Escrow Agreement - CHEMOKINE THERAPEUTICS CORP - 12-17-2004 by CHKT-Agreements

VIEWS: 18 PAGES: 31

									                                               EXHIBIT 10.6

                                        ESCROW AGREEMENT

THIS AGREEMENT made as of the 16th day of December, 2004

BETWEEN:

CHEMOKINE THERAPEUTICS CORP., a company incorporated under the laws of the State of Delaware
and having an address 2386 East Mall, Suite 208, University of British Columbia, Vancouver, British Columbia
V6T
1Z3

                                               (the "ISSUER")

AND:

PACIFIC CORPORATE TRUST COMPANY, a trust company duly incorporated under the laws of British
Columbia having an office at 625 Howe Street, 10th Floor, Vancouver, British Columbia, V6C 3B8

                                         (the "ESCROW AGENT")

AND:

             EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER

                                     (a "SECURITYHOLDER" or "you")

(collectively, the "PARTIES")

THIS AGREEMENT is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public
Offerings (the POLICY) in connection with the proposed distribution (the IPO), by the Issuer, an established
issuer, of common shares by prospectus, of a minimum of 14,000,000 common share to a maximum of
16,000,000 common shares at a price of CDN$1.00 per common share.

FOR GOOD AND VALUABLE CONSIDERATION, the Parties agree as follows:

                                            PART 1 ESCROW

1.1 APPOINTMENT OF ESCROW AGENT

The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The
Escrow Agent accepts the appointment.

1.2 DEPOSIT OF ESCROW SECURITIES IN ESCROW

(1) You are depositing the securities (ESCROW SECURITIES) listed opposite your name in Schedule "A" with
the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be
delivered to the Escrow Agent any share
                                                         -2-

certificates or other evidence of these securities which you have or which you may later receive.

(2) If you receive any other securities (ADDITIONAL ESCROW SECURITIES):

(a) as a dividend or other distribution on escrow securities;

(b) on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including
securities received on conversion of special warrants;

(c) on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or

(d) from a successor issuer in a business combination, if Part 6 of this Agreement applies,

you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow
Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers
to escrow securities, it includes additional escrow securities.

(3) You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of
additional escrow securities issued to you.

1.3 DIRECTION TO ESCROW AGENT

The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are
released from escrow under this Agreement.

                              PART 2 RELEASE OF ESCROW SECURITIES

2.1 RELEASE SCHEDULE FOR AN ESTABLISHED ISSUER

If the Issuer is an ESTABLISHED ISSUER (as defined in section 3.3 of the Policy) and you have not sold any
escrow securities in a permitted secondary offering, your escrow securities will be released as follows:

   On ________, 2___, the date the Issuer's                       1/4 of your escrow securities
    securities are listed on a Canadian exchange
   (THE LISTING DATE)

   6 months after the listing date                                1/3 of your remaining escrow securities

   12 months after the listing date                               1/2 of your remaining escrow securities

   18 months after the listing date                               your remaining escrow securities




*In the simplest case, where there are no changes to the escrow securities initially deposited and no additional
escrow securities, then the release schedule outlined above results in the escrow securities being released in equal
tranches of 25%.
                                                         -3-

If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to
increase the number of remaining escrow securities. After that, all of the escrow securities will be released in
accordance with the applicable release schedule in the tables above.

2.2 RELEASE SCHEDULE FOR AN EMERGING ISSUER

If the Issuer is an emerging issuer (as defined in section 3.3 of the Policy) and you have not sold any escrow
securities in a permitted secondary offering, your escrow securities will be released as follows:

On ________, 2___, the date the Issuer's securities are                             1/10 of your escrow securities
listed on a Canadian exchange
(THE LISTING DATE)

6 months after the listing date                                                     1/6 of your remaining escrow securit

12 months after the listing date                                                    1/5 of your remaining escrow securit

18 months after the listing date                                                    1/4 of your remaining escrow securit

24 months after the listing date                                                    1/3 of your remaining escrow securit

30 months after the listing date                                                    1/2 of your remaining escrow securit

36 months after the listing date                                                    your remaining escrow securities




*In the simplest case, where there are no changes to the escrow securities initially deposited and no additional
escrow securities, the release schedule outlined above results in the escrow securities being released in equal
tranches of 15% after completion of the release on the listing date

If you acquire additional escrow securities, those securities will be added to the securities already in escrow, to
increase the number of remaining escrow securities. After that, all of the escrow securities will be released in
accordance with the applicable release schedule in the tables above.

2.3 DELIVERY OF SHARE CERTIFICATES FOR ESCROW SECURITIES

The Escrow Agent will send to each Securityholder any share certificates or other evidence of that
Securityholder's escrow securities in the possession of the Escrow Agent released from escrow as soon as
reasonably practicable after the release.

2.4 REPLACEMENT CERTIFICATES

If, on the date a Securityholder's escrow securities are to be released, the Escrow Agent holds a share certificate
or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the
share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or
other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and
delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other
evidence, the Escrow Agent will send to the Securityholder or at the Securityholder's direction, the replacement
share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as
soon as reasonably practicable.

2.5 RELEASE UPON DEATH
                                                            -4-

(1) If a Securityholder dies, the Securityholder's escrow securities will be released from escrow. The Escrow
Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow
Agent to the Securityholder's legal representative.

(2) Prior to delivery the Escrow Agent must receive:

(a) a certified copy of the death certificate; and

(b) any evidence of the legal representative's status that the Escrow Agent may reasonably require.

                      PART 3 EARLY RELEASE ON CHANGE OF ISSUER STATUS

3.1 BECOMING AN ESTABLISHED ISSUER

If the Issuer is an emerging issuer on the date of this Agreement and, during this Agreement, the Issuer:

(a) lists its securities on The Toronto Stock Exchange Inc.;

(b) becomes a TSX Venture Exchange Inc. (TSX Venture) Tier 1 issuer; or

(c) lists or quotes its securities on an exchange or market outside Canada that its "principal regulator" under
National Policy 43-201 Mutual Reliance Review System for Prospectuses and Annual Information Forms (in
Quebec under Staff Notice, Mutual Reliance Review System for Prospectuses and Annual Information Forms)
or, if the Issuer has only filed its IPO prospectus in one jurisdiction, the securities regulator in that jurisdiction, is
satisfied has minimum listing requirements at least equal to those of TSX Venture Tier 1,

then the Issuer becomes an established issuer.

