identify and capitalize on possible collaboration, strategic partnering, acquisition or divestiture opportunities

Exhibit 10.45

ASSET PURCHASE AGREEMENT

This Agreement is dated as of the 18th day of December, 2008.

AMONG:

ONCOTHYREON CANADA INC., a Canadian corporation with offices located at Edmonton, Alberta (“Oncothyreon Canada”)

AND:

BIOMIRA MANAGEMENT, INC., a Delaware corporation with offices located at Seattle, Washington (“Biomira Management”)

AND:

ONCOTHYREON INC., a Delaware corporation with offices located at Seattle, Washington (“Oncothyreon Parent”)

(Oncothyreon Canada, Biomira Management and Oncothyreon Parent hereinafter collectively referred to as “Oncothyreon”)

AND:

MERCK KGaA, a German corporation with offices located at Darmstadt, Germany (“Merck”)

AND:

EMD SERONO CANADA INC., an Ontario corporation with offices located at 2695 North Sheridan Way, Suite 200, Mississauga, Ontario (“EMD”), an affiliate of Merck

     WHEREAS Merck and Biomira Management will be entering into an amended and restated license agreement pursuant to which Biomira Management will license to Merck, inter alia, certain manufacturing rights in relation to the manufacture of BLP25;

     AND WHEREAS Oncothyreon Canada and Biomira Management have agreed to sell certain assets related to the manufacture of BLP25 to EMD and Merck and EMD and Merck have agreed to purchase such assets from Oncothyreon Canada and Biomira Management, all upon the terms and subject to the conditions set forth in this Agreement;

     AND WHEREAS EMD and Oncothyreon Canada have agreed on certain matters in respect of certain employees of Oncothyreon Canada;

     NOW THEREFORE in consideration of the representations, warranties, covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the parties hereto covenant and agree as follows:

ARTICLE 1
INTERPRETATION

Section 1.1 Definitions

     In this Agreement, unless otherwise provided, the following terms shall have the following meanings:

	1.1.1		“Adjustment Date” has the meaning set out in Section 5.4;
	1.1.2		“Affiliate” means any business entity that directly or indirectly controls, is controlled by, or is under common control with either party to this Agreement. A business entity shall be deemed to “control” another business entity if it owns, directly or indirectly, more than fifty (50%) percent of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity. If the laws of the jurisdiction in which such business entity operates prohibit ownership by a party of more than fifty percent (50%), control shall be deemed to exist at the maximum level of ownership allowed by such jurisdiction;
	1.1.3		“Agreement” means this asset purchase agreement, together with any amendments to or replacements of or substitutions for this asset purchase agreement;
	1.1.4		“Applicable Law” means

	1.1.4.1		any applicable domestic or foreign law including any statute, subordinate legislation or treaty, and
	1.1.4.2		any applicable guideline, directive, rule, standard, requirement, policy, order, judgment, injunction, award or decree of a Governmental Authority having the force of law;

	1.1.5		“Assets” means all of Oncothyreon’s right, title and interest in and to all of the assets that Oncothyreon uses to carry on the Purchased Business as of December18, 2008 (or in the six months prior to December18, 2008, has used to carry on the Purchased Business subject to ordinary course of business changes, sales, replacements, alterations, disposals, usage, breakage, and the like, during such period) including, without limiting the generality of the foregoing: (i) the Lease; (ii) the Leased Premises Assets; (iii) the Manufacturing Contracts; (iv) the Inventory Assets; and (v) the Other Assets but excluding for greater certainty the Excluded Assets;
	1.1.6		“Assumed Liabilities” has the meaning set out in Section 2.7;
	1.1.7		“Books and Records” means: the books, records and accounts of the Purchased Business and includes, without limitation, all material documents, data, information and correspondence (including general correspondence in writing or

			electronic form) in the possession or control of Oncothyreon and to the extent not originals, means true and complete copies of such instruments, whether on paper or in electronic format;
	1.1.8		“BLP25” means BLP25 as defined in the License Agreement;
	1.1.9		“Business Day” means a day other than a Saturday, Sunday or statutory holiday in Alberta, Canada or Ontario, Canada;
	1.1.10		“Claim” means any claim, demand, assessment, action, suit, proceeding, investigation, cause of action, notice of action, litigation, judgement, order or decree;
	1.1.11		“Closing” means the completion of the purchase and sale of the Assets and the assumption by EMD and Merck of the Assumed Liabilities and the Transferred Employees as contemplated by this Agreement on the Closing Date;
	1.1.12		“Closing Date” means the 18th day of December, 2008 or such other date as EMD/Merck and Oncothyreon may agree upon in writing;
	1.1.13		“Closing Time” means 11:00 a.m. (Edmonton time) on the Closing Date, or such other time as may be agreed to by EMD/Merck and Oncothyreon in writing;
	1.1.14		“Confidential Information” is any and all information of a confidential nature concerning Oncothyreon, EMD/Merck, the respective business and affairs of Oncothyreon and EMD/Merck and the Purchased Business received in connection with this Agreement and the prior relationships or collaborations between Oncothyreon and EMD/Merck;
	1.1.15		“Disclosed Personal Information” has the meaning set forth in Section 5.3;
	1.1.16		“Disclosure Schedule” means schedule set out as Schedule N to this Agreement;
	1.1.17		“Environmental Law” means any Applicable Law relating to the environment including those pertaining to

	1.1.17.1		reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence or Release, or the threat of the same, of Hazardous Substances, and
	1.1.17.2		the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances, including those pertaining to occupational health and safety;

	1.1.18		“Excluded Assets” means those items described in Schedule O to this Agreement;
	1.1.19		“Excluded Liabilities” has the meaning set out in Section 2.8;

	1.1.20		“Governmental Authority” means any domestic or foreign legislative, executive, judicial or administrative body or person having jurisdiction in the relevant circumstances;
	1.1.21		“Hazardous Substance” means any substance or material that is prohibited, controlled or regulated by any Governmental Authority pursuant to Environmental Laws including pollutants, contaminants, dangerous goods or substances, toxic or hazardous substances or materials, wastes (including solid non-hazardous wastes and subject wastes), petroleum and its derivatives and by-products and other hydrocarbons, all as defined in or pursuant to any Environmental Law;
	1.1.22		“Indemnified Party” means a Party to this Agreement who is seeking indemnification pursuant to Article 4 of this Agreement;
	1.1.23		“Indemnifying Party” means a Party to this Agreement from whom the Indemnified Party is seeking indemnification pursuant to Article 4 of this Agreement;
	1.1.24		“Inventory Assets” means all of Oncothyreon’s right, title and interest in those inventory assets specified in Schedule A to this Agreement;
	1.1.25		“Key Employees” means those employees listed and identified as such in Schedule H;
	1.1.26		“Lease” means that certain lease agreement made as of the 18th day of December, 2008 between Edmonton Economic Development Corporation and Oncothyreon Canada;
	1.1.27		“Leased Premises Assets” means all of Oncothyreon’s right, title and interest in those leased premises assets specified in Schedule B to this Agreement;
	1.1.28		“License Agreement” means that certain amended and restated license agreement dated December 18, 2008 and made between Merck and Biomira Management, together with any amendments to or replacements of or substitutes for such amended and restated license agreement;
	1.1.29		“Losses” means any and all claims, liabilities, obligations, losses, costs, expenses (including reasonable legal, accounting and similar expenses), fines, taxes, levies, deficiencies, assessments, charges, penalties, damages, settlements and judgments (the amount of which to be determined on an after tax basis, after taking full account of any tax benefit but after taking full account of the tax consequences of an indemnity payment in respect of a Loss), provided, however, that the term “Losses” shall exclude (i) any losses covered under any third party insurance policy, if any, to the extent that the proceeds from insurance are actually received by the Indemnified Party, (ii) the amount of any recovery, settlement or payment by or against another person, other than the Indemnified Party, who may be liable in whole or in part for any such loss, to the extent that such amounts are actually

			received by the Indemnified Party, and (iii) any indirect, special or consequential damages or loss of profits;
	1.1.30		“Manufacturing Contracts” means all of Oncothyreon’s right, title and interest in those contracts related to the development, manufacture, testing and release of BLP25 set forth in Schedule C to this Agreement;
	1.1.31		“Material Adverse Effect” means, when used in connection with the Purchased Business, any change, event, violation, inaccuracy, circumstance or effect that is or could reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition, results of operations of the Purchased Business;
	1.1.32		“Notice of Claim” means a written notice from an Indemnified Party to an Indemnifying Party of any event, omission or occurrence which the Indemnified Party has determined will or could give rise to Losses which are indemnifiable under this Agreement;
	1.1.33		“Other Assets” means, when used in connection with the Purchased Business, all of Oncothyreon’s right, title and interest in the assets listed in Schedule D to this Agreement;
	1.1.34		“Party” means a party to this Agreement and “Parties” means all of them;
	1.1.35		“Personal Information” has the meaning set forth in Section 5.3;
	1.1.36		“Premises” means the premises that are the subject of the Lease;
	1.1.37		“Privacy Laws” has the meaning set forth in Section 5.3;
	1.1.38		“Purchase Price” has the meaning set forth in Section 2.1;
	1.1.39		“Purchased Business” means, solely in relation to BLP25, all activities at present and generally during the six (6) month period preceding the Closing Date carried on by Oncothyreon on a global basis specifically related to the business of developing or optimizing manufacturing processes, developing or optimizing drug substances, drug products and drug product presentations, developing or optimizing analytical test methods, manufacturing, testing, releasing and supplying BLP25;
	1.1.40		“Release” means any release or discharge of any Hazardous Substance including any discharge, spray, injection, inoculation, abandonment, deposit, spillage, leakage, seepage, pouring, emission, emptying, throwing, dumping, placing, exhausting, escape, leach, migration, dispersal, dispensing or disposal;
	1.1.41		“Specifications” means, with respect to the Inventory Assets, the specifications in relation thereto set forth in Schedule P hereto; and

1.1.42

“Transferred Employees” means those employees of Oncothyreon employed in connection with the Purchased Business whose names are set forth in Schedule E to this Agreement.

