ProtoKinetix, Inc. Sample Contracts

PROTOKINETIX, INCORPORATED CONSULTING AGREEMENT
Consulting Agreement • March 30th, 2016 • ProtoKinetix, Inc. • Pharmaceutical preparations • Nevada

This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of December 21, 2015 and made effective as of January 1, 2016 (the “Effective Date”), by and between ProtoKinetix, Incorporated, a Nevada corporation (“Company”), and Susan M. Woodward, an individual (“Consultant”).

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AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 12th, 2017 • ProtoKinetix, Inc. • Pharmaceutical preparations • Colorado

This Amendment to the Consulting Agreement (the “Amendment”) is entered into on September 1, 2017 (“Effective Date”), by and between Clarence E. Smith (the “Consultant”) and ProtoKinetix, Incorporated (the “Company”).

PROTOKINETIX, INCORPORATED CONSULTING AGREEMENT
Consulting Agreement • February 21st, 2017 • ProtoKinetix, Inc. • Pharmaceutical preparations • Colorado

This CONSULTING AGREEMENT (the "Agreement") is made and entered into as of December 30, 2016 and made effective as of January 1, 2017 (the "Effective Date"), by and between ProtoKinetix, Incorporated, a Nevada corporation ("Company"), and Clarence E. Smith, an individual ("Consultant").

PROTOKINETIX, INCORPORATED DIRECTOR CONSULTING AGREEMENT
Director Consulting Agreement • February 21st, 2017 • ProtoKinetix, Inc. • Pharmaceutical preparations • Colorado

This DIRECTOR CONSULTING AGREEMENT (the "Agreement") is made and entered into as of December 30, 2016 and made effective as of January 1, 2017 (the "Effective Date"), by and between ProtoKinetix, Incorporated, a Nevada corporation ("Company"), and Edward P. McDonough, an individual (the "Director").

AMENDMENT TO DIRECTOR CONSULTING AGREEMENT
Director Consulting Agreement • September 12th, 2017 • ProtoKinetix, Inc. • Pharmaceutical preparations • Colorado

This Amendment to the Director Consulting Agreement (the “Amendment”) is entered into on September 1, 2017 (“Effective Date”), by and between Edward P. McDonough (the “Consultant”) and ProtoKinetix, Incorporated (the “Company”).

PROTOKINETIX, INCORPORATED CONSULTING AGREEMENT
Consulting Agreement • November 15th, 2017 • ProtoKinetix, Inc. • Pharmaceutical preparations • Colorado

This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of November 14, 2017 (the “Effective Date”), by and between ProtoKinetix, Incorporated, a Nevada corporation (“Company”), and Michael R. Guzzetta, CPA, an individual (“Consultant”).

WARRANT AGREEMENT
Warrant Agreement • March 17th, 2023 • ProtoKinetix, Inc. • Pharmaceutical preparations

Neither THE WARRANT, NOR THE SHARES UNDERLYING THE WARRANT, GRANTED HEREUNDER TO WHICH THIS WARRANT AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE securities act of 1933, as amended (the “1933 Act”) AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 12th, 2017 • ProtoKinetix, Inc. • Pharmaceutical preparations • Colorado

This Amendment to the Consulting Agreement (the “Amendment”) is entered into on September 1, 2017 (“Effective Date”), by and between Grant Young (the “Consultant”) and ProtoKinetix, Incorporated (the “Company”).

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Consulting Agreement • November 9th, 2017 • ProtoKinetix, Inc. • Pharmaceutical preparations • Colorado

THIS ASSIGNMENT AND LIMITED POWER OF ATTORNEY is made as of the ____ day of November 2017 by Susan Woodward whose address is c/o Peter Brosse (“Assignor”), and ProtoKinetix, Incorporated, c/o Clarence Smith (“Assignee”).