3.2 RELEASE OF ESCROW SECURITIES

(1) When an emerging issuer becomes an established issuer, the release schedule for its escrow securities
changes.

(2) If an emerging issuer becomes an established issuer 18 months or more after its listing date, all escrow
securities will be released immediately.

(3) If an emerging issuer becomes an established issuer within 18 months after its listing date, all escrow securities
that would have been released to that time, if the Issuer was an established issuer on its listing date, will be
released immediately. Remaining escrow securities will be released in equal installments on the day that is 6
months, 12 months and 18 months after the listing date.

3.3 FILING REQUIREMENTS
                                                           -5-

Escrow securities will not be released under this Part until the Issuer does the following:

(a) at least 20 days before the date of the first release of escrow securities under the new release schedule, files
with the securities regulators in the jurisdictions in which it is a reporting issuer

(i) a certificate signed by a director or officer of the Issuer authorized to sign stating

A. that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and
specifying the condition, and

B. the number of escrow securities to be released on the first release date under the new release schedule, and

(ii) a copy of a letter or other evidence from the exchange or quotation service confirming that the Issuer has
satisfied the condition to become an established issuer; and

(b) at least 10 days before the date of the first release of escrow securities under the new release schedule, issues
and files with the securities regulators in the jurisdictions in which it is a reporting issuer a news release disclosing
details of the first release of the escrow securities and the change in the release schedule, and sends a copy of
such filing to the Escrow Agent.

3.4 AMENDMENT OF RELEASE SCHEDULE

The new release schedule will apply 10 days after the Escrow Agent receives a certificate signed by a director or
officer of the Issuer authorized to sign

(a) stating that the Issuer has become an established issuer by satisfying one of the conditions in section 3.1 and
specifying the condition;

(b) stating that the release schedule for the Issuer's escrow securities has changed;

(c) stating that the Issuer has issued a news release at least 10 days before the first release date under the new
release schedule and specifying the date that the news release was issued; and

(d) specifying the new release schedule.

                              PART 4 DEALING WITH ESCROW SECURITIES

4.1 RESTRICTION ON TRANSFER, ETC.

Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a
derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share
certificates or other evidence of the escrow securities. If a
                                                          -6-

Securityholder is a private company controlled by one or more principals (as defined in section 3.5 of the Policy)
of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a
change in the economic exposure of the principals to the risks of holding escrow securities.

4.2 PLEDGE, MORTGAGE OR CHARGE AS COLLATERAL FOR A LOAN

You may pledge, mortgage or charge your escrow securities to a financial institution as collateral for a loan,
provided that no escrow securities or any share certificates or other evidence of escrow securities will be
transferred or delivered by the Escrow Agent to the financial institution for this purpose. The loan agreement must
provide that the escrow securities will remain in escrow if the lender realizes on the escrow securities to satisfy the
loan.

4.3 VOTING OF ESCROW SECURITIES

You may exercise any voting rights attached to your escrow securities.

4.4 DIVIDENDS ON ESCROW SECURITIES

You may receive a dividend or other distribution on your escrow securities, and elect the manner of payment
from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on
your escrow securities, other than additional escrow securities, the Escrow Agent will pay the dividend or other
distribution to you on receipt.

4.5 EXERCISE OF OTHER RIGHTS ATTACHING TO ESCROW SECURITIES

You may exercise your rights to exchange or convert your escrow securities in accordance with this Agreement.

                         PART 5 PERMITTED TRANSFERS WITHIN ESCROW

5.1 TRANSFER TO DIRECTORS AND SENIOR OFFICERS

(1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors
or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer's board of directors has
approved the transfer.

(2) Prior to the transfer the Escrow Agent must receive:

(a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer;

(b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a
director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the
Canadian exchange the Issuer is listed on has been received;

(c) an acknowledgment in the form of Schedule "B" signed by the transferee;
                                                           -7-

(d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the
acknowledgement; and

(e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements
of the Issuer's transfer agent.

(3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities
regulators in the jurisdictions in which it is a reporting issuer.

5.2 TRANSFER TO OTHER PRINCIPALS

(1) You may transfer escrow securities within escrow:

(a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached
to the Issuer's outstanding securities; or

(b) to a person or company that after the proposed transfer

(i) will hold more than 10% of the voting rights attached to the Issuer's outstanding securities, and

(ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material
operating subsidiaries.

(2) Prior to the transfer the Escrow Agent must receive:

(a) a certificate signed by a director or officer of the Issuer authorized to sign stating that

(i) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than
20% of the voting rights attached to the Issuer's outstanding securities before the proposed transfer, or

(ii) the transfer is to a person or company that

A. the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the
Issuer's outstanding securities, and

B. has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material
operating subsidiaries after the proposed transfer, and

(iii) any required approval from the Canadian exchange the Issuer is listed on has been received;

(b) an acknowledgment in the form of Schedule "B" signed by the transferee;
                                                         -8-

(c) copies of the letters sent to the securities regulators accompanying the acknowledgement; and

(d) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer's
transfer agent.

(3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities
regulators in the jurisdictions in which it is a reporting issuer.

5.3 TRANSFER UPON BANKRUPTCY

(1) You may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company
entitled to escrow securities on bankruptcy.

(2) Prior to the transfer, the Escrow Agent must receive:

(a) a certified copy of either

(i) the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or

(ii) the receiving order adjudging the Securityholder bankrupt;

(b) a certified copy of a certificate of appointment of the trustee in bankruptcy;

(c) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements
of the Issuer's transfer agent; and

(d) an acknowledgment in the form of Schedule "B" signed by:

(i) the trustee in bankruptcy, or

(ii) on direction from the trustee, with evidence of that direction attached to the acknowledgment form, another
person or company legally entitled to the escrow securities.

(3) Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the
acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.

