COMMERCIAL LEASE AGREEMENT INDEX

Exhibit 10.17

David Nichols Realty, Inc.

COMMERCIAL LEASE AGREEMENT INDEX

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COMMERCIAL LEASE AGREEMENT

         THIS LEASE , made this 26th day of March, 2004 between PROLX PHARMACEUTICALS CORP., a Delaware Corporation (hereinafter called Tenant and 221 E. 6th ST. L.L.C. (hereinafter called Landlord).

1.

LEASED PREMISES. Landlord hereby leases to Tenant and Tenant leases from Landlord for the term, at the rental, and upon all the conditions set forth herein, that certain real property situated in the City of Tucson, County of Pima, State of Arizona, as follows:

Approximately 6500 square feet fronting 6th Street (Front Suite)

In addition, described on Exhibit A attached, Leased Premises outlined in yellow hereto and made a part hereof. Said real property including the land and all improvements thereon, is herein called the "Leased Premises."

2.

USE OF LEASED PREMISES. The Leased Premises shall be used only as:

Office and Laboratories for pharmaceutical research and development

3.

ZONING. It is agreed that Tenant has investigated the zoning and determined by the Tenant to be correct, in all respects, for the business use as stated herein.

4.

COMPLIANCE WITH LAWS. The Tenant agrees to conduct the business in a legal manner and in accordance with Municipal, County, State and Federal regulations and requirements, and to zoning ordinances.

The Tenant shall faithfully and promptly execute and comply with all present and future statutes, ordinances, rules, orders, regulations and requirements of the Federal, State, City and County authorities and of any and all their departments and bureaus applicable to said Leased Premises and the use thereof. Should the Tenant, or the Health, building or City, County, State or Federal authorities require any changes or improvements in or to the Leased Premises, the Tenant shall first obtain the written consent from the Landlord for such changes, and all such changes or improvements shall be done at the sole expense and risk of the Tenant. The Tenant agrees to comply with all provisions, covenants, conditions and restrictions as recorded in the office of the County Recorder of Pima County, Arizona. Any interruption or stoppage in the use and occupancy of the Leased Premises shall not affect the rental terms, conditions and covenants contained in this Lease.

5.

CONDUCT OF BUSINESS. Tenant shall not leave the Leased Premises unoccupied or vacant but shall throughout the term of this Lease conduct and carry on the type of business for which the Leased Premises are leased at its usual business hours and manner.

6.

TERM. TO HAVE AND HOLD the same to the said Tenant from the 1st day of April, 2004, through the 31st day of March, 2011.

7.

RENT. And the said Tenant, in consideration of the leasing of the premises hereinabove set forth, covenants and agrees with the Landlord to pay the said Landlord as rent for the property the total sum of Four Hundred Forty Four Thousand Seven Hundred Forty Seven Dollars and Forty Two Cents ($444.747.72), lawful money of the United States of America, which amount is now due and payable; however, so long as the Tenant shall keep and perform each and all of the covenants and agreements herein mentioned, then the Tenant shall have the option of paying the above-referenced rental sum as set forth in Addendum A, attached hereto. In addition to the foregoing rent, Tenant covenants and agrees to pay all other payments and charges payable by Tenant hereunder which, however denominated, shall constitute rent.

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8.

MONTHLY RENTAL PAYMENTS. Starting April 1st, 2004, the Tenant shall pay as rent monthly installments of $5000.00, plus rental tax on the first day of the lease period and a like sum on the first day of each and every successive calendar month thereafter, except that the monthly rent and rental tax shall be adjusted as herein provided. Tenant shall pay the rent in a timely manner. Tenant shall pay a late charge of 10% of monthly rent and tax for rent paid TEN (10) days or more past due date. *Payments to increase as per attached Addendum A.

