and inventions claimed in any Discontinued
                Licensed Patent, notwithstanding that INEX may remain the nominal
                owner of
                such Discontinued Licensed Patent.

            


    

     

    
      	8.5.7  	
              If
                INEX has given Notice of Abandonment to Hana pursuant to Sections
                8.5.1
                and 8.5.2 and Hana wishes to continue to pursue any patent applications,
                patent protection and/or patent maintenance in relation to INEX’s
                Discontinued Licensed Patent:

            


    

     

    
      	(a)  	
              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 Licensed Patent, at Hana’s sole cost and
                expense; and

            


    

     

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

            


    

     

    
      	8.5.8  	
              Either
                Party may request the other Party to perform such other Party’s
                responsibilities set forth in Sections 8.2.1 or 8.2.2, as the case
                may be,
                in respect of a particular patent or patent application. If the Party
                bearing such responsibility is unwilling or unable to perform its
                responsibility in a timely manner, the Party requesting performance
                in
                respect of such patent or patent application may, with three (3)
                days
                prior written notice, perform the particular activity(ies) requested
                in
                respect of such patent or patent application. The Party unwilling
                or
                unable to perform its responsibility shall pay all reasonable costs
                and
                out-of-pocket expenses actually incurred by the requesting Party
                to
                perform the particular activity(ies) requested, within thirty (30)
                days of
                the non-performing Party’s receipt of the performing Party’s invoice for
                such costs and out-of-pocket expenses. For the purposes of this Section
                8.5.8, reasonable costs shall
                be calculated using the FTE Rate set forth in the Service Agreement,
                regardless of the Party performing the activity(ies), and notwithstanding
                any termination of the Service
                Agreement.

            


    

     

    8.6  Costs
      of Patent Application, Prosecution and Maintenance

     

    
      	8.6.1  	
              Commencing
                from the date that an Abandoning Party has lost all entitlement to
                a
                discontinued Licensed Patent, such Abandoning Party shall not be
                required
                to share in any costs (and services fees if INEX is the Abandoning
                Party)
                associated with the application, prosecution, and/or maintenance
                of any
                Licensed Patents in the Discontinued License
                Patent.

            


    

     

    
      	8.6.2  	
              Subject
                to Section 8.6.1, 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 Licensed
                Patents described in Section 8.2.1 (the “IP
                Services”),
                Hana, its successors, assigns or any Person(s) who acquires any interest
                in any of the Licensed Patents and INEX Technology will jointly and
                severally be responsible for paying
                INEX:

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    
      	(a)  	
              [***]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

            


    

     

    
      	(b)  	
              [***]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

            


    

     

    
      	(c)  	
              [***]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 Licensed Patent which Hana has elected to continue
                pursuing patent protection, pursuant to Section
                8.5.5.

            


    

     

    
      	8.6.3  	
              INEX
                will invoice Hana monthly for all costs set forth in Section 8.6.2,
                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 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.

            


    

     

    
      	8.6.4  	
              Notwithstanding
                Section 8.6.3, 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 8.6 to recover from Hana,
                its successors, assigns or any Person(s) who acquires any interest
                in any
                of the Licensed Patents and INEX Technology, more than the total
                monthly
                costs set forth in Section 8.6.2 in any given
                month.

            


    

     

    8.7  Late
      Payments

     

    Any
      payment due under Section 8.6 that is not paid on or before the date such
      payment is due shall bear interest at a rate equal to the lesser
      of:

     

    
      	8.7.1  	
              the
                Prime Rate(s) during the period of late payment plus [***] percent
                ([***]%) interest compounded monthly;
                or

            


    

     

    
      	8.7.2  	
              the
                maximum rate permitted by law;

            


    

     

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

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    8.8  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, as well as
      in
      the preparation, filing, and prosecution of any patent application or
      registrations which may arise under this Agreement. Such co-operation shall
      include:

     

     

    
      	8.8.1  	
              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 Licensed Patents;
                and

            


    

     

    
      	8.8.2  	
              executing
                and causing its Representatives to execute all legal documents reasonably
                necessary to support the assignment, filing, prosecution and maintenance
                of said Licensed Patents.