5.4 TRANSFER UPON REALIZATION OF PLEDGED, MORTGAGED OR CHARGED ESCROW
SECURITIES

(1) You may transfer within escrow to a financial institution the escrow securities you have pledged, mortgaged or
charged under section 4.2 to that financial institution as collateral for a loan on realization of the loan.

(2) Prior to the transfer the Escrow Agent must receive:
                                                              -9-

(a) a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the
escrow securities;

(b) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer's
transfer agent; and

(c) an acknowledgement in the form of Schedule "B" signed by the financial institution.

(3) Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the
acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.

5.5 TRANSFER TO CERTAIN PLANS AND FUNDS

(1) You may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP),
registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the
annuitant of the RRSP or RRIF, or the beneficiaries of the other registered plan or fund are limited to you and
your spouse, children and parents, or, if you are the trustee of such a registered plan or fund, to the annuitant of
the RRSP or RRIF, or a beneficiary of the other registered plan or fund, as applicable, or his or her spouse,
children and parents.

(2) Prior to the transfer the Escrow Agent must receive:

(a) evidence from the trustee of the transferee plan or fund, or the trustee's agent, stating that, to the best of the
trustee's knowledge, the annuitant of the RRSP or RRIF, or the beneficiaries of the other registered plan or fund
do not include any person or company other than you and your spouse, children and parents;

(b) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer's
transfer agent; and

(c) an acknowledgement in the form of Schedule "B" signed by the trustee of the plan or fund.

(3) Within 10 days after the transfer, the transferee of the escrow securities will file a copy of the
acknowledgment with the securities regulators in the jurisdictions in which the Issuer is a reporting issuer.

5.6 EFFECT OF TRANSFER WITHIN ESCROW

After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released
from escrow under this Agreement as if no transfer has occurred on the same terms that applied before the
transfer. The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to
transferees under this Part 5.
                                                          -10-

                                     PART 6 BUSINESS COMBINATIONS

6.1 BUSINESS COMBINATIONS

This Part applies to the following (business combinations):

(a) a formal take-over bid for all outstanding equity securities of the Issuer or which, if successful, would result in
a change of control of the Issuer

(b) a formal issuer bid for all outstanding equity securities of the Issuer

(c) a statutory arrangement

(d) an amalgamation

(e) a merger

(f) a reorganization that has an effect similar to an amalgamation or merger

6.2 DELIVERY TO ESCROW AGENT

You may tender your escrow securities to a person or company in a business combination. At least five business
days prior to the date the escrow securities must be tendered under the business combination, you must deliver to
the Escrow Agent:

(a) a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business
combination any share certificates or other evidence of the escrow securities and a completed and executed
cover letter or similar document and, where required, transfer power of attorney completed and executed for
transfer in accordance with the requirements of the depositary, and any other documentation specified or
provided by you and required to be delivered to the depositary under the business combination; and

(b) any other information concerning the business combination as the Escrow Agent may reasonably request.

6.3 DELIVERY TO DEPOSITARY

As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent
receives the documents and information required under section 6.2, the Escrow Agent will deliver to the
depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities, and
a letter addressed to the depositary that

(a) identifies the escrow securities that are being tendered;

(b) states that the escrow securities are held in escrow;
                                                         -11-

(c) states that the escrow securities are delivered only for the purposes of the business combination and that they
will be released from escrow only after the Escrow Agent receives the information described in section 6.4;

(d) if any share certificates or other evidence of the escrow securities have been delivered to the depositary,
requires the depositary to return to the Escrow Agent, as soon as practicable, any share certificates or other
evidence of escrow securities that are not released from escrow into the business combination; and

(e) where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as
practicable, any share certificates or other evidence of additional escrow securities that you acquire under the
business combination.

6.4 RELEASE OF ESCROW SECURITIES BY DEPOSITARY

The Escrow Agent will release from escrow the tendered escrow securities when the Escrow Agent receives a
declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another
person or company in respect of the business combination, by that other person or company, that:

(a) the terms and conditions of the business combination have been met or waived; and

(b) the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to
be taken up and paid for under the business combination.

6.5 ESCROW OF NEW SECURITIES

If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow
securities, the new securities will be subject to escrow in substitution for the tendered escrow securities if,
immediately after completion of the business combination:

(a) the successor issuer is not an exempt issuer (as defined in section 3.2 of the Policy);

(b) you are a principal (as defined in section 3.5 of the Policy) of the successor issuer; and

(c) you hold more than 1% of the voting rights attached to the successor issuer's outstanding securities (In
calculating this percentage, include securities that may be issued to you under outstanding convertible securities in
both your securities and the total securities outstanding.)

6.6 RELEASE FROM ESCROW OF NEW SECURITIES

(1) As soon as reasonably practicable after the Escrow Agent receives:
                                                          -12-

(a) a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign

(i) stating that it is a successor issuer to the Issuer as a result of a business combination and whether it is an
emerging issuer or an established issuer under the Policy, and

(ii) listing the Securityholders whose new securities are subject to escrow under section 6.5,

the escrow securities of the Securityholders whose new securities are not subject to escrow under section 6.5 will
be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities in
the possession of the Escrow Agent in accordance with section 2.3.

(2) If your new securities are subject to escrow, unless subsection (3) applies, the Escrow Agent will hold your
new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow
securities that you exchanged.

(3) If the Issuer is

(a) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs 18
months or more after the Issuer's listing date, all escrow securities will be released immediately; and

(b) an emerging issuer, the successor issuer is an established issuer, and the business combination occurs within
18 months after the Issuer's listing date, all escrow securities that would have been released to that time, if the
Issuer was an established issuer on its listing date, will be released immediately. Remaining escrow securities will
be released in equal instalments on the day that is 6 months, 12 months and 18 months after the Issuer's listing
date.

                               PART 7 RESIGNATION OF ESCROW AGENT

7.1 RESIGNATION OF ESCROW AGENT

(1) If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer.

(2) If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the
Escrow Agent.

(3) If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent
is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the
securities regulators having jurisdiction in the matter and that has accepted such appointment, which appointment
will be binding on the Issuer and the Securityholders.
                                                        -13-

(4) The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be
bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by
the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree
upon (the "resignation or termination date"), provided that the resignation or termination date will not be less than
10 business days before a release date.

