WARRANT

Issuer Corporations:

NeuroMed Technologies Inc. (“ NeuroMed Canada ”), a corporation incorporated under the Yukon Business Corporations Act and

Number of Option Securities

20,000

Option Securities:

At the election of the Holder either of:

(a) at any time prior to the Exchange Time, Units (“Units”) consisting of:

        (i)   one (1) Exchangeable Share of NeuroMed Canada; and

        (ii)  one (1) Special Voting Share of NeuroMed Canada; and

        (iii) one (1) Common Special Voting Share of NeuroMed US;

- or -

(b) at any time after the Exchange Time, one (1) Common Share of NeuroMed US (an “Option Share”)

(each Unit or Option Share being hereinafter referred to as an “ Option Security ”)

Initial Exercise Price:

U.S. $1.15 per Option Security (the “Initial Exercise Price”)

Issue Date:

October 22, 2004 (the “Issue Date”)

Expiration Date:

4:30 p.m. (Vancouver time), on the earlier of (the “Expiration Date”) October 22, 2009 and one (1) year after an initial public offering by a Company

1.1

Grant . The Companies hereby grant to the Holder the right to purchase in whole or in part, at any time and from time to time prior to the Expiration Date, the number of Option Securities set out above at the Initial Exercise Price per Option Security as set forth above, and as adjusted pursuant to the terms of this Warrant (the “ Warrant Price ”).

1.2

Method of Exercise . The Holder may, at any time and from time to time, until the Expiration Date exercise this Warrant, in whole or in part, by delivering to the office of either of the Companies set out in Section 4.5 of this Warrant:

(a)

a duly executed Notice of Exercise in substantially the form attached as Appendix 1;

(b)

if the Holder is exercising this Warrant to acquire Units, a copy of the Exchange Agreement duly executed by the Holder or a covenant to do so upon being provided by NeuroMed Canada with a copy of the Exchange Agreement; and

(c)

unless Holder is exercising the cashless conversion right set out in Section 1.3, a certified cheque or bank draft for the aggregate subscription price for the Option Securities so subscribed for.

1.3

Cashless Conversion Right . In lieu of exercising this Warrant in the manner specified in, Section 1.2, the Holder may, by delivering to the office of either of the Companies as set out in Section 4.5, a duly executed Notice of Exercise in substantially the form attached as Appendix 1, at any time and from time to time until the Expiration Date, convert this Warrant, in whole or in part, into that number of Option Securities determined by dividing (a) the aggregate Fair Market Value of the Option Securities in respect of which the Warrant is so being converted minus the product of the Warrant Price and the number of cash Option Securities in respect of which the Warrant is so being converted by (b) the Fair Market Value of one Unit or one Common Share, as the case may be, for which this Warrant is then being exercised.

1.4

Repurchase on Acquisition .

(a)

“ Acquisition .” For the purpose of this Warrant, “ Acquisition ” means any transaction or series of transactions resulting in:

(i)

the sale, license, or other disposition of all or substantially all of the assets (including intellectual property) or business of either of the Companies; or

(ii)

any reorganization, consolidation, amalgamation, arrangement, merger or other business combination involving either of the Companies and which results in holders of the voting securities of either such Company outstanding before such transaction beneficially owning less than 50% of the outstanding voting securities of the surviving or successor entity after such transaction (other than as a result of the exercise of the Exchange Rights or a mere re-incorporation or corporate continuance); or

(iii)

a take-over bid, tender offer, share exchange or other transaction whereby more than 50% of the outstanding voting securities of either of the Companies are acquired by any person or one or more persons acting jointly or in concert (other than as a result of the exercise and the Exchange Rights).

(b)

Assumption of Warrant . The Companies shall use their reasonable best efforts to cause the surviving or successor entity or offeror under an Acquisition to assume in writing the obligations of this Warrant such that upon the closing or effective date of any Acquisition this Warrant will be exercisable or convertible so as to allow the Holder to acquire on exercise hereof the same securities, cash and property as would be issuable or payable in consideration for the Option Securities issuable upon

exercise of the unexercised portion of this Warrant as if such Option Securities were outstanding on the closing or effective date of such Acquisition.

(c)

Non-assumption . If upon the closing or effective date of any Acquisition the surviving or successor entity or offeror has not assumed in writing the obligations of this Warrant as contemplated in Section 1.4(b) above, the Holder shall have the right to:

(i)

deem this Warrant to have been automatically converted pursuant to the cashless conversion right in Section 1.3 hereof immediately prior to the closing or effective date of such Acquisition such that the Holder shall thereupon be entitled to participate in the Acquisition on the same terms as other holders of the Option Securities; or

(ii)

require either of the Companies to purchase this Warrant, for cash, payable as soon as practicable upon the closing or effective date of such Acquisition for an amount per Option Security equal to two (2) times the Warrant Price in effect at such time.

1.5

Delivery of Certificate and New Warrant . Upon exercise or conversion of this Warrant in the manner contemplated herein, the person or persons in whose name or names; the Option Securities issuable upon exercise of the Warrant are to be issued shall be deemed for all purposes to be the holder or holders of record such Option Securities and promptly upon the Holder exercising or converting this Warrant, the Companies shall deliver or cause to be delivered to Holder certificates for the Option Securities acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the balance of the Warrant not then exercised or converted.