            


    

     

    Article
      9  INFRINGEMENT
      PROCEEDINGS

     

    9.1  Limits

     

    Except
      as
      expressly set out in this Agreement, nothing in this Agreement shall be
      construed as:

     

    
      	9.1.1  	
              an
                obligation by Hana or INEX to bring or prosecute or defend actions
                or
                suits against Third Parties for infringement of patents, copyrights,
                trademarks, industrial designs or other intellectual property or
                contractual rights; or

            


    

     

    
      	9.1.2  	
              the
                conferring by Hana or INEX of the right to use in advertising or
                publicity
                the name of Hana or INEX or their respective
                trademarks.

            


    

     

    9.2  Conduct
      of Infringement Proceedings

     

    Notwithstanding
      Section 9.1, in the event of:

     

    
      	9.2.1  	
              an
                alleged infringement by a Third Party of the Licensed Patents or
                INEX
                Technology or of any right with respect to the Licensed Patents or
                INEX
                Technology by the manufacture,
                sale, services or use of products derived from the Licensed Patents
                or
                INEX Technology in the Hana Field; or

            


    

     

    
      	9.2.2  	
              any
                complaint by Hana alleging any infringement by a Third Party with
                respect
                to the Licensed Patents or INEX Technology or to any right with respect
                to
                the Licensed Patents or INEX Technology by the manufacture,
                sale, services or use of products derived from the Licensed Patents
                or
                INEX Technology in the Hana Field;

            


    

     

    the
      following shall apply:

     

    
      	9.2.3  	
              Hana shall
                have the first right, in its sole discretion, and at its sole expense,
                to
                prosecute or defend such
                litigation;

            


    

     

    
      	9.2.4  	
              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 such litigation or defend such
                litigation at its own expense, but shall not be obligated to do
                so;

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    
      	9.2.5  	
              the
                Party prosecuting or defending such litigation (in this Article,
                the
                “Litigating
                Party”)
                shall have the right to control such litigation and shall bear all
                legal
                expenses (including court costs and legal fees), including settlement
                thereof provided however that no settlement or consent judgment or
                other
                voluntary final disposition of any suit defended or action brought
                by a
                Party pursuant to this Section 9.2 may be entered into without the
                consent
                of the other Party if such settlement would require the other Party
                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 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 Licensed Patents. 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;

            


    

     

    
      	9.2.6  	
              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 3.1, 3.2 and 3.3 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 Article
                13.

            


    

     

    
      	9.2.7  	
              the
                Litigating Party shall keep the Non-litigating Party 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;
                and

            


    

     

    
      	9.2.8  	
              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 9.2.6 or from
                such other parties to the
                litigation).

            


    

     

    9.3  Breach
      of Confidence Proceedings

     

    In
      the
      event of an alleged breach of confidentiality respecting Confidential
      Information or any Third Party use of Confidential Information, Hana and INEX
      agree that they shall reasonably cooperate to enjoin such Third Party’s use of
      such Confidential Information, and take such other action as a Party with regard
      to its own Confidential Information may deem appropriate, at law or in
      equity.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    9.4  Defense
      of Infringement Proceedings

     

    
      	9.4.1  	
              If
                any complaint alleging infringement or violation of any patent or
                other
                proprietary rights is made against Hana, its Affiliate or Sublicensee
                with
                respect to the Manufacture, use or sale of a Product, the following
                shall
                apply:

            


    

     

    
      	(a)  	
              Hana
                shall promptly notify INEX in writing upon receipt of any such complaint
                setting out full details thereof 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);

            


    

     

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

            


    

     

    
      	(c)  	
              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 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 (or any Affiliate
                or Sublicensee,
                as the case may be); and

            


    

     

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

            


    

     

    
      	9.4.2  	
              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:

            


    

     

    
      	(a)  	
              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;

            


    

     

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

            


    

     

    
      	(c)  	
              If
                such complaint does not give rise to an indemnification obligation
                under
                the Definitive Agreements in favor of INEX 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) 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;

            


    

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

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

            


    

     

    
      	9.4.3  	
              With
                regard to costs and expenses incurred by Hana (or any Sublicensee)
                under
                Sections 9.4.1(c)
                or
                9.4.2(b)
                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 3.7.1.
                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.

            


    

     

    
      	9.4.4  	
              In
                the event a complaint is made under either of Sections 9.4.1
                or
                9.4.2,
                no settlement or consent judgment or other voluntary final disposition
                may
                be entered into without the consent of the other Party if such settlement
                would require the other Party 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.

