In accordance with the terms and conditions of the Option and Settlement Agreement, if the Option to Purchase is terminated then the Company shall have no right, entitlement or interest, legally or equitably, in and to any of the Technology, and the Purchase Price Payment(s) theretofore made to UBC by the Company shall be non-refundable. In addition, and to the extent that any portion of the UBC Financial Claims under the Settlement have not otherwise been contributed to through any Purchase Price Payment(s) having been made, upon any such termination the Company shall continue to be obligated to UBC for the balance of any such then unsatisfied UBC Financial Claims with interest then accruing thereon at the rate 10% per annum and compounded semi-annually while any portion of the UBC Financial Claims remain outstanding.

Not applicable.

(b)     Pro forma financial information.

Not applicable.

(c)     Shell company transactions.

Not applicable.

(d)     Exhibits.

__________

__________

THIS AGREEMENT is made effective on this 23^rd day of January, 2006.

BETWEEN:

AND:

AND:

AND:

AND:

A.               UBC, GeneMax Canada, GeneMax Pharmaceuticals and Dr. Jefferies have entered into the following agreements (collectively, the "UBC Agreements"):

1. a technology license agreement between UBC, GeneMax Pharmaceuticals and Dr. Wilfred Jefferies and dated March 6, 2000, as amended on April 26, 2001 and February 28, 2003 (collectively, "License Agreement #1");
2. a technology license agreement between UBC and GeneMax Pharmaceuticals and dated February 16, 2004 ("License Agreement #2"); and
3. a collaborative research agreement between UBC, GeneMax Canada and GeneMax Pharmaceuticals and dated September 1, 2000 (the "CRA");

C.               As a result of the issuance of the Demand Letter, UBC and GeneMax met on December 14, 2005 to discuss a possible resolution of the issues between UBC and GeneMax. Subsequent to that meeting UBC and GeneMax signed a letter of intent dated December 23, 2005 (the "Letter of Intent") setting out the terms under which all existing financial claims by UBC against GeneMax Pharmaceuticals and GeneMax Canada under the UBC Agreements would be paid by GeneMax in consideration of UBC providing GeneMax with an option to acquire, by way of assignment, all of UBC's right, title and interest in and to the technologies licensed to GeneMax Pharmaceuticals under the terms of the License Agreements; and

D.               The purpose of this agreement (the "Agreement") is to document the terms and conditions of the Definitive Agreement as contemplated by the Letter of Intent.

1.1               In this Agreement, unless the context requires otherwise, the following words and phrases shall have the following meanings:

1. CDN. $52,203.97 owing under License Agreement #1, and consisting of: (i) CDN. $41,778.47 in outstanding patent costs with interest; and (ii) CDN. $10,425.50 in outstanding legal expenses and costs;
2. CDN. $10,816.91 owing under License Agreement #2, and consisting: of: (i) CDN. $500.00 in outstanding maintenance fees; (ii) CDN. $4,866.17 in outstanding legal expenses and costs; and (iii) CDN. $5,450.74 in outstanding patent costs; and
3. CDN. $493,512.00 owing under the CRA, and consisting of: (i) CDN. $24,558.00 in outstanding debts under Article 4.2 of the CRA (representing one month of costs from September 1, 2005 to the cessation of services under the same which occurred on or about September 30, 2005); and (ii) CDN. $468,954.00 in outstanding debts under Article 4.1 of the CRA;

less the CDN. $50,000 which UBC acknowledges was paid by GeneMax to UBC on December 23, 2005 pursuant to the terms of the Letter of Intent.

3.1               UBC and GeneMax confirm that, as of December 23, 2005, GeneMax has assumed responsibility for the prudent management, maintenance and prosecution of all Patents filed in connection with the Technology and including, without limitation, the obligation to instruct patent counsel with respect to such Patents and to pay for, and continue to pay for directly to such patent counsel, during the Option Period, all costs associated with the management, maintenance and prosecution of the Patents until the due and complete exercise of the Option to Purchase.

4.1               UBC agrees to grant to GeneMax Corp., during the Option Period and on the terms and conditions set out below, an option to obtain by way of assignment from UBC, UBC's right title and interest in the Technology (the "Option").

4.2               In order to keep the Option in good standing and in force and effect during the Option Period GeneMax shall:

1. an initial payment of CDN. $50,000.00 on or before December 23, 2005. UBC hereby acknowledges receipt of this payment;
2. CDN. $300,000.00 on or before 5:00 p.m. (Vancouver, B.C., time) on March 31, 2006; and
3. CDN. $206,532.88 (plus and any other costs or expenses which may be due and owing by GeneMax to UBC under the UBC Agreements which, in the aggregate, shall not exceed CDN. $10,000) on or before 5:00 p.m. (Vancouver, B.C., time) on December 31, 2006; provided, however, that should GeneMax complete an aggregate of CDN. $2,000,000.00 in private and/or public debt and/or equity financing at any time after March 31, 2006 and prior to the expiry of the Option Period, the said final payment of CDN. $206,532.88 (plus and any other costs or expenses which may be due and owing by GeneMax to UBC under the UBC Agreements which, in the aggregate, shall not exceed CDN. $10,000) shall become immediately due and payable to UBC by GeneMax within five calendar days of GeneMax completing such financing.