Section 1.2 Interpretation

	In this Agreement:
	1.2.1		the inclusion of headings and a table of contents are for convenience of reference only and are not to be considered or taken into account in construing the provisions of this Agreement or to in any way qualify, modify or explain the effect of any such provisions;
	1.2.2		unless the context otherwise requires, references to an Article, Section, Subsection, paragraph or Schedule, by number, letter or otherwise refer to the article, section, subsection, paragraph or schedule, as the case may be, bearing that designation in this Agreement;
	1.2.3		words importing the singular shall include the plural and vice versa and words importing a particular gender shall include all genders;
	1.2.4		wherever the words “include”, “includes” or “including” are used, they shall be deemed to be followed by the words “without limitation” and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list;
	1.2.5		the words “hereof”, “herein”, “hereto”, “hereinafter”, “hereunder”, “herby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular section or portion of it;
	1.2.6		all monetary amounts are expressed in United States currency;
	1.2.7		where a term is defined in this Agreement, a derivative of that term shall have a corresponding meaning unless the context otherwise requires; and
	1.2.8		the term “actual knowledge of Oncothyreon” shall refer to the actual knowledge of Robert Kirkman, Ed Taylor and Gary Christianson.

Section 1.3 Business Days

     If, pursuant to this Agreement, a notice must be given or an action taken within a specified period or on or before a specified date and such period ends on, or such date falls on a day that is not a Business Day, such notice may be given or such action may be taken on the next succeeding day which is a Business Day.

Section 1.4 Schedules

     The following Schedules are attached hereto and form a part of this Agreement:

Schedule A — Inventory Assets
Schedule B — Leased Premises Assets
Schedule C — Manufacturing Contracts
Schedule D — Other Assets
Schedule E — Transferred Employees
Schedule F — Assumed Liabilities
Schedule G — Allocation of Purchase Price
Schedule H — Key Employees
Schedule I — Form of Non-Competition Agreement
Schedule J — Form of Employment Agreement — Key Employees
Schedule K — Form of Employment Agreement — Non-Key Employees
Schedule L — Legal Opinions — Oncothyreon’s Counsel
Schedule M — Form of Press Release
Schedule N — Disclosure Schedule
Schedule O — Excluded Assets
Schedule P — Specifications

Wherever any term or condition, express or implied, of such Schedules conflicts or is at variance with any term or condition in the body of this Agreement, such term or condition in the body of this Agreement shall prevail.

ARTICLE 2
AGREEMENT OF PURCHASE AND SALE

Section 2.1 Agreement of Purchase and Sale of Assets

	Subject to the terms and conditions hereinafter set forth, Oncothyreon hereby agrees to:
	2.1.1		sell, assign, transfer and convey its entire right, title and interest in the Assets (other than the Inventory Assets) to EMD and EMD agrees to purchase Oncothyreon’s right, title and interest in the Assets (other than the Inventory Assets) from Oncothyreon; and
	2.1.2		sell, assign, transfer and convey its entire right, title and interest in the Inventory Assets to Merck and Merck agrees to purchase Oncothyreon’s right, title and interest in the Inventory Assets from Oncothyreon;
	for the aggregate purchase price of U.S. $2,526,752.03 (the “Purchase Price”), subject to adjustment as provided in Section 2.5, which Purchase Price shall be payable by EMD and Merck to Oncothyreon in accordance with Section 2.3.

Section 2.2 Closing Time

     The purchase and sale of the Assets shall be effective as of the Closing Time.

Section 2.3 Payment of Purchase Price

     The Purchase Price shall be paid as follows:

	2.3.1		U.S.$547,597.42 to Oncothyreon Canada from EMD for the Leased Premises Assets, the Lease, the Manufacturing Contracts and the Other Assets; and
	2.3.2		U.S.$1,979,154.61 to Biomira Management from Merck for the Inventory Assets

     The Purchase Price shall be paid in full by EMD and Merck to Oncothyreon Canada and Biomira Management as set forth above at Closing by way of wire transfer of immediately available funds to a bank designated by them or by such other means as Oncothyreon Canada and Biomira Management may designate in writing.

Section 2.4 Allocation of Purchase Price

     The Purchase Price shall be allocated among the Assets in the manner described in Schedule G to this Agreement.

Section 2.5 Adjustment

     The Purchase Price has been determined in part on the basis that the Inventory Assets have a value of U.S.$1,979,154.61 as of the date hereof. The Inventory Assets located at the facilities of Oncothyreon Canada in Edmonton, Alberta will be confirmed as at the close of business on the Business Day before the Closing Date by a physical count supervised jointly by representatives of Oncothyreon and EMD/Merck. The Inventory Assets located at Baxter Pharmaceutical Solutions LLC (“Baxter”) in Bloomington, Indiana, will be confirmed as at the close of business on the Business Day before the Closing Date by Biomira Management. If the value of the Inventory Assets is less than the portion of the Purchase Price allocated to such Assets in Schedule G hereto, the portion of the Purchase Price payable to Biomira Management shall be decreased by the difference. If the value of the Inventory Assets exceeds the portion of the Purchase Price allocated to such Assets in Schedule G hereto, the portion of the Purchase Price payable to Biomira Management shall be increased by the difference.

Section 2.6 Goods and Services Tax and Sales Tax

     Where tax is otherwise required to be collected by Oncothyreon pursuant to Part IX of the Excise Tax Act (Canada), Oncothyreon and EMD agree that they will make a joint election pursuant to subsection 167(1) of the Excise Tax Act (Canada) in prescribed form, if applicable. If the election is not available to Oncothyreon and EMD for any reason, Oncothyreon shall invoice EMD for the Goods and Services Tax associated with the transfer of the Assets and EMD shall pay the Goods and Services Tax to Oncothyreon, as well as any interest or penalties for which Oncothyreon is liable as a result of having made the election hereunder. Without duplication, EMD agrees to pay any other applicable transfer, value added and/or sales taxes payable upon Closing or upon registration of title to the Assets, as applicable.

Section 2.7 Assumed Liabilities

     Subject to Closing, EMD and Merck agree to assume, pay, discharge, perform and fulfill on and after the Closing Time the following obligations and liabilities of Oncothyreon with respect to the Assets and the Transferred Employees (collectively, the “Assumed Liabilities”):

2.7.1

those obligations and liabilities set forth in Schedule F; and

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DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

2.7.2

all obligations required to be performed after the Closing Time pursuant to the Manufacturing Contracts and the Lease, provided that EMD and Merck shall not assume any obligations that arise after the Closing Time but relate to liabilities occurring prior to the Closing Time.

Section 2.8 Excluded Liabilities

     Except as set forth in Section 2.7 or otherwise specifically set forth in this Agreement, EMD does not and will not assume or otherwise become liable in any way for any obligations and liabilities of Oncothyreon whatsoever that may be or become payable by Oncothyreon in relation to the Assets and/or the Transferred Employees arising before the Closing Time, including but not limited to any taxes resulting from or arising as a consequence of the sale of the Assets by Oncothyreon to EMD (“Excluded Liabilities”).

Section 2.9 Transferred Employees

     EMD covenants and agrees to offer employment to each of the Transferred Employees, immediately following the Closing Time, on the terms and pursuant to the offer letters provided by EMD to Oncothyreon Canada under cover of EMD’s letter of December 18, 2008. EMD agrees to recognize the length of service accrued by each Transferred Employee with Oncothyreon for statutory purposes only. Oncothyreon shall be responsible for paying to each of the Transferred Employees all unpaid wages, salaries, bonuses, holiday pay, vacation pay, termination pay, severance pay, change of control payments and any retention payments arising from the Transferred Employees’ employment with Oncothyreon and the cessation of employment with Oncothyreon.

Section 2.10 As Is

	Except as specifically set forth in Section 3.1 and 3.4 of this Agreement:
	2.10.1		EMD and Merck acknowledge and agree that all of the Assets are being sold by Oncothyreon to EMD and Merck, as the case may be, under this Agreement on an “as is where is” basis; and
	2.10.2		Oncothyreon makes no representation or warranty, whether express or implied, with respect to the Assets and/or the Transferred Employees including, without limitation, any representation as to fitness for a particular purpose or merchantable quality.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties — Oncothyreon

     Oncothyreon (jointly and severally) represents and warrants to EMD/Merck that, except as set out in the Disclosure Schedule:

3.1.1

Oncothyreon Canada has been duly incorporated and organized and is a validly subsisting corporation under the laws of Canada;

 

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DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

	3.1.2		Biomira Management has been duly incorporated and organized and is a validly subsisting corporation under the laws of Delaware;
	3.1.3		Oncothyreon Parent has been duly incorporated and organized and is a validly subsisting corporation under the laws of Delaware;
	3.1.4		Oncothyreon has all requisite power and authority to enter into and perform all of its obligations under this Agreement;
	3.1.5		the execution, delivery and performance by Oncothyreon of this Agreement has been duly and validly authorized by all necessary action of Oncothyreon;
	3.1.6		this Agreement is a valid and binding obligation of Oncothyreon enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and the discretionary nature of certain remedies (including specific performance and injunctive relief);
	3.1.7		the execution and delivery of this Agreement by Oncothyreon and the consummation by Oncothyreon of the transactions contemplated by this Agreement have been duly and validly authorized and will not violate, nor be in conflict with, in either case in a material adverse manner:

	3.1.7.1		any of the articles, by-laws or charter documents of Oncothyreon;
	3.1.7.2		any provisions of any agreement or instrument to which Oncothyreon is a party or by which it is bound; or
	3.1.7.3		any law applicable to Oncothyreon or the Assets;

	3.1.8		there are no liens for taxes upon the Assets, except for statutory liens for current taxes not yet due;
	3.1.9		Oncothyreon Canada is a GST registrant and has a subsisting GST registration number of 106795784RT0001;
	3.1.10		Oncothyreon Canada is not a non-resident of Canada within the meaning of the Income Tax Act (Canada);
	3.1.11		Oncothyreon has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated by this Agreement for which EMD shall have any obligation or liability;
	3.1.12		the Assets are all of the material assets used in carrying on of the Purchased Business;
	3.1.13		no portion of the Purchased Business is being conducted by anyone other than Oncothyreon;

