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DARA BIOSCIENCES, S-1/A Filing

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					Table of Contents

                                        As filed with the Securities and Exchange Commission on March 13, 2012
                                                                                                                                              Registration No. 333-179637




                                        UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                                                     Washington, D.C. 20549


                                      PRE-EFFECTIVE AMENDMENT NO. 1
                                                    TO
                                                 Form S-1
                                         REGISTRATION STATEMENT
                                                                       UNDER
                                                              THE SECURITIES ACT OF 1933



                                          DARA BIOSCIENCES, INC.
                                                      (Exact name of registrant as specified in its charter)



                      Delaware                                                         2834                                                    04-3216862
              (State or other jurisdiction of                               (Primary Standard Industrial                                      (I.R.S. Employer
             incorporation or organization)                                  Classification Code Number)                                   Identification Number)
                                                                    8601 Six Forks Road, Suite 160
                                                                          Raleigh, NC 27615
                                                                            (919) 872-5578
                               (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)



                                                                          David J. Drutz
                                                               President and Chief Executive Officer
                                                                      DARA BioSciences, Inc.
                                                                  8601 Six Forks Road, Suite 160
                                                                        Raleigh, NC 27615
                                                                          (919) 872-5578
                                      (Name, address, including zip code, and telephone number, including area code, of agent for service)



                                                            Please send copies of all communications to:
                                                                          Mark R. Busch
                                                                         K&L Gates LLP
                                                                214 North Tryon Street, Suite 4700
                                                                       Charlotte, NC 28202
                                                                          (704) 331-7440


      Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes
effective.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. 

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.                        
     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 
     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. 

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.

Large accelerated filer                                                                                       Accelerated filer                            
Non-accelerated filer                (Do not check if a smaller reporting company)                            Smaller reporting company                    

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to Section 8(a), may determine.


                                                    CALCULATION OF REGISTRATION FEE

                                                                                                                   Proposed
                                                                                                                  Maximum
                                            Title of Each Class of                                             Aggregate Offering         Amount of
                                          Securities to be Registered                                             Price(1)(2)         Registration Fee(4)
Units consisting of:                                                                                            $10,000,000              $1,146.00
(i) Series B-2 convertible preferred stock, par value $.01 per share                                                —                       —
(ii) Warrants to purchase common stock(3)                                                                           —                       —
Common Stock issuable upon conversion of the Series B-2 convertible preferred stock and exercise
   of warrants(3)                                                                                                    —                       —

(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended
      (the “Securities Act”).
(2)   Pursuant to Rule 416, this registration statement shall be deemed to cover the additional securities (i) to be offered or issued in
      connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms that provide for a
      change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends or similar
      transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the
      distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend on, the registered securities.
(3)   No additional consideration is payable pursuant to Rule 457(g) under the Securities Act.
(4)   Previously paid.
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to
sell securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

PROSPECTUS
                                                  Subject to Completion, Dated March 13, 2012




                                   [  ] Shares of Series B-2 Preferred Stock
                (and [  ] Shares of Common Stock Underlying the Series B-2 Preferred Stock)
                            Warrants to Purchase up to [  ] Shares of Common Stock
                     (and [  ] Shares of Common Stock Issuable Upon Exercise of Warrants)

We are offering [  ] shares of Series B-2 preferred stock and warrants to purchase up to [  ] shares of common stock to purchasers in this
offering. This prospectus also covers up to [  ] shares of common stock issuable upon conversion of the Series B-2 preferred stock and up to [
 ] shares of common stock issuable exercise of the warrants.

The Series B-2 preferred stock and the warrants will be sold in units for a purchase price equal to $1,000 per unit, with each unit consisting of
(1) one share of Series B-2 preferred stock which is convertible into approximately [  ] shares of our common stock and (2) a warrant
exercisable for approximately [  ] shares of common stock. Units will not be issued or certificated. The shares of Series B-2 preferred stock
and the warrants are immediately separable and will be issued separately. Subject to certain ownership limitations, the Series B-2 preferred
stock is convertible at any time at the option of the holder into shares of our common stock at a conversion price of $[  ] per share. Subject to
certain ownership limitations, the warrants are immediately exercisable for shares of our common stock at an exercise price of $[  ] per share
and expire on the [  ] anniversary of the date of issuance.

For a more detailed description of the Series B-2 preferred stock, see the section entitled “Description of Capital Stock - Series B-2 Preferred
Stock” beginning on page 12. For a more detailed description of the warrants, see the section entitled “Description of Securities We Are
Offering - Warrants” beginning on page 14 of this prospectus. For a more detailed description of our common stock, see the section entitled
“Description of Capital Stock - Common Stock” beginning on page 9 of this prospectus.

Our common stock is quoted on the NASDAQ Capital Market under the symbol “DARA.” The last reported sale price of our common stock on
March 12, 2012 was $1.85 per share.

We have retained Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) to act as placement agent in connection with this offering and to
use its “best efforts” to solicit offers to purchase the units. See “Plan of Distribution” beginning on page 15 of this prospectus for more
information regarding this agreement.


    Investing in our securities involves a high degree of risk. See “ Risk Factors ” beginning on page 6 of this
prospectus for more information.
                                                                                                   Per Unit             Total
                    Public offering price                                                         $                     $
                    Placement Agent fees(1)                                                       $                     $
                    Proceeds, before expenses, to us                                              $                     $

(1)   In addition, we have agreed to reimburse the expenses of the Placement Agent as described in the Plan of Distribution herein.
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The Placement Agent is not purchasing or selling any of units pursuant to this offering, nor are we requiring any minimum purchase or sale of
any specific number of units. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual
public offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the
maximum amounts set forth above. We expect that delivery of the units being offered pursuant to this prospectus will be made to purchasers on
or about [  ].

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



                                       Ladenburg Thalmann & Co. Inc.
                                                 The date of this prospectus is [  ], 2012.
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                                                              Table of Contents

About this Prospectus                                                                  1
Cautionary Statement About Forward Looking Information                                 1
Prospectus Summary                                                                     1
Risk Factors                                                                           6
Use of Proceeds                                                                        7
Dilution                                                                               8
Description of Capital Stock                                                           9
Description of Securities We Are Offering                                             14
Plan of Distribution                                                                  15
Legal Matters                                                                         16
Experts                                                                               16
Disclosure of Commission Position on Indemnification for Securities Act Liabilities   16
Where You Can Find More Information                                                   17
Documents Incorporated by Reference                                                   18
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                                                              About this Prospectus

In this prospectus, the “Company,” “we,” “us,” and “our” and similar terms refer to DARA BioSciences, Inc. References to our “common
stock” refer to the common stock of DARA BioSciences, Inc.

You should read this prospectus together with additional information described under the headings “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference.” If there is any inconsistency between the information in this prospectus and the
documents incorporated by referenced herein, you should rely on the information in this prospectus.

You should rely only on the information contained in or incorporated by reference into this prospectus. Neither we nor the placement agent
have authorized any other person to provide information different from that contained in this prospectus and the documents incorporated by
reference herein. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the
information appearing in this prospectus is accurate as of the dates on the cover page, regardless of time of delivery of the prospectus or any
sale of securities. Our business, financial condition, results of operation and prospects may have changed since that date.


                                         Cautionary Statement About Forward Looking Information

This prospectus, including the information incorporated by reference herein, contains forward-looking statements that are based on current
expectations, estimates, forecasts and projections regarding management’s beliefs and assumptions about the industry in which we operate.
Such statements include, in particular, statements about our plans, strategies and prospects under the headings “Prospectus Summary,” “Risk
Factors,” “Use of Proceeds,” and “Plan of Distribution.” When used in this prospectus, the words “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions identify
forward-looking statements.

Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times
at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the
statements are made and involve known and unknown risks, uncertainties and other factors that may cause actual outcomes and results to differ
materially from what is expressed or forecasted in such forward-looking statements.

Except as required by applicable law, we assume no obligation to update any forward-looking statements publicly or to update the reasons why
actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in
the future.


                                                              Prospectus Summary

This summary highlights information about our Company and this offering contained elsewhere in this prospectus or incorporated by reference
herein and is qualified in its entirety by the more detailed information and financial statements included elsewhere or incorporated by reference
in this prospectus. You should read this entire prospectus carefully, including “Risk Factors” as well as the information incorporated by
reference in this prospectus, before making an investment decision.

Overview
DARA BioSciences, Inc. (NASDAQ: DARA) is a specialty pharmaceutical company focused on the development and commercialization of
oncology treatment and supportive care pharmaceutical products. Through our acquisition of Oncogenerix, Inc., which occurred on January 17,
2012, we acquired exclusive U.S. marketing rights to our first commercial proprietary product, Soltamox (oral liquid tamoxifen). Soltamox has
been approved by the U.S. Food and Drug Administration (“FDA”) for the treatment of breast cancer. We also have an exclusive distribution
agreement with Uman Pharma Inc. to commercialize gemcitabine in the U.S. Gemcitabine went off
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patent in 2011 in the U.S. and is widely prescribed as first-line therapy for ovarian, breast, lung and pancreatic cancers. Additionally, we
continue to have an internal clinical development program focused on two drug candidates, KRN5500 and DB959. DARA BioSciences, Inc.
was incorporated on June 22, 2002 and is headquartered in Raleigh, NC.

Our executive offices are located at 8601 Six Forks Road, Suite 160, Raleigh, North Carolina 27615, and our telephone number is
919.872.5578. Our Internet address is www.darabiosciences.com. The information on our website is not incorporated by reference into this
prospectus, and you should not consider it part of this prospectus.

Product Commercialization and Development
Our primary focus is on the development and commercialization of the following types of oncology treatment and supportive care
pharmaceutical products:
        •    Soltamox, an FDA-approved liquid formulation of tamoxifen and other liquid formulation products;
        •    Gemcitabine and other generic sterile injectable cytotoxic products; and
        •    Cancer support therapeutics.

As described below, we currently have an exclusive license to one FDA approved product, Soltamox, and an exclusive distribution agreement
to commercialize gemcitabine in the U.S. We are working to build a portfolio of additional products through licenses and other collaborative
arrangements.

Oral liquid formulations of FDA approved products
Oral liquids can effectively provide an attractive alternative to solid dose formulations for those patients with dysphagia, or difficulty
swallowing, or who simply prefer to take drug products in liquid form. Dysphagia is a condition that exists in a portion of the population,
particularly the elderly. Those suffering from dysphagia often have difficultly or experience pain when using oral tablet or capsule products and
can benefit greatly from liquid formulations of drugs. In addition, breast cancer patients receiving chemotherapeutic agents are subject to
severe oral mucositis, which makes liquid medical formulations preferable.

      Soltamox
Soltamox (oral liquid tamoxifen), our first proprietary, FDA approved product, is a drug primarily used to treat breast cancer. Soltamox will be
the only liquid formulation of tamoxifen available for sale in the United States. As a result of our acquisition of Oncogenerix, we became party
to an exclusive license and distribution agreement with Rosemont Pharmaceuticals, Ltd., a U.K. based manufacturer, for rights to market
Soltamox in the United States. Currently, Soltamox is marketed only in the U.K. and Ireland by Rosemont Pharmaceuticals, Ltd. Soltamox is
the subject of a U.S. issued patent which expires in June 2018. We expect to begin actively marketing and selling Soltamox in the U.S. in the
second half of 2012.

Soltamox is used primarily for the chronic treatment of breast cancer or for cancer prevention in certain susceptible breast cancer subgroups.
The National Cancer Institute (NCI) estimated in 2011 that 230,480 women would be diagnosed with breast cancer and 39,520 women would
die as a result of the disease. Tamoxifen therapy is generally indicated for breast cancer patients for up to 5 years.

In order to commercialize Soltamox, we intend to establish a specialty commercial sales force which will market Soltamox to oncologists.
Current physicians who prescribe tablet forms of tamoxifen in the United States are well known and easily identified by data sources such as
IMS and Wolters Kluwer, providers of information services for the healthcare industry.

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We will employ a multi-disciplinary approach to reach and educate health care providers, dispensers, patient advocacy groups, foundations,
caregivers and patients directly. We believe we can accomplish this through utilization of a combination of our own specialized sales
organization and independent sales representatives, innovative marketing programs, partnerships with Specialty Pharmacy Providers, working
with Patient Advocacy Groups and Foundations as well as collaborative arrangements with third party sales organizations.

Generic sterile injectable cytotoxic products
We are also focusing on the development and commercialization of generic sterile injectable cytotoxic products. Many cytotoxics have recently
lost patent protection or are scheduled to shortly lose such patent protection. We plan to partner with sterile injectable product manufacturers
who have the expertise and capability to provide a finished product from FDA inspected and approved facilities. Currently, the FDA review
and approval process for generic products is taking on average approximately 36 months.

      Gemcitabine
In February 2012, we entered into an Exclusive Distribution Agreement with Uman Pharma Inc. pursuant to which we received an exclusive
license to import, sell, market and distribute Uman’s gemcitabine lyophilized powder product in 200mg and 1g dosage sizes in the U.S.
Gemcitabine went off patent in 2011 in the U.S. and is widely prescribed as first-line therapy for ovarian, breast, lung and pancreatic cancers.
Uman plans to file an Abbreviated New Drug Application for gemcitabine with the FDA in the second half of 2012.

Internal Development of Drug Candidates
We also are continuing the internal development program which was the primary focus of our business prior to the acquisition of Oncogenerix
in January 2012. Presently, we have two lead drug candidates advancing through clinical development with cleared Investigational New Drug
applications from the FDA:
        •    KRN5500, a novel, non-narcotic/non-opioid for the treatment of neuropathic pain in patients with cancer; and
        •    DB959, a first-in-class drug candidate for the treatment of type 2 diabetes and dyslipidemia.

KRN5500 is a novel, non-narcotic/non-opioid intravenous product for the treatment of neuropathic pain in patients with cancer. An active
component of KRN5500 has been shown to inhibit nerve cell pain signals. The drug has successfully completed Phase 2a proof of concept
studies in patients with end-stage cancer, meeting its primary endpoint of pain reduction using standardized scales. KRN5500 was also
significantly superior to placebo in these studies (p=0.03) while having no major safety concerns. The FDA has designated KRN5500 a Fast
Track Drug which is a program designed to facilitate the development and expedite the review of new drugs that are intended to treat serious or
life threatening conditions and that demonstrate the potential to address the unmet medical need (Fast Track Drugs). The purpose of the FDA
program is to get important drugs to the patient earlier. We have entered into a Clinical Trial Agreement with the National Cancer Institute
(NCI) to perform a second Phase 2 study.

DB959 is a first-in-class small molecule drug candidate for the treatment of type 2 diabetes and dyslipidemia and has successfully completed
Phase 1a and 1b studies. This compound activates genes involved in the metabolism of sugars and fats thereby improving the body’s ability to
regulate both aspects of diabetes. Phase 1 clinical data demonstrated a good safety profile even when dosed at approximately 10 times the
anticipated human dose and a pharmacokinetic profile supporting a once-a-day oral dose. Our review of non-clinical studies in models
predictive of human disease indicates that this drug candidate provides glucose control and increases good HDL cholesterol and lowers
triglycerides better than rosaglitazone (Avandia) with less weight gain. DB959 is targeted for out-licensing to partners more able to sustain the
prolonged time-lines and significant costs involved in diabetes drug development.

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In addition, we have three pre-clinical drug candidate programs available for future development and monetization:
        •    DB900 PPAR gamma/alpha/delta agonists with potential for development in metabolic or inflammatory diseases as well as
             selected additional indications;
        •    DB160, DPPIV enzyme inhibitors with potential applications in diabetes, stem cell transplantation and cancer therapy; and
        •    DB200, Carnitine palmitoyltransferase-1 enzyme inhibitors with potential applications for skin diseases including psoriasis.

Since KRN5500 would complement the portfolio of oncology treatment and supportive care pharmaceutical products we are seeking to build,
we may elect to complete its development internally and then commercialize it. However, in general, we do not intend to fully develop, obtain
clearance from the FDA or market the drug candidates we are internally developing. Instead, we seek to develop these candidates through proof
of concept in patients (generally through Phase 2a clinical trials) and then license or sell the candidate or find a strategic collaborative partner
who would further the development of the compound in later stage trials and commercialize it after regulatory approval.

In our internal development program, we contract with and manage outsource partners to complete the necessary development work. This
permits us to avoid incurring the cost of buying or building laboratories, manufacturing facilities or clinical research operation sites and allows
us to control our annual expenses and to optimize our resources.

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                                                              The Offering

Issuer                                              DARA BioSciences, Inc.

Securities offered                                  [  ] units, with each unit consisting of one share of Series B-2 preferred stock and a
                                                    warrant exercisable for [  ] shares of our common stock. Units will not be issued or
                                                    certificated. The shares of Series B-2 stock and the warrants are immediately separable
                                                    and will be issued separately.

Offering Price                                      $1,000 per unit

Description of Series B-2 preferred stock           Each unit includes one share of Series B-2 preferred stock. Series B-2 preferred stock
                                                    has a liquidation preference and is redeemable at the option of the Company. See the
                                                    section entitled “Description of Capital Stock – Series B-2 Preferred Stock” beginning
                                                    on page 12.

Conversion Price of Series B-2 preferred stock      $[  ]

Shares of common stock underlying the shares of     Based on an assumed conversion price of $1.85, which was the last reported sale price
 Series B-2 preferred stock included in units       for our common stock on March 12, 2012, [  ] shares

Description of warrants                             The warrants will be immediately exercisable and expire on the [  ] anniversary of the
                                                    date of issuance at an initial exercise price per share equal to $[  ].

Shares of common stock underlying the warrants      Based on an assumed conversion price of $1.85, which was the last reported sale price
 included in units                                  for our common stock on March 12, 2012, [  ] shares

Shares of common stock outstanding before this      7,261,812 shares
 offering

Common stock to be outstanding after this offering, [  ] shares
 including shares of common stock underlying shares
 of Series B-2 preferred stock included in units

Use of proceeds                                     We estimate that the net proceeds to us from this offering will be approximately $[  ]
                                                    million. We intend to use the net proceeds from this offering to fund expenses associated
                                                    with our efforts to develop and commercialize a portfolio of oncology treatment and
                                                    supportive care pharmaceutical products and for working capital and general corporate
                                                    purposes. See “Use of Proceeds.”

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Risk factors                                             You should carefully read and consider the information set forth under “Risk Factors”
                                                         below, before deciding to invest in our securities.

The number of shares of common stock outstanding before and after the offering is based on 7,261,812 shares outstanding as of March 12,
2012 and excludes:
        •      1,023,368 shares of common stock issuable upon the conversion of outstanding shares of Series A and Series B preferred stock;
        •      3,046,581 shares of common stock issuable upon the exercise of outstanding warrants with a weighted average exercise price of
               $5.80 per share;
        •      1,023,223 shares of common stock issuable upon the exercise of outstanding options with a weighted average exercise price of
               $2.97 per share;
        •      384,996 shares of common stock reserved for future grants and awards under our equity incentive plans;
        •      Up to 1,114,560 shares of common stock that may be issued to former Oncogenerix, Inc. stockholders, subject to stockholder
               approval and based upon our company’s achievement of certain revenue or market capitalization milestones during the 60 months
               following the merger with Oncogenerix, which occurred on January 17, 2012; and
        •      shares of common stock issuable upon exercise of warrants to be issued in connection with this offering.


                                                                    Risk Factors

Investing in our securities involves risk. You should carefully consider the risks described below as well as those risk factors incorporated by
reference herein before making an investment decision. The risks below relate to this offering. In addition, our Company is subject to a variety
of risks that may be found in the documents incorporated by reference herein, including those risk factors described in our Annual Report on
Form 10-K for our most recent fiscal year (together with any material changes thereto contained in subsequent filed reports and other filings
with the SEC). The risks and uncertainties described below and in the documents incorporated by reference are not the only risks and
uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our
business operations. If any of the following risks, or those incorporated by reference actually occur, our business, results of operations and
financial condition could suffer. In that event the trading price of our common stock could decline, and you may lose all or part of your
investment in the units if the conversion price or exercise price is in excess of the trading price of our common stock. The risks discussed below
and those incorporated by reference also include forward-looking statements and our actual results may differ substantially from those
discussed in these forward-looking statements.