All payments made by GeneMax to UBC prior to the date of any termination of this Agreement and including, without limitation, any payments made to UBC pursuant to Article 4.2(b), shall be non-refundable to GeneMax, and GeneMax shall have no recourse whatsoever against UBC for with respect to such payments.

4.3               If GeneMax defaults on any of its obligations under Article 4.2 and including, without limitation, any default in making to UBC any of the payments required pursuant to Article 4.2(b) within the time periods specified in that Article, then the Debt shall become immediately due and payable without further notice from UBC to GeneMax, and GeneMax acknowledges that such default will also constitute a default under the UBC Agreements and, as a result, the Option and the UBC Agreements will, at UBC's option, immediately terminate in accordance with their terms and be deemed as breaches permitting immediate termination without requirement for any further notice to GeneMax from UBC under the UBC Agreements.

4.5               If the Option is terminated otherwise than upon the exercise thereof and including, without limitation, any termination in accordance with either of Article 4.3 or 4.4, then:

5.1               Provided that GeneMax has:

1. prudently managed, maintained and prosecuted throughout the Option Period the Patents as set out in Article 3.1; and
2. has made to UBC on or before the dates set each of the payments required under Article 4.2(b);

then the Option shall be deemed to have been exercised by GeneMax, and GeneMax shall have thereby, in accordance with the terms and conditions of this Agreement, obtained the right to obtain, by way of assignment, all of UBC's right, title and interest in and to the Technology. Furthermore, on such a valid exercise by GeneMax of the Option UBC will acknowledge that the UBC Financial Claims have been paid in full.

5.3               GeneMax acknowledges that:

6.1               The parties and their respective representatives acknowledge that all information received from each other regarding the existence and contents of this Agreement shall be held in confidence. Each of the parties will also keep confidential and not disclose the details of this Agreement without the prior written consent of the other parties (other than as required pursuant to an order by a court of law or governmental agency or otherwise for compulsory legal requirements; provided, however, that in such instance prior written notice of such disclosure is given to the disclosing party). Any press release or other public disclosure of the terms of this Agreement shall be in a form approved by the parties. If this Agreement is terminated, then all paper copies of any documents containing the confidential information hereunder of the other parties shall be returned to such other parties, and all such confidential information of the other parties stored in electronic media shall be permanently deleted.

7.1               GeneMax agrees and understands that, as of the Effective Date, and unless otherwise approved in advance in writing by the Michael Smith Laboratory at UBC, until such time as the Option is duly exercised by GeneMax in accordance with Article 4.2, no further research or work with respect to the Technology will be done at UBC or using the facilities of UBC.

8.1               In consideration of UBC's grant of the Option to GeneMax on the terms set out in this Agreement, GeneMax Pharmaceuticals, GeneMax Corp. and GeneMax Canada each hereby releases and forever discharges UBC, including UBC's past and present governors, officers, directors, employees, agents, successors and assigns, from any and all actions, causes of action, claims, demands, damages, costs or expenses arising from or in connection with the UBC Agreements; provided, however, that this release will not affect the liability or obligation of UBC and GeneMax Pharmaceuticals, GeneMax Corp. and GeneMax Canada to observe and perform their respective covenants under this Agreement.

9.1               Each party will be responsible for and bear all of its own costs and expenses (including the expenses of its advisors and representatives) incurred connection with the negotiation and drafting of this Agreement.

10.1             GeneMax Pharmaceuticals, GeneMax Corp. and GeneMax Canada each hereby represent and warrant to UBC that:

11.1             Dr. Jefferies acknowledges that:

1. he has been advised by UBC to seek independent legal advice in connection with the review and execution of this Agreement;
2. he has neither sought from UBC, nor been provided by UBC with, any legal or other advice in connection with the review and execution of this Agreement;
3. as a party to License Agreement #1, he acknowledges and agrees to the terms of this Agreement in so far as they pertain to License Agreement #1; and
4. he is a shareholder of GeneMax Corp., he is the Chairman of the Board and the Chief Scientific Officer of GeneMax Corp. and he is either a director, officer and/or affiliate of each of GeneMax Pharmaceuticals and GeneMax Canada and, as such, has agreed to waive any and all entitlement to any and all benefits that he may have pursuant to the terms of his employment with UBC, whether under the patent and licensing policy of UBC or any other UBC policy, with respect to any payment, consideration or benefit derived by UBC pursuant to the terms of this Agreement.