	3.1.14		subject to the provisions thereof, Oncothyreon is the legal and beneficial owner of the Assets, with good and marketable title thereto free and clear of all mortgages, charges, liens, pledges, claims, security interests and other encumbrances of whatsoever nature, and Oncothyreon has good right, power and authority to sell and assign the Assets to EMD in the manner provided in this Agreement;
	3.1.15		Oncothyreon is not in material default, nor has it received any written notice of material default, under any agreements relating to the Assets or any of them and Oncothyreon has no actual knowledge of any substantial physical damage to or alteration in or to the Assets, or any of them, which would materially adversely affect the Assets;
	3.1.16		the Inventory Assets will meet the Specifications upon the release thereof as contemplated in Section 3.4.2;
	3.1.17		Oncothyreon is not a party to any material contract or commitment relating to the Purchased Business outside the usual and ordinary course of the Purchased Business;
	3.1.18		the Lease and the Manufacturing Contracts are in full force and effect and Oncothyreon is not in breach or default in any material respect under the Lease and/or any of the Manufacturing Contracts;
	3.1.19		Oncothyreon is not a party to or bound by any guarantee, indemnification, surety or similar obligation pertaining to the Purchased Business;
	3.1.20		except for the Lease, Oncothyreon is not a party to any lease or agreement in the nature of a lease for real property, whether as lessor or lessee pertaining to the Purchased Business;
	3.1.21		none of Oncothyreon or any of its subsidiaries has any agreement, option or commitments to acquire any securities of any corporation or to acquire or lease any real property or material assets to be used in or in connection with the Purchased Business other than, in the latter case, those assets that are to be used in the usual and ordinary course of business of the Purchased Business;
	3.1.22		there are no material claims, proceedings, actions, lawsuits, administrative proceedings or governmental investigations to the actual knowledge of Oncothyreon in existence or contemplated or threatened against or with respect to Oncothyreon or the Assets which could result in impairment or loss of the Assets or which might otherwise materially adversely affect the Assets;
	3.1.23		Oncothyreon has not received any written notice of violation or alleged violation of:

	3.1.23.1		the provisions of any of its contracts; or
	3.1.23.2		any Applicable Laws;

 

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DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

which, in either case, could materially adversely effect the Assets;

	3.1.24		the operation of the Assets is in compliance with all Applicable Laws;
	3.1.25		all material consents, licenses, permits and approvals required for the operation of the Assets have been obtained and are in good standing in all material respects;
	3.1.26		other than this Agreement, there is no agreement, option or other right or privilege outstanding in favour of any person for the purchase from Oncothyreon of any or all of the Assets;
	3.1.27		the Books and Records have been maintained in the usual and ordinary course, consistent with past practice and all material transactions relating to the Purchased Business have been accurately recorded in such Books and Records and, other than in the ordinary course of business, such Books and Records have not been altered nor has any information been destroyed;
	3.1.28		other than where the contrary would not materially and adversely impact title to, or the value of, the Assets or would not create any liability or obligation of EMD following the Closing Time:

	3.1.28.1		Oncothyreon has not received any written notice of any non-compliance with any Environmental Law;
	3.1.28.2		Oncothyreon has not received any order or directive which relates to environmental matters and which requires any work, repairs, construction or capital expenditure;
	3.1.28.3		Oncothyreon has not received any demand or notice with respect to the breach of any Environmental Law applicable to Oncothyreon or the Purchased Business;
	3.1.28.4		to the actual knowledge of Oncothyreon, there are no claims, investigations or inquiries pending or threatened against Oncothyreon based on non-compliance with any Environmental Law;
	3.1.28.5		Oncothyreon has not received any claim, complaint, notice, letter of violation, inquiry or request for information involving any matter which remains unresolved as of the date hereof with respect to any alleged violation of any Environmental Law or regarding potential liability under any Environmental Law; and
	3.1.28.6		there are no sites, locations or operations at which Oncothyreon is currently undertaking, or has completed, any removal, remedial or response action relating to any disposal or Release of environmental contaminants, as required by Environmental Laws;

	3.1.29		there are no environmental permits used in or required to carry on the Purchased Business in its usual or ordinary course;
	3.1.30		Oncothyreon has not used the Leased Premises Assets or any facilities pertaining to the Purchased Business, or permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all material respects with all Environmental Laws;
	3.1.31		Oncothyreon has provided EMD with copies of all analyses and monitoring data for soil, groundwater and surface water and all reports pertaining to any environmental assessments or audits relating to the Purchased Business that were obtained by, or are in the possession or control of, Oncothyreon;
	3.1.32		Oncothyreon does not have any outstanding bonds, debentures, mortgages, notes or other indebtedness and is not subject to any agreement to create any bonds, debentures, mortgages, notes or other indebtedness, including guarantees, indemnifications or like obligations and liabilities, relating to the Assets except for operating and other costs relating to the Assets which are or will be incurred in the ordinary course of Oncothyreon’s business;
	3.1.33		Oncothyreon is not a party to or bound by any contract or commitment to pay any management fee pertaining to the Purchased Business;
	3.1.34		Oncothyreon does not have any written employment contract relating to the Purchased Business with any person whomsoever;
	3.1.35		there are no consultants engaged by Oncothyreon or any of its Affiliates in connection with the Purchased Business;
	3.1.36		since June 30, 2008, there have been no changes in the terms and conditions of employment of any employees of the Purchased Business, including their salaries, remuneration or any other payments to them, and there have been no changes in any remuneration payable or benefits provided to any officer, director, consultant or independent contractor of the Purchased Business and Oncothyreon has not agreed or otherwise become committed to change any of the foregoing since that date;
	3.1.37		there are no benefit plans, programs, agreements or arrangements (whether written or unwritten) maintained, contributed to, or provided by Oncothyreon or any Affiliate thereof for the benefit of any of its employees, former employees or independent contractors of Oncothyreon employed or retained in connection with the Purchased Business or their respective dependants or beneficiaries (the “Benefit Plans”) including all bonus, deferred compensation, incentive compensation, share purchase, share option, stock appreciation, phantom stock, savings, profit sharing, severance or termination pay, health or other medical, life, disability or other insurance (whether insured or self-insured), supplementary unemployment benefit, pension, retirement and supplementary retirement plans,

Section 3.2 Representations and Warranties — EMD and Merck

     EMD and Merck (jointly and severally) represent and warrant to Oncothyreon that:

	3.2.1		EMD has been duly incorporated and organized and is a validly subsisting corporation under the laws of Ontario;
	3.2.2		Merck has been duly incorporated and organized and is a validly subsisting corporation under the laws of Germany;
	3.2.3		EMD has all requisite power and authority to enter into and perform all of its obligations under this Agreement;
	3.2.4		Merck has all requisite power and authority to enter into and perform all of its obligations under this Agreement;
	3.2.5		the execution, delivery and performance by EMD and Merck of this Agreement has been duly and validly authorized by all necessary action of EMD and Merck and this Agreement is a valid and binding obligation of EMD and Merck enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally and the discretionary nature of certain remedies (including specific performance and injunctive relief);

+

DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

3.2.6

the execution and delivery of this Agreement by EMD and Merck and the consummation by EMD and Merck of the transactions contemplated by this Agreement have been duly and validly authorized and will not violate, nor be in conflict with, in either case in a material adverse manner:

	3.2.6.1		any of the articles, by-laws or charter documents of EMD or Merck, as the case may be;
	3.2.6.2		any provisions of any agreement or instrument to which EMD and/or Merck is a party or by which it is bound; or
	3.2.6.3		any law applicable to EMD and/or Merck or the Assets;

	3.2.7		EMD is a GST registrant and has a subsisting GST registration number of ###-###-#### RT; and
	3.2.8		neither EMD nor Merck has incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated by this Agreement for which Oncothyreon shall have any obligation or liability.

Section 3.3 Survival

     The representations and warranties set forth in Sections 3.1 and 3.2 hereof shall be deemed to have been made again on the Closing Date and

	3.3.1		the representations and warranties set forth in Sections 3.1.5 and 3.1.16 shall continue in full force and effect following the Closing Date; and
	3.3.2		all other representations and warranties shall continue in full force and effect until the expiration of a period of one (1) year from the Closing Date.

Section 3.4 Inventory Asset Specifications

	3.4.1		Notwithstanding any other provision to the contrary in this Agreement, the sole liability of Oncothyreon in relation to the Inventory Assets (including, without limitation, the representation and warranty in Section 3.1.16 of this Agreement) shall be to refund to Merck the amount paid by Merck pursuant to this Agreement and / or the Amended and Restated Supply Agreement (2006) (less any amount paid by Oncothyreon to Baxter Pharmaceutical Solutions LLC) in respect of any Inventory Assets which, after complying with Section 3.4.2, are found not to conform with the Specifications.
	3.4.2		The Parties agree, notwithstanding any provision to the contrary in this Agreement or any other agreement, that Merck shall be responsible for properly releasing the Inventory Assets and shall diligently pursue all such actions (including without limitation under the Manufacturing Contracts) that are necessary and/or desirable to permit the Inventory Assets to be released in a timely manner in accordance with the applicable Specifications. The Parties shall cooperate in such regard. If, after complying with its obligations above, Merck

ARTICLE 4
INDEMNIFICATION

Section 4.1 Oncothyreon Indemnification

     Subject to the limitations set forth in Sections 3.4 and 4.3, Oncothyreon (jointly and severally) agrees to indemnify EMD and Merck against and hold EMD and Merck harmless from any and all Losses which EMD and Merck may suffer or incur as a result of, in respect of or arising out of:

	4.1.1		a breach of the representations and warranties of Oncothyreon under this Agreement;
	4.1.2		a breach of any covenant or agreement of Oncothyreon contained in this Agreement;
	4.1.3		subject to EMD and Merck complying with their obligations under this Agreement in relation to the Transferred Employees, any liability relating to the employment in connection with the Purchased Business by Oncothyreon of any employees of Oncothyreon other than Transferred Employees who accept job offers with EMD and/or Merck; and
	4.1.4		any Excluded Liabilities.