In addition to the monthly rental payments hereinabove called for, the Tenant agrees to pay to the Landlord each and every month during the term of this Lease, or any extension thereof, an amount presently equal to TWO percent (2%) of the gross monthly rent (gross monthly rent shall include rent and Tenant's monthly payment of real property tax and insurance reimbursement as described below), which amount is for the TWO percent (2%) "Business Privilege License Tax" as imposed by the City of Tucson. In the event the City, or State, or both, should impose an increase or additional tax, the Tenant agrees to pay said increase and such additional tax. The Landlord, in turn, shall pay these amounts to the proper governmental body. Said tax, as of the date of this Lease, is One hundred Fourteen dollars and sixty four cents ($114.64) per month. The Tenant hereby agrees to pay any and all other taxes levied or assessed by State, County, and/or City or Federal authorities applying to or affecting the Leased Premises, including all taxes on all merchandise and stock and all taxes on all equipment as owned by Tenant or on Landlord's equipment used by Tenant, and to pay all license fees, sales taxes for conducting the business.

Tenant agrees to pay any real property taxes levied for the 2003 tax year, prorated as of April 1st, 2004 and each successive year thereafter. Tenant shall pay his share of the annual real property tax. It shall be computed on a pro rata share of square footage per unit, if there are multiple units. Tenants percentage of their space to total property is 46%, as designated by Tax Code #117-04-0710. Taxes for the 2003 tax year are $15,395.34.

Tenant agrees not to deduct from the herein rental payments any cost or expense whatsoever involving repairs, maintenance or alterations to the Leased Premises or for anything else, unless written consent is first obtained by the Tenant from the Landlord or from the Agent.

9.

OPTION TO RENEW. The Tenant shall have an option to renew this Lease for one term of 3 year(s); provided, however, that the Tenant shall not be in default of any of the terms, conditions, and covenants of this Lease and further providing that written notice is given by the Tenant to the Landlord of its intention to renew at least ninety (90) days prior to the expiration of this Lease. All the terms and provision of this Lease shall apply to said one three-year extension, provided, however, that Landlord reserves the right to renegotiate and increase the monthly rent.

10.

SECURITY DEPOSIT. On or before the date of execution of the lease, Tenant will deposit with Landlord the total sum of Five thousand Dollars ( $5000.00 ) (hereinafter referred to as "Security Deposit"). For the first three months the base rent will be free. The base rent, plus property taxes, fire insurance, and sales tax for the fourth month will be $5,846.62 due on the first day of the second month.

Security Deposit shall be held by Landlord as security for the faithful performance by Tenant of all the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease, including, but not limited to the provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied Tenant shall, within five (5) days after written demand therefore deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount and

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• Tenant's failure to do so shall be a default under this Lease. Landlord shall not be required to keep this security deposit separate from its general funds, and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) within TEN (10) days following expiration of the Lease Term. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer said deposit to Landlord's successor in interest and shall have no further obligation with respect thereto.

11.

WHERE PAYABLE. All rental payments shall be made payable to the order of 221 E. 6th Street L.L.C. in care of David Nichols Realty Inc. Tucson, Arizona 85701, ATTN: David Nichols, 49 N. Scott Ave. Tucson, AZ 85701 during the entire term of this Lease unless otherwise designated by Landlord.

12.

MAINTENANCE OF LEASED PREMISES.

A.

Landlord's Obligations : Prior to the tenants occupancy, Landlord agrees to clean the interior and exterior of said property, repair broken glass, roller-blinds, vertical blinds, all lighting fixtures, service heat-pumps and A/C. Within two months of occupancy, Landlord agrees to paint exterior building that is agreeable to ProlX and Landlord. Landlord to take care of all exterior landscaping and responsible for the removal of any graffiti on the said premises.

B.

Tenants Obligations : Tenant at all times during the term of this Lease, at its own cost and expense, shall keep and maintain or cause to be kept and maintained in good condition and repair, ordinary wear and tear excepted, all building improvements and fixtures at any time erected on the Leased Premises, and shall use all reasonable caution to prevent waste, damage or injury. Tenant agrees to maintain air conditioning and heating pumps in working order. Tenant shall provide and pay for janitorial services and pay for 46% of monthly dumpster fee. Tenant shall pay all special medical waste removal fees.

13.