            


    

     

    9.5  Co-operation
      with Other Licensees

     

    Hana
      acknowledges that INEX may grant to
      its
      other sublicensees in respect of fields outside of the Hana Field, rights
      similar to those granted to Hana under Sections 9.2, 9.3, 9.4 and this Section
      9.5. If INEX grants such rights to its other sublicensees, in the event of
      any
      litigation in respect of:

     

    
      	9.5.1  	
              fields
                outside of the Hana Field that may reasonably affect Hana’s use of the
                Licensed Patents or INEX Technology in the Hana Field or the Manufacture,
                use or sale of Product by Hana; or

            


    

     

    
      	9.5.2  	
              the
                Hana Field that may reasonably affect INEX or one or more of INEX’s
                sublicensees use of the Licensed Patents or INEX 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
      INEX, Hana and such other sublicensees 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, provisions that allow the participation of Hana as
      contemplated herein.

     

    Article
      10  CONFIDENTIAL
      INFORMATION AND PUBLICATION

     

    10.1  Treatment
      of Confidential Information

     

    Each
      Party agrees:

     

     

    
      	10.1.1  	
              to
                keep and use in strict confidence all Confidential Information of
                the
                other Party that each Party acquires, sees, or is informed of, as
                a direct
                or indirect consequence of this Agreement and to not, without the
                prior
                written consent of the other Party, disclose any such Confidential
                Information or recollections thereof to any Person other than its
                Representatives who are under an obligation of confidentiality on
                terms
                substantially similar to those set out in this Agreement, who have
                been
                informed of the confidential nature of the Confidential Information
                and
                who require such information in connection with the performance of
                this
                Agreement;

            


    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    
      	10.1.2  	
              that
                all copies, duplicates, reproductions, translations or adaptations
                of any
                Confidential Information of the other Party made hereunder shall
                be
                clearly labeled as confidential;
                and

            


    

     

    
      	10.1.3  	
              to
                take all reasonable steps to prevent material in its possession that
                contains or refers to Confidential Information of the other Party
                from
                being discovered, used or copied by Third Parties and that it shall
                use
                reasonable steps to protect and safeguard all Confidential Information
                of
                the other Party in its possession from all loss, theft or
                destruction.

            


    

     

    10.2  Permitted
      Disclosures

     

    Notwithstanding
      anything to the contrary contained in this Agreement, each Party will be
      permitted to disclose Confidential Information received from the other
      Party:

     

    
      	10.2.1  	
              where
                in the reasonable and unqualified opinion of the receiving Party’s legal
                counsel, disclosure is required to be made
                under:

            


    

     

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

            


    

     

    
      	(b)  	
              such
                disclosure is required to be made by the receiving Party 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:

     

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

            


    

     

    
      	(d)  	
              the
                receiving Party or its Representatives, as the case may be, shall
                disclose
                only that portion of the information legally required to be disclosed,
                and

            


    

     

    
      	(e)  	
              the
                receiving Party or its Representatives, as the case may be, will
                exercise
                all reasonable efforts to maintain the confidential treatment of
                the
                information; and

            


    

     

    
      	10.2.2  	
              to
                Third Party contractors or collaborators to facilitate or carry out
                the
                Parties’ performance of their respective
                activities under this Agreement,
                provided that such Third Parties enter into an agreement
                with such Party which contains confidentiality provisions substantially
                the same as those set forth herein.

            


    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    10.3  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.

     

    10.4  Publications
      Generally

     

    The
      following restrictions shall apply with respect to the disclosure in
      conferences, scientific journals or publications by any Party or Representative
      of any Party relating to the inventions contained in the Licensed Patents and
      the INEX Technology or to the activities or results of the Development by Hana
      of any Product:

     

    
      	10.4.1  	
              at
                least thirty (30) days before any proposed submission is submitted
                and any
                proposed publication is published by a Party (the “Publishing
                Party”)
                ,
                such
                Publishing Party shall provide the other Party with an advance copy
                of any
                such proposed submission or proposed publication, as the case may
                be,
                before any other disclosure of same and such other Party shall have
                a
                reasonable opportunity to recommend any changes it reasonably believes
                are
                necessary to preserve Intellectual Property Rights or Confidential
                Information belonging in whole or in part to INEX or Hana, and the
                incorporation of such recommended changes shall not be unreasonably
                refused; and