Notwithstanding any other provision herein, the liability of Oncothyreon and the indemnity granted by Oncothyreon to EMD and Merck pursuant to Section 4.1.1 shall only apply if written notice of such claim hereunder together with reasonable particulars is provided to Oncothyreon within one (1) year following the Closing Date, provided that such time limitation shall not apply

+

DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

in respect of a breach of the representation or warranty contained in Sections 3.1.5 and 3.1.16 or a breach of the representations, warranties, covenants or agreements of Oncothyreon that is based upon fraud. The liability of Oncothyreon and the indemnity granted by Oncothyreon to EMD and Merck pursuant to Sections 4.1.2, 4.1.3 and 4.1.4 shall survive the Closing Date and continue in full force indefinitely.

Section 4.2 EMD and Merck Indemnification

EMD and Merck, jointly and severally, agree to indemnify Oncothyreon against and hold Oncothyreon harmless from any and all Losses which Oncothyreon may suffer or incur as a result of, in respect of or arising out of:

	4.2.1		a breach of the representations and warranties of EMD and/or Merck under this Agreement;
	4.2.2		a breach of any covenant or agreement of EMD and/or Merck contained in this Agreement; and
	4.2.3		any Assumed Liabilities.

Notwithstanding any other provision in this Agreement, the liabilities of EMD and Merck and the indemnities granted by EMD and Merck to Oncothyreon pursuant to Section 4.2.1 shall only apply if written notice of such claim hereunder together with reasonable particulars is provided to EMD and Merck within one (1) year following the Closing Date, provided that such time limitation shall not apply in respect of a breach of the representations, warranties, covenants or agreements of EMD that is based upon fraud. The liabilities of EMD and Merck and the indemnities granted by EMD and Merck to Oncothyreon pursuant to Sections 4.2.2 and 4.2.3 shall survive the Closing Date and continue in full force indefinitely.

Section 4.3 Limitations on Liabilities and Indemnities

     Notwithstanding anything to the contrary set out in this Agreement:

	4.3.1		other than claims under Section 3.4 hereof or claims in respect of Section 3.1.5 hereof, neither EMD nor Merck shall be entitled to recover any losses, damages or costs (including without limitation Losses) from Oncothyreon as a result of the indemnities set out in Section 4.1 hereof or otherwise under this Agreement until the aggregate amount of such losses, damages or costs equals or exceeds the sum of $50,000 ;
	4.3.2		the sum of $1,500,000 (plus any amounts properly owing by Oncothyreon to Merck pursuant to Section 3.4 hereof) represents the maximum aggregate liability of Oncothyreon under this Agreement and as such the maximum aggregate amount of the losses, damages and costs (including without limitation Losses) that EMD and Merck are entitled to recover from Oncothyreon as a result of the indemnities set out in Section 4.1 hereof or otherwise under this Agreement other than claims made in relation to a breach of Section 3.1.5 in which case the maximum aggregate liability of Oncothyreon under this Agreement shall be

	4.3.4.1		any net tax benefit to the Indemnified Party; or
	4.3.4.2		any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against another person;

then, to the extent such reduction was not considered in determining the payment from the Indemnifying Party, the amount of such reduction shall promptly be repaid by the Indemnified Party to the Indemnifying Party. Upon making payment in full in respect of the Loss, the Indemnifying Party shall, to the extent of such payment, unless expressly prohibited pursuant to the written terms of any relevant insurance policy, be subrogated to all rights of the Indemnified Party against any third party in respect of such Loss and the Indemnified Party shall, at the request of the Indemnifying Party, assign all such rights to the Indemnifying Party on an “as is where is” basis;

	4.3.5		no Party shall have the right to bring any proceedings against any other Party for a breach of any representation, warranty, covenant or agreement contained in this Agreement, except for a proceeding brought in accordance with the provisions of this Article 4; and
	4.3.6		no Party shall have any liability to any other Party or any other person pursuant to this Agreement for any special, indirect or consequential damages, including but not limited to loss of profits, loss of business opportunities or loss of business investment.

Section 4.4 Claim for Indemnity

4.4.1

The Indemnified Party shall notify the Indemnifying Party by a Notice of Claim which shall be given promptly after the Indemnified Party becomes aware of its own claim or that of a third party. A Notice of Claim shall specify in reasonable detail the nature and any particulars of the event, omission or occurrence giving rise to a right of indemnification hereunder. With respect to any Notice of Claim, other than a third party claim, following receipt of Notice of Claim from the Indemnified Party, the Indemnifying Party shall have thirty (30) days to make such investigation of the Claim as is considered necessary or desirable. For the

			purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate the Claim, together with all such other information as the Indemnifying Party may reasonably request. If both Parties agree at or prior to the expiration of such thirty (30) day period (or any mutually agreed upon extension thereof) to the validity and amount of such Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full agreed upon amount of the Claim, failing which the matter shall be determined by a court of competent jurisdiction.
	4.4.2		The Indemnified Party shall diligently and vigorously defend and contest each third party claim, demand, suit, action or proceeding which may become or does become the subject of a Notice of Claim, and, in any event, shall do so in the same manner as it would defend and contest a matter for which it was not indemnified. With respect to any third party claim, demand, suit, action or proceeding which is the subject of a Notice of Claim, the Indemnifying Party shall, in good faith and at its own expense, be entitled to defend, contest or otherwise protect against any such claim, demand, suit, action or proceeding with legal counsel of its own selection, unless otherwise agreed in writing at the Indemnifying Party’s option with the Indemnified Party. The Indemnified Party shall have the right to participate, at its own expense, in the defence thereof through counsel of its own choice and shall assert any and all cross claims or counterclaims it may have. So long as the Indemnifying Party is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnified Party shall at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records reasonably available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnifying Party. In the event that the Indemnifying Party fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action or proceeding, the Indemnified Party (i) shall have the right to defend, contest and assert cross claims or counterclaims, or otherwise protect against, the same; and (ii) may make any compromise or settlement thereof, provided that the Indemnified Party shall not settle or dispose of any such matter without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld.

20

Section 5.1 Covenants of Oncothyreon

5.1.1

Except as otherwise contemplated by the Agreement or consented to in writing by EMD, from the date of this Agreement until Closing, Oncothyreon covenants and agrees with EMD as follows:

	5.1.1.1		to carry on the Purchased Business in the usual and ordinary course, consistent with past practice, provided that all acts and proceedings involving a commitment in excess of $25,000 or for more than three months duration will be subject to the prior approval of EMD, which approval will not be unreasonably withheld;
	5.1.1.2		to use all reasonable commercial efforts to preserve intact the Assets and the Purchased Business, organization and goodwill, to keep available the employees of the Purchased Business as a group and to maintain satisfactory relationships with suppliers and others with whom the Purchased Business has business relationships;
	5.1.1.3		to use all reasonable commercial efforts to cause its current insurance policies with respect to the Purchased Business not to be cancelled or terminated or any other coverage thereunder to lapse, unless simultaneously with such terminations, cancellation or lapse, replacement policies underwritten by insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies, and where possible, for substantially similar premiums, are in full force and effect;
	5.1.1.4		with their December 31, 2008 pay packages, Oncothyreon Canada shall pay to the Transferred Employees all unpaid wages, bonuses, salaries, holiday pay, vacation pay, termination pay, severance pay, change of control payments and retention payments due up to such date (with EMD to reimburse Oncothyreon Canada for such payments relating to the period from the Closing Time to December 31, 2008 as per the transition services agreement with respect thereto entered into between EMD and Oncothyreon Canada);
	5.1.1.5		to promptly advise EMD in writing of the occurrence of any Material Adverse Effect in respect of the Purchased Business or of any facts that come to their attention which would cause any of Oncothyreon’s representations and warranties herein contained to be untrue in any respect;
	5.1.1.6		to maintain the Books and Records in the usual and ordinary course,

			consistent with past practice, to record all transactions on a basis consistent with that practice and to transfer to EMD on the Closing Date such Books and Records that are onsite at the Premises in their full and complete form to EMD;
	5.1.1.7		on or before the Closing Date, Oncothyreon shall take or cause to be taken all necessary action (including all necessary corporate action) to authorize performance of all covenants to be performed by Oncothyreon pursuant to this Agreement including, but not restricted to, the transfer of the Assets to EMD;
	5.1.1.8		on the Closing Date, Oncothyreon shall deliver or cause to be delivered to EMD:

	5.1.1.8.1		a certificate or other instrument of Oncothyreon or of officers of Oncothyreon as EMD or EMD’s counsel may reasonably think necessary in order to establish that the obligations and covenants contained in this Agreement to have been performed or complied with by Oncothyreon at or prior to the Closing Time have been performed or complied with and that the representations and warranties of Oncothyreon herein given are true and correct at the Closing Time;
	5.1.1.8.2		a favourable opinion of Oncothyreon’s counsel substantially in the form set out in Schedule L;
	5.1.1.8.3		evidence of continuing insurance for any obligations or liabilities arising before the Closing Date but for which a claim has only been submitted following the Closing Date; and
	5.1.1.8.4		the following documents:

	a)		a certified copy of the resolutions of the directors of each of Oncothyreon Canada, Biomira Management and Oncothyreon Parent approving the execution of this Agreement and matters related thereto;
	b)		a certified copy of the resolutions of the shareholders of Oncothyreon Canada and Biomira Management approving the sale of all or substantially all assets;
	c)		the transition services agreement between Oncothyreon Canada and EMD;
	d)		the License Agreement;

e)

written consent for the assignment of the following agreements:

	i)		the Manufacturing Contracts; and
	ii)		the Lease;

f)

assignment agreements in respect of:

	i)		the Manufacturing Contracts;
	ii)		the Lease;
	iii)		the equipment lease, dated January 26, 2006, between Dell Financial Services Canada and Biomira Inc.; and
	iv)		the technology lease, dated September 20, 2007, between Compugen Finance Inc. and Biomira Inc.; and

g)

the general conveyance between Oncothyreon, EMD and Merck.

