Portions of this exhibit marked [*] are requested to be treated confidentially.
PRIVATE & CONFIDENTIAL
This Agreement is made and effective this May 1, 2008 (the “Effective Date”) by and between:
Stichting Antoni van Leeuwenhoek Ziekenhuis whose registered office is at Plesmanlaan 121, 1066 CX Amsterdam, The
Netherlands, legally represented by S. Rodenhuis (“AVL”), and Adherex Technologies Inc. with an office at 4620 Creekstone
Drive, Suite 200, Durham, NC 27703 USA, legally represented by Dr. William P. Peters (“Adherex”).
NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, AVL and Adherex agree as
4620 Creekstone Drive, Suite 200 • Durham, North Carolina • 27703
Tel: (919) 484-8484 • Fax: (919) 484-8001 • www.adherex.com
Technology Transfer Office , Room DC208
Attn. Mr. J. van der Hel, legal Adviser
1066 CX Amsterdam
[*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
A. AVL has previously generated data in connection with the performance of a study with sodium thiosulfate (“STS”)
entitled “Ototoxicity in a Randomized Phase III Trial of Intra-Arterial Compared With Intravenous Cisplatin
Chemoradiation in Patients with Locally Advanced Head and Neck Cancer” (as published by CL Zuur et al. J Clin
Oncol 2007; 25(24):3759-65) (the “Published Data”);
B. AVL is planning further research with STS under the project identified in Schedule 1 (the “Follow-up Study”) in which
related four-year ototoxicity status, disease status and survival data from the above Phase III trial is expected to be
generated (collectively with the Published Data, the “Licensed Data”);
C. Adherex is desirous of obtaining a worldwide, exclusive license to the Licensed Data for purposes of submissions to
regulatory agencies worldwide;
D. AVL is willing to grant such an exclusive license on the terms and conditions h