TECHNOLOGY TRANSFER AGREEMENT
Technology Transfer Agreement • May 20th, 2015 • ProtoKinetix, Inc. • Pharmaceutical preparations • British Columbia

PROTOKINETIX, INC. a Nevada company having its address for notices hereunder at c/o 9176 South Pleasant Highway, St. Marys, West Virginia, USA 26170

PROTOKINETIX, INCORPORATED DIRECTOR CONSULTING AGREEMENT
Director Consulting Agreement • August 14th, 2015 • ProtoKinetix, Inc. • Pharmaceutical preparations • Nevada

This DIRECTOR CONSULTING AGREEMENT (the "Agreement") is made and entered into as of July 1, 2015 (the "Effective Date"), by and between ProtoKinetix, Incorporated, a Nevada corporation ("Company"), and Edward P. McDonough, an individual the ("Director").

October 27, 2014 Intrepid Innovations Corporation
ProtoKinetix, Inc. • November 6th, 2014 • Pharmaceutical preparations
ITR MASTER CONTRACT
Itr Master Contract • May 16th, 2016 • ProtoKinetix, Inc. • Pharmaceutical preparations • Quebec

WHEREAS, Sponsor has the rights to certain compounds, materials or other substances (“Test Materials”) and desires to have ITR conduct a preclinical study or studies of the Test Materials (“Study” or “Studies”);

SUB-LICENSE AGREEMENT
Sub-License Agreement • September 28th, 2004 • ProtoKinetix, Inc. • Services-business services, nec • Nevada

This Sub-License Agreement (the “Agreement”) is entered into as of this the _____ day of August, 2004 (the “Effective Date”) among ProtoKinetix, Inc., a Nevada corporation with its principle place of business at Suite 1500, 885 West Georgia Street, Vancouver, BC, Canada, V6C 3E8 (“PKTX” or “Licensee”), The Perigene Company, acting as a trust, with its principal place of business at 381 Kent Street, Suite 4001, Ottawa, Ontario, Canada K2P 2A 8 (“Perigene”) and L’Institut National des Sciences Appliques de Rouen (“INSA”) located at Place Emile Bloudel, 76131 Mont Saint Aignan Cedex, France. Licensee, Perigene and INSA are occasionally referred to herein individually as a “Party” and collectively as the “Parties.”

SETTLEMENT AND INDEMNITY AGREEMENT
Settlement and Indemnity Agreement • April 14th, 2015 • ProtoKinetix, Inc. • Pharmaceutical preparations • British Columbia
ROYALTY AGREEMENT
Royalty Agreement • April 14th, 2015 • ProtoKinetix, Inc. • Pharmaceutical preparations • Alberta

WHEREAS certain intellectual property (the "Patent Rights" as herein defined) developed at University by the Inventor is assigned to the University which development was engaged in conjunction with and by permission of Protokinetix employing patented intellectual property ("PIP") of Protokinetix;

COLLABORATIVE RESEARCH AGREEMENT
Collaborative Research Agreement • August 15th, 2016 • ProtoKinetix, Inc. • Pharmaceutical preparations • British Columbia

THE UNIVERSITY OF BRITISH COLUMBIA, a corporation continued under the University Act of British Columbia with offices at 103 – 6190 Agronomy Road, Vancouver, British Columbia, V6T 1Z3 (“UBC”) AND VANCOUVER COASTAL HEALTH AUTHORITY, a regional health board established under the Health Authorities Act (British Columbia) having its research administrative offices at Room 3665 – 910 West 10th Avenue, Jim Pattison Pavilion North, VGH, Vancouver, British Columbia, V5Z 1M9 (“VCHA”)

WARRANT AGREEMENT
Warrant Agreement • March 17th, 2023 • ProtoKinetix, Inc. • Pharmaceutical preparations

Neither THE WARRANT, NOR THE SHARES UNDERLYING THE WARRANT, GRANTED HEREUNDER TO WHICH THIS WARRANT AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE securities act of 1933, as amended (the “1933 Act”) OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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