(5) If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date,
the Escrow Agent will apply, at the Issuer's expense, to a court of competent jurisdiction for the appointment of a
successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon
such appointment.

(6) On any new appointment under this section, the successor Escrow Agent will be vested with the same
powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any
further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any
outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor
Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the
predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be
discharged as Escrow Agent.

(7) If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow
Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to
this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this
Agreement and the escrow securities.

                          PART 8 OTHER CONTRACTUAL ARRANGEMENTS

8.1 ESCROW AGENT NOT A TRUSTEE

The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any
share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is
intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.

8.2 ESCROW AGENT NOT RESPONSIBLE FOR GENUINENESS

The Escrow Agent will not be responsible or liable in any manner whatever for the sufficiency, correctness,
genuineness or validity of any escrow security deposited with it.

8.3 ESCROW AGENT NOT RESPONSIBLE FOR FURNISHED INFORMATION

The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the
accuracy of any information or document, including the representative capacity in which a party purports to act,
that the Escrow Agent receives as a condition to a release from escrow or a transfer of escrow securities within
escrow under this Agreement.
                                                         -14-

8.4 ESCROW AGENT NOT RESPONSIBLE AFTER RELEASE

The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a
Securityholder's direction according to this Agreement.

8.5 INDEMNIFICATION OF ESCROW AGENT

The Issuer and each Securityholder hereby jointly and severally agree to indemnify and hold harmless the Escrow
Agent, its affiliates, and their current and former directors, officers, employees and agents from and against any
and all claims, demands, losses, penalties, costs, expenses, fees and liabilities, including, without limitation, legal
fees and expenses, directly or indirectly arising out of, in connection with, or in respect of, this Agreement, except
where same result directly and principally from gross negligence, wilful misconduct or bad faith on the part of the
Escrow Agent. This indemnity survives the release of the escrow securities, the resignation or termination of the
Escrow Agent and the termination of this Agreement.

8.6 ADDITIONAL PROVISIONS

(1) The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction,
order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or
document (collectively referred to as "Documents") furnished to it and purportedly signed by any officer or
person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with
this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to
the truth or accuracy of any information therein contained, which it in good faith believes to be genuine.

(2) The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver,
modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed
by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in
this Agreement are affected, unless it has given its prior written consent.

(3) The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for
the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the
advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable
that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any
reasonable fees, expenses and disbursements of such counsel or advisors.

(4) In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled,
at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a
written agreement among the Parties or by a court of competent jurisdiction.

(5) The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and
will have no duty or responsibility under the Policy or arising under
                                                         -15-

any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a
party.

(6) The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received
clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must
not require the exercise of any discretion or independent judgment.

(7) The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder's
escrow securities in electronic, or uncertificated form only, pending release of such securities from escrow.

(8) The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no
share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it,
or otherwise received by it.

8.7 LIMITATION OF LIABILITY OF ESCROW AGENT

The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken
by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by
its bad faith, wilful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for
any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder,
including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other
provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection
with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or wilful
misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars
($3,000.00), whichever amount shall be greater.

8.8 REMUNERATION OF ESCROW AGENT

The Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement, which fees
are subject to revision from time to time on 30 days' written notice. The Issuer will reimburse the Escrow Agent
for its expenses and disbursements. Any amount due under this section and unpaid 30 days after request for such
payment, will bear interest from the expiration of such period at a rate per annum equal to the then current rate
charged by the Escrow Agent, payable on demand.

8.9 INDEMNIFICATION OF THE EXCHANGE

(1) The Issuer and each Securityholder jointly and severally:

(a) release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and
disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange;
                                                        -16-

(b) agree not to make or bring a claim or demand, or commence any action, against the Exchange; and

(c) agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the
Exchange incurs or is required by law to pay as a result of any person's claim, demand or action,

arising from any and every act or omission committed or omitted by the Exchange, in connection with this
Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement.

(2) This indemnity survives the release of the escrow securities and the termination of this Agreement.

                                               PART 9 NOTICES

9.1 NOTICE TO ESCROW AGENT

Documents will be considered to have been delivered to the Escrow Agent on the next business day following the
date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or
by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

Pacific Corporate Trust Company 625 Howe Street, 10th Floor
Vancouver, BC V6C 3B8

Attention: -

Fax: (604) - 689-8144

9.2 NOTICE TO ISSUER

Documents will be considered to have been delivered to the Issuer on the next business day following the date of
transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by
prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:

Chemokine Therapeutics Corp.
2386 East Mall
Suite 208, University of British Columbia Vancouver, British Columbia V6T 1Z3

Attention: Hassan Salari
Fax: - (604) 822-0302

With a copy to:

                                                Thomas, Rondeau
                                                        -17-

Suite 1525 - 625 Howe Street
Vancouver, British Columbia, V6C 2T6

Attention: Craig D. Thomas
Fax: (604) 688-6995

9.3 DELIVERIES TO SECURITYHOLDERS

Documents will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by
hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the
Issuer's share register.

Any share certificates or other evidence of a Securityholder's escrow securities will be sent to the
Securityholder's address on the Issuer's share register unless the Securityholder has advised the Escrow Agent in
writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will
provide the Escrow Agent with each Securityholder's address as listed on the Issuer's share register.

9.4 CHANGE OF ADDRESS

(1) The Escrow Agent may change its address for delivery by delivering notice of the change of address to the
Issuer and to each Securityholder.

(2) The Issuer may change its address for delivery by delivering notice of the change of address to the Escrow
Agent and to each Securityholder.

(3) A Securityholder may change that Securityholder's address for delivery by delivering notice of the change of
address to the Issuer and to the Escrow Agent.

9.5 POSTAL INTERRUPTION

A Party to this Agreement will not mail a document it is required to mail under this Agreement if the Party is
aware of an actual or impending disruption of postal service.

                                              PART 10 GENERAL

10.1 INTERPRETATION - "HOLDING SECURITIES"

When this Agreement refers to securities that a Securityholder "holds", it means that the Securityholder has direct
or indirect beneficial ownership of, or control or direction over, the securities.