UTILITIES AND GLASS. Tenant further agrees to connect to and pay for all water, fuel, light, power, gas, telephone and all other utilities used in or about the Leased Premises, and the Landlord shall in no way be responsible therefore. The Tenant hereby agrees to take full responsibility for all plate glass and other glass in and about the Leased Premises, and should Landlord require that plate glass insurance be carried, the Tenant shall pay the premium. Tenant shall not overload the electrical systems and shall install, after obtaining Landlord's prior written approval, any additional wiring required for Tenant's equipment.

14.

ADVANCE POSSESSION. All terms of this Lease shall be in force from the initial date of possession of key or by physical occupancy of Leased Premises by Tenant. Rent shall continue upon expiration of Lease and until key and possession of Leased Premises is returned to Landlord.

15.

ALTERATIONS AND ADDITIONS. Tenant shall not make or allow to be made any alterations, additions or improvements to or of the Leased Premises or any part thereof without the written consent of Landlord first had and obtained, and any alterations, additions or improvements to or of said Leased Premises, including, but not limited to wall covering, paneling and built-in cabinet work, but excepting movable furniture and trade fixtures installed by Tenant, shall at once become a part of the realty as further evidenced by the signing and filing of a UCC-1 designating the Landlord the Secured Party and shall be surrendered with the Leased Premises if there is a default in complying with the terms of the lease. In the event Landlord consents to the making of any alterations, additions or improvements to the Leased Premises by Tenant, the same shall be made by Tenant in a good, workmanlike and diligent manner at Tenant's sole cost and expense, in accordance with law, with Tenant to obtain all applicable permits.

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16.

LIENS CREATED BY TENANT. The Tenant shall have no power to do any act or to make any contract that may create or be the foundation for any lien upon the Leased Premises or other estate of the Landlord in the Leased Premises or upon any building or improvement thereon, and should any such lien be filed, the Tenant at his own cost and expense shall bond or otherwise discharge the same within ten (10) days after the filing thereof. If Tenant fails to do so, Landlord may (but shall not be obligated to) pay such claim and the amount so paid together with any costs.

Tenant agrees to provide all Tenant Improvements on the Premises. All Tenant Improvements will be performed by properly licensed contractors and will comply with all applicable codes. Notwithstanding anything to the contrary elsewhere in this Lease, Tenant shall not begin construction of Tenant Improvements until such time as Tenant has provided to Landlord and Landlord has approved: (1) architectural plans, drawings, designs and specifications for the work to be performed prepared by an architect licensed in the State of Arizona: (2) a copy of the construction contract or contracts for the work, identifying the contractor, the contractor's license number and license type, the work to be performed and the schedule of construction; (3) certificates of insurance from each contractor, vendor and supplier naming Landlord as an additional insured; (4) copies of all permits required to be obtained from all applicable governmental agencies prior to commencement of any work; and (5) lien waivers from all contractors, vendors and suppliers. Prior to commencement of any work, Tenant shall provide to Landlord any and all information requested by Landlord concerning Tenant's financing of, or method of paying for, Tenant Improvements, which shall be subject to Landlord's prior written approval. Tenant shall obtain interim and final lien waivers and lien releases from all contractors, vendors and suppliers for all labor and material lien rights created by the actions of Tenant, or on behalf of Tenant, and applicable to any property owned by Landlord. Tenant shall provide Landlord with "as built" drawings prepared by a licensed architect within two weeks of the completion of the tenant improvements. Tenant shall also provide Landlord with a copy of the Certificate of Occupancy upon completion of the Tenant Improvements.

17.

LEAKING ROOF. The Landlord shall not be responsible for any damage sustained by the Tenant by reason of water leaking through the roof of said building.

18.