1.6

Exchange of Warrants . At the option of the Holder, this Warrant may be surrendered to and exchanged at the registered office of either of the Companies for one or more Warrant of a like tenor and aggregate number of Option Securities to which the exchanged Warrant is entitled.

1.7

Replacement of Lost or Mutilated Warrant . On receipt of evidence reasonably satisfactory to either of the Companies of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Companies or, in the case of mutilation, on surrender and cancellation of this Warrant, the Companies at its expense shall execute and deliver, in lieu of this Warrant, a new Warrant of like tenor, and the Holder shall be entitled to the same rights and benefits of the Warrant so lost, stolen or mutilated.

1.8

Exercise Restrictions . This Warrant may not be exercised unless an exemption from the registration requirements of the 1933 Act and all applicable state securities laws is available and the Holder has delivered to the Companies an opinion of counsel reasonably satisfactory to the Companies to such effect; provided, however, that the original purchaser of this Warrant, and any affiliate of the original purchaser to whom it assigns this Warrant, shall not be required to deliver an opinion of counsel in connection with its exercise of this Warrant if it confirms that the representations and warranties set forth in Section 3.5 of this Warrant remain true and correct.

2.1

Reclassification, Exchange or Substitution . If at any time prior to the Expiration Date either of the Companies (a) declares or pays a dividend or makes any other distribution of additional securities on any of the Underlying Securities or other securities convertible into or exchangeable or exercisable for Underlying Securities, (b) subdivides or redivides its outstanding Underlying Securities into a greater number of shares, or (c) consolidates or combines its outstanding Underlying Securities into a lesser number of shares or there is any reclassification, recapitalization, substitution, capital reorganization or other event resulting in a

change in the Underlying Securities, then in any such event, the Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities or other property that the Holder would have received for the Underlying Securities if this Warrant had been exercised immediately before such reclassification, recapitalization, substitution, capital reorganization or other event. If necessary as a result of such event, adjustments shall be made as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of Underlying Securities, securities or property issuable upon exercise of the Warrant.

2.2

Special Distributions . If at any time prior to the Expiration Date either of the Companies makes a distribution to all or substantially all of the holders of any of the Underlying Securities of (i) shares of any class, other than securities, whether of either of the Companies or any other company, (ii) rights, options or warrants (other than rights, options or warrants exercisable by the holders thereof within a period expiring not more than 30 days after the date of issue thereof), (iii) evidences of indebtedness, or (iv) cash securities or other property or assets, then, in each such case this Warrant shall represent the right to receive, upon exercise or conversion of this Warrant, the number and kind of securities or other property that the Holder would have received for the Underlying Securities if this Warrant had been exercised immediately before such distribution. If necessary as a result of such event, adjustments shall be made as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of Underlying Securities, securities or property issuable upon exercise of the Warrant.

2.3

Other Adjustments . The Board of Directors of the respective Company shall, in good faith, make any such other appropriate or equitable adjustment to the Warrant Price or securities or property issuable upon the exercise or conversion thereof as may be necessary or desirable in respect of any transaction or event not expressly provided for in this Article 2.

2.4

Adjustments Successive . The adjustments provided for in this Article are cumulative, shall, in the case of any adjustment to the Exercise Price, be computed to the nearest one-tenth of one cent, and in the case of any adjustment to the number of Underlying Securities purchasable upon exercise or conversion of this Warrant, be computed to the nearest one one-hundredth of one share of such Underlying Security, as the case may be, and will apply (without duplication) to successive subdivisions, consolidations, distributions, issuances or other events resulting in any adjustment under the provisions hereof.

2.5

Fractional Shares . Notwithstanding Section 2.4, no fractions of Underlying Securities shall be issuable upon exercise or conversion of this Warrant and the number of Underlying Securities to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of this Warrant, the Companies shall, in lieu of such fractional interest, pay the Holder an amount computed by multiplying the fractional interest by the Fair Market Value of such Underlying Security.

2.6

No Impairment . Neither of the Companies shall, by amendment of their respective Articles of Incorporation or other constating document or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid or frustrate the observance or performance of any of the terms to be observed or performed under this Warrant, but shall at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action or making such adjustments as may be necessary, appropriate or equitable in the circumstances, acting reasonably, in order to protect the Holder’s rights under this Article against impairment.

2.7

Certificate as to Adjustments . Whenever there shall occur an event giving rise to an adjustment under this Article 2, the Companies at their expense shall promptly compute such adjustment and furnish the Holder with a certificate signed by their respective Chief Financial Officer setting forth the adjustment and the facts upon which such adjustment is based. The Companies shall, upon written request, furnish the Holder with a

certificate setting out the Warrant Price and Shares or other securities or other property issuable upon the exercise of this Warrant in effect upon the date thereof and adjustments leading thereto.

3.1

Representations and Warranties of the Company . The Companies hereby jointly and severally represent and warrant to the Holder as follows:

(a)

any Underlying Securities which may be issued upon the exercise or conversion of this Warrant, and all securities, if any, issuable upon conversion or exchange of such Underlying Securities, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable Canadian provincial or US federal and state securities laws;

(b)

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