10.2 FURTHER ASSURANCES

The Parties will execute and deliver any further documents and perform any further acts reasonably requested by
any of the Parties to this Agreement which are necessary to carry out the intent of this Agreement.
                                                         -18-

10.3 TIME

Time is of the essence of this Agreement.

10.4 INCOMPLETE IPO

If the Issuer does not complete its IPO and has become a reporting issuer in one or more jurisdictions because it
has obtained a receipt for its IPO prospectus, this Agreement will remain in effect until the securities regulators in
those jurisdictions order that the Issuer has ceased to be a reporting issuer.

10.5 GOVERNING LAW

The laws of British Columbia (the "Principal Regulator") and the applicable laws of Canada will govern this
Agreement.

10.6 JURISDICTION

The securities regulator in each jurisdiction where the Issuer files its IPO prospectus has jurisdiction over this
Agreement and the escrow securities.

10.7 CONSENT OF SECURITIES REGULATORS TO AMENDMENT

Except for amendments made under Part 3, the securities regulators with jurisdiction must approve any
amendment to this Agreement and will apply mutual reliance principles in reviewing any amendments that are filed
with them. Therefore, the consent of the Principal Regulator will evidence the consent of all securities regulators
with jurisdiction.

10.8 COUNTERPARTS

The Parties may execute this Agreement by fax and in counterparts, each of which will be considered an original
and all of which will be one agreement.

10.9 SINGULAR AND PLURAL

Wherever a singular expression is used in this Agreement, that expression is considered as including the plural or
the body corporate where required by the context.

10.10 LANGUAGE

This Agreement has been drawn up in the English language at the request of all Parties. Cette convention a ete
redige en anglais a la demande de toutes les Parties.

10.11 BENEFIT AND BINDING EFFECT

This Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and
permitted assigns and all persons claiming through them as if they had been a Party to this Agreement.
                                                       -19-

10.12 ENTIRE AGREEMENT

This is the entire agreement among the Parties concerning the subject matter set out in this Agreement and
supersedes any and all prior understandings and agreements.

10.13 SUCCESSOR TO ESCROW AGENT

Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation
succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement
without any further act on its part or on the part or any of the Parties, provided that the successor is recognized
as a transfer agent by the Canadian exchange the Issuer is listed on (or if the Issuer is not listed on a Canadian
exchange, by any Canadian exchange) and notice is given to the securities regulators with jurisdiction.

                                                 EXECUTION

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as
of the day and year first above written.

                                  CHEMOKINE THERAPEUTICS CORP.

                         by:    /s/ Hassan Salari
                                -----------------------------------------

                         and:                                                        c/s
                                -----------------------------------------




                                PACIFIC CORPORATE TRUST COMPANY

                         by:    /s/ Marc Castonguay
                                -----------------------------------------

                         and: /s/ Norm Hamade                                        c/s
                              -----------------------------------------




                                         PACIFIC MEDICAL CORP.

                         by:    /s/ Hassan Salari
                                -----------------------------------------

                         and:                                                        c/s
                                -----------------------------------------
                                     SCHEDULE "A"
                                   SECURITYHOLDER

NAME: PACIFIC MEDICAL CORP

      SECURITIES:

      --------------------------------------------------------------------------------
      CLASS OR DESCRIPTION          NUMBER             CERTIFICATE(S) (IF APPLICABLE)

      --------------------------------------------------------------------------------
      common shares                 6,247,101
      --------------------------------------------------------------------------------

      --------------------------------------------------------------------------------

      --------------------------------------------------------------------------------
                                               SCHEDULE "B"

                       ACKNOWLEDGMENT AND AGREEMENT TO BE BOUND

I acknowledge that the securities listed in the attached Schedule "A" (the "escrow securities") have been or will be
transferred to me and that the escrow securities are subject to an Escrow Agreement dated
__________________________ (the "Escrow Agreement").

For other good and valuable consideration, I agree to be bound by the Escrow Agreement in respect of the
escrow securities, as if I were an original signatory to the Escrow Agreement.

Dated at ____________________ on ______________.

Where the transferee is an individual:

             Signed, sealed and delivered by                     )
             [TRANSFEREE] in the presence of:                    )
                                                                 )
             --------------------------------------              )
             Signature of Witness                                )
                                                                 )    ---------------------------
                                                                 )         [TRANSFEREE]
             --------------------------------------              )
             Name of Witness                                     )
                                                                 )




Where the transferee is not an individual:

[TRANSFEREE]


Authorized signatory


Authorized signatory
                                              Exhibit 10.17

THE WARRANTS AND THE COMMON SHARES DELIVERABLE UPON EXERCISE THEREOF
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS. THESE WARRANTS AND
THE UNDERLYING COMMON SHARES MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS THESE WARRANTS AND THE UNDERLYING COMMON
SHARES ARE REGISTERED UNDER THE U.S. SECURITIES ACT, OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE. HEDGING
TRANSACTIONS INVOLVING THESE WARRANTS AND THE UNDERLYING COMMON SHARES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. THE
HOLDER HEREOF, AGREES FOR THE BENEFIT OF THE CORPORATION THAT THESE
WARRANTS AND THE UNDERLYING COMMON SHARES MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE
144 THEREUNDER OR ANOTHER APPLICABLE EXEMPTION, OR (C) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT. DELIVERY OF THIS CERTIFICATE MAY NOT
CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK
EXCHANGES IN CANADA.

THIS WARRANT MAY NOT BE EXERCISED ON BEHALF OF ANY U.S. PERSON UNLESS
REGISTERED UNDER THE U.S. SECURITIES ACT OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER
THE LATER OF (i) _____________, AND (II) THE DATE THE ISSUER BECAME A REPORTING
ISSUER IN ANY PROVINCE OR TERRITORY.

ANY SHARE CERTIFICATE ISSUED PURSUANT TO AN EXERCISE OF THESE WARRANTS
BEFORE THE LATER OF (i) ____________, AND (II) THE DATE THE ISSUER BECAME A
REPORTING ISSUER IN ANY PROVINCE OR TERRITORY MUST CONTAIN THE FOLLOWING
LEGEND:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER
THE LATER OF (i) ________, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN
ANY PROVINCE OR TERRITORY."