            


    

     

    
      	10.4.2  	
              if
                such other Party informs the Publishing Party, within thirty (30)
                days
                after receipt of an advance copy of a proposed publication, that
                such
                publication in its reasonable judgment could be expected to have
                a
                material adverse effect on any Intellectual Property Rights or
                Confidential Information belonging in whole or in part to INEX or
                Hana,
                the Publishing Party shall delay or prevent such publication as proposed.
                In the case of inventions, the delay shall be sufficiently long to
                permit
                the timely preparation and filing of a patent application(s) or
                application(s) for a certificate of invention on the information
                involved
                but not more than ninety (90) days.

            


    

     

    10.5  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 Information or
      other information received from INEX.

     

    10.6  Return
      of Confidential Information

     

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

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    Article
      11  REPRESENTATIONS
      AND WARRANTIES

     

    11.1  Hana
      Representations and Warranties

     

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

     

    
      	11.1.1  	
              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;

            


    

     

    
      	11.1.2  	
              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;

            


    

     

    
      	11.1.3  	
              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;

            


    

     

    
      	11.1.4  	
              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;

            


    

     

    
      	11.1.5  	
              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;

            


    

     

    
      	11.1.6  	
              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;

            


    

     

    
      	11.1.7  	
              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;

            


    

     

    
      	11.1.8  	
              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;

            


    

     

    
      	11.1.9  	
              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;

            


    

     

    
      	11.1.10  	
              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

            


    

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    
      	11.1.11  	
              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.

            


    

     

    11.2  INEX
      Representations and Warranties

     

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

     

    
      	11.2.1  	
              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;

            


    

     

    
      	11.2.2  	
              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;

            


    

     

    
      	11.2.3  	
              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

            


    

     

    
      	11.2.4  	
              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

            


    

     

    
      	11.2.5  	
              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;

            


    

     

    
      	11.2.6  	
              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;
                and

            


    

     

    
      	11.2.7  	
              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.

            


    

     

    
      	11.2.8  	
              to
                the best of the knowledge of INEX, INEX holds the entire right title
                and
                interest in and to the Licensed Patents and INEX Technology, free
                and
                clear of all encumbrances and INEX has the right and power to grant,
                on an
                exclusive basis, the licences granted to Hana under this Agreement
                without
                consent of any Third Party that may claim any such interest through
                INEX,
                including, without limitation, any secured creditor of
                INEX.

            


    

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    
      	11.2.9  	
              to
                the best of the knowledge of INEX, all the Licensed Patents are validly
                subsisting and all maintenance fees and similar annuity payments
                have been
                made in each of the jurisdictions requiring such
                payments;

            


    

     

    
      	11.2.10  	
              to
                the best of the knowledge of INEX, all statements contained in any
                applications for the registration of the Licensed Patents were true
                and
                correct as of the date of such applications;
                and

            


    

     

    
      	11.2.11  	
              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.
                

            


    

     

    
      	11.2.12  	
              to
                the actual knowledge of INEX, without independent investigation or
                inquiry, the rights to the Licensed Patents and INEX 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.

            


    

     

    11.3  DISCLAIMER

     

    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.

     

    Article
      12  INDEMNIFICATION
      AND LIABILITY LIMITATIONS

     

    12.1  Indemnification
      by Hana

     

    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:

     

    
      	12.1.1  	
              the
                breach of any representation or warranty made by Hana
                herein;

            


    

     

    
      	12.1.2  	
              the
                default by Hana in the performance or observance of any of its obligations
                to be performed or observed
                hereunder;

            


    

     

    
      	12.1.3  	
              the
                breach by Hana of any Regulatory Requirements, regulations and guidelines
                in connection with any Product; 

            


    

     

    
      	12.1.4  	
              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

            


    

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    
      	12.1.5  	
              any
                injury or death to any Person or damage to any property caused by
                any
                Product provided by Hana or a Sublicensee, 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:

     

    
      	12.1.6  	
              the
                breach of any representation or warranty made by INEX
                herein;

            


    

     

    
      	12.1.7  	
              the
                default by INEX in the performance or observance of any of its obligations
                to be performed or observed hereunder;
                and

            


    

     

    
      	12.1.8  	
              the
                breach by INEX of any Regulatory Requirements, regulations and guidelines
                in connection with any Licensed Patent and INEX
                Technology.