      As a new investor, you will incur substantial dilution as a result of this offering and future equity issuances, and as result, our stock
      price could decline.
Our net tangible book value as of December 31, 2011 was $959,148, or $0.17 per share of common stock. Net tangible book value per share
represents total tangible assets less total liabilities, divided by the number of shares of common stock outstanding. On a pro forma basis after
giving effect to (1) our issuance of 1,114,560 shares of common stock to Oncogenerix, Inc. stockholders in connection with our merger
transaction with Oncogenerix described in our Current Report on Form 8-K filed on January 17, 2012 and based on a preliminary purchase
price allocation and (2) our sale of 1700 shares of Series B preferred stock pursuant to the offering described in our Prospectus Supplement
filed with the SEC on January 19, 2012 and assuming the conversion of all the shares of Series B preferred stock sold in the offering and our
receipt of net proceeds from the offering of $1.6 million (and excluding shares of common stock issuable upon the exercise of warrants issued
in such offering), our net

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tangible book value as of December 31, 2011 would have been $2,490,148 or $0.31 per share. After giving effect to the sale of [  ] shares of
Series B-2 preferred stock in this offering and assuming the conversion of all the shares of Series B-2 preferred stock sold in the offering at an
assumed conversion price of $1.85 which was the last reported sale price for our common stock on March 12, 2012 (and excluding shares of
common stock issuable upon exercise of warrants), our net tangible book value as of December 31, 2011 would have been $[  ], or $[  ]
per share. This represents an immediate increase in net tangible book value of $[  ] per share to existing stockholders and an immediate
dilution in net tangible book value of $[  ] per share to investors in this offering. See “Dilution.” In addition to this offering, subject to market
conditions and other factors, it is likely that we will pursue additional capital to finance our operations and to fund clinical trials, regulatory
submissions and the development, manufacture and marketing of other products under development and new product opportunities.
Accordingly, we may conduct substantial future offerings of equity or debt securities. The exercise of outstanding options and warrants and
future equity issuances, including future public offerings of future private placements of equity securities and any additional shares issued in
connection with acquisitions, will result in dilution to investors. In addition, the market price of our common stock could fall as a result of
resales of any of these shares of common stock to an increased number of shares available for sale in the market.

      We will have broad discretion over the use of the proceeds of this offering and may not realize a return.
We will have considerable discretion in the application of the net proceeds of this offering. We intend to use the net proceeds to fund our
commercialization activities, further develop our product candidates, for working capital and for general corporate purchases. We may use the
net proceeds for purposes that do not yield a significant return, if any, for our stockholders.

      There is no public market for the Series B-2 preferred stock or warrants to purchase common stock in this offering.
There is no established public trading market for the Series B-2 preferred stock or warrants included in the units being sold in this offering, and
we do not expect a market to develop. In addition, we do not intend to apply for listing the Series B-2 preferred stock or warrants on any
securities exchange. Without an active market, the liquidity of these securities will be limited.

      The warrants may not have any value.
The warrants will be immediately exercisable and expire on the [  ] anniversary of the date of issuance at an initial exercise price per share
equal to $[  ]. In the event that our common stock price does not exceed the exercise price of the warrants during the period when the
warrants are exercisable, the warrants may not have any value.

      Holders of our warrants will have no rights as a common stockholder until they acquire our common stock.
Until you acquire shares of our common stock upon exercise of your warrants, you will have no rights with respect to our common stock. Upon
exercise of your warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date
occurs after the exercise date.


                                                                  Use of Proceeds

Assuming all units are sold, we estimate that the net proceeds to us from this offering will be approximately $[  ] million. This amount does
not include the proceeds which we may receive in connection with the exercise of the warrants. We cannot predict when or if the warrants will
be exercised, and it is possible that the warrants may expire and never be exercised. The offering does not specify any minimum sale of any
specific number of units and, as a result, the net proceeds actually received by us may be considerably less than the estimated net proceeds
above.

We intend to use the net proceeds from this offering to fund expenses associated with our efforts to develop and commercialize a portfolio of
oncology treatment and supportive care pharmaceutical products and for working capital and general corporate purposes.

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The amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or used by
our operations, and the rate of growth, if any, of our business. As a result, we will retain broad discretion in the allocation of the net proceeds of
this offering.

Pending use of the net proceeds of this offering, we intend to invest such net proceeds in short-term, interest-bearing investment grade
securities.


                                                                           Dilution

Our net tangible book value as of December 31, 2011 was $959,148, or $0.17 per share of common stock. Net tangible book value per share
represents total tangible assets less total liabilities, divided by the number of shares of common stock outstanding. On a pro forma basis after
giving effect to (1) our issuance of 1,114,560 shares of common stock to Oncogenerix, Inc. stockholders in connection with our merger
transaction with Oncogenerix described in our Current Report on Form 8-K filed on January 17, 2012 (and excluding the issuance of the up to
1,114,560 additional shares of common stock that may be issued to former Oncogenerix, Inc. stockholders, subject to stockholder approval and
based upon our achievement of certain revenue milestones during the 60 months following the merger) and based on a preliminary purchase
price allocation and (2) our sale of 1700 shares of Series B preferred stock pursuant to the offering described in our Prospectus Supplement
filed with the SEC on January 19, 2012 and assuming the conversion of all the shares of Series B preferred stock sold in the offering and our
receipt of net proceeds from the offering of $1.6 million (and excluding shares of common stock issuable upon the exercise of warrants issued
in such offering), our net tangible book value as of December 31, 2011 would have been $2,490,148 or $0.31 per share. After giving effect to
the sale of [  ] shares of Series B-2 preferred stock in this offering and assuming the conversion of all the shares of Series B-2 preferred stock
sold in the offering at an assumed conversion price of $1.85 which was the last reported sale price for our common stock on March 12, 2012
(and excluding shares of common stock issuable upon exercise of warrants), our net tangible book value as of December 31, 2011 would have
been $[  ], or $[  ] per share. This represents an immediate increase in net tangible book value of $[  ] per share to existing stockholders
and an immediate dilution in net tangible book value of $[  ] per share to investors in this offering. The following table illustrates this
calculation.

                    Assumed Series B-2 conversion price
                        Pro forma net tangible book value per share as of December 31, 2011                    $ 0.31
                        Increase per share attributable to this offering
                         As adjusted tangible book value per share after this offering
                    Dilution per share to new investors in this offering


The number of shares of common stock outstanding used for existing stockholders in the table and calculations above is based on 5,600,804
shares outstanding as of December 31, 2011 and excludes:
        •    331,200 shares of common stock issuable upon the conversion of outstanding shares of Series A preferred stock;
        •    2,427,273 shares of common stock issuable upon the exercise of warrants with a weighted average exercise price of $6.95 per
             share;
        •    1,028,848 shares of common stock issuable upon the exercise of options with a weighted average exercise price of $3.05 per share;
        •    86,421 shares of common stock reserved for future grants and awards under our equity incentive plans; and
        •    shares of common stock issuable upon the exercise of warrants issued pursuant to this offering.

                                                                             8
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                                                           Description of Capital Stock

The following is a summary of all material characteristics of our capital stock as set forth in our certificate of incorporation and bylaws. The
summary does not purpose to be complete and is qualified in its entirety by reference to our certificate of incorporation and bylaws, and to the
provisions of the General Corporation Law of the State of Delaware, as amended, or the Delaware General Corporation Law.

Each unit includes (1) one share of Series B-2 preferred stock and (2) a warrant exercisable for [  ] shares of common stock.

Common Stock
General
We currently have authority to issue 75,000,000 shares of our common stock, par value $0.01 per share and 1,000,000 shares of preferred
stock, par value $0.01 per share, of which 993,500 are undesignated. As of March 12, 2012, we had 7,261,812 shares of common stock issued
and outstanding and 828 shares of Series A preferred stock and 1,250 shares of Series B preferred stock issued and outstanding.

Voting Rights
Each outstanding share of our common stock is entitled to one vote on all matters submitted to a vote of shareholders. There is no cumulative
voting.

Dividend and Liquidation Rights
The holders of outstanding shares of our common stock are entitled to receive dividends out of assets legally available for the payment of
dividends at the times and in the amounts as our board of directors may from time to time determine. The shares of our common stock are
neither redeemable nor convertible. Holders of our common stock have no preemptive or subscription rights to purchase any of our securities.
Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive pro rata our assets which are legally
available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then
outstanding.

We have never paid any cash dividends on our common stock.

Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American Stock Trust & Transfer Company.

Equity Compensation Plans
We have two share-based compensation plans, the 2008 Employee, Director, and Consultant Stock Plan and the 2003 Amended and Restated
Employee, Director, and Consultant Stock Plan, together referred to herein as the “Stock Plans.” As of March 12, 2012, options to purchase
1,023,223 shares of our common stock were issued and outstanding under the Stock Plans with a weighted-average price of $2.97 and 384,996
shares of our common stock were reserved for future issuance under the Stock Plans.

Outstanding Warrants
As of March 12, 2012, we had issued and outstanding a total of 3,046,581 warrants to purchase our common stock outstanding at a
weighted-average exercise price of $5.80.

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Series A Preferred Stock
Our certificate of incorporation authorizes 1,000,000 shares of preferred stock. Our board of directors is authorized, without further stockholder
action, to establish various series of preferred stock from time to time and to determine the rights, preferences and privileges of any unissued
series including, among other matters, any dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation
preferences, sinking fund terms, the number of shares constituting any such series, and the description thereof and to issue any such shares. Our
Board has designated 4,800 shares of preferred stock as Series A Convertible Preferred Stock (“Series A preferred stock”), par value $0.01 per
share. As of March 12, 2012, there were 828 shares of Series A preferred stock outstanding. Although there is no current intent to do so, our
board of directors may, without stockholder approval, issue shares of an additional class or series of preferred stock with voting and conversion
rights which could adversely affect the voting power of the holders of the common stock or the convertible preferred stock, except as
prohibited by the certificate of designation of preferences, rights and limitations of Series A preferred stock.

Liquidation Preference
The Series A preferred stock ranks, with respect to rights upon liquidation, winding-up or dissolution, (1) senior to common stock, (2) senior to
any series of preferred stock ranked junior to the Series A preferred stock, and (3) junior to all existing and future indebtedness of the
Company.

Voting Rights
Except as required by law, holders of the Series A preferred stock do not have rights to vote on any matters, questions or proceedings,
including the election of directors. However, as long as any shares of Series A preferred stock are outstanding, we will not, without the
affirmative vote of the holders of 50.1% or more of the then outstanding shares of the Series A preferred stock, (1) alter or change adversely the
powers, preferences or rights given to the Series A preferred stock or alter or amend the certificate of designation, (2) authorize or create any
class of stock ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the Series A
preferred stock, (3) amend our certificate of incorporation or other charter documents in any manner that adversely affects any rights of the
holders of Series A preferred stock, (4) increase the number of authorized shares of Series A preferred stock, or (5) enter into any agreement
with respect to any of the foregoing.

Delaware Law
Notwithstanding certain protections in the certificate of designation for holders of Series A preferred stock, Delaware law also provides holders
of preferred stock with certain rights. The holders of the outstanding shares of Series A preferred stock will be entitled to vote as a class upon a
proposed amendment to the certificate of incorporation if the amendment would:
        •    increase or decrease the aggregate number of authorized shares of Series A preferred stock;
        •    increase or decrease the par value of the shares of Series A preferred stock; or
        •    alter or change the powers, preferences, or special rights of the shares of Series A preferred stock so as to affect them adversely.

Redemption
We will have the right to redeem the Series A preferred stock for a cash payment equal to 120% of the stated value of the Series A preferred
stock. Holders of Series A preferred stock will receive 20 trading days prior notice of any redemption and will have the ability to convert the
Series A preferred stock into common stock during this notice period.

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Conversion
Subject to certain ownership limitations as described below, the Series A preferred stock is convertible at any time at the option of the holder
into shares of our common stock at a conversion ratio determined by dividing the stated value of the Series A preferred stock (or $1,000) by a
conversation price of $2.50 per share. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations of
shares and similar recapitalization transactions. As of March 12, 2012, the 828 outstanding shares of Series A preferred stock were convertible
into a total of 331,200 shares of Common Stock.

Dividends
The Series A preferred stock is entitled to receive dividends (on an “as converted to common stock” basis) to and in the same form as dividends
actually paid on shares of our common stock. No other dividends will be paid on shares of Series A preferred stock.

Liquidation
Upon any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities of the
Company, before any distribution or payment is made to the holders of any junior securities, the holders of Series A preferred stock shall first
be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount equal to $1,000 per share, after
which any remaining assets of the Company shall be distributed among the holders of the other class or series of stock in accordance with the
Company’s Certificate of Incorporation.

Series B Preferred Stock
Our certificate of incorporation authorizes 1,000,000 shares of preferred stock. Our board of directors is authorized, without further stockholder
action, to establish various series of preferred stock from time to time and to determine the rights, preferences and privileges of any unissued
series including, among other matters, any dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation
preferences, sinking fund terms, the number of shares constituting any such series, and the description thereof and to issue any such shares. Our
Board has designated 1,700 shares of preferred stock as Series B Convertible Preferred Stock (“Series B preferred stock”), par value $0.01 per
share. As of March 12, 2012, there were 950 shares of Series B preferred stock outstanding. Although there is no current intent to do so, our
board of directors may, without stockholder approval, issue shares of an additional class or series of preferred stock with voting and conversion
rights which could adversely affect the voting power of the holders of the common stock or the convertible preferred stock, except as
prohibited by the certificate of designation of preferences, rights and limitations of Series B preferred stock.

Liquidation Preference
The Series B preferred stock ranks, with respect to rights upon liquidation, winding-up or dissolution, (1) senior to common stock, (2) senior to
any series of preferred stock ranked junior to the Series B preferred stock, (3) junior to Series A preferred stock and (4) junior to all existing
and future indebtedness of the Company.

Voting Rights
Except as required by law, holders of the Series B preferred stock do not have rights to vote on any matters, questions or proceedings, including
the election of directors. However, as long as any shares of Series B preferred stock are outstanding, we will not, without the affirmative vote
of the holders of 50.1% or more of the then outstanding shares of the Series B preferred stock, (1) alter or change adversely the powers,
preferences or rights given to the Series B preferred stock or alter or amend the certificate of designation, (2) authorize or create any class of
stock ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the Series B
preferred stock, (3) amend our certificate of incorporation or other charter documents

                                                                        11
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in any manner that adversely affects any rights of the holders of Series B preferred stock, (4) increase the number of authorized shares of Series
B preferred stock, or (5) enter into any agreement with respect to any of the foregoing.

Delaware Law
Notwithstanding certain protections in the certificate of designation for holders of Series B preferred stock, Delaware law also provides holders
of preferred stock with certain rights. The holders of the outstanding shares of Series B preferred stock will be entitled to vote as a class upon a
proposed amendment to the certificate of incorporation if the amendment would:
        •     increase or decrease the aggregate number of authorized shares of Series B preferred stock;
        •     increase or decrease the par value of the shares of Series B preferred stock; or
        •     alter or change the powers, preferences, or special rights of the shares of Series B preferred stock so as to affect them adversely.

Redemption
We will have the right to redeem the Series B preferred stock for a cash payment equal to 120% of the stated value of the Series B preferred
stock. Holders of Series B preferred stock will receive 20 trading days prior notice of any redemption and will have the ability to convert the
Series B preferred stock into common stock during this notice period.

Conversion
Subject to certain ownership limitations as described below, the Series B preferred stock is convertible at any time at the option of the holder
into shares of our common stock at a conversion ratio determined by dividing the stated value of the Series B preferred stock (or $1,000) by a
conversion price of $1.3725 per share. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations
of shares and similar recapitalization transactions. As of March 12, 2012, the 950 outstanding shares of Series B preferred stock were
convertible into a total of 692,168 shares of Common Stock.

Dividends
The Series B preferred stock is entitled to receive dividends (on an “as converted to common stock” basis) to and in the same form as dividends
actually paid on shares of our common stock. No other dividends will be paid on shares of Series B preferred stock.

Liquidation
Upon any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities of the
Company and after payment to the holders of Series A preferred stock, but before any distribution or payment is made to the holders of any
junior securities, the holders of Series B preferred stock shall be entitled to be paid out of the assets of the Company available for distribution to
its stockholders an amount equal to $1,000 per share, after which any remaining assets of the Company shall be distributed among the holders
of the other class or series of stock in accordance with the Company’s Certificate of Incorporation.

Series B-2 Preferred Stock
Our certificate of incorporation authorizes 1,000,000 shares of preferred stock. Our board of directors is authorized, without further stockholder
action, to establish various series of preferred stock from time to time and to determine the rights, preferences and privileges of any unissued
series including, among other matters, any

                                                                          12
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dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms, the number of
shares constituting any such series, and the description thereof and to issue any such shares. Our Board has designated [  ] shares of preferred
stock as Series B-2 Convertible Preferred Stock (“Series B-2 preferred stock”), par value $0.01 per share. As of March 12, 2012, there were no
shares of Series B-2 preferred stock outstanding. Although there is no current intent to do so, our board of directors may, without stockholder
approval, issue shares of an additional class or series of preferred stock with voting and conversion rights which could adversely affect the
voting power of the holders of the common stock or the convertible preferred stock, except as prohibited by the certificate of designation of
preferences, rights and limitations of Series B-2 preferred stock.

Liquidation Preference
The Series B-2 preferred stock ranks, with respect to rights upon liquidation, winding-up or dissolution, (1) senior to common stock, (2) senior
to any series of preferred stock ranked junior to the Series B-2 preferred stock, (3) junior to Series A preferred stock, (4) junior to Series B
preferred stock and (5) junior to all existing and future indebtedness of the Company.

Voting Rights
Except as required by law, holders of the Series B-2 preferred stock do not have rights to vote on any matters, questions or proceedings,
including the election of directors. However, as long as any shares of Series B-2 preferred stock are outstanding, we will not, without the
affirmative vote of the holders of 50.1% or more of the then outstanding shares of the Series B-2 preferred stock, (1) alter or change adversely
the powers, preferences or rights given to the Series B-2 preferred stock or alter or amend the certificate of designation, (2) authorize or create
any class of stock ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the
Series B-2 preferred stock, (3) amend our certificate of incorporation or other charter documents in any manner that adversely affects any rights
of the holders of Series B-2 preferred stock, (4) increase the number of authorized shares of Series B-2 preferred stock, or (5) enter into any
agreement with respect to any of the foregoing.

Delaware Law
Notwithstanding certain protections in the certificate of designation for holders of Series B-2 preferred stock, Delaware law also provides
holders of preferred stock with certain rights. The holders of the outstanding shares of Series B-2 preferred stock will be entitled to vote as a
class upon a proposed amendment to the certificate of incorporation if the amendment would:
        •    increase or decrease the aggregate number of authorized shares of Series B-2 preferred stock;
        •    increase or decrease the par value of the shares of Series B-2 preferred stock; or
        •    alter or change the powers, preferences, or special rights of the shares of Series B-2 preferred stock so as to affect them adversely.

Redemption
We will have the right to redeem the Series B-2 preferred stock for a cash payment equal to 120% of the stated value of the Series B-2
preferred stock. Holders of Series B preferred stock will receive 20 trading days prior notice of any redemption and will have the ability to
convert the Series B-2 preferred stock into common stock during this notice period.

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Conversion
Subject to certain ownership limitations as described below, the Series B-2 preferred stock is convertible at any time at the option of the holder
into shares of our common stock at a conversion ratio determined by dividing the stated value of the Series B-2 preferred stock (or $1,000) by a
conversation price of $[  ] per share. The conversion price is subject to adjustment in the case of stock splits, stock dividends, combinations
of shares and similar recapitalization transactions.

Dividends
The Series B-2 preferred stock is entitled to receive dividends (on an “as converted to common stock” basis) to and in the same form as
dividends actually paid on shares of our common stock. No other dividends will be paid on shares of Series B-2 preferred stock.

Liquidation
Upon any liquidation, dissolution or winding up of the Company after payment or provision for payment of debts and other liabilities of the
Company and after payment to the holders of Series A preferred stock and the holders of Series B preferred stock, but before any distribution
or payment is made to the holders of any junior securities, the holders of Series B-2 preferred stock shall be entitled to be paid out of the assets
of the Company available for distribution to its stockholders an amount equal to $1,000 per share, after which any remaining assets of the
Company shall be distributed among the holders of the other class or series of stock in accordance with the Company’s Certificate of
Incorporation.


                                                   Description of Securities We Are Offering

We are offering [  ] shares of our Series B-2 preferred stock and warrants to purchase up to [  ] shares of our common stock. The Series
B-2 preferred stock and warrants will be sold in units, with each unit consisting of one share of Series B-2 preferred stock and a warrant to
purchase up to [  ] shares of our common stock. Units will not be issued or certificated. The shares of common stock and warrants are
immediately separable and will be issued separately. The shares of common stock issuable form time to time upon exercise of the warrants, if
any, are also being offering pursuant to this prospectus.