THE WARRANTS REPRESENTED HEREBY WILL BE VOID AND OF NO VALUE UNLESS
EXERCISED WITHIN THE TIME LIMIT HEREIN PROVIDED.

              AGENT'S NON-TRANSFERABLE SHARE PURCHASE WARRANT

                               CHEMOKINE THERAPEUTICS CORP.
                           (Incorporated under the laws of the State of Delaware)

        No. 2004/_______                   Representing _______ Share Purchase Warrants (the
                                           "Warrants") entitling the Agent to purchase
                                           _______ common shares, $0.001 par value.




THIS IS TO CERTIFY that, for value received, CANACCORD CAPITAL CORPORATION (the "Agent"),
of #2200 - 609 Granville Street, Vancouver, BC, V7Y 1H2,
has the right to purchase from CHEMOKINE THERAPEUTICS CORP. (the "Company"), upon and subject to
the terms and conditions hereinafter referred to _______ fully paid and non-assessable common shares of the
Company (the "Shares") at the price of $____ per Share if exercised at any time until 4:30 p.m. (Vancouver time)
on _______, 2006 (the "Expiry Time").

THE FOLLOWING ARE THE TERMS AND CONDITIONS OF THE WARRANTS:

1. The right to purchase Shares granted by this Warrant Certificate may only be exercised by the Agent within the
times set out above by:

(a) completing and executing the Exercise Form attached to this Warrant Certificate in the manner indicated;

(b) surrendering this Warrant Certificate to Chemokine Therapeutics Corp.
c/o Thomas, Rondeau, Suite 1525 - 625 Howe Street, Vancouver, B.C., V6C 2T6; and

(c) paying the appropriate purchase price for the Shares subscribed for either by cash, certified cheque or bank
draft payable at par in Vancouver, British Columbia.

2. Upon surrender of this Warrant Certificate and receipt of payment, the Company will issue to the Agent the
appropriate number of Shares issuable in accordance with the terms and conditions of this Warrant Certificate
not exceeding those which the Agent is entitled to at the time of exercise. If the Agent exercises a portion of the
Warrants represented by this Warrant Certificate, he or she will be entitled to receive, without charge, a new
Warrant Certificate representing the unexercised portion of the Warrants represented herein.

3. After the full or partial exercise by the Agent, the Company will cause to be mailed or delivered certificate(s)
for the number of Shares issuable to the Agent within three business days at the address specified in the register
of warrantholders maintained by the Company.

4. The right to purchase Shares represented hereby has been issued by the Company in reliance upon the
prospectus exemptions contained in applicable securities legislation. Consequently, any resale of the Shares by
the Agent are subject to any applicable resale restrictions contained in such legislation.

5. The Agent hereby agrees to comply with all applicable securities legislation in connection with the holding of
the Warrants and the holding and exercise of the Shares issuable upon exercise of the Warrants.

6. The Warrants evidenced by this Warrant Certificate are not transferable except where a person furnishes
evidence that he is, to the reasonable satisfaction of the Company, a liquidator or, or a trustee in bankruptcy for,
the Agent and surrenders such evidence together with the Warrant Certificate in question to the Company (by
delivery or mail as set forth herein), and such further reasonable requirements as the Company and all applicable
securities regulatory authorities may prescribe at which time such person will become noted upon the register of
warrantholders. After receiving the surrendered

                                                         -2-
Warrant Certificate and upon the Agent surrendering the Warrant Certificate meeting the requirements as
hereinbefore set forth, the Company shall forthwith cause a new Warrant Certificate to be issued and sent to the
new holder and the Company shall alter the register of warrantholders accordingly.

7. Subject to the provisions of this Warrant Certificate and applicable law, the Agent is entitled to the rights and
privileges attaching to the Warrants, and the issue of the Shares by the Company on exercise of Warrants by the
Agent in accordance with the terms and conditions herein contained discharges all responsibilities of the
Company with respect to such Warrants and the Company is not bound to inquire into the title of any such
registered holder.

8. Nothing in this Warrant Certificate or in the holding of Warrants evidenced by this Warrant Certificate, or
otherwise, shall be construed as conferring upon the Agent any right or interest whatsoever as a shareholder,
including but not limited to the right to vote at, to receive notice of, or to attend meetings of shareholders or any
other proceedings of the Company or the right to receive any dividend and other distribution except as otherwise
provided herein.

9. The Company hereby covenants and agrees as follows:

(a) all Shares which may be issued upon exercise of this Warrant Certificate, in accordance with the respective
terms thereof, will be validly issued, fully paid and non-assessable and free from any and all taxes, liens and
charges with respect to the issue thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue); and

(b) during the period within which the Warrants may be exercised, the Company will at all times have authorized
and reserved a sufficient number of Shares to provide for the respective exercise of the Warrants.

10. All Warrants in this series shall rank pari passu, notwithstanding the actual date of issue thereof.

11. The Agent may at any time up to the Expiry Time, upon written instruction delivered to the Company and
payment of applicable charges, exchange this Warrant Certificate for other Warrant Certificates evidencing
Warrants entitling the Agent to acquire in the aggregate the same number of Shares as may be acquired under this
Warrant Certificate.