            


    

     

    12.2  Indemnification
      by INEX

     

    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:

     

    
      	12.2.1  	
              the
                breach of any representation or warranty made by INEX
                herein;

            


    

     

    
      	12.2.2  	
              the
                default by INEX in the performance or observance of any of its obligations
                to be performed or observed hereunder;
                and

            


    

     

    
      	12.2.3  	
              the
                breach by INEX of any Regulatory Requirements, regulations and guidelines
                in connection with any Licensed Patent and INEX
                Technology;

            


    

     

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

     

    
      	12.2.4  	
              the
                breach of any representation or warranty made by Hana
                herein;

            


    

     

    
      	12.2.5  	
              the
                default by Hana in the performance or observance of any of its obligations
                to be performed or observed
                hereunder;

            


    

     

    
      	12.2.6  	
              the
                breach by Hana of any Regulatory Requirements, regulations and guidelines
                in connection with any Product; and

            


    

     

    
      	12.2.7  	
              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.

            


    

     

    12.3  Notice
      of Claims

     

    In
      the
      event that a claim is made pursuant to Section 12.1 or 12.2 against any Person
      who 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 12.1 or 12.2 as applicable, unless:

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    
      	12.3.1  	
              the
                Indemnitor is granted, subject to the provisions of this Section
                12.3 and
                the relevant provisions of Article 9, full authority and control
                over the
                defense, including settlement, against such claim or law suit or
                other
                action, and

            


    

     

    
      	12.3.2  	
              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 12.3 and the
      relevant provisions of Article 9, 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 Licensed Patents or significantly adversely affect the rights of the
      Indemnitee.

     

    12.4  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 12.1 OR 12.2 FOR
      CONSEQUENTIAL OR INCIDENTAL DAMAGES RECOVERED BY A THIRD PARTY.

     

    12.5  Actions
      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.

     

    12.6  Insurance

     

    
      	12.6.1  	
              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: 

            


    

     

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

            


    

     

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

            


    

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

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

     

    
      	12.6.2  	
              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: 

            


    

     

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

            


    

     

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

            


    

     

    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 canceled without
      thirty (30) days prior written notice (hand delivered or certified mail, return
      receipt requested) to Hana.

     

    
      	12.6.3  	
              Each
                Party
                shall require that such
                Party’s Representatives and Hana’s
                Sublicensee under this Agreement shall
                either:

            


    

     

    
      	(a)  	
              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

            


    

     

    
      	(b)  	
              sixty
                (60) days prior to the earlier of the start of Human Clinical Trials
                or
                the first sale of any such 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.

            


    

     

    
      	12.6.4  	
              Notwithstanding
                anything to the contrary contained in this Section 12.6,
                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  DISPUTE
      RESOLUTION

     

    13.1  Negotiation
      and Arbitration

     

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

     

    
      	13.1.1  	
              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.

            


    

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    
      	13.1.2  	
              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 13.1.1 may, on mutual agreement of the
                Parties, be finally
                settled by a single arbitrator.
                appointed pursuant to the rules
                of The Center for Public Resource’s Institute for Dispute
                Resolution.

            


    

     

    
      	13.1.3  	
              The
                place of arbitration shall be Seattle,
                Washington
                and the language to be used in the arbitration proceedings shall
                be
                English.

            


    

     

    
      	13.1.4  	
              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.

            


    

     

    
      	13.1.5  	
              Nothing
                in this Agreement shall be deemed as preventing either Party from
                seeking
                specific performance, injunctive relief (or any other equitable relief),
                in respect of any actual or threatened breach of this Agreement,
                without
                proof of actual damages, from any court having jurisdiction over
                the
                Parties and the subject matter of the Dispute as necessary to protect
                either Party’s name, Confidential Information or Intellectual Property
                Rights.

            


    

     

    
      	13.1.6  	
              Notwithstanding
                the provisions of Subsections 13.1.2 through 13.1.5 inclusive, 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.

            


    

     

    
      	13.1.7  	
              Each
                Party is required to continue to perform its obligations under this
                Agreement pending final resolution of any
                Dispute.