Common Stock
The material terms and provisions of our common stock and each other class of our securities which qualifies or limits our common stock are
described under the caption “Description of Capital Stock” beginning on page 9 of this prospectus.

Series B-2 Preferred Stock
The material terms and provision of our Series B-2 preferred stock and each other class of our securities which qualifies or limits our Series
B-2 preferred stock are described under the caption “Description of Capital Stock” beginning on page 9 of this prospectus.

Warrants
The material terms and provisions of the warrants being offered pursuant to this prospectus are summarized below. However, this summary of
some provisions of the warrants is not complete. For the complete terms of the warrants, you should refer to the form warrants filed as exhibits
to the registration statement of which this prospectus is a part.

Each unit includes a warrant to purchase [  ] shares of common stock. Warrants will entitle the holder to purchase shares of common stock
for an exercise price equal to $[  ] per share. Subject to certain limitations as described below the warrants are immediately exercisable and
expire on the [  ] anniversary of the date of issuance. Subject to limited exceptions, a holder of warrants will not have the right to exercise
any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our
common stock outstanding immediately after giving effect to such exercise.

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The exercise price and the number of shares issuable upon exercise of the warrants is subject to appropriate adjustment in the event of
recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our
common stock, and also upon any distributions of assets, including cash, stock or other property to our stockholders. The warrant holders must
pay the exercise price in cash upon exercise of the warrants, unless such warrant holders are utilizing the cashless exercise provision of the
warrants. After the close of business on the expiration date, unexercised warrants will become void.

In addition, in the event we consummate a merger or consolidation with or into another person or other reorganization event in which our
common shares are converted or exchange for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise
dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding common shares, then following
such event, the holders of the warrants will be entitled to receive upon exercise of the warrants the same kind and amount of securities, cash or
property which the holders would have received had they exercised the warrants immediately prior to such fundamental transaction. Any
successor to us or surviving entity shall assume the obligations under the warrants. In addition, as further described in the form of warrant filed
as an exhibit to this registration statement, in the event of any fundamental transaction completed for cash, as a transaction under Rule 13e-3 of
the Exchange Act, or involving a person not trading on a national securities exchange, the holders of the warrants will have the right to require
us to purchase the warrants for an amount in cash that is determined in accordance with a formula set forth in the warrants.

Upon the holder’s exercise of a warrant, we will issue the shares of common stock issuable upon exercise of the warrant within three business
days following our receipt of notice of exercise and payment of the exercise price, subject to surrender of the warrant.

Prior to the exercise of any warrants to purchase common stock, holders of the warrants will not have any of the rights of holders of the
common stock purchasable upon exercise, including the right to vote or to receive any payments of dividends on the common stock
purchasable upon exercise.


                                                                Plan of Distribution

Ladenburg Thalmann & Co. Inc., which we refer to herein as the Placement Agent, has agreed to act as placement agent in connection with this
offering subject to the terms and conditions of the placement agent agreement dated [  ], 2012. The Placement Agent is not purchasing or
selling any units offered by this prospectus, nor is it required to arrange the purchase or sale of any specific number or dollar amount of units,
but has agreed to use its best efforts to arrange for the sale of all of the units offered hereby. Therefore, we will enter into a purchase agreement
directly with investors in connection with this offering and we may not sell the entire amount of units offered pursuant to this prospectus.

We have agreed to pay the Placement Agent a placement agent’s fee equal to eight percent (8%) of the aggregate purchase price of the units
sold in this offering.

We will also reimburse the Placement Agent for its reasonable out-of-pocket expenses, including, without limitation, fees and expenses of
counsel to the Placement Agent, on an accountable basis not to exceed $20,000 in the aggregate without our prior consent, subject to
compliance with FINRA Rule 5110(f)(2)(D).

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The following table shows the per unit and total placement agent’s fees that we will pay to the Placement Agent in connection with the sale of
the shares and warrants offered pursuant to this prospectus assuming the purchase of all of the units offered hereby.

                        Per unit placement agent’s fees                                                            $ 80
                        Maximum offering total                                                                        [
                                                                                                                     
                                                                                                                   $ ]

Because there is no minimum amount required as a condition to the closing in this offering, the actual total offering commissions, if any, are
not presently determinable and may be substantially less than the maximum amount set forth above.

Our obligations to issue and sell units to the purchasers is subject to the conditions set forth in the securities purchase agreement, which may be
waived by us at our discretion. A purchaser’s obligation to purchase units is subject to the conditions set forth in the securities purchase
agreement as well, which may also be waived.

We estimate the total offering expenses in this offering that will be payable by us, excluding the placement agent’s fees, will be approximately
$150,000 which include legal, accounting and printing costs, various other fees and reimbursement of the placement agent’s expenses.

The foregoing does not purport to be a complete statement of the terms and conditions of the placement agent agreement and the securities
purchase agreement. A copy of the placement agent agreement and the form of securities purchase agreement with investors are included as
exhibits to the Registration Statement of which this prospectus forms a part.

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the units sold by it while acting as principal might be deemed to be underwriting discounts
or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the Securities Act and the
Securities Exchange Act of 1934, as amended, including without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules
and regulations may limit the timing of purchases and sales of shares of common stock and warrants by the Placement Agent acting as
principal. Under these rules and regulations, the Placement Agent:
        •    may not engage in any stabilization activity in connection with our securities; and
        •    may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as
             permitted under the Exchange Act, until it has completed its participation in the distribution.


                                                                  Legal Matters

The validity of the shares of common stock offered hereby and certain other legal matters will be passed upon for us by K&L Gates LLP,
Raleigh, North Carolina.


                                                                      Experts

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2011, as set forth in their report, which is incorporated by reference in this prospectus
and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s report,
given on their authority as experts in accounting and auditing.


                             Disclosure of Commission Position on Indemnification for Securities Act Liabilities

We are incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the Delaware General Corporation Law, as the
same exists or may hereafter be amended (“DGCL”), provides, among other things, that a Delaware corporation may indemnify any persons
who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person

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is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director,
officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding,
provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and,
with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him under Section 145.

Our certificate of incorporation provides that, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors
for breaches of fiduciary duty, our directors shall not be personally liable to us or our stockholders for monetary damages for any breach of
their fiduciary duty as directors. In addition, our certificate of incorporation provides that we shall indemnify each person who was or is a party,
or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was, or has agreed to become, one of our directors or officers or is or was serving,
or has agreed to serve, at our request as a director, officer or trustee of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against all expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, our best interests, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

All of our directors and officers are covered by insurance policies maintained by us against specified liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to such directors, officers or
controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by such director,
officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in the opinion of counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.


                                                    Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the
“SEC”). You can inspect and copy these reports, proxy statements and other information at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC also
maintains a web site that contains reports, proxy and information statements and other information regarding issuers, such as DARA
BioSciences, Inc. (http://www.sec.gov). Our web site is located at http://www.darabiosciences.com. The information contained on our web site
is not part of this prospectus.

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                                                     Documents Incorporated by Reference

The SEC allows us to “incorporate by reference” information into this document. This means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this
document, except for any information superseded by information that is included directly in this document or incorporated by reference
subsequent to the date of this document.

This prospectus incorporates by reference the documents listed below:
        •    Our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 17, 2012; and
        •    Our Current Reports on Form 8-K filed with the SEC on January 17, 2012, January 18, 2012, February 6, 2012 and February 15,
             2012 (other than any portions thereof deemed furnished and not filed).

You may request a copy of these filings, at no cost, by writing or calling us at the following:

                                                            DARA BioSciences, Inc.
                                                         8601 Six Forks Road, Suite 160
                                                              Raleigh, NC 27615
                                                                (919) 872-5578

Copies of the documents incorporated by reference may also be found on our website at www.darabio.com.

                                                                        18
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                             Units to Purchase [  ] Shares of Series B-2 Preferred Stock
                    (and [  ] Shares of Common Stock Underlying the Series B-2 Preferred Stock)

                             Warrants to Purchase up to [  ] Shares of Common Stock
                      (and [  ] Shares of Common Stock Issuable Upon Exercise of Warrants)


                                                    Prospectus




                                  Ladenburg Thalmann & Co. Inc.
Table of Contents

                                              Part II Information Not Required in the Prospectus

Item 13.      Other Expenses of Issuance and Distribution
The following table sets forth expenses (estimated except for the registration fee) in connection with the offering described in the registration
statement:

                       SEC registration fee                                                                   $   1,719
                       Accounting fees and expenses                                                           $ 50,000
                       Legal fees and expenses                                                                $ 75,000
                       Printing expenses                                                                      $ 10,000
                       Miscellaneous                                                                          $ 13,281
                       Total                                                                                  $ 150,000

Item 14.      Indemnification of Directors and Officers
We are incorporated under the laws of the State of Delaware. Section 145 (“Section 145”) of the Delaware General Corporation Law, as the
same exists or may hereafter be amended (“DGCL”), provides, among other things, that a Delaware corporation may indemnify any persons
who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person
acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify him under Section 145.

Our certificate of incorporation provides that, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors
for breaches of fiduciary duty, our directors shall not be personally liable to us or our stockholders for monetary damages for any breach of
their fiduciary duty as directors. In addition, our certificate of incorporation provides that we shall indemnify each person who was or is a party,
or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was, or has agreed to become, one of our directors or officers or is or was serving,
or has agreed to serve, at our request as a director, officer or trustee of another corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against all expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, our best interests, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

All of our directors and officers are covered by insurance policies maintained by us against specified liabilities for actions taken in their
capacities as such, including liabilities under the Securities Act.

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Item 15.      Recent Sales of Unregistered Securities
On January 17, 2012, we entered into an Agreement and Plan of Merger with Oncogenerix, Inc., a specialty bio-pharmaceutical company,
pursuant to which the shares of Oncogenerix common stock issued and outstanding immediately prior to the merger ceased to be outstanding
and were converted into 1,114,560 shares of our common stock. We issued these shares to the Oncogenerix stockholders without registration
under the Securities Act of 1933, as amended (the “Act”), or state securities laws, in reliance on the exemptions provided by Section 4(2) of the
Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. Since the shares have not
been registered, they may not be offered or sold by investors absent registration or an applicable exemption from registration requirements,
such as the exemption afforded by Rule 144 under the Act. Subject to the volume limit, manner of sale and other requirements of Rule 144,
Oncogenerix stockholders who are not our affiliates would be able to re-sell the shares of our common stock acquired in merger following a six
month holding period.

In December 2011, we granted warrants to purchase a total of 200,000 shares of our common stock to two individuals. These warrants have ten
year terms and an exercise price of $1.31. These securities were issued upon the exemption from the registration provisions of the Act provided
for by Section 4(2) thereof for transactions not involving a public offering. Use of this exemption is based on the following facts:
      •      Neither we nor any person acting on our behalf solicited any offer to buy nor sell securities by any form of general solicitation or
             advertising.
      •      The purchaser has had access to information regarding DARA and is knowledgeable about us and our business affairs.
      •      All securities issued were issued with a restrictive legend and may only be disposed of pursuant to an effective registration or
             exemption from registration in compliance with federal and state securities laws.

On December 1, 2010, we entered into a letter of agreement with Brooke Capital Investment, LLC, an investor relations firm, pursuant to
which we agreed as partial consideration for services to be rendered to us under the agreement to issue to such firm a total of 25,000 shares of
our common stock on January 3, 2011. Also on December 1, 2010 we entered into a letter of agreement with ProActive Capital Resources
Group, LLC, an investor relations firm, pursuant to which we agreed as partial consideration for services to be rendered to us under the
agreement to issue to such firm a total of 20,000 shares of our common stock on January 3, 2011.

These shares were issued upon the exemption from the registration provisions of the Act provided for by Section 4(2) thereof for transactions
not involving a public offering. Use of this exemption is based on the following facts:
      •      Neither we nor any person acting on our behalf solicited any offer to buy nor sell securities by any form of general solicitation or
             advertising.
      •      At the time of the purchase, the purchaser was an accredited investor, as defined in Rule 501(a) of the Securities Act.
      •      The purchaser has had access to information regarding DARA and is knowledgeable about us and our business affairs.
      •      All shares issued were issued with a restrictive legend and may only be disposed of pursuant to an effective registration or
             exemption from registration in compliance with federal and state securities laws.

On February 26, 2010 and March 5, 2010, we entered into two Securities Purchase Agreements with certain accredited investors in connection
with the private issuance and sale to such investors of 228,243 units and 6,648 units, respectively (the “Feb./Mar. 2010 Private Placement”).
Our gross proceeds were $1,766,504. Each unit consisted of (1) one share of common stock and (2) one-half of a warrant to purchase one share
of common stock.

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The units were issued and sold to investors for $7.52 per unit. The warrants have an exercise price of $7.52 and are exercisable beginning six
months after the date of issuance with an expiration date of five years after the initial exercise date.

We sold the units to certain accredited investors without registration under the Act, or state securities laws, in reliance on the exemptions
provided by Section 4(2) of the Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state
laws. Since the units have not been registered, they may not be offered or sold by investors absent registration or an applicable exemption from
registration requirements, such as the exemption afforded by Rule 144 under the Act. Subject to the volume limit, manner of sale and other
requirements of Rule 144, investors who are not our affiliates would be able to re-sell the shares of our common stock acquired in the
Feb./Mar. 2010 Private Placement following a six month holding period.

On August 1, 2009 we entered into a letter of agreement with Cameron Associates, Inc., an investor relations firm, pursuant to which we agreed
as partial consideration for services to be rendered to us under the agreement to issue to such firm a total of 12,500 shares of our common
stock. These shares were issued as follows:
      •      6,250 shares on January 4, 2010;
      •      3,125 shares on April 30, 2010; and
      •      3,125 shares on July 31, 2010.

These shares were issued upon the exemption from the registration provisions of the Act provided for by Section 4(2) thereof for transactions
not involving a public offering. Use of this exemption is based on the following facts:
      •      Neither we nor any person acting on our behalf solicited any offer to buy nor sell securities by any form of general solicitation or
             advertising.
      •      At the time of the purchase, Cameron Associates, Inc. was an accredited investor, as defined in Rule 501(a) of the Securities Act.
      •      Cameron Associates, Inc. has had access to information regarding DARA and is knowledgeable about us and our business affairs.
      •      All shares issued to Cameron Associates, Inc. were issued with a restrictive legend and may only be disposed of pursuant to an
             effective registration or exemption from registration in compliance with federal and state securities laws.

On June 15, 2009, we entered into a Securities Purchase Agreement (the “June 2009 Purchase Agreement’) with certain accredited investors in
connection with the private issuance and sale to such investors of 214,618 Units (the “June 2009 Private Placement”). Our gross proceeds from
this sale were $1,397,000, and net proceeds after placement agent fees were $1,298,180.

Each Unit consisted of (1) one share of common stock and (2) one Warrant to purchase one share of common stock. The Units were issued and
sold to investors at a price per Unit equal to the average of the closing sales price on the NASDAQ Capital Market for one share of common
stock for the period of twenty (20) trading days ending on the last trading day prior to the date the investor executed the securities purchase
agreement and deposited the purchase price. With this pricing mechanism, different investors paid different prices in the June 2009 Private
Placement depending on when they signed the June 2009 Purchase Agreement and submitted their funds. Purchase prices ranged from $6.24 to
$8.80 per Unit. Each Warrant has an exercise price equal to $7.36, which was the consolidated closing bid price on the trading day prior to the
closing date. The Warrants are exercisable beginning 12 months after the date of issuance with an expiration date of 5 years after the date of
issuance. In addition to the Warrants issued to investors, the placement agents received a total of 9,491 Warrants.

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We sold the Units to certain accredited investors without registration under the Act, or state securities laws, in reliance on the exemptions
provided by Section 4(2) of the Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state
laws. Since the Units have not been registered, they may not be offered or sold by investors absent registration or an applicable exemption from
registration requirements, such as the exemption afforded by Rule 144 under the Act. Subject to the volume limit, manner of sale and other
requirements of Rule 144, investors who are not our affiliates would be able to re-sell the shares of our common stock acquired in the June
2009 Private Placement following a six month holding period.

Item 16.      Exhibits
A list of exhibits filed herewith or incorporated by reference is contained in the Exhibit Index which is incorporated herein by reference.

Item 17.      Undertakings
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the
registrants, pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the
termination of the offering.

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(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) if the registrant is relying on Rule 430B: (A) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a
new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such effective date; or

(ii) if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to
be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(7) That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.

(8) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

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                                                                 SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on March 13, 2012.

                                                                                        DARA BIOSCIENCES, INC.

                                                                                        By:                 /s/ David J. Drutz, M.D.
                                                                                               David J. Drutz, M.D.
                                                                                               President and Chief Executive Officer

Dated: March 13, 2012

Pursuant to the requirements of the Securities and Exchange Act of 1933, as amended, this registration statement has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.

                       Signature                                        Title                                             Date


            /s/ David J. Drutz, M.D.                   President and Chief Executive Officer                        March 13, 2012
                                                           (Principal Executive Officer)
              David J. Drutz, M.D.

                /s/ Ann A. Rosar                             Chief Accounting Officer                               March 13, 2012
                  Ann A. Rosar                       (Principal Financial Officer and Principal
                                                                Accounting Officer)

                       *                               Chief Operating Officer and Director                         March 13, 2012
              Christopher Clement

                          *                                   Chairman and Director                                 March 13, 2012
                     Steve Gorlin

                      *                                               Director                                      March 13, 2012
               Haywood Cochrane

                           *                                          Director                                      March 13, 2012
                    Gail Lieberman

                        *                                             Director                                      March 13, 2012
               John C. Thomas, Jr.