DAMAGE OR INJURY TO PERSONS OR PERSONAL PROPERTY. The Tenant hereby agrees to indemnify, defend and save harmless the Landlord from any and all liability for any damage or injury to person or property caused by or resulting from the Tenant's failure to perform any maintenance or repair as required by the terms and provisions of this Commercial Lease. The Tenant further agrees to indemnify, defend and save harmless the Landlord from any and all loss, damage or liability by reason of any injury or injuries to any person, persons or personal property occurring by reason of Tenant's use or occupancy or through the fault or negligence of the Tenant, his employees or patrons. Landlord shall not be responsible for loss or damage to Tenant or his or anyone else's personal property on the leased premises, for any reason whatsoever, including, but not limited to, fire, flood, weather, maintenance and structural failure of said Leased Premises. Tenant to obtain insurance for his leasehold improvements and personal property and general liability. If Tenant fails to remove such personal property prior to expiration of the Term, it shall become the property of the Landlord.

19.

LANDLORD RULES. The Landlord reserves the right to make such other and further reasonable rules and regulations as in its judgment may from time to time be needful and desirable for the safety, security, care and cleanliness of the Leased Premises and preservation of good order therein. Said rules must be presented to Tenant in writing prior to taking effect.

20.

LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain, maintain and keep in force, by advance payment of premiums, during the term of this Lease a policy of comprehensive public liability and property damage insurance insuring Landlord and Tenant against any liability arising

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• out of the ownership, use, occupancy or maintenance of the Leased Premises and all areas appurtenant thereto. Such insurance shall be in the amount of not less than $1,000,000.00 for injury or death of one person in any one accident or occurrence and in the amount of not less than $1,000,000.00 for bodily injury or death for more than one person in any one accident or occurrence. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least $250,000.00. Alternatively, limits shall be not less than $1,000,000.00 bodily injury and property damage liability insurance combined single limit. The limit of any such insurance shall not, however, limit the liability of the Tenant hereunder. If the Tenant shall fail to procure and maintain said insurance the Landlord may procure the same, and Tenant shall be obligated to reimburse Landlord for the cost thereof, within five days of receipt of the bill therefore. Insurance required hereunder shall be in companies rated A+ or better in "Best's Insurance Guide." Tenant shall deliver to Landlord, prior to right of entry, certificates evidencing the existence and amounts of such insurance. No policy shall be cancelable or subject to reduction of coverage or non-renewed without 30 days prior written notice being given to the Landlord. The insurance provided by Tenant shall specify that it is primary insurance and any insurance maintained by Landlord shall be in excess and not contributory with Tenant's insurance. Landlord and Tenant agree that they shall not be liable to the other and hereby release the other for damage to the Leased Premises and to Tenant's improvements and to loss through business interruption and to loss to personal property from risks insured against under any insurance policies carried by the parties and in force at the time of such damage. This release shall apply only to the extent that such loss is covered by insurance. Tenant shall also maintain worker's compensation insurance as required by state law.

21.

EXEMPTION OF LANDLORD FROM LIABILITY. Tenant agrees Landlord shall not be liable for injury to Tenant's business or for damage to the goods, merchandise or other property of and/or not liable for injury to the person of Tenant as well as Tenant's employees, agents, invitees, customers, contractors or any other person in or about the property, including but not limited to a vandal. Such exemption of Landlord from all liability shall apply whether such damage or injury is caused by or results from fire, utility related damage, weather related damage such as caused by roof leak, building or plumbing defect related damage or from any other cause, including but not limited to, the negligence, and/or any agent of Landlord including an employee or contractor of Landlord as well as whether any such damage or injury results from conditions arising upon the property, other portions of the building of which the property is a part or from other sources or places and regardless of whether the cause of such damage or injury or the means of repairing the same is inaccessible to the Tenant.

Further, Tenant agrees to waive any statutory provision, case law or legal authority which is contrary to and/or nullifies/voids in any way such member/partner protective provisions in the event of any actual or alleged breach of the lease by the Landlord, the sole remedy shall be against the assets of the Landlord which the Tenant acknowledges is a Limited Liability Company and no individual member, partner or other associated entity of the company shall be liable for any damages arising from any act or omission or neglect including negligence, gross negligence and/or willful acts or omissions of Landlord/Owner or of any other Tenant as well as any other Tenant's employees, agents, invitees, customers, contractors or any other person in or about the property, including but limited to a vandal.

Further, Tenant expressly agrees to indemnify, hold harmless and defend Landlord, any owner of Landlord, s