	5.1.1.9		on the Closing Date, Oncothyreon shall deliver to EMD sole and exclusive physical possession of all keys, lock combinations, safe combinations, computer passwords, properties, assets, books, records, documents and other items applicable to the Assets and the Purchased Business; and
	5.1.1.10		Biomira Management will have delivered to Corixa Corporation (d/b/a GlaxoSmithKline Biologicals N.A.) a Firm Forecast, pursuant to the supply agreement dated October 20, 2004, as amended, of its requirements for Licensed Adjuvant in each of the eight calendar quarters for the period beginning on April 1, 2009 and ending on March 31, 2011.

Section 5.2 Covenants of EMD and Merck

5.2.1

Except as otherwise contemplated by this Agreement or consented to in writing by Oncothyreon, from the date of this Agreement until Closing, EMD and Merck covenant and agree with Oncothyreon as follows:

	5.2.1.1		on or before the Closing Date, EMD and Merck shall take all corporate action necessary to ratify the execution of this Agreement and to authorize the performance of all covenants to be performed by EMD and Merck pursuant to this Agreement;
	5.2.1.2		on the Closing Date, EMD and Merck shall pay the Purchase Price to

			Oncothyreon in accordance with Section 2.3 hereof; and
	5.2.1.3		on the Closing Date, EMD shall deliver or cause to be delivered to Oncothyreon

5.2.1.3.1

the following documents:

	a)		an employment agreement, in the form set out in Schedule J, entered into by each of the Key Employees;
	b)		the transition services agreement between Oncothyreon Canada and EMD;
	c)		assignment agreements in respect of:

	i)		the Manufacturing Contracts;
	ii)		the Lease;
	iii)		the equipment lease, dated January 26, 2006, between Dell Financial Services Canada and Biomira Inc.; and
	iv)		the technology lease, dated September 20, 2007, between Compugen Finance Inc. and Biomira Inc.; and

d)

the general conveyance between Oncothyreon, EMD and Merck..

5.2.1.4

on the Closing Date, Merck shall deliver or cause to be delivered to Oncothyreon

5.2.1.4.1

the following documents:

	a)		the License Agreement; and
	b)		the general conveyance between Oncothyreon, EMD and Merck.

Section 5.3 Compliance with Privacy Laws

	5.3.1		EMD and Merck acknowledge and agree that EMD and Merck must comply at all times with Privacy Laws which govern the collection, use and disclosure of Personal Information disclosed to EMD and/or Merck pursuant to or in connection with this Agreement (the “Disclosed Personal Information”).
	5.3.2		Neither EMD nor Merck shall use the Disclosed Personal Information for any

			purposes other than those related to the performance of this Agreement and the completion of the transactions contemplated by this Agreement.
	5.3.3		Each of the Parties acknowledges and confirms that the disclosure of Personal Information is necessary for the purposes of determining if the Parties shall proceed with the purchase and sale transaction contemplated in this Agreement and that the disclosure of Personal Information relates solely to the carrying on of the business which is the subject of this Agreement, or the completion of the purchase and sale transaction contemplated in this Agreement.
	5.3.4		EMD and Merck shall at all times keep strictly confidential all Disclosed Personal Information provided to it, and shall instruct those employees responsible for processing such Disclosed Personal Information to protect the confidentiality of that information in a manner consistent with EMD’s and Merck’s obligations hereunder. EMD and Merck shall ensure that access to the Disclosed Personal Information shall be restricted to those employees or service providers of EMD and Merck who have a bona fide need to access that information in order to fulfill their obligations in the course of their employment or in providing services to EMD and/or Merck.
	5.3.5		The Parties shall fully cooperate with one another, with the individuals to whom the Personal Information relates, and any government authority charged with enforcement of Privacy Laws, in responding to inquiries, complaints, requests for access, and claims in respect of Disclosed Personal Information.
	5.3.6		EMD and Merck undertake, after the Closing Date, to utilize the Disclosed Personal Information only for those purposes for which the Disclosed Personal Information was initially collected from or in respect of the applicable employees or other persons.
	5.3.7		If Closing does not occur, on the request of Oncothyreon, EMD and Merck shall forthwith, other than as required by law, cease all use of the Disclosed Personal Information acquired by EMD and/or Merck in connection with this Agreement and will return to Oncothyreon or, at Oncothyreon’s request, destroy in a secure manner, the Disclosed Personal Information (and any copies thereof) and provide Oncothyreon with a certificate of a senior officer of EMD confirming such destruction.

For the purposes of this Section 5.3, “Privacy Laws” shall mean any and all Applicable Laws relating to privacy and the collection, use and disclosure of Personal Information in all applicable jurisdictions, including the Personal Information Protection and Electronic Documents Act (Canada) and/or any comparable provincial law, including without limitation, the Personal Information Protection Act (Alberta) and “Personal Information” shall mean any personal information about an identifiable individual but does not include an individual’s business contact information.

Section 5.4 Apportionment

     The Parties agree that rent expenses, property taxes, utility charges, and the like, will be apportioned at the Closing in an equitable manner as of the close of business of the day immediately preceding the Closing Date (the “Adjustment Date”) so that the income and expense items with respect to the period up to and including the Adjustment Date will be for Oncothyreon’s account and the income and expense items with respect to the period after the Adjustment Date will be for EMD’s account. For purposes of this Section 5.4, the term “equitable manner” will mean that Oncothyreon will be allocated such items based on a fraction, the numerator of which is the number of days in the applicable period ending on the Adjustment Date and the denominator of which is the total number of days in such period, and EMD will be allocated the remainder.

ARTICLE 6
NON-SOLICITATION AND NON-COMPETITION

Section 6.1 Non-Solicitation

     Subject to Section 6.3, Oncothyreon will not, in any manner whatsoever, without the prior consent of EMD, at any time during a period of two years from the Closing Date, directly or indirectly:

	6.1.1		induce or endeavour to induce any person to leave his or her employment with EMD; or
	6.1.2		employ or attempt to employ or assist any person to employ any person employed by EMD.

Section 6.2 Non-Solicitation — EMD

     Subject to Section 6.3, EMD will not, in any manner whatsoever, without the prior consent of Oncothyreon, at any time during a period of two years from the Closing Date, directly or indirectly:

	6.2.1		induce or endeavour to induce any person employed by Oncothyreon, other than Transferred Employees, to leave his or her employment with Oncothyreon; or
	6.2.2		employ or attempt to employ or assist any person to employ any person employed by Oncothyreon, other than Transferred Employees.

Section 6.3 Proviso

     For purposes of Section 6.1 and Section 6.2, solicitation and/or inducement shall not include solicitation or inducement of any persons who are solicited or induced by advertising in periodicals or newspapers of general circulation, or by an employee search firm acting on Oncothyreon’s or EMD’s behalf, so long as Oncothyreon or EMD, as the case may be, did not direct or encourage such firm to solicit such person. Further, Sections 6.1 and 6.2 shall not apply to the hiring of any person who responds to such solicitations or inducements.

ARTICLE 7
CLOSING, CONDITIONS AND TERMINATION

Section 7.1 Closing

     The sale and purchase of the Assets will be completed at the Closing Time at the offices of Fraser Milner Casgrain LLP, 2900 Manulife Place, 10180 — 101 Street, Edmonton, Alberta.

Section 7.2 Conditions for the Benefit of EMD

     The sale by Oncothyreon and the purchase by EMD of the Assets is subject to the following conditions, which are for the exclusive benefit of EMD and which are to be performed or complied with at or prior to the Closing Time:

	7.2.1		the representations and warranties of Oncothyreon set forth in Section 3.1 will be true and correct in all material respects at the Closing Time with the same force and effect as if made at and as of such time;
	7.2.2		Oncothyreon will have performed or complied with all of the obligations and covenants in this Agreement to be performed or complied with by Oncothyreon at or prior to the Closing Time;
	7.2.3		no action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit:

	(i)		the sale and purchase of the Assets contemplated hereby; or
	(ii)		the right of EMD to conduct the Purchased Business;

	7.2.4		non-competition agreements shall have been entered into between the Key Employees and EMD, substantially in the form set out in Schedule I;
	7.2.5		employment agreements shall have been entered into between each of the Key Employees and EMD, substantially in the form set out in Schedule J;
	7.2.6		Biomira Management will have entered into the License Agreement;
	7.2.7		no Material Adverse Effect will have occurred in relation to the Purchased Business from the date hereof to the Closing Time; and
	7.2.8		all necessary steps and proceedings will have been taken to permit the Assets to be duly and regularly transferred to and registered in the name of EMD (or as directed by EMD) including obtaining the consents to the assignments of any contracts or other commitments as set forth in the Disclosure Schedule.

Section 7.3 Conditions for the Benefit of Oncothyreon

     The sale by Oncothyreon and the purchase by EMD/Merck of the Assets is subject to the following conditions, which are for the exclusive benefit of Oncothyreon and which are to be performed or complied with at or prior to the Closing Time:

	7.3.1		the representations and warranties of EMD and Merck set forth in Section 3.2 will be true and correct in all material respects at the Closing Time with the same force and effect as if made at and as of such time;
	7.3.2		EMD and Merck will have performed or complied with all of the obligations and covenants in this Agreement to be performed or complied with by EMD and Merck prior to the Closing Time; and
	7.3.3		Merck will have entered into the License Agreement.

Section 7.4 Waiver of Condition

     Merck, in the case of a condition set out in Section 7.2, and Oncothyreon, in the case of a condition set out in Section 7.3, will have the exclusive right to waive the performance or compliance of such condition in whole or in part and on such terms as may be agreed upon without prejudice to any of its rights in the event of non-performance of or non-compliance with any other condition in whole or in part. Any such waiver will not constitute a waiver of any other conditions in favour of the waiving party.