          * /s/ David J. Drutz, M.D.
     David J. Drutz, M.D., attorney-in-fact

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Exhibit Index

 Exhibit
  No.                                    Description                                             Incorporated by Reference to

 3.1          Restated Certificate of Incorporation of DARA BioSciences,       Incorporated by reference to the Company’s Report on Form
              Inc.                                                             8-K filed on February 12, 2008
 3.2          Certificate of Amendment to Restated Certificate of              Incorporated by reference to the Company’s Quarterly Report
              Incorporation of DARA BioSciences, Inc.                          on Form 10-Q for the quarter ended March 31, 2010
 3.3          Certificate of Designation of Preferences, Rights, and           Incorporated by reference to the Company’s Report on Form
              Limitations of Series A Convertible Preferred Stock              8-K filed on December 29, 2010
 3.4          Certificate of Designation of Preferences, Rights, and           Incorporated by reference to the Company’s Report on Form
              Limitations of Series B Convertible Preferred Stock              8-K filed on January 18, 2012
 3.5          Form of Certificate of Designation of Preferences, Rights, and   To be filed by amendment
              Limitations of Series B-2 Convertible Preferred Stock
 3.6          Amended and Restated By-Laws of DARA BioSciences, Inc.           Incorporated by reference to the Company’s Report on Form
                                                                               8-K filed on February 12, 2008
 4.1          Specimen stock certificate for common stock                      Incorporated by reference to the Company’s Report on Form
                                                                               8-K filed on February 12, 2008
 4.2          Form of Warrant for Point Therapeutics, Inc.                     Incorporated by reference to the Company’s Quarterly Report
                                                                               on Form 10-Q for the quarter ended March 31, 2002
 4.3          Form of Investor Warrant for Point Therapeutics, Inc. dated as   Incorporated by reference to the Company’s Registration
              of September 24, 2003                                            Statement on Form S-1 filed on November 18, 2003
 4.4          Form of Paramount Warrant for Point Therapeutics, Inc. dated     Incorporated by reference to the Company’s Registration
              as of September 24, 2003                                         Statement on Form S-1 filed on November 18, 2003
 4.5          Form of Investor Warrant for Point Therapeutics, Inc. dated as   Incorporated by reference to the Company’s Report on
              of March 24, 2004                                                Form 8-K filed on April 1, 2004
 4.6          Form of Investor Securities Purchase Agreement dated as of       Incorporated by reference to the Company’s Report on
              March 24, 2004                                                   Form 8-K filed on April 1, 2004
 4.7          Form of Class A Common Stock Purchase Warrant                    Incorporated by reference to the Company’s Report on
                                                                               Form 8-K filed on October 21, 2008
 4.8          Form of Class B Common Stock Purchase Warrant                    Incorporated by reference to the Company’s Report on
                                                                               Form 8-K filed on October 21, 2008
 4.9          Form of Common Stock Purchase Warrant                            Incorporated by reference to the Company’s Report on
                                                                               Form 8-K filed on June 16, 2009
 4.10         Form of Common Stock Purchase Warrant                            Incorporated by reference to the Company’s Report on
                                                                               Form 8-K filed on September 14, 2009

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 Exhibit
  No.                                   Description                                             Incorporated by Reference to

 4.11         Form of Common Stock Purchase Warrant                           Incorporated by reference to the Company’s Report on
                                                                              Form 8-K filed on September 18, 2009
 4.12         Form of Common Stock Purchase Warrant                           Incorporated by reference to the Company’s Report on
                                                                              Form 8-K filed on October 15, 2009
 4.13         Form of Common Stock Purchase Warrant                           Incorporated by reference to the Company’s Quarterly Report
                                                                              on Form 10-Q for the quarter ended March 31, 2010
 4.14         Form of Class A Common Stock Purchase Warrant                   Incorporated by reference to the Company’s Report on Form
                                                                              8-K filed on December 29, 2010
 4.15         Form of Class B Common Stock Purchase Warrant                   Incorporated by reference to the Company’s Report on Form
                                                                              8-K filed on December 29, 2010
 4.16         Form of Indenture                                               Incorporated by reference to the Company’s Registration
                                                                              Statement on Form S-3 filed on March 25, 2011
 4.17         Form of Common Stock Purchase Warrant                           Incorporated by reference to the Company’s Report on Form
                                                                              8-K filed on January 18, 2012
 4.18         Form of Common Stock Purchase Warrant                           To be filed by amendment
 5            Opinion of K&L Gates LLP regarding the legality of the          To be filed by amendment
              securities being registered
10.1          Amended and Restated License Agreement dated January 12,        Incorporated by reference to the Company’s Quarterly Report
              1999 by and between Point Therapeutics, Inc. and Tufts          on Form 10-Q for the quarter ended March 31, 2002
              University**
10.2          DARA BioSciences, Inc. Amended and Restated 2003                Incorporated by reference to the Company’s Report on Form
              Employee, Director and Consultant Stock Plan *                  8-K filed on February 12, 2008
10.3          DARA BioSciences, Inc. 2008 Employee, Director and              Incorporated by reference to the Company’s Report on Form
              Consultant Stock Plan *                                         8-K filed on February 12, 2008
10.4          Lease Agreement dated November 30, 2007, by and between         Incorporated by reference to the Company’s Quarterly Report
              DARA BioSciences, Inc. and The Prudential Insurance             on Form 10-Q for the quarter ended March 31, 2008
              Company of America (“Prudential”) (assigned from Prudential
              to Highwoods DLF Forum, LLC in 2008)
10.5          Form of Stock Option Award for 2008 Employee, Director and      Incorporated by reference to the Company’s Registration
              Consultant Stock Plan (Incentive Stock Options) *               Statement on Form S-8 filed on April 8, 2008
10.6          Form of Stock Option Award for 2008 Employee, Director and      Incorporated by reference to the Company’s Registration
              Consultant Stock Plan (Non-Qualified Options) *                 Statement on Form S-8 filed on April 8, 2008

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Exhibit
 No.                                   Description                                              Incorporated by Reference to

10.7         Form of Restricted Stock Award Agreement for 2008 Employee,     Incorporated by reference to the Company’s Registration
             Director and Consultant Stock Plan *                            Statement on Form S-8 filed on April 8, 2008
10.8         Form of Restricted Stock Unit Award Agreement for 2008          Incorporated by reference to the Company’s Registration
             Employee, Director and Consultant Stock Plan *                  Statement on Form S-8 filed on April 8, 2008
10.9         License Agreement dated May 3, 2004, by and between The         Incorporated by reference to the Company’s Quarterly Report
             General Hospital Corporation d/b/a Massachusetts General        on Form 10-Q for the quarter ended March 31, 2008
             Hospital and DARA Pharmaceuticals, Inc.**
10.10        Exclusive License Agreement effective July 1, 2004, by and      Incorporated by reference to the Company’s Quarterly Report
             between Kirin Brewery Company, Limited and DARA                 on Form 10-Q for the quarter ended March 31, 2008
             Therapeutics, Inc.**
10.11        Exclusive License Agreement effective December 22, 2006, by     Incorporated by reference to the Company’s Quarterly Report
             and between Nuada, LLC and DARA BioSciences, Inc.**             on Form 10-Q for the quarter ended March 31, 2008
10.12        Exclusive License Agreement dated October 8, 2007, by and       Incorporated by reference to the Company’s Quarterly Report
             between Bayer Pharmaceuticals Corporation and DARA              on Form 10-Q for the quarter ended March 31, 2008
             BioSciences, Inc.**
10.13        Stock Purchase and Loan Agreement dated January 30, 2009, by    Incorporated by reference to the Company’s Report on Form
             and between DARA BioSciences, Inc. and SurgiVision, Inc.        8-K filed on January 30, 2009
10.14        Secured Promissory Note dated January 30, 2009, by and          Incorporated by reference to the Company’s Report on Form
             between DARA BioSciences, Inc. and SurgiVision, Inc.            8-K filed on January 30, 2009
10.15        Form of Securities Purchase Agreement                           Incorporated by reference to the Company’s Report on Form
                                                                             8-K filed on June 16, 2009
10.16        Form of Securities Purchase Agreement                           Incorporated by reference to the Company’s Report on Form
                                                                             8-K filed on September 14, 2009
10.17        Placement Agent Agreement, dated August 21, 2009, by and        Incorporated by reference to the Company’s Report on Form
             between DARA BioSciences, Inc. and Moody Capital Solutions,     8-K filed on September 14, 2009
             Inc.
10.18        Form of Securities Purchase Agreement                           Incorporated by reference to the Company’s Report on Form
                                                                             8-K filed on September 18, 2009
10.19        Material Transfer Agreement, dated March 24, 2008, by and       Incorporated by reference to the Company’s Report on Form
             between DARA BioSciences, Inc. and America Stem Cell, Inc.      8-K filed on October 13, 2009

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Exhibit
 No.                                   Description                                               Incorporated by Reference to

10.20        Addendum and First Amendment to Material Transfer                Incorporated by reference to the Company’s Report on Form
             Agreement, dated October 9, 2009, by and between DARA            8-K filed on October 13, 2009
             BioSciences, Inc. and America Stem Cell, Inc.
10.21        Form of Securities Purchase Agreement                            Incorporated by reference to the Company’s Report on Form
                                                                              8-K filed on October 15, 2009
10.22        Stock Purchase Agreement, dated December 31, 2009, by and        Incorporated by reference to the Company’s Annual Report on
             between DARA Pharmaceuticals, Inc. and SurgiVision, Inc.         Form 10-K for the year ended December 31, 2009
10.23        Securities Purchase Agreement, dated February 26, 2010, by and   Incorporated by reference to the Company’s Quarterly Report
             between DARA Pharmaceuticals, Inc. and certain accredited        on Form 10-Q for the quarter ended March 31, 2010
             investors
10.24        Agreement between DARA Therapeutics, Inc., a Subsidiary of       Incorporated by reference to the Company’s Report on Form
             DARA BioSciences, Inc., and the Division of Cancer               8-K filed on April 30, 2010
             Prevention, National Cancer Institute for the Clinical
             Development of KRN5500 dated April 26, 2010
10.25        First Amendment to License Agreement dated July 7, 2009 by       Incorporated by reference to the Company’s Registration
             and between The General Hospital Corporation d/b/a               Statement on Form S-1/A filed on May 17, 2010
             Massachusetts General Hospital and DARA Pharmaceuticals,
             Inc.
10.26        Change in Control Agreement dated October 6, 2010, by and        Incorporated by reference to the Company’s Annual Report on
             between DARA BioSciences, Inc. and Ann Rosar*                    Form 10-K filed on February 17, 2012
10.27        Securities Purchase Agreement dated October 24, 2010, by and     Incorporated by reference to the Company’s Report on
             between DARA BioSciences, Inc. and the purchasers identified     Form 8-K filed on October 26, 2010
             therein
10.28        Placement Agent Agreement dated October 22, 2010, by and         Incorporated by reference to the Company’s Report on Form
             between DARA BioSciences, Inc. and Ladenburg Thalmann &          8-K filed on October 26, 2010
             Co., Inc.
10.29        Form of Securities Purchase Agreement                            Incorporated by reference to the Company’s Report on Form
                                                                              8-K filed on December 29, 2010
10.30        Placement Agent Agreement dated December 29, 2010, by and        Incorporated by reference to the Company’s Report on Form
             between DARA BioSciences, Inc. and Ladenburg Thalmann &          8-K filed on December 29, 2010
             Co., Inc.
10.31        Employment Agreement dated January 17, 2012, by and              Incorporated by reference to the Company’s Report on Form
             between DARA BioSciences, Inc. and David Drutz*                  8-K filed on January 17, 2012
10.32        Employment Agreement dated January 17, 2012, by and              Incorporated by reference to the Company’s Report on Form
             between DARA BioSciences, Inc. and Christopher Clement*          8-K filed on January 17, 2012

                                                                   II-10
Table of Contents

Exhibit
 No.                                     Description                                                  Incorporated by Reference to

10.33         Agreement and Plan of Merger, dated January 17, 2012, by and         Incorporated by reference to the Company’s Report on Form
              among DARA BioSciences, Inc., Oncogenerix, Inc. and certain          8-K filed on January 17, 2012
              other parties thereto
10.34         Form of Securities Purchase Agreement                                Incorporated by reference to the Company’s Report on Form
                                                                                   8-K filed on January 18, 2012
10.35         Placement Agent Agreement dated January 17, 2012, by and             Incorporated by reference to the Company’s Report on Form
              between DARA BioSciences, Inc. and Ladenburg Thalmann &              8-K filed on January 18, 2012
              Co., Inc.
10.36         Exclusive Distribution Agreement dated June 29, 2011 by and          Filed herewith
              between Oncogenerix, Inc. and Rosemont Pharmaceuticals,
              Limited**
10.37         Form of Placement Agent Agreement by and between DARA                To be filed by amendment
              BioSciences, Inc. and Ladenburg Thalmann & Co., Inc.
10.38         Form of Securities Purchase Agreement                                To be filed by amendment
21            Subsidiaries of DARA BioSciences, Inc.                               Incorporated by reference to the Company’s Report on Form
                                                                                   10-K filed on February 17, 2012
23.1          Consent of Ernst & Young LLP                                         Filed herewith
23.2          Consent of K&L Gates LLP (included in its opinion to be filed        To be filed by amendment
              as Exhibit 5)
24            Power of Attorney                                                    Previously filed

*       Management Contract or Compensatory Plan or Arrangement.
**      Confidential Treatment requested for certain portions of this Agreement.

                                                                      II-11
                                                                                                                                   Exhibit 10.36

                                               CONFIDENTIAL TREATMENT REQUESTED

Where the text of this document has been redacted, it has been marked “[****]”. Such redacted portion has been filed separately with the
Securities and Exchange Commission pursuant to Rule 406 promulgated under the Securities Act of 1933, as amended.


                                               EXCLUSIVE DISTRIBUTION AGREEMENT

     This Exclusive Distribution Agreement (this “Agreement” ) is entered into as of 29th June 2011 (the “Effective Date” ), between
Oncogenerix, Inc., a Nevada corporation having offices at 3069 Pignatelli Crescent, Mt. Pleasant, SC 29466 ( “Oncogenerix” ) and Rosemont
Pharmaceuticals Limited (company number: 00924648), a company incorporated in England and Wales and having offices at Rosemont House,
Yorkdale Industrial Park, Braithwaite Street, Leeds LS II 9XE, United Kingdom ( “Rosemont” ).


                                                                  RECITALS

     WHEREAS, Oncogenerix is a generic and specialty pharmaceutical sales and distribution company engaged in the import, export,
marketing, sales and distribution of generic and specialty pharmaceuticals;

     WHEREAS, Rosemont has developed and received FDA approval of liquid tamoxifen known as “Soltamox ® ” for the treatment of breast
cancer;

     WHEREAS, Oncogenerix is interested in obtaining an exclusive license to market, promote and sell Rosemont’s Soltamox product in the
United States of America; and

      WHEREAS, Oncogenerix and Rosemont are entering into a Supply Agreement (the “Supply Agreement” ) and a Technical Agreement
(the “Technical Agreement” ) contemporaneously herewith.

     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants set forth below, the receipt and sufficiency
of which are hereby acknowledged, Oncogenerix and Rosemont mutually agree to as follows:


                                                                DEFINITIONS

      For the purposes of this Agreement, the following terms, when written with an initial capital letter, shall have the meaning ascribed to
them below. All references to particular Exhibit, Articles and Sections shall mean the Exhibits to, and Articles and Sections of, this Agreement,
unless otherwise specified.
     1.0 “Additional Territories” means any additional territories outside the Territory but excluding the United Kingdom and the Republic
     of Ireland in which Oncogenerix may undertake the Activities as agreed in writing between the parties in accordance with Sections 3.l(b).
     1.1 “Act” has the meaning set forth in Section 16.2.

     1.1 (a) “Activities” means the following activities undertaken by Oncogenerix: the use of, importation, storage, sale, offer for sale,
marketing, advertising, Promotion, detail and/or distribution.

     1.1 (b) “Additional Products” has the meaning set forth in Section 3.1(d)

     1.2 [not used]

     1.3 “Adverse Event Reports” has the meaning set forth in Section 3.2.

     1.4 “Affiliates” means:

             (a) in the case of Oncogenerix, any corporation or other business entity controlled by, controlling, or under common control with
another entity, with “control” meaning direct or indirect beneficial ownership of more than fifty percent (50%) of the voting stock of, or more
than a fifty percent (50%) interest in the income of, such corporation or other business entity; or

          (b) in the case of Rosemont, means any company which is a member of the same group (as that term is defined in section 1261(1) of
the Companies Act 2006) from time to time.

      1.4.2 “Agreement” shall mean this agreement together with the Supply Agreement and the Technical Agreement as set out in the
attached Exhibits. In the event of a conflict between the terms of this Agreement, the documents shall prevail in the following order:

           (a) main body of the Agreement;

           (b) Exhibit B – Supply Agreement;

           (c) Exhibit C – Commercialisation of Licensed Products;

           (d) Terms and Conditions of Sale;

           (e) Exhibit A – Technical Agreement.

     1.5 “Application” means a new application, or a supplement or an amendment to an existing application, for marketing approval for a
Licensed Product in the Territory.

     1.6 “Bankruptcy Code” has the meaning set forth in Section 12.4(a).

     1.7 “ Breaching Party ” has the meaning set forth in Section 12.4 and shall include references to the party which is being terminated
under this Agreement under Section 12.

     1.7 (a) “Business Day” means Monday to Friday between 9.00am and 17.00pm (GMT) excluding any public holidays in England.

                                                                        2
     1.7(b) “Claim” means:

           (i) any actual, suspected or threatened infringement of any of the Licensed Patents and/or Licensed Trademarks;

           (ii) any actual, suspected or threatened unauthorised disclosure, misappropriation or misuse of the Licensed Know-How;

           (iii) any actual or threatened claim that any of the Licensed Patents and/or Licensed Trademarks are invalid;

           (iv) any actual or threatened opposition to any of the Licensed Patents and/or Licensed Trademarks;

        (v) any claim made or threatened that exploitation of any of the Licensed Patents, Licensed Trademarks, and/or Licensed
Know-How infringes the rights of any Third Party;

           (vi) any person applies for, or is granted, a patent by reason of which that person may be, or has been granted, rights which conflict
with any of the rights granted to Oncogenerix under this Agreement;

           (vii) any application is made for a compulsory licence under the Licensed Patent; and/or

          (viii) any other form of attack, charge or claim to which the Licensed Patents, Licensed Know-How and/or Licensed Trademarks
may be subject.

      1.8 “Commercial Sale” means the commercial sale by way of an arm’s length transaction of a Licensed Product by Oncogenerix to a
Third Party in the Territory after Regulatory Approval in the Territory, including sales of Licensed Product for use in clinical trials and named
patient sales.

     1.9 “Competing Product” has the meaning set forth in Section 4.5.

      1.10 “Confidential Information” means all information (including but not limited to trade secrets) and materials (including but not
limited to data, results, technical, financial/business information or marketing strategies) disclosed by the Disclosing Party to the Receiving
Party together with all information derived by the Receiving Party from any such information and any other information clearly designated by
the Disclosing Party as being confidential to it (whether or not it is marked “confidential”) or which ought reasonably be considered to be
confidential. Rosemont’s Confidential Information shall include the Licensed Know-How.

     1.11 [not used]

     1.12 [not used]

                                                                        3
     1.13 “Cover” (including variations thereof such as “Covering” or “Covered”) means that the manufacture, use, sale, offer for sale, or
importation of a particular product would infringe a Valid Claim of a patent in the absence of rights under such patent. The determination of
whether a particular product is Covered by particular Valid Claims shall be made on a country-by-country basis.

      1.14 “Development Activities” means the activities undertaken as set forth in Section 3.1(a).

      1.15 [not used]

      1.16 “Disclosing Party” has the meaning set forth in Section 13.1.

     1.17 “FDA” means the United States Food and Drug Administration and any successor agency thereto, and/or any equivalent foreign
governmental agency, depending on the context.

      1.18 “Field” means cancer indication in humans.

      1.19 “Force Majeure Event” has the meaning ser forth in Section 16.6.

      1.20 [not used]

      1.21 “HIPAA” has the meaning set forth in Section 16.2.

     1.22 (a) “Improvements” means any and all enhancement, improvement, modification and/or developments to the Licensed Products,
Licensed Know-How and/or Licensed Trademarks (or any of them) created by either party directly, indirectly or as a consequence of this
Agreement and during the Term.

      1.22 (b) “Indemnifying Party” has the meaning set forth in Section 15.3.

      1.22 (c) “Indemnified Party” has the meaning set forth in Section 15.3.

      1.22 (d) “Initial Term” has the meaning set forth in Section 12.1(a).

      1.23 “Insolvency Event” means the Breaching Party:

            (i) has a petition filed, a notice given, a resolution passed, or an order made, for or in connection with its winding up (other than for
the sole purpose of a scheme for its solvent amalgamation with one or more other companies or its solvent reconstruction) or such other
circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in respect of the Breaching Party;

           (ii) has an application made to court, or an order made, for the appointment of an administrator, or has a notice of intention to
appoint an administrator given by the Non-Breaching Party or its directors or a qualifying floating charge holder (as defined in paragraph 14 of
Schedule B1 to the Insolvency Act 1986) or has an administrator appointed over it;

                                                                          4
            (iii) has a receiver appointed over any of its assets or undertaking or circumstances arise which entitle a court of competent
jurisdiction or a creditor to appoint a receiver or manager of the Breaching Party or if any other person takes possession of or sells the
Breaching Party’s assets;

           (iv) has a floating charge holder over its assets becoming entitled to appoint or has an administrative receiver appointed;

            (v) makes, or proposes to make, any arrangement or composition with its creditors or makes an application to a court of competent
jurisdiction for the protection of its creditors in any way;

            (vi) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal
for or enters into any compromise or arrangement with its creditors (other than for the sole purpose of a scheme for its solvent amalgamation
with one or more other companies or its solvent reconstruction);

            (vii) is, or is reasonably considered by the Non-Breaching Party giving notice to be, unable to pay its debts when they fall due as
defined in section 123 of the Insolvency Act 1986 (on the basis that the words “it is proved to the satisfaction of the court that” are deemed
omitted from section 123(1)(e) and 123(2) of that act);

           (viii) any distraint is levied against the Breaching Party or its property by any third party;

           (ix) a creditor or encumbrancer of the Breaching Party attached or take possession of, or a distress, execution, sequestrian or other
such process is levied or enforced on or against, the whole or any part of its assets and such attachment or process is not discharged;

            (x) the Breaching Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not
less than seven (7) days after being notified in writing to make such payment;

           (xi) the Non-Breaching Party, acting reasonably, has serious doubts as to the Breaching Party’s solvency or the Breaching Party
proposes any of the actions set out in sections (i) to (x) above; or

           (xii) suspends or threatens to suspend or cease, to carry on all or a substantial part of its business.

     1.24 [not used]

     1.25 [not used]

     1.26 [not used]

     1.27 “Licensed Know-How” means the Registration Dossier, any regulatory communications and labeling relating directly to the
Licensed Product, and any Improvements

                                                                          5
that are owned by Rosemont as of the Effective Date or that is developed by Rosemont during the Term, and which is reasonably required for
the Activities relating to the Licensed Products in the Territory.

