SECURITY AGREEMENT

Exhibit 10.45

SECURITY AGREEMENT

        This Security Agreement (as amended, modified or otherwise supplemented from time to time, this " Security Agreement "), dated as of November 8, 2006, is executed by Linda Pestano (together with its successors and assigns, " Debtor "), in favor of Biomira Inc. , as secured party (together with its successors and assigns, " Secured Party ").

RECITALS

        A.    Debtor has executed a promissory note, dated as of the date hereof (as amended, modified or otherwise supplemented from time to time, (the " Note ") in the principal amount of $66,889 in favor of the Secured Party.

        B.    In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Security Agreement and to grant Secured Party the security interest in the Collateral described below.

AGREEMENT

        NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor hereby agrees with Secured Party as follows:

        1.     Definitions and Interpretation.     When used in this Security Agreement, the following terms have the following respective meanings:

•         " Collateral " has the meaning given to that term in Section 2 hereof.

          " Event of Default " has the meaning given to that term in the Note.

          " Lien " shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing.

          " Obligations " means all loans, advances, debts, liabilities and obligations owed by Debtor to the Secured Party, now existing or hereafter arising under or pursuant to the terms of the Note and this Security Agreement, including, all interest, fees, charges, expenses, attorneys' fees and costs chargeable to and payable by Debtor hereunder and thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

          " Person " shall mean and include an individual, a partnership, a corporation, a business trust, a joint stock company, a limited liability company, an unincorporated association or other entity and any domestic or foreign national, state or local government, any political subdivision thereof, and any department, agency, authority or bureau of any of the foregoing.

          " Pledged Securities " shall have the meaning given to such term in Exhibit A .

          " Transaction Documents " shall mean the Note and this Security Agreement.

          " UCC " means the Uniform Commercial Code as in effect in the State of Washington from time to time.

Terms defined in the UCC and not otherwise defined herein shall have the respective meanings set forth in the UCC.

        2.     Security Interest.     

•         (a)     Grant of Security Interest.     As security for the Obligations, Debtor hereby grants to Secured Party and pledges to Secured Party, a security interest of first priority in all right, title and interests of Debtor in and to the property described in Exhibit A hereto, whether now existing or hereafter from time to time acquired (collectively, the " Collateral ").

          (b)     Delivery of Pledged Collateral; Financing Statements.     All certificates or instruments representing or evidencing the Pledged Securities shall immediately be delivered to Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, in the form set forth as Exhibit B . Debtor hereby covenants to immediately deliver to Secured Party any Pledged Securities distributed to Debtor pursuant to the terms of the Escrow Agreement (as defined in Exhibit A ).

          (c)     Voting Rights.     

  •         (i)     Rights Prior to an Event of Default.     So long as no Event of Default shall have occurred and be continuing, Debtor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities or any part thereof for any purpose not inconsistent with the terms of this Security Agreement.

            (ii)     Rights Following an Event of Default.     Upon the occurrence and during the continuance of an Event of Default, all rights of Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 2(c)(i) and all such rights shall thereupon become vested in Secured Party which shall thereupon have the sole right, but not the obligation, to exercise such voting and other consensual rights.

          (d)     Dividends.     Debtor agrees that any and all (A) dividends and interest paid or payable, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for any Pledged Securities, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Securities, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Debtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Debtor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement) to be held as part of the Collateral.

          (e)     Request For Release.     At any time that Secured Party holds any Pledged Securities as Collateral for the Obligations, Debtor may sell all or part of the Pledged Securities, provided that Debtor provides ten (10) days prior written notice of such sale and that the proceeds of such sale are used to prepay the Note and provided further that such sale is upon fair and reasonable terms and as part of an arm's length transaction. Secured Party agrees to release its security interest with respect to any Pledged Securities subject to such sale and to take all further action necessary to effect the intent of the foregoing.

        3.     Representations and Warranties.     Debtor represents and warrants to Secured Party that:

•         (a)   Debtor is the owner of the Collateral (or, in the case of after-acquired Collateral, at the time Debtor acquires rights in the Collateral, will be the owner thereof) and that no other Person has (or, in the case of after-acquired Collateral, at the time Debtor acquires rights therein, will have) any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral;

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•         (b)   Debtor's full legal name is Linda Pestano;

          (c)   Debtor's primary residence is the same as its address for notices as set forth in Section 7(a) below; and

          (d)   Debtor's date of birth is May 3, 1968.

        4.     Covenants Relating to Collateral.     Debtor hereby agrees (a) to perform all acts that may be necessary to maintain, preserve, protect and perfect the Collateral, the Lien granted to Secured Party therein and the perfection and priority of such Lien; (b) without 30 days' prior written notice to Secured Party, not to change Debtor's legal name or primary residence, (c) to procure, execute and deliver from time to time any endorsements, assignments, financing statements and other writings reasonably deemed necessary or appropriate by Secured Party to perfect, maintain and protect its Lien hereunder and the priority thereof and to deliver promptly to Secured Party all certificated securities constituting Collateral; and (d) except as explicitly permitted by this Security Agreement, not to surrender or lose possession of (other than to Secured Party), sell, encumber, lease, rent, or otherwise dispose of or transfer any Collateral or right or interest therein, and to keep the Collateral free of all Liens.

        5.     Authorized Action by Secured Party.     Debtor hereby irrevocably appoints Secured Party as its attorney-in-fact (which appointment is coupled with an interest) and agrees that Secured Party may perform (but Secured Party shall not be obligated to and shall incur no liability to Debtor or any third party for failure so to do) any act which Debtor is obligated by this Security Agreement to perform, and to exercise such rights and powers as Debtor might exercise with respect to the Collateral, including the right to (a) collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or on account of the Collateral; (b) deposit, surrender, accep