Section 7.5 Termination

     This Agreement may be terminated, by written notice:

	7.5.1		by Oncothyreon or EMD if a material breach of any representation, warranty, covenant, obligation or other provision of this Agreement has been committed by the other party and such breach has not been waived or cured within 30 days following the date on which the non-breaching party notifies the other party of such breach;
	7.5.2		by EMD if any condition in Section 7.2 has not been satisfied as of the Closing Time and EMD has not waived such condition on or before the Closing Date;
	7.5.3		by Oncothyreon if any condition in Section 7.3 has not been satisfied as of the Closing Time and Oncothyreon has not waived such condition on or before the Closing Date;
	7.5.4		by written agreement of Oncothyreon and EMD; or
	7.5.5		by Oncothyreon or EMD if the Closing has not occurred by January 30, 2009.

ARTICLE 8
MISCELLANEOUS

Section 8.1 Treatment of Excluded Assets

     The Parties agree that the Excluded Assets may be removed from the Premises by Oncothyreon following the date of this Agreement until February 28, 2009. Following the Closing Time, Oncothyreon may not enter into the Premises to remove the Excluded Assets, or for any other reason, without the prior consent of EMD, such consent not to be unreasonably withheld, and upon forty-eight (48) hours prior notice. The Parties agree that the Excluded

Assets are the property of Oncothyreon, shall be removed from the Premises no later than February 28, 2009 by Oncothyreon and that EMD and Merck shall have no responsibility for, or liability for, any damage that may occur to the Excluded Assets provided that EMD and Merck exercise the same care with respect to storage of the Excluded Assets as they would in relation to storage of their own assets of similar type. For greater certainty, Oncothyreon agrees to maintain insurance coverage over the Excluded Assets for so long as they are situated on the Premises and shall, subject to EMD and Merck exercising the standard of care referred to above in relation to the Excluded Assets, be responsible for any damage to any of the Assets of EMD or Merck as a result of the storage at the Premises or movement by Oncothyreon of the Excluded Assets from the Premises.

Section 8.2 Further Acts

     Each of the Parties hereto shall execute and deliver any further documents and do all acts and things as the requesting Party may reasonably require to carry out the true intent and meaning of this Agreement, including, without limiting the generality of the foregoing, assisting another Party with the discharging of no longer applicable security registrations. Notwithstanding the generality of the foregoing, Oncothyreon agrees to preserve intact and maintain any and all Books and Records not physically transferred at the Closing Time to EMD/Merck for a period of no less than two (2) years following the Closing Time and to provide originals and/or true copies of any such Books and Records to Merck as soon as reasonably practicable following a written request of the same.

Section 8.3 Parties of Interest

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

Section 8.4 Entire Agreement

     This Agreement and the License Agreement constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements, whether oral or written, with respect to the subject matter hereof.

Section 8.5 Notices

     Any notice required to be given under the terms hereof may be given by a Party hereto by delivering or telecopying such notice to the Party to which it is to be given at the address or telecopy number below or at such other existing municipal address or telecopy number as that Party may provide in writing to the other Party in lieu thereof in accordance with this Section 6.4:

8.5.1

In the case of Oncothyreon:

Biomira Management, Inc. 2601 Fourth Avenue, Suite 500 Seattle WA 98121 United States of America Attention: President Facsimile: (206)  ###-###-####

8.5.2

In the case of EMD:

2695 North Sheridan Way Suite 200 Mississauga, Ontario L5K 2N6 Attention: President Facsimile: (905)  ###-###-####

8.5.3

In the case of Merck:

Merck KGaA Frankfurter Strasse 250 D-64293 Darmstadt Germany Attention: Merck Serono Legal Department Facsimile: +49-6151-72-2373

Any such notice shall be deemed to have been received by a Party hereto immediately upon delivery or telecopy transmission of such notice to such Party at its address or telecopy number in such notice.

Section 8.6 Waiver

     Failure by any Party hereto to insist in any one or more instances upon the strict performance of any one of the covenants contained herein shall not be construed as a waiver or relinquishment of such covenant. No waiver by any Party hereto of any such covenant shall be deemed to have been made unless expressed in writing and signed by the waiving Party.

Section 8.7 Severability

     Any provision hereof which is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.8 Amendments

     No term or provision hereof may be amended, discharged or terminated, except by an instrument in writing signed by the Parties hereto.

Section 8.9 Public Announcements and Regulatory Filings

Oncothyreon, EMD and Merck agree that a press release, substantially in the form of press release attached as Schedule M, shall be issued by each of Oncothyreon and EMD/Merck to announce the execution of this Agreement. With respect to any other press releases or public statements related to the subject matter of this Agreement, except with respect to subject matter already in the public domain or as required by law,

Oncothyreon and EMD/Merck shall each provide the other party with a copy of the proposed press release or public statement for review and approval, such approval not be unreasonably withheld. With respect to the filing of this Agreement with the U.S. Securities and Exchange Commission and any similar regulatory authorities, as may be required by Applicable Law, Oncothyreon shall provide EMD/Merck with a copy of the proposed filing version of this Agreement for review and comment.

Section 8.10 Confidentiality

Oncothyreon, EMD and Merck agree not to (directly or indirectly) disclose, allow access to, transmit or transfer any of the other Party’s Confidential Information to a third party without the prior written consent of the other Party hereto or unless such disclosure is required by Applicable Law or an applicable regulatory authority. This obligation of confidentiality shall remain in force for a period of ten (10) years from the Closing Date. The Parties further recognize that, as contemplated in Section 8.1, there will be certain assets and proprietary information of Oncothyreon and its Affiliates at the Premises for a period of time following the Closing and EMD and Merck covenant and agree not to use, in any manner, any such assets or information and to strictly maintain the confidentiality thereof.

Section 8.11 Assignment

     Oncothyreon shall not be entitled to assign this Agreement or any of its interests or entitlements under the Agreement without the prior written consent of EMD. EMD shall be entitled to assign this Agreement and any of its interests or entitlements under this Agreement to any one or more of its Affiliates.

Section 8.12 Time of Essence

     Time shall be of the essence of this Agreement.

Section 8.13 Governing Law

     This Agreement shall be governed by and construed in accordance with the laws of the province of Alberta and the federal laws of Canada applicable therein and the Parties attorn to the exclusive jurisdiction of the courts of the Province of Alberta.

Section 8.14 Survival

     The covenants and agreements set out in Articles 3,4 and 6 and Sections 8.1, 8.2, 8.4, 8.5, 8.9 and 8.10 hereof shall survive the Closing Date.

Section 8.15 Counterparts

     This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and shall have the same force and effect as an original but such counterparts together shall constitute but one and the same instrument.

Section 8.16 Faxed Copies

     A faxed copy or telecopy of this Agreement shall have the same force and effect as an originally executed copy of this Agreement.

ARTICLE 9
EXECUTION

This Agreement is agreed to and accepted by:

BIOMIRA MANAGEMENT, INC.				EMD SERONO CANADA INC.
By:		/s/ Robert L. Kirkman, M.D.		By:		/s/ Deborah Brown
Title:		President & CEO		Title:		Managing Director
By:				By:		/s/ William Hilson
Title:				Title:		Finance Director
MERCK KGAA				ONCOTHYREON CANADA INC.
By:		/s/ Andreas Stickler		By:		/s/ Robert L. Kirkman, M.D.
Title:		Head of M&A		Title:		President
By:				By:
Title:				Title:
ONCOTHYREON INC.
By:		/s/ Robert L. Kirkman, M.D.
Title:		President & CEO
By:
Title:

Schedule A
Inventory Assets

[+]

Schedule B
Leased Premises Assets

See Schedule D

Schedule C
Manufacturing Contracts

1. Adjuvant Supply Agreement, dated October 20, 2004, as amended, between Corixa Corporation (d/b/a GlaxoSmithKline Biologicals N.A.) and Biomira International Inc. (assigned to Biomira Management Inc. on December 7, 2007)

2. Product Development and Clinical Supply Agreement, dated September 10, 1999, as amended, between Baxter Pharmaceutical Solutions LLC and Biomira USA, Inc.