     1.28 “Licensed Patent” means Rosemont’s patent known as ‘therapeutic agents containing tamoxifen and salts thereof’, patent number
6127425, filing date 26 June 1998 and issue date of 3 October 2000 in the Territory, including any continuation, thereof.

      1.29 “Licensed Product” means Rosemont’s liquid tamoxifen product known as ‘Soltamox®’, in all dosage forms and formulations for
use in the Field.

      1.30 “Licensed Trademarks” means Rosemont’s trademark ‘Soltamox’; registration number 3245337, registration date 22 May 2007
and expiry date 22 May 2017 together with such unregistered trademarks relating to the ‘Soltamox’ brand as are used by Rosemont in relation
to the Licensed Products in the Territory at any time during the Term.

     1.31 “Losses” has the meaning set forth in Section 15.1.

     1.31 “Milestone” means the level of Net Revenues payable to Oncogenerix and in relation to which Oncogenerix shall make a payment
to Rosemont under Section 6.1(b).

      1.32 “Net Revenues” means the total gross sales of the Licensed Product in the Territory invoiced by Oncogenerix, its Affiliates and/or
its sublicensees in any arm’s length transaction to a Third Party with respect to the sale of Licensed Product during the then-current calendar
quarter, net of, where applicable,[****]. Where the Licensed Product is:

           (a) supplied other than in an arm’s length transaction;

           (b) sold or otherwise supplied to any of Oncogenerix’s Affiliates;

           (c) incorporated into another article and sold or otherwise supplied at a price which is included in the price of the other article; or

           (d) put into use by Oncogenerix;

     the Net Revenues of each such Licensed Product shall be deemed to be the Net Revenue which would have been applied under this
Agreement had such Licensed Product been transferred to an independent arm’s length customer.
     If a Licensed Product is sold or offered for sale in combination with other products of Oncogenerix at a price that is reduced or
     discounted from the normal selling price (the “Discounted Bulk Purchase”) of Oncogenerix for such Licensed Product and if that discount
     is only available with or is conditioned upon the purchase of such other products, the Net Revenues determined as provided for in this
     Section 1.32 shall be adjusted as if the discount or reduction had been applied to all products of such combination equally. “
     Non-Breaching Party ” has the meaning set forth in Section 12.4 and shall include references to the party that exercises its right to
     terminate this Agreement under Section 12.

                                                                         6
     1.33 [not used]

     1.34 “Oncogenerix Data” has the meaning set forth in Section 3.1(e).

      1.35 “Prescriber Data” shall mean data which measures prescriptions written for the Licensed Product in the Territory during a
specified time period from a source mutually agreed in writing by the parties.

      1.36 “Promotion” means those activities normally undertaken by a pharmaceutical company to implement promotion plans and
strategies aimed at encouraging the appropriate use of a particular prescription pharmaceutical product under a common trademark, up to the
point of offering the product for sale. When used as a verb, “ Promote ” shall mean to engage in such activities.

     1.37 “Promotional Materials” has the meaning set forth in Section 9.4.

     1.38 [not used]

     1.39 [not used]

      1.40 “Reasonable Diligence” means using all reasonable endeavours consistent with those used by pharmaceutical companies similarly
situated to Oncogenerix or Rosemont (as the case may be) in activities that are the same as or similar to the Activities in respect of other
pharmaceutical products similarly situated to the Licensed Product.

     1.41 “Receiving Party” has the meaning set forth in Section 13.1.

      1.42 “Regulatory Approval” means, with respect to the United States, the final approval of a 505b-2 or 505j-2 Abbreviated New Drug
Application (“ ANDA ”) by the FDA, and, with respect to other jurisdictions, the final approval of the foreign equivalent to a ANDA, and the
granting of all other governmental regulatory approvals required (including pricing reimbursement), if any, for the sale of a Licensed Product in
a given country or jurisdiction.

      1.43 (a) “Registration Dossier” means all written pertinent and necessary information in such detail as currently requested by the FDA
in order to grant authorization for sale and marketing of the Licensed Product and including all technical and scientific information in written
form, acquired and/or developed by Rosemont relating to active ingredients of the Licensed Product;

     1.44 (b) “Renewal Term” has the meaning ascribed to it in Section 12.1(b).

     1.44 “Rosemont” means Rosemont Pharmaceuticals Limited (company number: 00924648) only.

     1.45 (a) “Royalties” means the sums payable by Oncogenerix to Rosemont pursuant to Section 6.1.

     1.45 “Oncogenerix Know-How” has the meaning set forth in Section 8.4.

                                                                        7
     1.46 “Oncogenerix Trade Dress” has the meaning set forth in Section 9.2.

     1.47 (a) “Regulatory Costs” has the meaning set forth in Section 3.1(a).

     1.47 “Supply Agreement” has the meaning set forth in Section 5.1.

     1.48 “Tail Period” has the meaning set forth in Section 12.9(b).

     1.49 “Territory” means the United States of America, including its territories and possessions together with any Additional Territories as
agreed between the parties pursuant to Section 3.1(b) from time to time.

     1.50 “Term” means the Initial Term and the Renewal Term (as appropriate).

     1.51 “Third Party” means any person or entity including any Affiliates, but excluding Oncogenerix or Rosemont.

     1.52 “Valid Claim” means a claim in any issued patent that has not been disclaimed, abandoned, denied or admitted to be invalid or
unenforceable through reissue or disclaimer or otherwise, or held permanently revoked unenforceable or invalid by a decision of a court or
governmental agency of competent jurisdiction by a decision beyond right of review.

      1.54 “Year” means the twelve (12) month period commencing on the Effective Date and each consecutive twelve (12) month period
thereafter during the Term.


                                                           II. GRANT OF RIGHTS

     2.1 Grants to Oncogenerix .

            (a) Patent and Know-How License . Subject to the terms and conditions of this Agreement, Rosemont grants to Oncogenerix, during
the Term, the exclusive (even as to Rosemont and its Affiliates) right and license, with the right to subcontract and sublicense, under the
Licensed Know-How and Licensed Patents, to undertake the Activities in respect of the Licensed Product in the Territory solely for use in the
Field. For the avoidance of doubt, Rosemont (and/or its Affiliates) shall retain the right to use the Licensed Know-How and Licensed Patents to
manufacture and export the Licensed Products on a worldwide basis.

             (b) Trademark License . Subject to the terms and conditions of this Agreement, Rosemont grants to Oncogenerix, during the Term,
the exclusive right and license, with the right to subcontract and sublicense, to use the Licensed Trademark(s), solely in connection with the
Activities in respect of the Licensed Product in the Territory for use in the Field. Oncogenerix acknowledges and agrees that all of its
(including its Affiliates and sublicensees) use of the Licensed Trademark(s) and any and all goodwill arising as a result of the Activities
relating to the Licensed Products in the Territory shall inure to the benefit of Rosemont (and/or its Affiliates), and that Oncogenerix shall not
acquire any ownership rights in and to the Licensed Trademark(s) by virtue of its uses of the Licensed Trademarks under this Agreement.

                                                                        8
             (c) Right to Sublicense . Oncogenerix may sublicense its rights and licenses granted under Sections 2.1(a) and 2.1(b) to a Third
Party only with Rosemont’s express prior written consent. Oncogenerix shall procure that its permitted sub-licensees who are at any time
associated with, engaged in, connected with this Agreement shall comply with the terms and conditions of this Agreement as though original
parties to this Agreement. Oncogenerix shall procure that the contracts with its sublicensees contains a provision as to allow the assignment of
such sublicensee contract to Rosemont in the event that Rosemont terminates this Agreement for any reason whatsoever. If Oncogenerix
sublicenses its rights and licenses or appoints a sub-contractor under this Agreement, Oncogenerix shall nevertheless continue to be liable for
the performance of its obligations under this Agreement, and shall be fully responsible for the actions of its sublicensees and/or appointed
sub-contractors and shall indemnify and keep indemnified Rosemont (and/or its Affiliates) against any and all Losses arising as a result of any
act, omission, breach and/or negligence of such sublicensees.

     2.2 [not used]


                                              III. DEVELOPMENT; REGULATORY ISSUES

     3.1 Development .

            (a) Regulatory Approval in the Field . The parties acknowledge that the Licensed Product has previously received Regulatory
Approval in the Territory for use in breast cancer treatment in humans. Oncogenerix and/or its Affiliates shall be responsible for carrying out
any procedures necessary to confirm, revive or otherwise perfect the Regulatory Approval for Commercial Sale of the Licensed Product in the
Field in the Territory (“ Development Activities ”). Oncogenerix shall provide written notice to Rosemont of any reasonable costs
contemplated to be incurred by Oncogenerix over and above[****], directly in furtherance of perfecting the Regulatory Approval of the
Licensed Product in the Territory (“ Regulatory Costs ”) prior to incurring such Regulatory Costs and, provided that Rosemont has approved
such Regulatory Costs (or such Regulatory Costs are less than [****], Oncogenerix may deduct the Regulatory Costs from the Royalties
payable by Oncogenerix to Rosemont. Oncogenerix shall deduct [****] from each quarterly Royalty payment until Oncogenerix has been
reimbursed for such Regulatory Costs. Oncogenerix shall provide to Rosemont documentary evidence to support any claim for Regulatory
Costs together with the relevant Royalty payment from which the deduction has been made.

           (b) Additional Territories . Oncogenerix may make a written request to Rosemont to extend the Activities relating to the Licensed
Product into Additional Territories. Rosemont will consider in good faith such a request but shall not be obliged to agree to the inclusion of any
Additional Territories. Any agreement between the Parties regarding Additional Territories shall be made in accordance with Section 16.5.

           (c) [not used]

          (d) Other Development-Additional Products . Rosemont and/or its Affiliates: (i) at their sole discretion and their sole cost and
expense, may develop liquid pharmaceutical products other than the Licensed Product for any indication, whether inside the Field or not, and;

                                                                        9
(ii) has developed liquid pharmaceutical products other than the Licensed Product which have previously received Regulatory Approval,
examples of which are set out in Exhibit D (each “Additional Products” ). In the event Rosemont successfully develops and obtains
Regulatory Approval for any Additional Products pursuant to this Section 3(d) and within the Territory, Oncogenerix may make a written
request to Rosemont to undertake the Activities in respect of the Additional Products within the Territory. Rosemont shall consider in good
faith such a request but shall not be obliged to agree to permit Oncogenerix to undertake the Activities in respect of the Additional Products
within the Territory. Any agreement between the parties regarding the Additional Products shall be the subject of a separate agreement between
the Parties.

             (e) Ownership of Data and Regulatory Approvals . Except as otherwise set forth in this Agreement, all data and information
generated by any Development Activities pursuant to this Section 3.1 shall be owned by Rosemont and/or its Affiliates and shall be deemed
Licensed Know-How. Rosemont and/or its Affiliates shall hold and own all Regulatory Approvals. Rosemont grants to Oncogenerix the sole
and exclusive right to market the Licensed Product under Rosemont’s and/or its Affiliates’ Regulatory Approvals in the Field in the Territory.
Oncogenerix shall hold and own all Prescriber Data, marketing, sales, distribution and other commercialization data and other marketing, sales,
distribution and commercialization information resulting from the Activities regarding the Licensed Product undertaken by Oncogenerix
(and/or its Affiliates and sublicensees) in the Field in the Territory following the Effective Date (together referred to as “Oncogenerix Data” ).
Upon request, Oncogenerix shall make available to Rosemont any and all Oncogenerix Data within Oncogenerix’s (or Oncogenerix’s
Affiliates’ and/or sublicensees’) possession or control that Rosemont may need to comply with FDA reporting requirements and other
regulations; Oncogenerix shall provide copies of any documents, in electronic or paper form as requested by Rosemont, within five (5) business
days of Rosemont’s request.

     3.2 Adverse Event Reporting .

      (a) Oncogenerix and Rosemont shall notify each other of all information coming into its respective possession concerning any and all
adverse events relating to the Licensed Products as detailed under the Technical Agreement (“ Adverse Event Reports ”) as provided in the
Technical Agreement, in substantially the form attached hereto as Exhibit A. Each party agrees to share relevant information it receives (either
directly or indirectly) with the other party in a timely manner and in any event in accordance with all applicable laws and regulations so as to
allow such other party to comply with its responsibility to process pharmacovigilance information under this Section 3.2 and any applicable
laws and regulations. Each party also agrees to report such information to the FDA or EU equivalent in any country required in a timely
manner, and in no event later than the prescribed period of time for reporting such information.

      (b) For the avoidance of doubt, Oncogenerix shall have the responsibility of filing the annual report for the Licensed Product with the
FDA in the Territory and Rosemont shall provide Oncogenerix on a timely basis with any such information which shall be necessary for
Oncogenerix to comply with the requirements of this section. Oncogenerix shall indemnify and keep indemnified Rosemont (and/or its
Affiliates) against any and all Losses resulting from Oncogenerix’s failure to comply with the provisions of this Section 3.2(b) to the extent that
such

                                                                        10
Losses were not incurred as a direct result of Rosemont’s failure to comply with the information provision under this Section 3.2(b). Except as
specifically provided in this Section 3.2(b), Rosemont shall have the responsibility of filing all regulatory reports with respect to the Licensed
Product.


                                               IV. COMMERCIALIZATION; MANAGEMENT

      4.1 Commercialization .

           (a) By Oncogenerix . During the Term and in the Territory, Oncogenerix shall use Reasonable Diligence, at its sole cost and
expense, and in such a manner as Oncogenerix may in its reasonable discretion determine reasonable and appropriate, for:

                   (i) the marketing and sale of Licensed Product in the Field;

                     (ii) accepting and fulfilling orders for Licensed Product received by it and/or its Affiliates from customers in the Field,
including the distribution of Licensed Product to fulfill such orders (provided that Rosemont shall inform and transfer to Oncogenerix any and
all active orders it and/or its Affiliates receive for Licensed Products in the Territory);

                   (iii) booking all sales and reimbursement obligations of Licensed Product attributable to such orders;

                   (iv) establishing and managing reimbursement strategies within the Territory;

                   (v) warehousing and distribution of Licensed Product within the Territory;

                  (vi) establishing and managing field sales and sales operations, and performing visits to, national accounts, including
managed care, trade and government accounts;

                  (vii) responding to medical questions or enquiries from members of the medical and paramedical professions and consumers
regarding Licensed Product, including the distribution of standard medical information letters resulting from the marketing activities of
Oncogenerix’s sales representatives;

                   (viii) performing market research in connection with Licensed Product; and

                  (ix) any other activities reasonably related to the Activities regarding the Licensed Product, including the
handling/processing of returns, refunds, rebates and wholesaler charge-backs and administration of managed care contracts, federal and state
government contracts, rebate contracts, long-term care contracts, performance-based contracts and hospital purchasing contracts.

                  (x) making clear, in all dealings with customers and prospective customers, that it is acting as an authorized distributor of the
Licensed Products and not as agent of Rosemont;

                   (xi) beginning six (6) months from the date of the first Commercial Sale of the Licensed Product by Oncogenerix in the
Territory, maintaining an active and suitably trained sales force and being fully responsible for all selling and sales support activities in the
Territory;

                                                                         11
             (b) By Rosemont . During the Term and in the Territory, Rosemont shall use reasonable endeavours, at its sole cost and expense
(subject to the proviso set out below), for:
                        subject to Section 3.2(b), regulatory affairs related to Regulatory Approvals and regulatory maintenance-related
                   matters within the Territory;
                         manufacturing and supply of the clinical supplies of Licensed Product necessary for the bio-equivalency and clinical
                   studies, if any, necessary for Regulatory Approval within the Territory;
                        manufacturing of commercial supply quantities of Licensed Product within the Territory pursuant to the Supply
                   Agreement; and
                        any other activities reasonably related to the development, registration, manufacturing or supply of Licensed Product
                   mutually agreed to by the parties.

      4.2 Compliance with Law . Oncogenerix shall comply with all legal requirements applicable to the Activities relating to the Licensed
Product in the Territory, including, without limitation, any applicable statutory or regulatory requirements relating to the Promotional Materials
for the Licensed Product in the Territory. Rosemont shall maintain responsibility for labeling compliance and maintenance relating to the
Licensed Product, and notify Oncogenerix of any changes to labeling at the time of FDA approval thereof; and Oncogenerix shall seek
Rosemont’s written approval prior to adopting or changing any packaging or labeling for the Licensed Product.

      4.3 Promotional Materials . Oncogenerix shall provide samples of Promotional Materials to Rosemont not less than ten (10) days prior to
the time of first using or distributing such Promotional Materials in the Territory and shall obtain Rosemont’s written approval before

using or distributing such Promotional Material; such approval not to be unreasonably delayed, conditioned or denied. Rosemont will approve
the Promotional Materials within five (5) business days of receipt of such Promotional Materials from Oncogenerix. If Rosemont does not
provide its approval or notice that it does not approve the Promotional Materials within the timescale in this Section 4.3, the Promotional
Materials will be deemed to be approved. Oncogenerix will use Reasonable Diligence to make such amendments to the Promotional Materials
as requested by Rosemont under this Section 4.3. Oncogenerix shall own all right, title and interest in and to any Promotional Materials created
by Oncogenerix relating to the Licensed Products, but excluding the Licensed Trademark(s); provided that, the Promotional Materials shall be
used exclusively in connection with the Licensed Products in accordance with the terms of this Agreement. Where required by law,
Oncogenerix shall submit Promotional Materials to the FDA (DDMAC) for review and approval. In the event that the FDA issues a letter
objecting to any Promotional activities by Oncogenerix that require corrective actions (e.g. issuance of Dear Healthcare Professional letters,
recall of Promotional Materials and/or dissemination of corrected Promotional Material), Oncogenerix will bear all the cost related to these
corrective activities except to the extent that any such costs are caused by changes requested by Rosemont, in which case Rosemont shall bear
the costs of such corrective activities.

                                                                       12
     4.4 Pricing . As between the parties, Oncogenerix has the sole right to determine the price for Licensed Product within the Territory,
subject to appropriate governmental rules and regulations, where applicable.

       4.5 Non-Compete . During the Term, Oncogenerix shall not undertake any Activities in respect of any oral liquid pharmaceutical product
for treatment of cancer in a competitive indication in humans (a “Competing Product” ) in the Territory. Notwithstanding the above, but
subject to Section 16.4(a), Oncogenerix is not precluded from entering into a merger or acquisition of or with an entity that markets, distributes,
Promotes, details or sells a Competing Product in the Territory, provided that consolidated revenues from a Competing Product constitute less
than 25% of such entity’s consolidated revenues. In the event Oncogenerix enters into a merger with or acquisition of an entity whose
consolidated revenues from a Competing Product are equal to or greater than 25% of such entity’s consolidated revenues, then Oncogenerix
will use reasonable commercial efforts to sell that portion of the entity’s business engaged in the marketing, distribution, Promotion, detailing
or selling of Competing Product during the period of time covered by this Section 4.5.

     4.6 Oncogenerix shall comply with the terms and conditions set out in Exhibit C in performing the Activities relating to the Licensed
Products in the Territory.


                                                            V. MANUFACTURING

      5.1 Commercial Supply . Rosemont shall supply to Oncogenerix all its requirements for Licensed Product (including samples and clinical
supplies), subject to Oncogenerix’s obligation to make Royalty payments in accordance with Section VI. As part of this Agreement, Rosemont
and Oncogenerix shall comply with the terms and conditions of the supply agreement, as detailed in Exhibit B (the “Supply Agreement” ),
governing the commercial supply of Licensed Product (including samples and clinical supplies) by Rosemont to Oncogenerix (including the
procedures for providing forecasts of Oncogenerix’s requirements, for ordering Licensed Product, and for return and replacement of Licensed
Product that does not meet product specifications). For purposes of clarity, all Licensed Product (other than samples and clinical supplies)
supplied by Rosemont to Oncogenerix hereunder shall be in finished form and packaged in primary packaging, ready to sell.


                                                                VI. PAYMENTS

     6.1 Royalties . (a) During the Term, Oncogenerix shall pay Rosemont quarterly Royalties equal to [****] per cent of Oncogenerix’s Net
Revenues of the Licensed Product. All Royalty payments shall be due within thirty (30) days after the close of each calendar quarter.