12.1             This Agreement contains the entire agreement between UBC and GeneMax with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto.

12.2             The delivery of this Agreement by fax shall constitute valid and effective delivery. This Agreement may be executed and delivered in any number of counterparts with the same effect as if all parties hereto had all signed the same document. All counterparts shall be construed together and shall constitute one and the same original agreement.

12.3             This Agreement shall be governed by and construed in accordance with the laws and Courts of the Province of British Columbia and the federal laws of Canada applicable therein.

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

12.5             No condoning, excusing or overlooking by any party of any default by any other party in respect of any provisions of this Agreement shall operate as a waiver of such party's rights in respect of any continuing or subsequent default.

12.6             The terms and provisions, covenants and conditions contained in this Agreement which, by the terms hereof, require their performance by the parties after the expiration or termination of this Agreement, shall be and remain in force notwithstanding such expiration or other termination of this Agreement for any reason whatsoever. Without limiting the generality of the forgoing it is confirmed that Articles 2.1, 2.2, 4.3, 4.5, 6.1, 8.1, 10.1. 11.1 and 12.6 shall survive any expiration or termination of this Agreement.

12.7             The parties acknowledge that the law firm of Richards Buell Sutton LLP has acted solely for UBC in connection with this Agreement.

12.8              No modifications of this Agreement shall be binding unless executed in writing by the parties.

SIGNED BY THE PARTIES AS AN AGREEMENT on the _____ day of January, 2006.

ACKNOWLEDGED AND AGREED TO BY:

_______________________________

THIS AGREEMENT is made effective on this 23^rd day of January, 2006.

BETWEEN:

AND:

AND:

AND:

AND:

A.        UBC, GeneMax Canada, GeneMax Pharmaceuticals and Dr. Jefferies have entered into the following agreements (collectively, the "UBC Agreements"):

by UBC against GeneMax under the UBC Agreements would be paid by GeneMax in consideration of UBC providing GeneMax with an option (the "Option") to acquire, by way of assignment, all of UBC's right, title and interest in and to the technologies licensed to GeneMax Pharmaceuticals under the terms of the License Agreements; and

C.        GeneMax has now validly exercised the Option under the Option and Settlement Agreement, and the parties hereto have agreed to an assignment of the technologies licensed to GeneMax Pharmaceuticals under the terms of the License Agreements in accordance with the terms and conditions set out in this agreement (the "Agreement").

1.1        In this Agreement:

1. "Agreement" is defined in Recital C;
2. "Assignment Date": means the date of the due and complete exercise of the Option by GeneMax under the terms of the Option and Settlement Agreement;
3. "CRA" is defined in Recital A;
4. "Demand Letter" is defined in Recital B;
5. "License Agreement #1" is defined in Recital A;
6. "License Agreement #2" is defined in Recital A;
7. "Option" is defined in Recital B;
8. "Patents" means the patents and patent applications described in Schedule "1";
9. "Technology" means the technology and Patents described in Schedule "1"; and
10. "UBC Agreements" means, collectively, License Agreement #1, License Agreement #2 and the CRA.

2.1        The parties agree that License Agreement #1, License Agreement #2, and the CRA shall be terminated on the Assignment Date. The parties confirm that, notwithstanding the termination of these UBC Agreements, the following provisions shall remain in full force and effect:

1. License Agreement #1: Articles 1.1, 4.0, 7.1, 7.2, 8.0, 9.0, 20.2, 20.3 and 20.5;
2. License Agreement #2: Articles 1.1, 5.0, 8.1, 8.2, 9.0, 10.0, 18.2, 18.4 and 19.0; and
3. CRA: Articles 1.1, 2.4, 4.2, 5.1, 6.0, 7.0, 8.1, 10.3, 10.4, 11.0, 12.0 and 13.4.

2.2        GeneMax Pharmaceuticals, GeneMax Corp. and GeneMax Canada each hereby releases and forever discharges UBC, including UBC's past and present governors, officers, directors, employees, agents, successors and assigns, from any and all actions, causes of action, claims, demands, damages, costs or expenses arising from or in connection with the UBC Agreements; provided, however, that this release will not affect the liability or obligation of UBC and GeneMax Pharmaceuticals, GeneMax Corp. and GeneMax Canada to observe and perform their respective covenants under this Agreement.

3.2        Notwithstanding Article 3.1 above, GeneMax hereby:

1. grants to UBC a worldwide, non-exclusive license to use the Technology without charge in any manner whatsoever for research, scholarly publication and educational uses; and
2. acknowledges and agrees that UBC shall not be restricted from presenting or publishing accounts of its research relating to the Technology.