12. If any time after the date hereof and prior to the Expiry Time, and provided that any Warrants remain
unexercised, there shall be:

(a) a reclassification of the Shares outstanding at the time or a change in the Shares into other shares or securities
or a subdivision or consolidation of the Shares into a greater or lesser number of Shares, or any other capital
reorganization; or

(b) a consolidation, amalgamation or merger of the Company with or into any other Company (other than a
consolidation, amalgamation or merger which does not result in any reclassification of the outstanding common
shares or a change of the common shares into other share or securities),

                                                         -3-
(any of such events being call a "Capital Reorganization"), the Agent which thereafter shall exercise or be deemed
to have exercised its right to acquire the Shares pursuant to this Warrant Certificate shall be entitled to receive, at
no additional cost, and shall accept in lieu of the number of the Shares to which the Agent was theretofore entitled
upon such exercise, the aggregate number of shares, warrants, other securities or other property which the Agent
should have been entitled to receive as a result of such Capital Reorganization if, on the effective date or record
date thereof as the case may be, the Agent had been the registered shareholder of the number of the Shares to
which the Agent was theretofore entitled to acquire upon exercise or deemed exercise of this Warrant Certificate.
If determined appropriate by the Company acting reasonably, appropriate adjustments shall be made as a result
of any such Capital Reorganization in the application of the provisions set forth herein with respect to the rights
and interests thereafter of the Agent to the end that the provisions set forth herein shall thereafter correspondingly
be made applicable as nearly as may reasonably be in relation to any warrants, other securities or other property
thereafter deliverable upon the exercise of any Warrants. Any such adjustment shall be made by and approved
by the directors and shall for all purposes be conclusively deemed to be an appropriate adjustment.

13. The adjustments provided for herein are cumulative and such adjustments shall be made successively
whenever an event referred to herein shall occur, subject to the limitations provided for herein.

14. No adjustments shall be made in the number or kind of Shares or other securities which may be acquired on
the exercise of a Warrant unless it would result in a change of at least one-hundredth of a Share (provided,
however, that any adjustments which may by reason of this paragraph not be required to be made, shall be
carried forward and then taken into consideration in any subsequent adjustment).

15. No adjustment shall be made in respect of any event described herein, if the Agent is entitled to participate in
such event on the same terms, without amendment, as if the Agent had exercised his or her Warrants prior to or
on the effective date or record date of such event.

16. In the event of any question arising with respect to any adjustment provided for herein, such question shall be
conclusively determined by a firm of chartered accountants appointed by the Company at its sole discretion
(which may be the Company's auditors) and any such determination shall be binding upon the Company and the
Agent.

17. As a condition precedent to the taking of any action which would require any adjustments in any of the
subscription rights pursuant to any of the Warrants, the Company shall take any corporate action which may, in
the opinion of counsel of the Company, be necessary in order that the Company have unissued and reserved in its
authorized capital and may validly and legally issue as fully paid and non-assessable all the securities which the
Agent is entitled to receive on the exercise of all the subscription rights attaching thereto in accordance with the
provisions thereof.

18. In case the Company, after the date hereof, shall take any action affecting any securities of the Company,
other than as previously set out herein, which in the opinion of the

                                                         -4-
directors of the Company would materially affect the rights of the Agent, the number of Shares which shall be
issuable on the exercise or deemed exercise of the Warrants shall be adjusted in such manner, if any, and at such
time, as the directors, in their sole discretion, may determine to be equitable in the circumstances provided that no
such adjustment will be made unless all necessary regulatory approvals, if any, have been obtained. Failure of the
taking of action by the directors so as to provide for such an adjustment prior to the effective date of any action
by the Company affecting any securities of the Company shall be evidence that the directors have determined that
it is equitable to make no adjustments in the circumstances.

19. Notwithstanding any adjustments provided for herein or otherwise, the Company shall not be required upon
the exercise of any Warrants, to issue fractional Shares in satisfaction of its obligations hereunder and except as
provided for herein, any fractions shall be eliminated. To the extent that the Agent would otherwise be entitled to
acquire a fraction of a Share, such right may be exercised in respect of such fraction only in combination with
other rights which in the aggregate entitle the Agent to acquire a whole number of Shares.

20. In any situation where an event occurs which results in an increase in the number of Shares which may be
issuable on the exercise or deemed exercise of the Warrants taking effect immediately after the record date for a
specific event, if any Warrant is exercised after that record date and prior to completion of the event, the
Company may postpone the issuance, to the Agent, of the Shares to which the Agent is entitled by reason of such
adjustment, but such Shares shall be so issued and delivered to the Agent upon completion of that event, with the
number of such Shares calculated on the basis of the number of Shares provided for after the adjustment
provided for herein on the date of exercise of the Warrants adjusted for completion of that event and the
Company shall deliver to the Agent an appropriate instrument evidencing the right of the Agent to receive such
Shares and the right to receive any dividends or other distributions which, but for the provisions of this paragraph,
such person or persons would have been entitled to receive in respect of such securities from and after the date
that the Warrants were exercised in respect thereof.

21. In case this Warrant Certificate shall become mutilated or be lost, destroyed or stolen, the Company, subject
to applicable law, shall issue and deliver a new Warrant Certificate representing the Warrants of like date and
tenor as the one mutilated, lost, destroyed or stolen upon surrender of and in place of and upon cancellation of
the mutilated Warrant Certificate or in lieu of and in substitution for the lost, destroyed or stolen Warrant
Certificate. The applicant for the issue of a new Warrant Certificate representing the Warrants pursuant to this
section shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition
precedent to the issue thereof, furnish to the Company such evidence of ownership and of the loss, destruction or
theft of the Warrant Certificate so lost, destroyed or stolen as shall be satisfactory to the Company and in its
discretion and the applicant may also be required to furnish an indemnity in amount and form satisfactory to the
Company in its discretion, and shall pay the reasonable charges of the Company in connection therewith.

                                                        -5-
22. Any notice or delivery or surrender of documents shall be valid and effective if delivered personally or if sent
by registered letter, postage prepaid, or if electronically transmitted by facsimile transmission tested for reception
prior to use, addressed to:

(a) Chemokine Therapeutics Corp., c/o Thomas Rondeau, Suite 1525 - 625 Howe Street, Vancouver, British
Columbia, V6C 2T6, facsimile number
(604) 688-6995; and

(b) to the Warrantholder at the address indicated on the first page,

and shall be deemed to have been effectively given, received and made on the date of personal delivery or on the
fourth Business Day after the time of mailing or upon actual receipt, whichever is sooner, or upon the day, other
than Saturday, Sunday or a statutory holiday, after the time of facsimile transmission. In the case of disruption in
postal services any notice, if mailed, shall not be deemed to have been effectively given until it is personally
delivered. The Company or the Agent may from time to time notify the other in writing of a change of address.