      (b) Milestones . During the term of this Agreement, Oncogenerix shall pay to Rosemont the following Milestone payments within thirty
(30) days of the relevant Milestone being met by Oncogenerix: [****]

                                                                        13
      6.2 Payments on Termination . If this Agreement is terminated, Oncogenerix shall continue to be responsible for payment of all amounts
accrued under this Agreement and/or the Supply Agreement prior to the date of termination (including any Royalty or Milestone payments).
Any such amounts shall be due and payable within thirty (30) days after termination. If Oncogenerix is permitted to sell its inventory of
Licensed Product pursuant to Section 12.10, then Oncogenerix shall pay to Rosemont any Royalties and Milestone payments pursuant to
Section 6.1 achieved after termination (during the Tail Period). Such payments shall be paid within thirty (30) days after the end of the calendar
quarter during which such sales were made or thirty (30) days after the date on which such Milestone was achieved.

      6.3 Sublicenses . Any Net Revenues or gross sales by an Oncogenerix sublicensee shall be treated as Net Revenues and gross sales,
respectively, of Oncogenerix, for the purposes of payments under this Article VI. If Oncogenerix grants any sublicenses under this Agreement,
then Oncogenerix shall obtain the written commitment of such sublicensees to abide by all applicable terms and conditions of this Agreement,
but Oncogenerix shall remain responsible to Rosemont for the performance by such sublicensee of any and all terms in accordance with
Section 2.1(c).

      6.4 Interest . In the event that Oncogenerix is late in paying to Rosemont any amounts due under this Section VI within the applicable
time period set forth herein, such payment shall bear interest (both before and after judgment) at the average one-month London Interbank
Offered Rate (LIBOR) as reported by Datastream (or a successor or similar organization) from time to time, such interest to accrue on a daily
basis from the due date for payment until receipt of payment in full and cleared funds by Rosemont.


                                            VII. PAYMENTS, REPORTS, AND ACCOUNTING

       7.1 Royalty Payments and Reports . Oncogenerix agrees to make payments within thirty (30) days after the end of each calendar quarter
covering all Commercial Sales of, and Net Revenues from, the Licensed Product in the Territory by Oncogenerix, its Affiliates and/or
sublicensees for which invoices were issued during such calendar quarter. Oncogenerix agrees to provide written reports to Rosemont within
thirty (30) days after the end of each calendar quarter detailing all Commercial Sales of Licensed Product in the Territory by Oncogenerix for
which invoices were sent during such calendar quarter. Each report shall state for the period in question:

            (a) for Licensed Product disposed of by Commercial Sale, the gross sales of Licensed Product, and the detailed calculation of Net
Revenues;

            (b) for Licensed Product disposed of other than by Commercial Sale, the quantity, description, and nature of the disposition; and

            (c) the calculation of the amount due to Rosemont for such quarter pursuant to Article VI.

      7.2 Accounting . Oncogenerix agrees to keep full, clear, true, accurate and up-to-date records for a period of at least three (3) years,
setting forth the Commercial Sales and other disposition of Licensed Product and Net Revenues in sufficient detail to enable Royalties and
compensation payable to Rosemont hereunder to be determined.

                                                                        14
      7.3 Audit . Oncogenerix further agrees to permit its books and records to be examined by a nationally recognized independent certified
public accounting firm selected by Rosemont and retained for the purpose of auditing the same at Rosemont’s expense to verify records
provided for in this Article VII and the Royalties payable under Article VI. Such audit shall be conducted for the purpose of verifying the
accuracy of reports delivered by Oncogenerix to Rosemont pursuant to Sections 7.1 and 7.2 and the accuracy of Oncogenerix’s determination
of the amounts payable or paid by Oncogenerix to Rosemont under this Agreement and/or the Supply Agreement. Such audit shall not be
performed more frequently than once per calendar year nor more than once with respect to the records covering any specific period of time.
Such examination is to be made at the expense of Rosemont, except in the event that the results of the audit reveal a discrepancy in favor of
Oncogenerix of [****] or more of Net Revenues over the period being audited, in which case the audit fees for such examination shall be paid
by Oncogenerix. Oncogenerix shall pay to Rosemont within thirty (30) days after the delivery of the accountant’s report pursuant to this
Section 7.3 all amounts plus interest payable under Section 6.4 above and/or under the Supply Agreement determined by the accountant to be
payable by Oncogenerix to Rosemont. If the accountant determines that Oncogenerix has overpaid Rosemont, Rosemont shall, at the election
of Oncogenerix, credit Oncogenerix in an amount equal to such overpayment on the immediately succeeding invoice rendered to Oncogenerix,
or pay Oncogenerix such amount within thirty (30) days after receipt of an invoice therefor.

     7.4 Methods of Payments . All payments due under this Agreement shall be paid in United States dollars (US$) by BACS transfer to a
bank in England designated in writing by Rosemont.

       7.5 Taxes . Royalties and other sums payable under this Agreement are exclusive of VAT (or similar tax) and shall be paid free and clear
of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If Oncogenerix is required by law to
make a deduction or withholding, Oncogenerix will, within five (5) business days of making the deduction or withholding, provide a statement
in writing showing the gross amount of the payment, the amount of the sum deducted and the actual amount paid.

     7.6 Royalties shall be payable under this Agreement even if some part of the Activities relating to the Licensed Products undertaken by
Oncogenerix takes place in a part of the Territory (or Additional Territories) where there is no Licensed Patent or where the Licensed Product
does not fall within the scope of the Licensed Patent.


                             VIII. OWNERSHIP OF TECHNOLOGY AND INTELLECTUAL PROPERTY

      8.1 Ownership . Subject to Section 10.1 only, ownership of any Licensed Know-How and/or Licensed Patents improved, modified,
developed or created during the Term shall remain vested at all times in Rosemont and Oncogenerix hereby assigns as a present and immediate
assignment of future rights all such right and title to Rosemont; upon such assignment, Rosemont shall grant Oncogenerix, for no additional
consideration, the right to use such improvement,

                                                                      15
modification, development or creation related to the Licensed Know-How and/or Licensed Patents for the duration of the Term and any
Renewal Term. Rosemont expressly reserves under this Agreement all rights to use the Licensed Know-How, the Licensed Patents, and any
other Rosemont patents to make, have made, use, export, undertake the Activities in respect of the Licensed Product outside of the Territory
and to make, have made, use and export the Licensed Product within the Territory.

      8.2 Rosemont Inventions . As between the parties, Rosemont shall own any and all inventions invented, either solely or jointly with Third
Parties, by the employees or agents of Rosemont, and any patents Covering such inventions.

     8.3 [not used]

     8.4 Oncogenerix Technology . If during the Term, Oncogenerix develops any know-how relating to the use, manufacture, and/or
undertaking of the Activities relating to the Licensed Product (the “Oncogenerix Know-How” ), Oncogenerix shall immediately grant a
non-exclusive, non-royalty-bearing, perpetual, irrevocable, worldwide, transferable license to Rosemont to use the Oncogenerix Know-How.


                                                               IX. Trademarks .

     9.1 Ownership .

      (a) Rosemont shall exclusively own any Licensed Trademarks created during the Term, and shall retain the right to use the Licensed
Trademarks in the Territory in connection with the Activities relating to any products other than the Licensed Product. Rosemont shall also
retain the right to use the Licensed Trademark(s) in connection with the Activities relating to the Licensed Product outside the Field within the
Territory and/or outside the Territory. Oncogenerix shall have no right to use the Licensed Trademark(s), or any other marks confusingly
similar to the Licensed Trademark(s), in connection with the Activities relating to any product other than the Licensed Product.

      (b) Except as provided in Section 2.1, Oncogenerix shall have no rights in respect of any trade names or Licensed Trademarks or the
other intellectual property rights used by the Rosemont and/or its Affiliates in relation to the Licensed Products or of the goodwill associated
therewith, and Oncogenerix hereby acknowledges that, except as expressly provided in this Agreement, it shall not acquire any rights in respect
thereof.

      (c) Oncogenerix shall, at Rosemont’s expense, take all such steps as Rosemont may reasonably require to assist Rosemont in maintaining
the validity and enforceability of the Licensed Trademarks and/or the Licensed Patents during the continuance of this Agreement.

     (d) Without prejudice to the right of Oncogenerix or any third party to challenge the validity of any Licensed Trademarks or Licensed
Patents, Oncogenerix shall not do or authorize any third party to do any act which would or might invalidate or be inconsistent with the
Licensed Trademarks and/or Licensed Patents or omit to do any act which, by its omission, would have that effect or character.

                                                                       16
     (e) Oncogenerix shall not:

            (i) alter, remove or tamper with any Licensed Trademarks and/or Licensed Patents numbers, or other means of identification used
on or in relation to the Licensed Products;

          (ii) use any of the Licensed Trademarks in any way which might prejudice their distinctiveness or validity or the goodwill of
Rosemont (and/or its Affiliates);

           (iii) use in relation to the Licensed Products any trademarks other than the Licensed Trademarks and the Oncogenerix Trade Dress
without obtaining the prior written consent of Rosemont; or

             (iv) use any trademarks or trade names so resembling any Licensed Trademarks or trade names of Rosemont (and/or its Affiliates)
as to be likely to cause confusion or deception; or

           (v) make an application to or actually register the unregistered Licensed Trademarks in the Territory without Rosemont’s prior
written consent.

      9.2 Trade Dress . Notwithstanding the foregoing, as soon as reasonably practicable prior to or upon Rosemont’s application for
Regulatory Approval, Oncogenerix shall prepare and submit to Rosemont a sample of Oncogenerix’s trade dress to be utilized to distribute the
Licensed Products in the Territory (the “Oncogenerix Trade Dress” ) which shall be in accordance with all applicable laws. Oncogenerix
hereby grants to Rosemont the right to use, with the right to grant Rosemont’s Affiliates the right to use, such Oncogenerix Trade Dress in the
Territory solely for the purpose of performing its obligations under this Agreement, the Technical Agreement and/or the Supply Agreement.
Oncogenerix shall own and retain all rights to the Oncogenerix Trade Dress and all goodwill associated therewith. The Oncogenerix Trade
Dress shall be used only pursuant to the terms of this Agreement to identify, and in connection with, the distribution of the Licensed Products
in the Territory, and shall not be used by either party to identify, or in connection with, the marketing of any other products. Except as
otherwise set forth in this Agreement, Rosemont’s (and/or its Affiliates’) right to use the Oncogenerix Trade Dress shall automatically
terminate upon the termination or expiration of this Agreement.

      9.3 Selection, Prosecution and Maintenance . The parties acknowledge that Rosemont has registered the trademark “Soltamox” for the
Licensed Product in the USA. With respect to any Additional Territories, any necessary trademark applications and registrations shall be
deemed to be Licensed Trademarks. Rosemont shall be responsible for, and have full control over, the filing, prosecution and maintenance of
and, subject to Section 10, any infringement actions relating to the Licensed Trademark(s).

       9.4 Quality Control . Rosemont shall exercise full control with respect to the nature and quality of the Licensed Product and shall be
entitled to approve any and all advertising and promotional materials used in connection with the Licensed Product, including such materials
bearing the Licensed Trademark(s) ( “Promotional Materials” ) as set forth in Section 4.3. Oncogenerix acknowledges that the Licensed
Trademarks and Rosemont’s other trademarks have established valuable goodwill and are well recognized in the minds of the relevant class of

                                                                      17
customers, and Oncogenerix agrees that the Promotional Material and any Activities relating to the Licensed Products shall be equal to the
standard of quality heretofore established and maintained by Rosemont and its Affiliates in the operation of its business.

            (a) At Rosemont’s request, Oncogenerix shall: (i) provide specimens of Licensed Product, Promotional Materials and other
materials reasonably sufficient to enable Rosemont to further monitor the quality of Licensed Product and/or Promotional Materials offered by
Oncogenerix in connection with the Licensed Trademark(s); and (ii) permit Rosemont (and/or its authorized representatives) to inspect, during
regular business hours and on reasonable prior written request, the portions of the premises and facilities (except with respect to current Third
Party subcontractors, in such case Oncogenerix shall only be required to use Reasonable Diligence to cause such Third Party to allow such
inspection) where the Licensed Products will be stored under the Licensed Trademark(s).

           (b) Oncogenerix agrees to use Reasonable Diligence to comply with applicable laws and regulations relating to the use of the
Licensed Trademark(s), including, but not limited to, those laws and regulations which require Oncogenerix to indicate that it is a licensee of
the Licensed Trademark(s), that Rosemont owns the Licensed Trademark(s) and/or that Rosemont is the source of the products and/or services
sold thereunder.

            (c) Oncogenerix shall use Reasonable Diligence to comply with all applicable international, federal, state and local laws,
regulations, standards, statutes and guidelines, and obtain all foreign and domestic government approvals, pertaining to the Activities relating to
the Licensed Products in the Territory.

          (d) Oncogenerix shall not, by any act or omission, tarnish, disparage, degrade, dilute or injure the reputation of the Licensed
Trademark(s) owned by Rosemont or its Affiliates and/or the goodwill associated therewith.

      9.5 Trademark Marking . Oncogenerix shall ensure that each reference to and use of any Licensed Trademarks by Oncogenerix is in a
manner approved by Rosemont in accordance with the terms of this Agreement. If requested by Rosemont, Oncogenerix shall use the initials
“TM” (or ™) in association with the Licensed Trademark(s), until such time as Oncogenerix is informed that a form of the Licensed
Trademark(s) has been registered for any one or more of the Licensed Products. Oncogenerix shall use the notation ® in association with each
such registered form of the Licensed Trademark(s) in respect of the Promotional Materials and/or the Licensed Products.

      9.6 Trademark Legend . To the extent practicable based on the nature and size of the Promotional Material in question, Oncogenerix shall
place on all Promotional Materials which show the Licensed Trademark(s), including product packaging, the legend “The trademarks [list
relevant trademarks] are owned by Rosemont Pharmaceuticals Ltd and are licensed by Oncogenerix, Inc.”

                                                                        18
                                                  X. PATENT PROSECUTION – NOT USED

     10.1 Improvements

      (a) Oncogenerix accepts and confirms that all work done by it in connection with the Licensed Products and/or the development of the
Licensed Products during the continuance of this Agreement shall accrue for the benefit of Rosemont. If at any time Oncogenerix makes or
discovers any Improvement in the Licensed Products (or any of them) then Oncogenerix shall, to the extent that it is not prohibited by law,
assign such Improvement to Rosemont pursuant to Section 8.1.

      (b) Oncogenerix shall communicate in writing to Rosemont full details and particulars of an Improvement made by it in relation to the
Licensed Products during the continuance of this Agreement together with all necessary materials, samples, documents, data, information, and
at the request of Rosemont it shall assist Rosemont (and/or its Affiliates) in applying for and obtaining a patent or other monopoly protection as
appropriate for such Improvement, and it shall, at the request and cost of Rosemont, do and execute all such acts, deeds, matters and things as
may be necessary to apply for and obtain such protection in any part of the world.

      (c) Information provided by Oncogenerix to Rosemont under Section 10.1 shall constitute Confidential Information and be subject to the
provisions of Section XIII.


                                            XI. ENFORCEMENT AND DEFENSE OF PATENTS

     11.1 Enforcement of Patent Rights/Trademarks .

            (a) Notice . If either party becomes aware of any Claim then that party shall give prompt written notice to the other party within five
(5) business days after gaining knowledge of such infringement or violation.

           (b) Rosemont’s Primary Right to Bring Action .
                   (i)    Rosemont shall have the primary right in its absolute discretion, but not the obligation, to institute, prosecute and/or
                          control any action or proceeding, with respect to such Claims, by legal counsel of its own choice. If Rosemont
                          institutes such an action, on Rosemont’s reasonable request, Oncogenerix shall have the right (but not the obligation),
                          to agree to be joined as a party to the litigation if it is necessary or strategically advantageous (as determined by the
                          parties in consultation with their respective patent litigation counsel) for Oncogenerix to be included as a party.
                          Oncogenerix shall bear its own costs if it is joined as a party to the litigation.
                   (ii)   Oncogenerix shall not make any admissions relating to any Claim other than to Rosemont and shall provide Rosemont
                          with all assistance that it may reasonably require in the conduct of any Claim.

            (c) Allocation of Recovery . Any damages or monetary awards (including any settlement payments) recovered by Rosemont shall
be retained by Rosemont for its own account.

           (d) [not used]

                                                                         19
          (e) Right to Counsel . In any event, Oncogenerix shall have the right to be represented by counsel of its own choice in respect of
any Claim under Section 11.1(b).

      11.2 [not used]

      11.3 [not used]

      11.4 [not used]

      11.5 The provisions of section 67(i) of the Patents Act 1977 (or equivalent legislation in any jurisdiction) are expressly excluded.


                                                       XII. TERM AND TERMINATION

      12.1 Initial Term . (a) Unless earlier terminated pursuant to the terms of this Article XII, this Agreement shall be effective on the
Effective Date and shall continue until the later of: (i) [****] from the Effective Date; or (ii) the expiry of the last-to-expire Licensed Patent, if
any, Covering the Licensed Product in the Territory. The period of time from the Effective Date until the date of expiration or termination
under this Section 12.1(a) shall be referred to as the “ Initial Term ”.

            (b) Renewal Term . The Initial Term shall automatically extend for successive periods of [****] (“ Renewal Term ”), unless either
Party notifies the other Party in writing at least twelve (12) months prior to the expiry of the Initial Term or the relevant and applicable
Renewal Term that the Party does not wish the first or successive Renewal Term to apply.

      12.2 Termination for Interruption of Regulatory Approvals . Either party shall have the right to terminate this Agreement on reasonable
written notice to the other party if the Regulatory Approval in the Territory is withdrawn.

      12.3 Termination for Breach . Each non-breaching party (the “Non-Breaching Party” ) shall be entitled to terminate this Agreement by
written notice to the other party (the “Breaching Party” ) in the event that the Breaching Party is in (i) material breach, (ii) persistent or
repeated breach, and/or (iii) breach of a material term (including Section 9.4(d)), of this Agreement, the Technical Agreement and/or under the
Supply Agreement and fails to remedy such breach within thirty (30) days (or, in the case of payment defaults, within seven (7) days) after
provision of written notice thereof by the Non-Breaching Party. The effective date of termination under this Section 12.4 for an unremedied
material breach shall be the date thirty (30) days (or, in the case of an unremedied payment default, seven (7) days) after provision of written
notice thereof by the Non-Breaching Party.

       12.4 Termination for Insolvency . Either party may terminate this Agreement upon written notice to the other party (with such
termination effective upon receipt of such written notice) for an Insolvency Event. For the avoidance of doubt, an Insolvency Event shall
include anything analogous to an Insolvency Event in any relevant jurisdiction, including in the Territory. Such analogous Insolvency Events
shall include if:

          (a) Oncogenerix commences a voluntary case under the United States Bankruptcy Code, as now or hereinafter in effect (the
“Bankruptcy Code” ), or fails to controvert in a timely manner, or acquiesces to, any petition filed against it in an involuntary case under the
Bankruptcy Code; or

                                                                          20
            (b) a proceeding or case is commenced against Oncogenerix in relation to an Insolvency Event or similar relief under the
Bankruptcy Code in the Territory. For avoidance of doubt, all rights and licenses granted under or pursuant to any section of this Agreement
are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of “intellectual property” as
defined thereunder. The parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code.

       12.5 Termination for Withdrawal of Licensed Product from the Market . Either party may terminate this Agreement in its entirety upon
thirty (30) days’ prior written notice if the Licensed Product is withdrawn from the market or recalled in any country or countries in the
Territory for safety reasons, and has been off the market for at least six (6) months;

       12.6 Termination by Rosemont . Rosemont may terminate this Agreement in its entirety upon [****] prior written notice if Oncogenerix
fails to generate Net Revenues of a least [****] within the first [****] months commencing on the date of first Commercial Sale of the
Licensed Product in the Territory (“initial sales period”) or thereafter if Oncogenerix fails to generate Net Revenues of at least [****] within
each subsequent twelve (12) month period after the initial sales period; provided, however, that Rosemont shall not be entitled to terminate this
Agreement pursuant to this Section 12.7 if Oncogenerix’s failure to generate such Net Revenues has been caused by Rosemont’s failure to
supply Product (as defined in the Supply Agreement) to Oncogenerix in accordance with the terms of the Supply Agreement.

     12.7 Mutual Termination . This Agreement may be terminated at any time by a written agreement signed by both Parties.

     12.8 Termination for Force Majeure Event . Notwithstanding anything to the contrary contained in this Agreement, in the event that a
Force Majeure Event shall have occurred and be continuing for one hundred and eighty (180) consecutive days, either party shall be entitled to
terminate this Agreement upon thirty (30) days written notice to the other party.

     12.9 Consequences of Termination .

           (a) Upon termination of this Agreement, any and all affected rights and licenses granted by Rosemont to Oncogenerix shall
terminate on the effective date of termination, except as otherwise set forth herein. For avoidance of doubt, any licenses granted by
Oncogenerix to Rosemont shall continue and shall survive termination of this Agreement.

