0001144204-10-027406 Sample Contracts

May 3, 2010 Dear Robert Andrade (“Employee”):
Adherex Technologies Inc • May 14th, 2010 • Biological products, (no disgnostic substances) • North Carolina

On behalf of the Board of Directors of Adherex Technologies, Inc. (“Adherex” or the “Company”), I am pleased to make you an executable offer to join the Company as its Chief Financial Officer. The purpose of this agreement is to clarify the terms of Employee’s employment with the Company, including Employee’s compensation level and benefit entitlements.

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North Carolina Commercial Lease Agreement
North Carolina Commercial Lease Agreement • May 14th, 2010 • Adherex Technologies Inc • Biological products, (no disgnostic substances) • North Carolina

This Commercial Lease Agreement ("Lease") is made and effective the 1st day of January, 2010, by and between VALFERN HOLDINGS, INC. ("Landlord") and ADHEREX TECHNOLOGIES, INC. ("Tenant").

ADHEREX TECHNOLOGIES INC. INDEPENDENT DIRECTOR AGREEMENT
Independent Board Member Agreement • May 14th, 2010 • Adherex Technologies Inc • Biological products, (no disgnostic substances) • Ontario

This Agreement is entered into as of May 3, 2010, by and between Adherex Technologies Inc. (the “Company”) and _____ (“Director”). The parties agree as follows:

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