            


    

     

    Article
      14  TERM
      & TERMINATION

     

    14.1  Term

     

    The
      license grant in this Agreement shall become effective on the Effective Date
      and, unless earlier terminated in accordance with this Article 14, shall expire,
      on a country-by-country basis, in respect of each Product upon the later
      of:

     

    
      	14.1.1  	
              expiration
                of the last to expire of the Licensed Patents containing Valid Claims
                covering such Product in such country in the
                Territory;

            


    

     

    
      	14.1.2  	
              expiration
                of the last to expire period of product exclusivity covering such
                Product
                that is provided by the laws of such country in the Territory;
                and

            


    

     

    
      	14.1.3  	
              in
                respect of INEX Technology, on the date that all INEX Technology
                cease to
                be Confidential Information under the circumstances set out in Section
                1.1.19.

            


    

     

    (the
      “Term”
of
      this
      Agreement).

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

    14.2  Termination
      for Invalidity Challenge

     

    If
      Hana
      or
      one of its Affiliates intends to assert or actually asserts in any court or
      other governmental agency of competent jurisdiction (but excluding any Dispute
      governed by Article
      13
      herein)
      that a Licensed Patent is invalid, unenforceable, or that no issued Valid Claim
      embodied in such patent excludes a Third Party from making, having made, using,
      selling, offering for sale, importing or having imported a Product in such
      jurisdiction: 

     

     

    
      	14.2.1  	
              Hana
                will, not less than sixty (60) days prior to making any such assertion,
                provide to INEX a complete written disclosure of each and every basis
                then
                known to Hana or its Affiliate for such assertion and, with such
                disclosure, will provide INEX with a copy of any document or publication
                upon which Hana or its Affiliate intends to rely in support of such
                assertion; and

            


    

     

    
      	14.2.2  	
              INEX
                shall be entitled, upon not less then thirty (30) days prior written
                notice to Hana, to terminate the license granted to Hana under
                Article
                2
                of
                this Agreement for such Product(s) covered by the patent under challenge
                in the applicable jurisdiction; provided however, that INEX shall
                not
                terminate such license if within thirty (30) days of Hana’s receipt of
                INEX’s notification hereunder, Hana
                has:

            


    

     

    
      	(a)  	
              confirmed
                by written notice to INEX that Hana no longer intends to challenge
                the
                validity or enforceability or any Licensed Patent;
                or

            


    

     

    
      	(b)  	
              provided
                to INEX, documentation to confirm Hana’s withdrawal of its filing,
                submission, or other process commenced in any court or other governmental
                agency of competent jurisdcation to challenge the validity or
                enforceability or any Licensed Patent.


            


    

     

    14.3  Termination
      on Bankruptcy

     

    
      	14.3.1  	
              This
                Agreement may be terminated by INEX by providing written notice to
                Hana
                upon:

            


    

     

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

            


    

     

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

            


    

     

    
      	(c)  	
              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.

            


    

     

    
      	14.3.2  	
              This
                Agreement may be terminated by Hana by providing written notice to
                INEX
                upon:

            


    

     

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

            


    

     

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

            


    

     

    
      	(c)  	
              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 licenses granted in this Agreement, Hana shall be entitled
                to
                retain the licenses granted herein, subject to INEX’s rights to terminate
                this Agreement as provided in this
                Agreement.

            


    

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    
      	14.3.3  	
              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 occurance 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: 

            


    

     

    
      	(a)  	
              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;
                

            


    

     

    
      	(b)  	
              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.

            


    

     

    
      	(c)  	
              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

            


    

     

    
      	(d)  	
              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.

            


    

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    Notwithstanding
      anything to the contrary in this Section 14.3.3:

     

    
      	(e)  	
              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;

            


    

     

    
      	(f)  	
              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 14.3.3
                and shall not give rise to the remedies set forth in this Section
                14.3.3;
                and

            


    

     

    
      	(g)  	
              if
                Hana asserts any rights under Sections 14.3.3(a),
                14.3.3(b),
                14.3.3(c)
                or 14.3.3(d),
                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.