             (b) Upon expiration or termination of this Agreement due to reasons other than by Rosemont’s termination pursuant to Sections
12.4 to 12.7, Oncogenerix may continue using the licenses granted hereunder to undertake the Activities in respect of all Licensed Product
which are fully manufactured and in Oncogenerix’s (including its Affiliates’) inventory and for which there is a binding order on Oncogenerix
(or its Affiliates) at the date of such expiry or termination for a period of time not to exceed six (6) months from such expiry or termination date
(the “Tail

                                                                        21
Period” ) (provided that such sales shall be subject to the Royalties and milestone payment obligations under Article VI of this Agreement, as
well as all payment obligations under the Supply Agreement). Oncogenerix (and its Affiliates) shall destroy any inventory of Licensed Product
which has not been sold during the Tail Period and provide to Rosemont a sworn declaration evidencing such destruction.

           (c) Upon termination of this Agreement, each party shall return or destroy all copies of the other party’s Confidential Information
(together with any and all summaries and extracts thereof), and certify to the other party that all copies of the other party’s Confidential
Information have been returned or destroyed.

           (d) During the Tail Period the grants under Section 2.1 and Section 3.1(e) and under this Agreement shall become non-exclusive.

            (e) Upon expiry or termination of this Agreement for any reason, Oncogenerix shall assign to Rosemont, at no cost to Rosemont, all
rights and title to all know-how, Oncogenerix Data and information related to the Activities relating to the Licensed Product.

      12.10 Non-Exclusive Remedy for Breach . In the event of breach, the Non-Breaching Party may terminate this Agreement, as specified in
Section 12.4, but may also seek damages or other remedies to which the Non-Breaching Party may be entitled. The provisions of Section 12.4
are not intended to be exclusive and are without prejudice to the rights of the parties to enforce any other rights, and seek any other remedies,
which they may have under this Agreement or otherwise..

     12.11 Survival . Unless expressly provided to the contrary, the provisions of Sections 3.1(e) (Ownership of Data and Regulatory
Approvals), 7.2 (Accounting), 7.3 (Audit), 7.4 (Methods of Payment), 7.5 (Taxes), 10.1 (Improvements), 11.1 (Enforcement of Patent
Rights/Trademarks), 12.10 (Consequences of Termination), 12.11 (Non-exclusive Remedy for Breach), 16.8 (Notices) and 16.9 (Choice of
Law), and Articles VI (Payment), VIII (Ownership of Technology and Intellectual Property), XIII (Confidentiality, Disclosure and
Publications), XIV (Dispute Resolution) and XV (Indemnification) shall survive the termination of this Agreement and shall expire on their
own terms, or if no expiration is expressly indicated therein, shall continue indefinitely.

     12.12 Except for the purpose of disposing of Licensed Products during the Tail Period provided by this Section 12, Oncogenerix shall not
during any notice period and after termination of this Agreement from whatever cause:

           (a) promote, market or advertise the Licensed Products; and/or

             (b) enter into any further negotiation or commitment for the sale or other disposition of the Licensed Products and shall cease to
hold itself out as being an authorised distributor of Rosemont in respect of the Licensed Products, except for the purpose of fulfilling orders
accepted by it prior to the date of termination.

                                                                        22
     12.13 During any notice period, Rosemont may, to the extent that Oncogenerix (and/or its Affiliates) is unable or unwilling to supply the
Licensed Products to customers in the Territory in accordance with Section 12.10(b) above, supply Licensed Products directly to customers in
the Territory in order to fulfill any customer orders existing prior to the termination date.

      12.14 Oncogenerix (and its Affiliates) shall, at no additional cost to Rosemont, promptly provide such assistance and comply with such
timetable as Rosemont may reasonably require for the purpose of ensuring an orderly transfer of responsibility to Rosemont or a third party, as
Rosemont may determine in its sole discretion, upon the expiry or other termination of this Agreement for any reason whatsoever. Rosemont
shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other
termination of this Agreement.

      12.15 Oncogenerix undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of Rosemont
(and/or its Affiliates) to ensure an orderly transfer of responsibility.

      12.16 Oncogenerix (and/or its Affiliates) shall not be entitled to any claims, compensation or damages arising out of the valid termination
of this Agreement in accordance with this Agreement nor to any payment for goodwill which may have been established or to any similar
payment notwithstanding any provision or rule of law to the contrary.


                                    XIII. CONFIDENTIALITY, DISCLOSURE AND PUBLICATIONS

      13.1 Treatment of Confidential Information . Except as provided below, the parties agree that during the Term, and for a period of three
(3) years thereafter, each party (the “Receiving Party” ) shall (i) maintain in confidence Confidential Information of the other party (the
“Disclosing Party” ) to the same extent and with the same degree of care as the Receiving Party maintains its own proprietary information of
similar kind and value (but at a minimum each party shall use Reasonable Diligence), (ii) not disclose such Confidential Information to any
Third Party without prior written consent of the Disclosing Party, except for disclosures made in confidence to any Third Party, and (iii) not use
such Confidential Information for any purpose except those permitted by this Agreement. Each party shall neither disclose to the other party
nor induce the other party to use any secret or Confidential Information belonging to a Third Party.

      13.2 Exceptions . Notwithstanding the foregoing, the Receiving Party shall have no such confidentiality obligations with respect to any
portion of the Confidential Information of the Disclosing Party that the Receiving Party can prove:

            (a) at the time of disclosure by the Disclosing Party to the Receiving Party, was generally available to the public, or after such
disclosure, becomes generally available to the public through no fault attributable to the Receiving Party or its Affiliates; or

            (b) was known to the Receiving Party or its Affiliate, without obligation to keep it confidential, prior to when it was received from
the Disclosing Party; or

                                                                         23
            (c) is subsequently disclosed to the Receiving Party or its Affiliate, without obligation to keep it confidential, by a Third Party
lawfully in possession thereof and having the right to so disclose; or

             (d) is demonstrated by the Receiving Party by competent written proof, has been independently developed by the Receiving Party or
its Affiliate who do not have access to or knowledge of such Confidential Information; or

            (e) is disclosed pursuant to a court order, law, or regulation, provided that the Receiving Party provides the other party prior written
notice of the required disclosure and takes reasonable steps to limit such disclosure to the minimum required by such court order, law, or
regulation and to obtain, or cooperate with the other party in obtaining, a protective order or other similar order requiring that such Confidential
Information be used only for the purposes required by such court order, law, or regulation;

provided always that the Receiving Party is seeking to rely upon any of the exceptions set out above then the Confidential Information shall not
be deemed to be within one of the exceptions set out above merely because it is embraced by more general information within such exceptions.
In addition, any combinations of features disclosed by the Disclosing Party will be deemed to be within the public domain only if both the
combination itself and its use fall within the exception set out above.

     13.3 Authorized Disclosures . Nothing in this Agreement shall prohibit the Receiving Party from disclosing Confidential Information of
the Disclosing Party, as well as the terms and conditions of this Agreement, to:

            (a) the Receiving Party’s Affiliates, officers, employees, agents, consultants, sublicensees, advisors (other than professional
advisors), clinical institution and investigators, and contract manufacturers and suppliers, if any, but only on a need-to-know basis for purposes
provided for in this Agreement, provided such disclosure occurs pursuant to a confidentiality agreement containing provisions at least as
protective as those of this Article XIII;

           (b) the Receiving Party’s board of directors and professional advisors (such as attorneys and accountants) bound by a duty of
confidentiality; or

           (c) potential collaborators, acquirers or merger candidates, provided such disclosure occurs pursuant to a confidentiality agreement
containing provisions at least as protective as those of this Article XIII.

      13.4 Publicity . All publicity, press releases, and other public announcements relating to this Agreement or the performance hereunder
shall be reviewed in advance by, and subject to the approval of, both parties (which approval shall not be unreasonably withheld, conditioned,
or delayed); provided, however, that any disclosure which a party is required by law or any listing or securities trading agreement concerning
its publicly traded securities (if applicable), based upon advice of such party’s legal advisors, may be made without the prior consent of the
other party, although the other party shall be given prompt notice (but in no event later than the time the actual disclosure is made) of any such
legally required disclosure and to the extent practicable, the disclosing party shall provide the other party an opportunity to comment on the
proposed disclosure.

                                                                         24
     13.5 [not used]


                                                        XIV. DISPUTE RESOLUTION

     14.1 Jurisdiction . Subject to Section 14.2 below, any claim, dispute or controversy arising out of or in connection with or relating to this
Agreement or the breach or alleged breach thereof shall be submitted by the parties to the exclusive jurisdiction of the courts of England and
Wales.

       14.2 No Limitation on Injunctive Relief . Nothing in this Agreement shall be deemed as preventing Rosemont from seeking injunctive
relief (or any other provisional remedy) from any court having jurisdiction in the Territory and the subject matter of the dispute as necessary to
protect its name, proprietary information, trade secrets, know-how or any other proprietary right.

     14.3 Any dispute between the parties in connection with this Agreement shall be referred in the first instance to the dispute resolution
procedure in this Section 14.

      14.4 Initial meeting . In the first instance the relevant contract manager for each of the parties shall arrange to meet solely in order to
resolve the matter in dispute. Such meeting shall be minuted and shall be chaired by the party calling for the meeting (but the chairman shall
not have a casting vote).

      14.5 Managerial escalation . (a) If the meeting referred to in Section 14.4 above does not resolve the matter in question within ten
(10) Business Days of the date of that meeting being called, then the parties will escalate the matter to the Managing Directors of each of the
parties.

     (b) The Managing Directors referred to above shall arrange to meet solely in order to resolve the matter in dispute. Such meeting shall be
minuted and shall be chaired by the party calling for the meeting (but the chairman shall not have a casting vote).

      (c) The meetings referred to in this Section 14.5 shall be conducted in such manner and at such venue (including a meeting conducted by
telephone or video conference) as to promote a consensual resolution of the dispute in question to the mutual satisfaction of the parties.

      (d) If the matter has not been resolved within thirty (30) days from the referral of the dispute under Section 14.4, either party may initiate
binding arbitration as set out in Section 14.6 below.

    14.6 The dispute shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration of the International
Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules. The seat, or legal place, of arbitration shall be
London and the language used to conduct the arbitral proceedings shall be English.

                                                                         25
                                                          XV. INDEMNIFICATION

     15.1 Indemnification by Oncogenerix .

             (a) Oncogenerix shall defend, indemnify, keep indemnified and hold harmless Rosemont (including its Affiliates), its trustees,
directors, officers, agents and employees from and against any and all Third Party suits, Claims, proceedings, acts, liabilities, demands,
damages, costs, expenses (including legal expenses and disbursements) (“ Losses ”), including those resulting from death, personal injury,
illness or property damage arising (i) out of the distribution, use, testing/handling, Promotion, marketing, sale or storage, and/or Activities by
Oncogenerix, an Affiliate of Oncogenerix, or any distributor, sublicensee or representative of Oncogenerix or anyone in privity therewith (other
than Rosemont), of any Licensed Product in the Territory, to the extent that such distribution, use, testing/handling, Promotion, marketing, sale
or storage, and/or Activities is not in accordance with any written instructions provided by Rosemont; (ii) out of any breach by Oncogenerix of
any representation, warranty or covenant of this Agreement; (iii) out of any violation of applicable law by an action, policy or procedure of
Oncogenerix or its Affiliates or any distributor, sublicensees or representative of Oncogenerix or anyone in privity therewith (other than
Rosemont); or (iv) out of any negligence or willful misconduct of Oncogenerix or its Affiliates; in each case except to the extent that Rosemont
is liable for such Losses pursuant to Section 15.2; provided that Oncogenerix’s liability under this Section 15.1 in any Year will, where
permitted by law, be limited to [****] in aggregate. Anything to the contrary notwithstanding, Losses shall not include any indirect loss of
profits or revenues, or any loss of good will.

           (b) Oncogenerix shall obtain and maintain in force for the Term and for a period of three (3) years thereafter adequate and suitable
insurance with a reputable insurance company to cover its liability under this Agreement and shall supply to Rosemont certificates to prove that
Oncogenerix has appropriate and valid insurance. Oncogenerix shall obtain and maintain product liability insurance cover of a minimum of
[****] per claim or series of linked claims.

          (c) For the avoidance of doubt, Oncogenerix shall continue to be liable under all provisions of this Agreement whether or not they
comply with the provisions of Section 15.1(b).

      15.2 Indemnification by Rosemont . Rosemont agrees to defend, indemnify and hold harmless Oncogenerix, its directors, officers, and
employees from and against any Third Party Claims related to or Losses resulting from death, personal injury, illness or property damage
arising as a result of: (i) the manufacture or the supply of the Licensed Products by Rosemont to Oncogenerix; (ii) any breach by Rosemont of
its obligations under this Agreement; (iii) any violation of applicable law by Rosemont; (iv) any negligence or willful misconduct of Rosemont;
(v) any failure by Rosemont to implement a withdrawal or recall of the Licensed Product in the Territory; provided that Rosemont’s liability
under this Agreement (including the Technical Agreement and the Supply Agreement) will be limited to [****] in aggregate. Rosemont shall
not be liable for any indirect and/or consequential loss or for any loss of profit, loss of business, loss of opportunity, loss of anticipated
contracts, loss of anticipated savings, loss of goodwill whether such loss is direct or indirect. Each type of loss in this Section 15.2 shall be
severable in accordance with Section 16.7.

                                                                       26
      15.3 Procedure . In the event of a claim by a Third Party against a party entitled to indemnification under this Agreement (
“Indemnifying Party” ), the Indemnified Party shall promptly notify the other party ( “Indemnified Party” ) in writing of the claim and the
Indemnifying Party shall undertake and solely manage and control, at its sole expense, the defense of the claim and its settlement. The
Indemnified Party shall cooperate with the Indemnifying Party, including, as requested by the Indemnifying Party and at the Indemnifying
Party’s cost, entering into a joint defense agreement. The Indemnified Party may, at its option and expense, be represented in such action or
proceeding by counsel of its choice. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified
Party without the Indemnifying Party’s written consent. The Indemnifying Party shall not settle any such claim unless such settlement fully and
unconditionally releases the Indemnified Party from all liability relating thereto, unless the Indemnified Party otherwise agrees in writing.

      15.4 Nothing in this Section 15 or this Agreement is intended to and/or shall limit or exclude either party’s liability for death or personal
injury resulting from its negligence, or any liability for fraud, fraudulent, misrepresentation or any other liability that could be restricted by law.


                                                             XVI. MISCELLANEOUS

      16.1 Mutual Representations and Warranties . Each party represents and warrants to the other party hereto that, except as may otherwise
be disclosed in writing to such party:

            (a) it has the full right and authority to enter into this Agreement and to perform its obligations hereunder;

            (b) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation;

            (c) this Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms;

            (d) its execution, delivery and performance of this Agreement will not conflict with the terms of any other agreement or instrument
to which it is or becomes a party or by which it is or becomes bound, nor violate any law or regulation of any court, governmental body or
administrative or other agency having authority over it;

            (e) neither it, nor any of its employees or agents performing hereunder, are listed on the debarment list maintained by the FDA
pursuant to 21 U.S.C. § 335(a) and § 335(b).

            (f) such party has obtained all consents, approvals and authorizations of all relevant government authorities and other persons
required to be obtained by it as of the Effective Date in connection with the execution, delivery and performance of this Agreement; and

                                                                          27
          (g) no agent, broker, investment banker, financial advisor or other person, is or will be entitled to any brokers’ or finder’s fee or any
other commission or similar fee in connection with any of the transactions contemplated by this Agreement from such party.

      16.2 Oncogenerix Covenants, Representations and Warranties .

            Compliance with Law . Oncogenerix covenants that it (and its Affiliates) shall comply, and cause its employees, sublicensees and
agents to comply, with all federal, state, provincial, territorial, governmental, and local laws, rules, and regulations applicable to the Activities,
Promotion and commercialization of the Licensed Product, including without limitation, with respect to the Territory, the Prescription Drug
Marketing Act, the Federal Food, Drug and Cosmetics Act of 1938, as amended (the “Act” ), the Health Insurance Portability and
Accountability Act ( “HIPAA” ), the Federal Anti-Kickback Statute, and any applicable FDA regulations in connection therewith.

      16.3 Rosemont Covenants, Representations and Warranties

            (a) Exclusivity, NDA and Intellectual Property . Rosemont hereby warrants to Oncogenerix that, with respect to the Licensed
Product, as of the Effective Date: (i) it has not previously granted, and is not currently obligated to grant, to any Third Party the rights granted
to Oncogenerix hereunder in the Field in the Territory with respect to the Licensed Product, and (ii) to the best of Rosemont’s knowledge, as of
the Effective Date no person other than Rosemont or its Affiliates has any right, title or interest in any of the Licensed Know-How Controlled
by Rosemont or its Affiliates within the Field in the Territory.

            (b) Compliance with Law . Rosemont covenants that it shall use its best efforts to comply, and cause its employees and agents to
use their respective best efforts to comply, with all relevant and applicable federal, state, provincial, territorial, governmental, local laws, rules,
and regulations, permits, governmental licenses, registrations, approvals, concessions, franchises, authorizations, orders, injunctions and
decrees applicable to the development, manufacture, Promotion, use and sale of the Licensed Product, including without limitation, with
respect to the Territory, the Prescription Drug Marketing Act, the Act, HIPAA, the Federal Anti-Kickback Statute, and any applicable FDA
regulations in connection therewith (“ Laws ”) to the extent that such Laws (and any amendments made thereto) are notified to Rosemont by
Oncogenerix.

      16.4 Assignment .

           (a) By Oncogenerix . Oncogenerix may assign this Agreement and the licenses herein granted to: (i) any Affiliate; (ii) any Third
Party purchaser of all or substantially all of Oncogenerix’s business to which this Agreement relates; or (iii) any Third Party other than a Third
Party purchaser of Oncogenerix’s business, only with the prior written consent of Rosemont and subject to the provisions of Section 2.1(c).

                                                                          28
            (b) By Rosemont . Rosemont may assign, novate, dispose of, sub-licence, sub-contract or otherwise transfer this Agreement and its
rights and obligations hereunder to: (i) any Affiliate without Oncogenerix’s consent, provided that Rosemont remains fully liable for the
performance of its obligations hereunder by such Affiliate, (ii) any Third Party purchaser of all or substantially all of Rosemont’s business to
which this Agreement relates, without Oncogenerix’s consent; or (iii) any Third Party other than a Third Party purchaser of Rosemont’s
business, with the prior written notice to Oncogenerix.

           (c) If a party assigns this Agreement to a Third Party purchaser of it or its business, then such party shall use its reasonable
endeavours to ensure that such Third Party purchaser agrees to be responsible for the obligations set forth in this Agreement to the extent that
such obligations are incurred after the effective date of such assignment.

           (d) This Agreement shall be binding on and shall inure to the benefit of the permitted successors and assigns of the parties hereto.

       16.5 Entire Agreement; Modification . This Agreement (including its schedules, exhibits and appendices) together with the Supply
Agreement, Rosemont’s then current standard Terms and Conditions of Sale from time to time, and the Technical Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter herein and supersedes all previous agreements, whether written or
oral. Each party acknowledges and agrees that in entering into this Agreement it places no reliance on any representation or warranty in relation
to the subject matter of this Agreement other than as expressly set out in this Agreement, nor shall have any remedy in relation to the subject
matter of the same save as expressly set out in this Agreement. Nothing in this Section 16.5 or in this Agreement shall operate to exclude or
restrict any remedy or liability for fraud or fraudulent misrepresentation. Each of the parties agree that its only remedy in respect of those
representations, statements, assurances and warranties that are set out in this Agreement will be for breach of contract, and that this remedy is
subject to the terms of this Agreement. This Agreement shall not be changed or modified orally, but only by an instrument in writing signed by
both parties.

      16.6 Force Majeure . Subject to the provisions of Section 12.9, if either party is delayed, interrupted in or prevented from the performance
of any obligation hereunder by reason of a force majeure event, including an act of God, fire, flood, earthquake, war (declared or undeclared),
public disaster, act of terrorism, governmental enactment, rule or regulation, or any other cause beyond such party’s control ( “Force Majeure
Event” ), such party shall not be liable to the other therefor; and the time for performance of such obligation shall be extended for a period
equal to the duration of the Force Majeure Event which occasioned the delay, interruption or prevention. The party invoking such Force
Majeure Event rights of this Section 16.6 must (a) notify the other party by courier or overnight dispatch (e.g., Federal Express) within a period
of ten (10) business days of both the first and last day of the Force Majeure Event unless the Force Majeure Event renders such notification
impossible in which case notification will be made as soon as possible and (b) uses commercially reasonable efforts to cause the event of the
Force Majeure Event to terminate, be cured or otherwise ended, to the extent possible.

