Assignment of Inventions, Work Practises and Confidentiality Agreement

1.1

“ Confidential Information ” means confidential information of NeuroMed disclosed to you by NeuroMed, which shall include but not be limited to proprietary assays, screening strategies and technologies, targets for drug discovery, chemical formulae, commercial and financial information concerning the corporate and scientific and pharmaceutical research activities and plans of NeuroMed and includes all Proprietary Developments.

1.2

“ NeuroMed’s Business ” means the specific biomedical research and development activities conducted by NeuroMed including the discovery and development of novel calcium channel blockers for the purpose of treating neurological diseases;

1.3

“ Proprietary Development ” means a development or developments including, without limitation;

(a)

enhancements, modifications, additions or other improvements to the intellectual property or assets owned, license, sold, marketed or used by NeuroMed in connection with NeuroMed’s Business;

(b)

trademarks, copyrights, trade names, business names, logos, design marks and other proprietary marks;

(c)

inventions, devices, discoveries, concepts, ideas, formulae, know-how, processes, techniques, systems, methods and any and do improvements, enhancements and modifications thereto, whether patented or not;

1.4

“ Affiliated ” shall have the meaning ascribed to that term under the Canada Business Corporations Act RSC, 1985, C.44, as amended.

2.

Confidentiality

2.1

Basic Obligation Of Confidentiality - In consideration of the payment by us to you of the sum of $10 and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you acknowledge and agree that in the course of your involvement with NeuroMed’s Business, NeuroMed may disclose to you or you may otherwise be exposed to NeuroMed’s Confidential Information. NeuroMed agrees to provide such access to you and you agree to receive and hold the Confidential Information on the terms and conditions set out herein. Except as set out below, you will keep strictly confidential all Confidential Information and all other information that you acquire, see, or are informed of, as a direct or indirect consequence of your involvement with NeuroMed in any capacity or that is revealed to you by NeuroMed or is generated through negotiations or

other activities of the parties in connection with your involvement, in any capacity, with NeuroMed’s Business.

2.2

Fiduciary Relationship . You will be and act toward NeuroMed as a fiduciary and you will not use, duplicate, publish, or disclose at any time, either during or after your involvement in any capacity with NeuroMed, any of the Confidential Information, whether or not conceived, originated, discovered, or developed in whole or in part by you. The restrictions in this paragraph will not apply to information received by you from NeuroMed only when and to the extent a particular item ceases to fit within the definition of Confidential Information set out above or as determined by a Court of competent jurisdiction.

2.3

Non-disclosure . Unless NeuroMed first gives you written permission to do so, you will not:

(a)

use or duplicate Confidential Information or recollections thereof;

(b)

disclose Confidential Information or recollections thereof to any third party; or

(c)

translate or adapt any Confidential Information or permit any Confidential Information to be used, copied, translated or adapted except as otherwise expressly permitted by this Agreement or by NeuroMed in a written instrument signed by an authorised officer of NeuroMed.

2.4

Exemptions From Confidential Information. Confidential Information shall not include information that;

(a)

is, at the date hereof or hereafter, in the public domain without misappropriation, wrongful appropriation of trade secrets, breach of contractual or fiduciary obligation or infringement and through no fault of yours;

(b)

is, after the date hereof, properly obtained by you from a third party ,which party has a valid legal right to disclose such information to you and which party is not under a confidentiality obligation to NeuroMed; or

(c)

is required to be disclosed by law, court order or regulatory process, if NeuroMed is given sufficient notice of any such proceeding or requirement to dispute the obligation to disclose;

3.

Moral Rights . The Company, its assignees and its licensees, are not required to designate you as the author of any Proprietary Developments. You hereby waive in whole all moral rights, and agree never to assert any moral rights which you may have, in any proprietary Developments, including, without limitation, the right to the integrity of any Proprietary Developments, the right to restrain or claim damages for any distortion, mutilation or other modification or enhancement of any Proprietary Developments and the right to restrain, use or reproduce any Proprietary Developments in any context and in connection with any product, service, cause or institution and you further confirm that the Company may use or alter any such Proprietary Developments as the Company sees fit in its absolute discretion.

4.

Taking Precautions . You will take all reasonable precautions necessary or prudent to prevent material in your possession or control that contains or refers to Confidential Information from being discovered, used, or copied by third parties.

5.

NeuroMed’s Ownership of Confidential Information. As between you and NeuroMed, all right, title and interest in and to the Confidential Information, whether or not created or developed by you, is and shall remain NeuroMed’s property.

6.

Control of Confidential Information and Return of Information. All physical materials produced or prepared by you containing Confidential Information, including designs, formula, memoranda, test results and notes of experiments, drawings, plans, prototypes, samples, accounts, reports, financial statements or proforma estimates and any other materials prepared in the course of your responsibilities or for the benefit of NeuroMed shall belong to NeuroMed, and you will turn over possession to NeuroMed of all such items in your possession or control promptly when NeuroMed requests you to do so.

7.

Purpose of Use. You will use Confidential Information only for purposes authorised or directed by NeuroMed and its officers and you will not seek access to any Confidential Information that is not relevant to or necessary for those purposes. Such purposes are referred to in this Agreement as the “Permitted Use”.

8.

Duration of Obligation. Except as NeuroMed agrees otherwise in a written instrument signed by an authorised officer of NeuroMed, your obligations of confidentiality under this Agreement shall subsist for the longer of:

8.1

ten years after the termination of your involvement with NeuroMed; and

8.2

with respect to particular items of Confidential Information or material, for so long as those items are not in the public domain, but your obligations will continue if those items enter the public domain as a consequence of a