Dept																Net Book						Serial				Model
Code				Number				Description		Purch Date		Purch Price				Value				Manufacturer		Number				Number				AFE #				Location
	2050				1127			3com linkswitch 1000 100b-fx d		29-May-97			5,200.00				0.00
	2050				1128			3com superstack II switch 300		29-May-97			7,799.00				0.00
	2050				1129			3com superstack II switch 1000		29-May-97			14,739.00				0.00
	2050				1193			IBM PC server		7-Jul-98			16,000.00				0.00						23P5206
	2050				1269			Proxima projector		28-Feb-00			6,008.00				0.00														00-2-010
	2050				1283			Xerox N3225, HP laserjet 4050T		15-May-00			11,422.00				0.00					HPUSBB 012481									00-2-017
	2050				1319			Computer (former lease)		8-Jul-01			34,571.76				0.00														01-2-004			SRVRM
	2050				1324			Buyout of Lease		31-Aug-01			41,175.65				0.00														01-2-012
	2050				1332			Computer Lease — reclass to		30-Nov-01			154,962.20				0.00
	2050				1403			Scanner, Fujitsu		30-Sep-03			12,000.00				0.00			Fujitsu			504441			FI-4750C					03-4-019			IS
	2050				1409			Hewlett-Packard Comp (BUSA)		20-Dec-04			69,166.22				0.00			Hewlett Packard											100123
	2050				1417			Dell Financial Computer Lease		13-Jul-05			139,732.38				0.00			Dell/HP											2/5/1932
	2050				1434			Citrix WANScalers 8500		19-Jun-07			8,550.91				5,225.49			Compugen		ORB-7500-1				NETCIR7500					2/7/1951
	2050				1435			Leased HP Computer servers		28-Sep-07			163,524.70				104,474.15			Compugen						HP Servers (SAN)					2/7/1952
	2050				1441			HP 4050 TN Printer		1-Aug-00			2,247.42				0.00
	2050				1452			Dell Computers BuyOutEndofTerm		8-Jul-08			25,105.00				23,012.92			Dell/HP											2/8/2005			Edmonton
	2050				1459			MPSM6110 IMPRNTR/STMPS/SDDL F6		30-Sep-08			5,625.12				5,468.87						100E5487			MPSM6110
	2060				1440			Xerox Workcentre 7665		7-Nov-07			31,500.00				25,725.00			Xerox		VDR548760				WC 7665					8/7/1958
	2060				1449			Xerox Workcentre 4150XF		26-May-08			4,299.00				3,109.12			Xerox			L99041198			4150XF
	2060				1450			Walk-in Cooler		3-Jun-08			17,848.00				17,489.75																	Edmonton, AB
	2060				1458			Xerox Workcentre 4150S		30-Sep-08			4,299.00				4,227.35			Xerox			L99358267			WC4150S
	2070				1			van		1-Jan-92			3,500.00				0.00			Dodge		VIN 2B7GB13TSHK278889				RAM150
	2070				160			Biomira Sign & Plaque		15-Jun-92			8,121.50				0.00
	2070				177			Biomira North Renovations		29-Jun-92			18,227.00				0.00
	2070				270			Electrical & Add-on Furniture		20-Aug-92			8,370.50				0.00
	2070				298			Forma Model 6097 Glassware Ste		8-Sep-92			8,933.80				0.00			Forma			51354-375			6097									B204
	2070				299			Fury Glassware Dryer Model 609		8-Sep-92			9,000.00				0.00			Forma			51354-376			6097									F113
	2070				403			Low Temperature Calibration Un		16-Nov-92			6,610.00				0.00			TECHNE			31728/1			DB45M								Metrology
	2070				404			High Temperature Calibration U		16-Nov-92			7,400.00				0.00			TECHNE			30913/1			DB1200M								Metrology
	2070				453			Vivarium Cage & Bottle Washer		28-Jan-93			36,000.00				0.00			Better Built			6855			550								VIVARIUM
	2070				479			Waste Storage Building		22-Feb-93			10,263.00				0.00
	2070				495			Renovations to the Vivarium		27-Feb-93			131,375.39				0.00
	2070				574			Precision RTD Thermometer		21-Jun-93			5,437.95				0.00			Azonics			T1742-3139			A1011								Metrology
	2070				721			Digital Pressure Calibration S		8-Feb-94			13,540.00				0.00						6051513											Metrology
	2070				904			Eagle 3000 Scientific Series S		22-Sep-94			47,804.00				0.00			AMSCO			12539403			3000									L106
	2070				1233			Office Furniture for B		1-Apr-99			17,046.25				0.00														99-8-009
	2070				1300			Millwork- counters/fume hood		23-Nov-00			4,437.50				0.00														00-8-029				F219

 

37

Dept																Net Book						Serial				Model
Code				Number				Description		Purch Date		Purch Price				Value				Manufacturer		Number				Number				AFE #				Location
	2070				1305			Front reception renovation		24-Jan-01			10,025.80				0.00														00-8-034
	2070				1312			Free standing pedestal desk (r		30-May-01			499				0.00														00-8-034
	2070				1313			25 Chairs, various styles		11-Jun-01			8,934.00				0.00			All-West											01-8-008			Immunology
	2070				1325			Finance/Clinical/Tech Op’s des		29-Sep-01			5,965.00				0.00														01-8-014
	2070				1327			Chair Replacements		11-Oct-01			9,990.62				0.00														01-8-016
	2070				1334			Scotsman Ice Flaker Machine		8-Mar-02			5,679.00				0.00			Scotsman		542503-07D / AFE325AS-1A				AFE325AS-1A					02-8-003				B211
	2070				1338			Upgrade HVAC / Clean Suite Fac		21-Jun-02			43,561.95				0.00														02-8-008
	2070				1342			Stainless Steel Storage Cabine		30-Jun-02			11,050.00				0.00			Halbar Stainless											02-8-007			Viv cabinets
	2070				1385			Hart Scientific Low Temp Calib		1-Nov-01			3,086.39				0.00			Hart Scientific			A1A023			9402 HDRC				02-12-USA					F212
	2070				1401			Vivarium Expansion		28-Feb-00			71,797.77				0.00														00-8-011
	2070				1402			Basement/main floor exp. (QC)		30-Mar-98			342,938.90				0.10														99-8-007
	2070				1405			Stair Repairs		30-Jul-04			22,350.00				3,725.00			Dawson Wallace Const											04-8-021			Edmonton
	2070				1425			Reliance 500 Glassware Washer		21-Nov-05			49,571.00				21,500.11			Steris			3634305001			Reliance 500					8/5/1938				F113
	2070				1432			Kaye CTR-80 Bath (-80C to 30C)		31-Oct-06			13,010.00				6,776.08			GE Sensing			X0390			CTR-80					8/6/1946			Metrology
	2070				1436			Walk in Cooler		28-Sep-07			15,570.00				12,196.50			Coral Engineering						8x8x7.5 walk-in cooler					8/7/1950			second floor F212
	2070				1437			Data and Telephone Cabling		21-Sep-07			36,808.38				30,253.67			R&T Networks											2/7/1956			second floor
	2070				1444			Building Renovations 2008		12-Mar-08			102,587.00				90,618.54			Edmonton Economics
	2070				1445			Avaya Phone System		31-Mar-08			24,391.00				21,951.88			Telus Communications
	8020				993			TOC Analyzer & Validation Supp		18-Jul-95			29,477.16				0.00						9507-276												F219
	8020				1112			REVCO 45 cu.ft fridge		16-Apr-97			4,460.83				0.00			Revco		NB-110726				REBL304AVA									F219
	8020				1147			HP 6890 series gas chromatogra		27-Aug-97			51,946.77				0.00					US00009603													F219
	8020				1179			Autosampler for existing Dione		16-Apr-98			18,090.00				0.00			Beckman			00-151			508									F219
	8020				1261			Waters Bus/SAT kit		13-Jan-00			2,630.00				0.00			Waters											00-8-001				F219
	8020				1262			Laser scattering Device s/n 10		30-Jan-00			72,235.62				0.00			Precision Detection						PL-ELS-1000					00-8-002				F219
	8020				1303			HPLC pump (model 2690)		27-Dec-00			44,736.91				0.00			Waters		M99SM7648M				2695					00-8-001				F219
	8020				1316			HPLC system and software		24-Jun-01			68,072.50				0.00														01-8-010				F219
	8020				1341			Evaporativ Light Scattering De		15-May-01			22,689.45				0.00			Polymer Laboratories			003-653			PL-ELS 1000					02-8-017				B213
	8020				1366			HPLC Detector		1-Jun-96			17,757.98				0.00			Waters			L97996450M			996photodioarray				02-12-USA					F219
	8020				1369			HPLC High Pressure Chromatogra		1-Dec-97			71,538.26				0.00			Waters			M975M4937M			2690				02-12-USA					F219
	8020				1370			HPLC — SAT/IN Module		1-Dec-97			2,738.87				0.00			Waters		M97SAT735M				SAT				02-12-USA					F219
	8020				1381			Shimadzu UV Mini 1240 Spectoph		1-Oct-00			7,009.49				0.00			Shimadzu Corp			###-###-####			UVMini-1240				02-12-USA					F219
	8020				1384			Harris -85o Freezer		1-Jun-01			12,628.24				0.00			Harris			4743							02-12-USA					F219
	8030				477			Microzone 6 ft Biological Con		21-Feb-93			7,872.00				0.00			Microzone Corp			902-7268			BM6-2A-49									F214
	8030				678			Wedgewood Ph Monitor (2)		16-Nov-93			12,898.24				0.00			Sepracor			33201			600									F-221
	8030				703			BPG 200/500 Column (2)		7-Jan-94			11,880.00				0.00			Pharmacia			20000950			BPG200/500									F221
	8030				787			5x4-way Valve Manual Pharmacia		10-Apr-94			5,707.10				0.00			Pharmacia			N/A												F221
	8030				914			Isotemp General Purpose 26 cu.		6-Nov-94			5,050.00				0.00			Fisher Scientific			93766321			13-987-326R									F214

 