     16.7 Severability . If any provision of this Agreement is declared invalid by a court or other competent body, or by any court or other
governmental body from the decision of which an

                                                                        29
appeal is not taken within the time provided by law, then this Agreement will be deemed to have been terminated only as to the portion thereof
that relates to the provision invalidated by that decision and only in the relevant jurisdiction, but this Agreement, in all other respects and all
other jurisdictions, will remain in force; provided, however, that if the provision so invalidated is essential to the Agreement as a whole, then
the parties shall negotiate in good faith to amend the terms hereof as nearly as practical to carry out the original intent of the parties.

      16.8 Notices . Any notice or report required or permitted to be given under this Agreement shall be made in writing in the English
language and shall be mailed by certified or registered mail, or facsimile and confirmed by mailing, as follows and shall be effective five
(5) days after such mailing:

        If to Oncogenerix:           Oncogenerix, Inc.
                                     3069 Pignatelli Crescent
                                     Mt. Pleasant, SC 29466
                                     Attention: President
                                     Fax: +001 (843) 388-0282

        If to Rosemont:              Rosemont Pharmaceuticals Ltd.
                                     Rosemont House, Yorkdale Industrial Park
                                     Braithwaite Street
                                     Leeds LS11 9XE
                                     England
                                     Attention: Managing Director
                                     Fax: +44 (0)113 245 3567

     16.9 Choice of Law . The validity, performance, construction, and effect of this Agreement shall be governed by the laws of England and
Wales without regard to any conflicts of law principles.

       16.10 Publicity . No party to this Agreement shall use the name of the other parties in any publicity release without the prior written
permission of such other party, which shall not be unreasonably withheld. The other party shall have a reasonable opportunity to review and
comment on any such proposed publicity release. Except as required by law, no party hereto shall publicly disclose the terms of this Agreement
or its terms and conditions unless expressly authorized to do so by the other party, which authorization shall not be unreasonably withheld. In
the event that disclosure is authorized, the parties will work together to develop a mutually acceptable disclosure.

      16.11 Further Assurances . The parties agree to reasonably cooperate with each other in connection with any actions required to be taken
as part of their respective obligations under this Agreement, and shall (a) furnish to each other such further information; (b) execute and deliver
to each other such other documents; and (c) do such other acts and things (including working collaboratively to correct any clerical,
typographical, or other similar errors in this Agreement), all as the other party may reasonably request for the purpose of carrying out the intent
of this Agreement.

                                                                        30
      16.12 Expenses . Except as otherwise expressly provided in this Agreement, each party shall pay its own expenses and costs incidental to
the preparation of this Agreement and to the consummation of the transactions contemplated hereby.

     16.13 Independent Contractor . Neither party is, nor will be deemed to be an employee, agent or representative of the other party for any
purpose. Each party is an independent contractor, not an employee or partner of the other party. Nothing in this Agreement is intended nor shall
be construed as creating or establishing any agency, partnership or corporate relationship between the parties. Neither party shall have the
authority to speak for, represent or obligate the other party in any way without prior written authority from the other party.

      16.14 No Waiver . Any omission or delay by either party at any time to enforce any right or remedy reserved to it, or to require
performance of any of the terms, covenants or provisions hereof, by the other party, shall not constitute a waiver of such party’s rights to the
future enforcement of its rights under this Agreement. Any waiver by a party of a particular breach or default by the other party shall not
operate or be construed as a waiver of any subsequent breach or default by the other party.

     16.15 No Implied Licenses . Except as expressly provided herein, no right or license under any patent application, issued patent,
trademark, know-how or other proprietary information is granted, or shall be granted, by implication.

         16.16 No Strict Construction . This Agreement has been prepared jointly by the parties and shall not be strictly construed against either
party.

      16.17 Headings and Interpretation . The captions used herein are inserted for convenience of reference only and shall not be construed to
create obligations, benefits, or limitations. Any lists or examples following the word ‘including’ shall be interpreted without limitation to the
generality of the preceding words. Words denoting ‘persons’ shall include individuals, bodies, corporate, unincorporated associations and
partnerships.

      16.18 Counterparts . This Agreement may be executed in counterparts, all of which taken together shall be regarded as one and the same
instrument. Signatures provided by facsimile transmission shall be deemed to be original signatures.

      16.19 Third Party Rights . An entity which is not expressly a party to this Agreement shall have no right under the Contract (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement and the provisions of that Act shall be expressly excluded from this Agreement.
For the avoidance of doubt, any of Rosemont’s Affiliates may enforce its rights under this Agreement.

(Remainder of Page Intentionally Left Blank; Signature Page Follows.)

                                                                          31
      IN WITNESS WHEREOF, the parties have executed this Exclusive Distribution Agreement through their duly authorized representatives
to be effective as of the Effective Date.

ONCOGENERIX, INC.                                                      ROSEMONT PHARMACEUTICALS LTD.

By:       /s/ Christopher Clement                                      By:      /s/ John Blythe
Name:     Christopher Clement                                          Name:    John Blythe
Title:    President                                                    Title:   Director
Date:     29 th June, 2011                                             Date:    29 th June 2011

                                                                  32
     Exhibit A

Technical Agreement
Technical agreement on tasks and the division of responsibilities in the supply of materials from Rosemont Pharmaceuticals to Oncogenerix.

                            Version Number                                                           Page Number
                                 1.0                                                                 Page 1 of 7

                                   Technical agreement on tasks and the division of responsibilities in
                                      the supply of materials from Rosemont Pharmaceuticals to
                                                             Oncogenerix

                                                              June 28th, 2011
Technical agreement on tasks and the division of responsibilities in the supply of materials from Rosemont Pharmaceuticals to Oncogenerix.

                            Version Number                                                           Page Number
                                 1.0                                                                 Page 2 of 7

                                                             Table of Contents

1 INTRODUCTION                                                                                                                               3
2 OBJECT OF THE AGREEMENT                                                                                                                    3
3 FACILITIES, EQUIPMENT, AND PERSONNEL                                                                                                       4
4 STARTING AND PACKAGING MATERIALS                                                                                                           4
5 MANUFACTURE, METHODS AND RECORDS                                                                                                           4
6 QUALITY CONTROL AND TEST RECORDS                                                                                                           4
7 COMPLAINTS AND RECALL                                                                                                                      5
8 CONTRACTING OF THIRD PARTIES                                                                                                               5
9 CONCLUDING PROVISIONS                                                                                                                      5
Technical agreement on tasks and the division of responsibilities in the supply of materials from Rosemont Pharmaceuticals to Oncogenerix.

                            Version Number                                                              Page Number
                                  1.0                                                                   Page 3 of 7

                             Technical agreement on tasks and the division of responsibilities in the supply
                                    of materials from Rosemont Pharmaceuticals to Oncogenerix

The following Agreement has been concluded between:

Oncogenerix, Inc. – ( CG – Contract Giver)
and
Rosemont Pharmaceuticals Ltd – ( CA – Contract Acceptor)

For the supply of:
Soltamox® (tamoxifen liquid, 10 mg / 5 mL, 150 mL)
And other finished products as specified in commercial agreements

1    Introduction
     a)    In the pharmaceutical sector, material supply means the supply of material or drug product with responsibility divided; the CA , on
           its own responsibility, produces, packs and inspects the material in accordance with agreed procedures, and any deviation from the
           written arrangements must be notified to the CG .
     b)    This Agreement is primarily a technical agreement and does not purport to be exhaustive in relation to legal issues. Therefore,
           arrangements on prices and other commercial terms (in particular; presentation, delivery times, liability, guarantees and
           confidentiality) should be described in a separate agreement.
     c)    In the manufacture, packaging and / or testing of the material, the CA must follow, where appropriate, the European GMP
           (2003/94/EC), US GMP, (21 CFR Part 211), and/or all other applicable (inter)national rules and guidelines.
     d)    If the CA and the CG are to designate contact names and details for all technical pharmaceutical matters, the appropriate contact
           persons are named in Appendix 1.
2    Object of the Agreement
     a)    The provisions of this Agreement apply to all orders for material that are issued after this Agreement is signed and before its
           termination is effected. They also apply to existing orders issued by the CG to the CA that have not been substantially completed at
           the date of this Agreement.
     b)    Appendix 2 contains:
           i)     A list specifying how the responsibilities are defined between the CG and the CA , for each material.
           ii)    A sample of certificates of compliance and certificate of analysis to be provided with each delivery of material.
Technical agreement on tasks and the division of responsibilities in the supply of materials from Rosemont Pharmaceuticals to Oncogenerix.

                            Version Number                                                               Page Number
                                 1.0                                                                    Page 4 of 7

3    Facilities, Equipment, and Personnel
     a)    The facilities and equipment used by the CA to manufacture, test and perform the release activity will be maintained in accordance
           with current Good Manufacturing Practice (cGMP). They should be located, designed and constructed to facilitate cleaning,
           maintenance and operations, as appropriate for the type of manufacture involved.
     b)    Equipment used by the CA in the manufacture of the material should be of appropriate design, materials, construction, size and
           suitability to allow for its intended use, cleaning and maintenance.
     c)    All CA personnel responsible for the manufacturing, packaging, testing, or approval of drug products shall be appropriately trained
           and educated and conform to applicable GMP regulations.
4    Starting and Packaging Materials
     a)    The CA is responsible for the proper quality of the starting materials that it purchases. They will be inspected by the CA for quality
           and identity, and released for use, in accordance with written procedures.
5    Manufacture, Methods and Records
     a)    The CA is to manufacture in accordance with Good Manufacturing Practice according to current guidance.
     b)    Appropriate systems must be in place for the documentation and management of process deviations or planned changes.
     c)    For every material manufactured and / or analysed, the CA is to retain the documentation of starting materials and manufactured
           material.
6    Quality Control and Test Records
     a)    Quality assurance and control on the part of the CA will be the responsibility of the CA ’s Quality Department.
     b)    The CA will provide tot eh CG ; a Certificate of Compliance and a Certificate of Analysis for each batch of material produced or
           packed, each will signed approval by the Person Responsible for Quality.
     c)    The CG will receive the agreed documentation for each batch of material, as laid down in Appendix 2, at the same time as the
           relevant material’s delivery.
     d)    The CA will provide to the CG quality control samples and QC data/documents as requested.
Technical agreement on tasks and the division of responsibilities in the supply of materials from Rosemont Pharmaceuticals to Oncogenerix.

                            Version Number                                                              Page Number
                                 1.0                                                                   Page 5 of 7

7    Complaints and Recall
     a)    The CG will notify the CA in writing of any complaints received concerning the material supplied, within seven calendar days of
           the receipt of the complaint, and will require a written response from the CA to the complaint within 30 calendar days of the receipt
           of the complaint.
8    Contracting of Third Parties
     a)    If the CA does not do the work covered by this Agreement itself, but agrees to sub-contract it to third parties, any such agreement
           made between the CA and a third party must contain, as minimum, the same contractual obligations as those defined in this
           Agreement. All such agreements must receive prior approval from the CG .
9    Concluding Provisions
     a)    This Agreement comes into force when signed by both contracting parties. It is valid for a three year period, after which the CG has
           the responsibility to initiate a review.
     b)    This agreement can be terminated by either party, in accordance with the commercial terms.
     c)    Amendments and addenda to this Agreement and its appendices may be made only by mutual agreement, and must be defined in
           writing. Mutually agreed procedures come into force automatically without signing a new agreement.

Signed on behalf of:

Contract Giver

                        /s/ M. L. Radomsky
                        Name Michael L. Radomsky
                        Title VP, Development and Manufacturing
                        Date 29 July 2011

Contract Acceptor

                        /s/ John Robertson
                        Name John K. Robertson
                        Title QA Manager
                        Date 22 nd July 2011
Technical agreement on tasks and the division of responsibilities in the supply of materials from Rosemont Pharmaceuticals to Oncogenerix.

                             Version Number                                                          Page Number
                                  1.0                                                                Page 6 of 7

Appendix 1:

       Responsible People

       Person responsible for Quality:

       Contract Giver:

              Name:      Michael Radomsky

              Title:     VP, Development and Manufacturing

       Contact Acceptor:

              Name:      John Robertson

              Title:     Quality Assurance Manager
Technical agreement on tasks and the division of responsibilities in the supply of materials from Rosemont Pharmaceuticals to Oncogenerix.

                            Version Number                                                             Page Number
                                 1.0                                                                  Page 7 of 7

Appendix 2

                                                 Division of Pharmaceutical Responsibilities

Drug Product

CG: Oncogenerix, Inc.

CA: Rosemont Pharmaceuticals Ltd

                                                                                  Contract Giver       Contract Acceptor

Active Ingredient
Specification                                                                                                       
Purchase                                                                                                            
Testing                                                                                                             
Storage                                                                                                             
Other Starting Materials
Specification                                                                                                       
Purchase                                                                                                            
Testing                                                                                                             
Storage                                                                                                             
Primary Packing Materials
Specification                                                                                                       
Purchase                                                                                                            
Testing                                                                                                             
Storage                                                                                                             

                                                         Documentation Required
                                                                              Every Consignment              On Request

Primary Packaging Materials
Certificate of testing                                                                                              
API
Certificate of Analysis                                                                                             
Finished Product
Certificate of Analysis                                                                                             
QP Certificate of Compliance                                                                                        
                                                                  Exhibit B

                                                             Supply Agreement

The terms and conditions of this Exhibit B and Rosemont’s standard Terms and Conditions of Sale (from time to time) shall apply to the supply
and purchase of the Licensed Products.

Supply of the Products:
1.   Rosemont shall sell and Oncogenerix shall purchase the Licensed Products and such quantities of the Licensed Products as are ordered
     by Oncogenerix, subject to Rosemont’s standard Terms and Conditions of Sale from time to time, a current copy as at the Effective Date
     is attached to this Exhibit B; anything to the contrary notwithstanding, any Terms and Conditions of Sale shall not be contrary to, or in
     contravention of, the terms set forth in the Agreement.
2.   Unless otherwise agreed in writing, orders for the Licensed Products shall be given by Oncogenerix submitting a purchase order to
     Rosemont. No order placed by Oncogenerix shall be deemed to have been accepted by Rosemont, and orders for the Licensed Products
     shall become binding upon Rosemont issuing an order acknowledgement to Oncogenerix; to the extent that Rosemont fails to submit an
     order acknowledgement to Oncogenerix within ten (10) Business Days of receipt of a purchase order then the order shall be considered
     accepted and binding upon Rosemont.
3.   For the avoidance of doubt, this Agreement shall expressly exclude any standard terms and conditions of purchase or other terms and
     conditions that Oncogenerix may purport to apply under this Agreement or under any purchase order.
4.   The following terms of Rosemont’s standard Terms and Conditions of Sale shall not apply under this Agreement; clause 1.2 (the Price),
     clause 12 (United Kingdom Regulations) and clause 13 (Patents and Trade Marks). The United Nations Convention on Contracts for the
     International Sale of Goods is expressly excluded under this Supply Agreement.

Forecasting and Ordering:
5.   Oncogenerix shall supply a rolling twelve (12) month forecast of its estimated requirements for the Licensed Products to be updated on a
     quarterly basis detailing final confirmation of Oncogenerix’s requirements for the Licensed Products for the following three (3) months.

Delivery:
6.   Delivery of the Licensed Products shall be CIF (cost insurance freight) to a mutually agreed upon port within the USA, in accordance
     with the International Chamber of Commerce INCOTERMS 2010 at Rosemont’s site at the address first written in this Agreement. Time
     for delivery shall not be of the essence for the purposes of this Agreement.
7.   Rosemont will endeavour to comply with the reasonable requests of Oncogenerix for postponement of delivery of the Licensed Products
     but shall be under no obligation to do so. Where delivery is postponed at the request of Oncogenerix, and which is otherwise than due to
     default by Rosemont, Oncogenerix, shall without prejudice to all other rights and remedies available to Rosemont, pay all costs and
     expenses, including a reasonable charge for storage and transportation incurred by Rosemont as a result of such postponement.
8.   Rosemont may deliver the Licensed Products in separate instalments. Each separate instalment shall be invoiced and paid for in
     accordance with the provisions of this Agreement. Any failure by Rosemont to delivery or claim by Oncogenerix in respect of any one or
     more of the instalments in accordance with this Agreement shall not entitled Oncogenerix to treat this Supply Agreement and/or this
     Agreement as a whole as repudiated.

Price and Payment:
1.   The Price for the Licensed Products shall be [****]. Time for payment shall be of the essence for the purposes of this Agreement.
2.   [****]
3.   If Oncogenerix fails to make a payment to Rosemont of any sums owed in the timescale specified in this Agreement, Rosemont shall be
     entitled, without prejudice to any other right or remedy, to do all or any of the following:
     a.   suspend without notice any or all further deliveries of the Licensed Product under this Agreement and any other contract(s)
          between Rosemont and Oncogenerix; and/or
     b.   serve notice on Oncogenerix requiring immediate payment of all Licensed Products supplied by Rosemont by Rosemont under this
          and all other contracts with Oncogenerix whether or not payment is otherwise due.
4.   Except as expressly permitted under the terms of this Agreement, Oncogenerix shall not have the right to withhold or deduct any
     amounts payable under this Agreement (whether by way of set-off or otherwise) owing to Rosemont from sums due to Rosemont under
     this Agreement.

                                                                     36
                                                                   Exhibit C

                                                  Commercialisation of Licensed Products
1.    Literature
    1.1 Oncogenerix shall prepare and make in appropriate languages at its own expenses all necessary sales, technical, advertising and
Promotional Material relating to the Licensed Product for use in the Territory.

     1.2 Oncogenerix shall be solely responsible for the translation and the accuracy or otherwise such Promotional Material created by it
whether or not the same is based on literature supplied by Rosemont or has been approved by Rosemont.

     1.3 To the extent practicable, all Promotional Materials shall state that the Licensed Products were developed or manufactured (as
appropriate) by Rosemont and are Rosemont’s Licensed Products.

2.    Stock of Licensed Products
     Oncogenerix shall comply with all laws from time to time in force in the Territory relating to the Activities regarding the Licensed
Products.

3.    Reporting
      3.1   Oncogenerix shall:
            3.1.1     prepare and submit all reports to Rosemont as required by this Agreement in the form reasonably stipulated by
                      Rosemont;
            3.1.2     notify Rosemont without delay of all prosecutions, indictments and other like proceedings threatened or commenced
                      against Oncogenerix, its Affiliates or sublicensees by reason of any failure of the Licensed Products to meet the
                      conditions and standard required by the laws relating to the Licensed Products in the Territory;
            3.1.4     promptly submit to Rosemont particulars of all customer complaints received by it directly pertaining to the Licensed
                      Products and use Reseasonable Diligence to ascertain the nature and justification of such complaints and, where possible
                      and practicable, assist customers to overcome all problems encountered by them in relation to the Licensed Products; and
            3.1.5     keep detailed records of all technical faults and problems encountered by it in relation to the Licensed Products and its
                      use and operation and provide Rosemont as events occur with a report of such record and a comprehensive fault analysis
                      extracted by such records.
4.   General Obligations
     4.1   Oncogenerix shall:
           4.1.1    be responsible for procuring such import licences, certificates of origin or other requisite documents in relation to the
                    Licensed Products as shall from time to time be required and bear the cost of obtaining the same and, if required by
                    Rosemont, make available such import licences to Rosemont prior to the relevant shipment; and
           4.1.2    not represent itself impliedly or expressly to be the agent of, or to have any authority to bind, Rosemont nor pledge its
                    credit.

                                                                      38
                                                                  Exhibit D

                                                            Additional Products

  The Additional Products set out in this Exhibit D shall not be binding on Rosemont and serve as an illustration of the potential Additional
                                                        Products under Section 3.1(d).

Allopurinol
Metoclopramide
Procyclidine
Simvastatin

                                                                      39
                                                                                                                               Exhibit 23.1

                                       Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Pre-Effective Amendment No. 1 to the Registration Statement (Form
S-1 No. 333-179637) and related Prospectus of DARA BioSciences, Inc. for the registration of shares of its preferred and common stock and
warrants and to the incorporation by reference therein of our report dated February 17, 2012 with respect to the consolidated financial
statements of DARA BioSciences, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2011,
filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Raleigh, North Carolina

March 13, 2012