            


    

     

    14.4  Termination
      for Material Breach

     

    
      	14.4.1  	
              Except
                as otherwise provided in this Agreement, 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 breach of its obligations hereunder
                and fails to remedy any such breach within ninety (90) days after
                notice
                thereof by the Party alleging breach. Any such notice
                shall:

            


    

     

    
      	(a)  	
              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

            


      	 	 


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


    

    
       

      
        	(c)  
                	
                If
                  such breach is not corrected, the Party not in breach shall have
                  the right
                  to terminate the license hereunder in respect of such Product or
                  such
                  country as to which a breach remains unremedied 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.

              


      

    

     

    
      	14.4.2  	
              Either
                Party shall be entitled to terminate 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.

            


    

     

    
      	14.4.3  	
              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 Article 13 to resolve such
                Dispute.

            


    

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    14.5  No
      Limitation on Remedies

     

    Upon
      any
      termination of this Agreement pursuant to this Article 14, 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.

     

    14.6  Consequences
      of Termination

     

    
      	14.6.1  	
              Upon
                any termination by INEX of the license granted
                hereunder:

            


    

     

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

            


    

     

    
      	(b)  	
              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

            


    

     

    
      	(c)  	
              all
                licenses and sublicenses granted hereunder shall forthwith
                terminate.

            


    

     

    
      	14.6.2  	
              The
                termination of the license granted hereunder will be without prejudice
                to:

            


    

     

    
      	(a)  	
              INEX’s
                right to receive all payments accrued from Hana pursuant to Section
                8.6 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

            


    

     

    
      	(b)  	
              any
                other legal, equitable or administrative remedies as to which either
                Party
                may then or thereafter become
                entitled.

            


    

     

    14.7  Disposition
      of Product

     

    Upon
      any
      termination of this Agreement pursuant to Sections 14.3
      and
14.4,
      Hana
      shall within thirty (30) days after the effective date of such termination
      notify INEX in writing of the amount of each Product which Hana, its Affiliates
      and Sublicensees then have completed on hand, the sale of which would, but
      for
      the termination, be subject to royalty. At INEX’s sole election, evidence by
      written consent, INEX may grant Hana, its Affiliates and/or Sublicensees written
      permission during the one (1) year following such termination to sell that
      amount of Product, provided that Hana shall pay the aggregate royalty thereon
      at
      the conclusion of the earlier of the last such sale or such one (1) year period.
      Except as provided under this Section 14.7, all sublicenses granted by Hana
      shall forthwith terminate upon the termination of this Agreement.

     

    14.8  Delivery
      of Data and Materials and License

     

    Upon
      termination of the license(s) granted by INEX to Hana in respect of a particular
      Product in a particular country(ies) under Section 14.4 by INEX for Hana’s
      uncured material breach, or Section 14.2.1 for invalidity challenge, or Section
      5.5
      for lack
      of sales:

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    
      	14.8.1  	
              Provided
                that INEX shall be responsible for any reasonable associated out-of-pocket
                costs associated with the following activities, Hana shall deliver
                to INEX
                a copy of all data (including animal and human) and such other
                information, Materials, materials (including biological materials)
                and
                documents in Hana’s possession or control arising from the Development of
                such Product that INEX may reasonably require in order to obtain
                and/or
                maintain Regulatory Approvals for such Product in the applicable
                country(ies). 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 such Product in such
                country(ies).

            


    

     

    
      	14.8.2  	
              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 such 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.

            


    

     

    
      	14.8.3  	
              In
                the event that no such assignment and/or transfer and/or reference
                pursuant to Section 14.8.2
                may legally be made, then Hana shall forthwith surrender to INEX
                or its
                designee such Regulatory Submissions and Regulatory Approvals for
                cancellation.

            


    

     

    
      	14.8.4  	
              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 such Product that are reasonably
                required
                for Commercialization of Product in such country(ies), 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 14.8.1, 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.

     

    Article
      15  GENERAL
      PROVISIONS

     

    15.1  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.

     

    15.2  Assignment

     

    Neither
      Party may assign this Agreement in whole or in part without the prior written
      consent of the other Party, provided that either Party may assign this Agreement
      to an Affiliate or a successor in interest on written notice to the other Party.
      Any permitted assignee shall assume all obligations of its assignor under this
      Agreement. No assignment shall relieve any Party of responsibility for the
      performance of any accrued obligation that such Party then has under this
      Agreement.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    15.3  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.