38

Dept																Net Book						Serial				Model
Code				Number				Description		Purch Date		Purch Price				Value				Manufacturer		Number				Number				AFE #				Location
	8030				958			Watson Marlow Pump		26-Mar-95			5,000.00				0.00
	8030				1068			Shimadzu Fluorometer and Softw		9-Jul-96			15,286.00				0.00			Shimadzu			30099K			RF-551PC									F221
	8030				1105			Ultrospec 3000		6-Mar-97			8,900.00				0.00			Pharmacia			67679			Ultrospec 3000									F214
	8030				1109			Sorvall RC-5C Plus		1-Apr-97			15,140.06				0.00			Mandel Scientific			9503408			RC5C Plus									F221
	8030				1253			3L Bioreactor		10-Sep-99			12,635.62				0.00													99-88-021					F214
	8030				1254			Bioreactor		30-Sep-99			17,603.86				0.00			Applikon						Z61103CT04				99-88-018
	8030				1260			508 Injector		22-Dec-99			16,124.00				0.00			Beckman			90010			508 Autosampler					99-8-025				F221
	8030				1264			Ozone Monitor		14-Feb-00			6,802.95				0.00			PCI-Wedeco			1414			HC400					99-8-024				F221
	8030				1265			AKTA explorer HPLC system		28-Dec-00			76,890.79				0.00			Pharmacia (amersham)			1937								00-8-003				F221
	8030				1309			BPG 200/500 Column DI/NI		18-Mar-01			7,287.00				0.00			PHARMACIA			N/A			BPG200/500					01-8-003				F221
	8030				1345			Rotor for Centrifuge CEN-2015		31-Jul-02			10,287.07				0.00			Sorvall			10253675			SLA-3000					02-8-015				F222
	8030				1355			Floor Scale 500 KG Cap w/term		21-Aug-02			9,505.00				0.00			Mettler		1114584-1GD				2888032001					02-8-009				F221
	8030				1358			Thermal Label Printer		24-Sep-02			1,655.00				0.00			Mettler		0305503-4MA				8865-0011					02-8-009				F221
	8030				1371			Dura-Stop MP Tray Dryer / Comp		1-Jan-98			77,855.25				0.00			FTS Systems Inc			10493			TDS3C2C8100/7470				02-12-USA					F214
	8030				1372			Optima LE-80k ultracentrifuge		1-Feb-98			69,147.68				0.00			Beckman		COL98A02				Optima LE-80k				02-12-USA					F214
	8030				1374			Heat Exchanger		5-Feb-98			1,375.16				0.00			Exergy Inc			12962			00169-3				02-12-USA					F221
	8030				1376			Dura-Dry MP Freeze Dryer		1-Jul-98			12,093.06				0.00			FTS Systems			10490			FD2085C0101				02-12-USA					F214
	8030				1377			Karl Fisher Titrator		1-Oct-98			11,954.00				0.00			Mettler Toledo		MEB08872				DL37/996Photodiode				02-12-USA					F221
	8030				1379			Calorimeter DSC w/ Monitor		1-Dec-98			84,368.75				0.00			Calorimetry Sciences			165			4100 DSC				02-12-USA					F214
	8030				1380			Calorimeter DSC w/monitor & ci		1-Dec-98			620.39				0.00			Neslab			198321173			RTE-140				02-12-USA					B217
	8030				1382			HPLC Allicance System		30-Apr-01			87,110.37				0.00			Waters			D015M4107M			SHC (2690)				02-12-USA					F219
	8030				1383			PolymerLab Mass Evap Det HPLC2		1-May-02			22,689.45				0.00			Polymer Labs			022-12T			PL-ELS-1000				02-12-USA					F219
	8030				1386			Sonicator		1-Jan-02			8,885.42				0.00			Misonix Inc.			R0146			S3000				02-12-USA					F214
	8030				1387			Applikon Bioreactors w/accesso		1-Nov-99			23,226.46				0.00			Applikon		P	08359/5; P10578/4			P100				02-12-USA					F214
	8030				1388			Stirrer Motor Assembly P1000C		1-Sep-00			10,039.87				0.00			Applikon		P	01417/3; P05257/17			P1000				02-12-USA					F214
	8030				1390			Bioreactor 7l, stirrer, access		1-Jul-00			14,163.83				0.00			Applikon Inc.										02-12-USA					F214
	8030				1391			Applikon Bioreactors w/ access		1-Jul-01			22,424.94				0.00			Applikon		P	11105/12 ; P19968/48			P310				02-12-USA					F214
	8030				1392			Dedicated Bioreactor		8-Feb-98			16,275.66				0.00			Applikon		ADI10122261				ADI1012				02-12-USA					F214
	8030				1393			Bioreactor (1L)		4-Apr-98			7,322.27				0.00			Applikon Inc										02-12-USA					F214
	8030				1394			Applikon Bioreactor w/ accesor		1-Mar-98			25,754.43				0.00			Applikon		P	05735/11 ; P10578/63			P140				02-12-USA					F214
	8030				1395			Bioreactor (3L)		1-Aug-98			2,426.96				0.00			Applikon Inc										02-12-USA					F214
	8030				1399			Double Incubator		1-May-97			4,069.60				0.00			VWR / Sheldon Mftg			300594			1565				02-12-USA					F221
	8030				1412			Two Fireking 4 Drawer Cabinets		16-Feb-05			4,474.00				1,192.92			Fireking						4 drawer lateral					8/5/2028				F215
	8030				1429			15L Applikon BioReactor		28-Aug-06			20,935.40				10,067.65			Applikon Inc.			1101/01, P10496/7, P09759/7,								8/6/1945			Manufacturing B101010
	8040				1122			18 L Lyophilizer		25-May-97			14,480.00				0.00			VIRTIS			202377 202325			UNITOP400SL 26031								Pilot Plant
	8040				1411			60L S/Steel Pressure Vessel		1-May-05			27,939.15				5,871.15			T & C		TO6253				60L					8/5/2029			Baxter
	8040				1415			5L Applikon Bioreactor		8-Jul-05			15,786.70				2,959.99			Applikon Inc.		P	06175/32;P04600/14								8/5/1931			Baxter

 

39

Dept																Net Book						Serial				Model
Code				Number				Description		Purch Date		Purch Price				Value				Manufacturer		Number				Number				AFE #				Location
	8040				1419			Magnetic Stirrer/Motor Assembl		8-Jul-05			9,008.16				1,689.03			Applikon		PO6175/25 P03384/1				P140					8/5/1931			Baxter
	8040				1421			50L INOVA Intermediate Tank		24-Aug-05			42,562.62				9,753.98			INOVA			N/A			50L					8/5/1937			Baxter
	8040				1422			INOVA Filling Parts		1-May-05			40,317.45				8,497.70			INOVA											8/5/2029			Baxter
	8040				1427			15L Applikon Jacketed Vessel		26-May-06			4,227.56				1,937.74			Applikon		V3ME010051				15L Jacketed Vessel					8/6/1941			Baxter
	8040				1431			Lightnin Mixer Model G2S05R		9-Nov-06			5,730.33				2,984.59						R0653576101-02			G2SO5R					8/6/1947			Baxter
	8040				1433			5L BioReactor		31-Jan-07			9,294.34				5,421.74			Applikon		Z6110CT05/Z81315MG03/81313R645									8/6/1949			Manufacturing
	8040				1443			60L Pressure Vessel		11-Mar-08			52,250.00				44,630.22			Baxter Pharm.											8/6/1948
	8040				1446			Scale- up Stimuvax equipment		22-Apr-08			5,000.00				4,374.98			see notes		see notes				see notes					8/8/2001			Process development
	8040				1453			Stirrer Controller P1000		6-Aug-08			4,758.00				4,559.74			Applikon		P161627				P1000					8/5/1931			Edmonton
	8040				1454			Stirrer Motor Assembly P1000		6-Aug-08			4,304.00				4,124.66			Applikon		P169894				P1000					8/5/1931			Edmonton
	8050				316			HP 1050 Series Autosampler		14-Sep-92			9,649.50				0.00			Hewlett Packard			3141A01614			HP1050Series					N/A				E205
	8050				317			High Speed Spectrophotometric		14-Sep-92			13,977.36				0.00			Hewlett Packard			3149G01298			HP1050 Series					N/A				E205
	8050				318			Automated Gradient LC System		14-Sep-92			15,741.00				0.00			Hewlett Packard			3225A01584			HP1050 Series					N/A				E205
	8050				905			Empty YMC Column 2000PSI		28-Sep-94			10,455.00				0.00																	Chemistry
	8050				1115			16 Port drying chamber		6-May-97			1,973.67				0.00			LABCONCO						7522900									F218
	8050				1218			HPLC for PD/Chem Development		30-Dec-98			10,622.03				0.00			Waters			B97996			996									F218
	8050				1219			HPLC for PD/Chem Development		30-Dec-98			39,377.97				0.00			Waters			K965M4 608M			2690									F218
	8050				1248			Electrochemical detector with		23-Jun-99			13,535.00				0.00			Applikon Inc.						Z61103CT04					99-9-019
	8050				1400			Waters HPLC P2000		12-Nov-98			58,059.09				0.00			Waters		MX7AM8182M				DSC									F213
	8070				220			Metrohm Titroprocessor w/Acces		20-Jul-92			17,305.35				0.00			Metrohm			2N4/223			682 Titroprocessor					N/A				E212
	8070				253			Optical Activity Model AA-5 An		5-Aug-92			13,929.76				0.00			Optical Activity			15-19-10A			AA-5					N/A				E213
	8070				338			Model 3MO Micro-Osmometer		27-Sep-92			4,933.00				0.00			Advanced Instruments			42365F			3MO					N/A				E213
	8070				754			Diode-Array Spectrophotometer		14-Mar-94			15,945.00				0.00			Hewlett Packard			3338A04616			8452A					N/A				E205
	8070				1137			HP 1100 Automated binary LC3D		10-Jul-97			59,624.17				0.00														97-8-021				B213
	8070				1146			HP1100 automated binary LC3D s		13-Aug-97			59,148.95				0.00			Hewlett Packard		See Notes				See Notes					97-8-021				E205
	8070				1164			plate reader Spectra MAX340		29-Dec-97			25,000.00				0.00			Molecular Devices			M01232			340					N/A				E205
	8070				1239			HPLC system, installed with ac		27-Apr-99			73,678.20				0.00			Hewlett Packard						Series 1100 see notes					99-8-004/ 99-8-005				E205
	8070				1240			HPLC system, Hardware for 1239		27-Apr-99			11,693.55				0.00			Hewlett Packard						Series 1100					99-8-005				E205
	8070				1241			HPLC system, software for 1239		27-Apr-99			1,637.80				0.00			Hewlett Packard						Series 1100					99-8-005				E205
	8070				1243			HPLC system, installed with ac		27-Apr-99			4,686.35				0.00														99-8-003
	8070				1270			Flourescence detector HP 1100		5-Mar-00			14,441.00				0.00			Hewlett Packard		DE92001584				Series 1100					00-8-012				E205
	8070				1297			Microplate Washer 96 well		5-Oct-00			9,895.00				0.00			Dynex Technologies		1UWA1658				Ultrawash Plus					00-8-025				E207
	8070				1301			RCS High Flow Air Sampler		3-Dec-00			5,344.06				0.00			Biotest			31222			Biotest					00-8-033				F116
	8070				1317			Environmental chambers (2x20 c		25-Jun-01			46,297.06				0.00			Lab Line			0601-0005			EC22560					01-8-005				208
	8070				1322			Environmental chambers (2x20 c		26-Aug-01			2,555.77				0.00			Lab-Line			0601-0001			EC22560					01-8-005				208
	8070				1323			Environmental chambers (19 cub		26-Aug-01			18,533.38				0.00			Lab-Line			0901-0001			EC24075					01-8-005				208
	8070				1360			Runtime21 Security Chem Server		30-Sep-02			66,607.35				0.00			Agilent		US20741069				H2118A					02-8-005			SERVER ROOM