3.3        The rights granted to UBC pursuant to Article 3.2 shall be irrevocable, royalty-free and perpetual.

3.4        GeneMax acknowledges that it will also reimburse to UBC up to CDN. $10,000 for any further costs and expenses incurred by UBC in connection with the assignment from UBC to GeneMax of the Technology, including any costs and expenses incurred in connection with the formal assignment of the Patents and related files from UBC to GeneMax.

3.5        UBC and GeneMax also agree that they shall, respectively, at all times hereafter, execute and deliver, at the reasonable request of the other party hereto (and upon reimbursement by such other party of all reasonable out-of-pocket costs), all such further documents and instruments and shall do and perform all such reasonable acts as may be necessary to give full effect to the intent and meaning of this Agreement.

4.1       Dr. Jefferies acknowledges that:

1. he has been advised by UBC to seek independent legal advice in connection with the review and execution of this Agreement;
2. he has neither sought from UBC, nor been provided by UBC with, any legal or other advice in connection with the review and execution of this Agreement;
3. as a party to License Agreement #1, he acknowledges and agrees to the terms of this Agreement in so far as they pertain to License Agreement #1; and
4. he is a shareholder of GeneMax Corp., he is the Chairman of the Board and the Chief Scientific Officer of GeneMax Corp. and he is either a director, officer and/or affiliate of each of GeneMax Pharmaceuticals and GeneMax Canada and, as such, has agreed to waive any and all entitlement to any and all benefits that he may have pursuant to the terms of his employment with UBC, whether under the patent and licensing policy of UBC or any other UBC policy, with respect to any payment, consideration or benefit derived by UBC pursuant to the terms of this Agreement.

5.1        GeneMax will, for so long as it continues to own, develop or control the Technology, procure and maintain the insurance outlined the License Agreements mutatis mutandis, and will otherwise comply with the insurance provisions contained in the License Agreements.

6.1        UBC shall not be liable for consequential or incidental damages arising from any breach or breaches of this Agreement or the UBC Agreements. UBC's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by GeneMax, whether direct, indirect, special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by UBC, its Board of Governors, officers, employees, faculty, students or agents shall be limited to the sum of CDN. $2,000.00.

6.2        GeneMax hereby indemnifies, holds harmless and defends UBC, its Board of Governors, officers, employees, faculty, students, and agents against any and all claims, damages or losses (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights with respect to the Technology by GeneMax, including, without limiting the foregoing, against any claims, damages or losses, consequential or otherwise, arising from or out of the use of the Technology, or any products relating to the Technology, by GeneMax, or its customers, licensees, sublicensees, agents, collaborators, affiliates or their customers or end users, howsoever the same may arise.

6.3        GeneMax acknowledges that the assignment of the Technology hereunder is on an "as is" basis. GeneMax acknowledges that it has conducted its own due diligence with respect to the Technology.

7.1       GeneMax Pharmaceuticals, GeneMax Corp. and GeneMax Canada each hereby represent and warrant to UBC that:

1. they are corporations duly organized, existing and in good standing under the laws of the jurisdiction in which they are incorporated;
2. they have the power, authority and capacity to enter into this Agreement and to carry out the transactions contemplated by this Agreement, all of which have been duly and validly authorized by all requisite corporate proceedings; and
3. they shall at all times hereafter execute and deliver, at the reasonable request of UBC, all such further documents and instruments and shall do and perform all such reasonable acts as may be necessary to give full effect to the intent and meaning of this Agreement.

7.2        Subject to Article 3.4, each party will be responsible for and bear all of its own costs and expenses (including the expenses of its advisors and representatives) incurred connection with the negotiation and drafting of this Agreement.

7.3        GeneMax agrees that it shall at all times hereafter execute and deliver, at the reasonable request of UBC, all such further documents and instruments and shall do and perform all such reasonable acts as may be necessary to give full effect to the intent and meaning of this Agreement.

8.1        This Agreement shall be governed by and construed in accordance with the laws and Courts of the Province of British Columbia and the federal laws of Canada applicable therein.

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

8.3        No condoning, excusing or overlooking by any party of any default by any other party in respect of any provisions of this Agreement shall operate as a waiver of such party's rights in respect of any continuing or subsequent default.

8.4        The terms and provisions, covenants and conditions contained in this Agreement which by the terms hereof require their performance by the parties after the expiration or termination of this Agreement shall be and remain in force notwithstanding such expiration or other termination of this Agreement for any reason whatsoever.

8.5        The parties acknowledge that the law firm of Richards Buell Sutton LLP has acted solely for UBC in connection with this Agreement.

8.6        This Agreement sets forth the entire understanding between UBC and GeneMax with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto and no modifications hereof shall be binding unless executed in writing by the parties.

               SIGNED BY THE PARTIES AS AN AGREEMENT on the _____ day of __________, 2006.

ACKNOWLEDGED AND AGREED TO BY:

_______________________________