     

    15.4  Entire
      Agreement

     

    This
      Agreement (including Exhibits) constitutes the entire agreement between the
      Parties concerning the subject matter hereof, and supersedes all written or
      oral
      prior agreements or understandings with respect thereto.

     

    15.5  Enurement

     

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

     

    15.6  Exhibits

     

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

     

    15.7  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; inability to procure
      or use materials, labor, equipment, transportation or energy; or any other
      cause
      beyond the reasonable control of the Party invoking this Section 15.7 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.

     

    15.8  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.

     

    15.9  Governing
      Law

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Washington and the laws of United States of America applicable
      therein.

     

    15.10  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.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    15.11  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.

     

    15.12  International
      Sale of Goods Act

     

    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.

     

    15.13  Jurisdiction

     

    Subject
      to Article
      13,
      the
      Parties agree that the courts of the State of Washington will have exclusive
      jurisdiction to determine all disputes and claims arising between the
      Parties.

     

    15.14  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).

     

    15.15  Notices

     

    Notices
      provided under this Agreement to be given or served by either Party on the
      other
      will be given in writing and served personally, by prepaid registered mail
      return receipt requested, by a reputable courier company or by means of
      facsimile, to the following respective addresses or to such other addresses
      as
      the Parties may hereafter advise each other in writing. Each such notice shall
      be deemed delivered (i) on the date delivered if by personal delivery, (ii)
      on
      the date telecommunicated if by facsimile, and (iii) on the date upon which
      the
      return receipt is signed or delivery is refused, as the case may be, if
      mailed:

     

    
      	
              If
                to Hana:

              Hana
                BioSciences, Inc.

              400
                Oyster Point Boulevard, Suite 215,

              South
                San Francisco, CA 94080

              U.S.A

               

              Attention:
                President and/or C.E.O.

               

              Tel: 

              Fax: 

            	 
	
              If
                to INEX:

              Inex
                Pharmaceuticals Corporation

              #200
                - 8900 Glenlyon Parkway

              Burnaby,
                B.C.

              Canada
                V5J 5J8

              Attention:
                 President
                and/or C.E.O..

              Tel: (604)
                419-3200

              Fax: (604)
                419-3201

            	 


    

     

    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.

     

    
      
        
        

      

      
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    15.16  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 (including 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

     

    15.17  No
      Solicitation
      or Hiring of Employees

     

    The
      Parties agree that, during the Term 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.

     

    15.18  No
      Third-Party Rights

     

    No
      provision of this Agreement will be deemed or construed in any way to result
      in
      the creation of any rights or obligation in any Person not a party to this
      Agreement.

     

    15.19  No
      Waiver

     

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

     

    15.20  Publicity

     

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

     

    
      	15.20.1  	
              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

            


    

     

    
      	15.20.2  	
              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.

            


    

     

    15.21  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.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

    15.22  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.

     

    15.23  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:

     

    
      	15.23.1  	
              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;

            


    

     

    
      	15.23.2  	
              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

            


    

     

    
      	15.23.3  	
              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.

            


    

     

    15.24  Survival

     

    Notwithstanding
      any termination of this Agreement, the provisions of Article 1, Section 2.5,
      Article 3, Sections 5.5.2(c), 6.2, 6.3, 7.1, 7.2, 7.3, 7.4.1, 7.4.2, 8.3.3,
      8.5.3, 8.5.4, 8.5.6, 8.5.8, 8.6.2, 8.6.3, 8.7, 8.8, Article 9, Article 10,
      Article 11, Article 12, Article 13, Article 14, Article 15, 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 the termination
      of any rights hereunder.

     

    15.25  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.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
      as
      a sealed instrument in their names by their properly and duly authorized
      officers or representatives.

     

    
      	
              HANA

              BIOSCIENCES,
                INC.

              by
                its authorized signatory:

            	
              INEX
                PHARMACEUTICALS

              CORPORATION

              by
                its authorized signatory:

            
	 	 
	
                
                /s/ Mark J. Ahn

              Mark
                J. Ahn

              President
                and Chief Executive Officer

            	
                
                /s/ Timothy Ruane

              Timothy
                Ruane 

              President
                and Chief Executive Officer

            


    

     

    



    
      
        
        

      

      
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