23. The Warrants represented by this certificate may be exercised in whole or in part from time to time, and this
certificate may be exchanged, upon its surrender to the Company, for new Warrant Certificates of like tenor in
denominations which represent in the aggregate the right to subscribe for and receive the number of Shares which
may be subscribed for hereunder. If the Warrants represented by this certificate are exercised in part, the
Company shall deliver with the Shares acquired on such exercise, a new Warrant Certificate representing the
balance of the Warrants remaining unexercised.

24. Unless the Warrants and Shares are registered under the U.S. Securities Act, the Agent exercising a Warrant
shall be required to give (A) written certification that the Agent is not a U.S. person and the Warrant is not being
exercised on behalf of a U.S. person; or (B) a written opinion of counsel to the effect that the Warrant and the
securities delivered upon exercise thereof have been registered under the U.S. Securities Act or are exempt from
registration thereunder. Further the Company may implement procedures to ensure that the Warrant may not be
exercised within the United States, and that the Shares may not be delivered within the United States upon
exercise, other than in offerings deemed to meet the definition of "offshore transaction" pursuant to Regulation S
Section 230.902(h), unless registered under the U.S. Securities Act or an exemption from such registration is
available.

25. The Warrants and the Shares are deemed to be "restricted securities" as defined in SEC Rule Section
230.144. Resales of any of such restricted Warrants and Shares by a non-U.S. Person must be made in
accordance with SEC Regulation S, the registration requirements of the U.S. Securities Act or an exemption
therefrom. The Warrants and the Shares will continue to be deemed to be restricted securities, notwithstanding
that they were acquired in a resale transaction made pursuant to SEC Regulation S Section 230.901 or Section
230.904.

26. Unless the Warrants and Shares are registered under the U.S. Securities Act, the offer or sale of the Warrant
or the Shares by the Warrantholder, if made prior to the expiration of a one-year distribution compliance period
(as defined in SEC Regulation S), is not made to a U.S. person or for the account or benefit of a U.S. person;
and the offer or sale of the

                                                         -6-
Warrant or the Shares by the Warrantholder, if made prior to the expiration of a one-year distribution compliance
period (as defined in SEC Regulation
S), is made pursuant to the following conditions: (1) The purchaser of the Warrant or the Shares certifies that it is
not a U.S. person and is not acquiring the Warrant or the Shares for the account or benefit of any U.S. person or
is a U.S. person who purchased the Warrant or the Shares in a transaction that did not require registration under
the Act. (2) The purchaser of the Warrant or the Shares agrees to resell such securities only in accordance with
the provisions of SEC Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an
available exemption from registration; and agrees not to engage in hedging transactions with regard to the
Warrant or the Shares unless in compliance with the U.S. Securities Act

27. Time shall be of the essence hereof.

28. After the exercise of any of the Warrants represented by this Warrant Certificate, the Agent shall no longer
have any rights under this Warrant Certificate with respect to such Warrants, other than the right to receive
certificates representing the Shares issuable on the exercise of those Warrants, and those Warrants shall be void
and of no further value or effect.

29. This Warrant Certificate shall be construed in accordance with the laws of the Province of British Columbia
and the laws of Canada applicable herein and shall be treated in all respects as a British Columbia contract.

IN WITNESS WHEREOF the Company has caused this Special Warrant certificate to be signed by its duly
authorized officer as of the ____ day of December, 2004.

CHEMOKINE THERAPEUTICS CORP.

Per:

                                           Authorized Signing Officer

Share Purchase Warrant No. 2004/___________

                                                        -7-
                                                   EXERCISE FORM

          TO:               CHEMOKINE THERAPEUTICS CORP.
                            c/o Thomas, Rondeau
                            Suite 1525 - 625 Howe Street
                            Vancouver, B.C. V6C 2T6
          --------------------------------------------------------------------------------




THE UNDERSIGNED Agent hereby exercises the right to acquire _____________ common shares of
CHEMOKINE THERAPEUTICS CORP., on the terms specified in the Warrant Certificate.

The undersigned hereby directs that the said Shares be issued as follows:

         NAME(S) IN FULL                           ADDRESS(ES)                                  NUMBER OF SHARES
         ---------------                           -----------                                  ----------------

-------------------------------         ---------------------------------          -------------------------------------

-------------------------------         ---------------------------------          -------------------------------------




[Please print. If securities are issued to a person other than Agent, the Agent must pay to the Company all eligible
taxes and other duties and the signature of the Agent must be guaranteed.]

DATED this ____ day of _____________________, ________________ .

           ----------------------------------                ----------------------------------
           Signature Witnessed or                            (Signature of Agent to be the same
           Guaranteed (See instructions                      as appears on the face of this
           to Agents below)                                  Warrant Certificate)

           Name of Agent:               ------------------------------------------------------

           Address (PLEASE PRINT): ------------------------------------------------------

                                        ------------------------------------------------------




Unless the Warrants and Shares are registered under the U.S. Securities Act the Agent exercising a Warrant shall
provide the following certification or include an opinion of counsel to the effect that the Warrant and the securities
delivered upon exercise thereof have been registered under the U.S. Securities Act or are exempt from
registration thereunder.

The undersigned Agent hereby certifies that Agent is not a U.S. Person (as defined in Regulation S under the
U.S. Securities Act of 1933) and the Warrant is not being exercised on behalf of a U.S. Person


                                                (Signature of Agent)
                                        INSTRUCTIONS TO AGENT

TO EXERCISE:

If the Agent exercises Warrants prior to the Expiry Time pursuant to this Warrant Certificate, it must deliver the
Warrant Certificate and complete, sign and deliver the Exercise Form to the Company indicating the number of
Shares to be acquired. In such case, the signature of such registered holder on the Exercise Form must be
witnessed or guaranteed, as the case may be.

If this exercise form indicates that the common shares and warrants are to be issued to a person or persons other
than the registered holder of this Warrant Certificate, the signature of such holder on the exercise form must be
guaranteed by an authorized officer of a chartered bank, trust company or Medallion Guaranteed by an
investment dealer who is a member of a recognized stock exchange.

GENERAL:

If the Exercise Form is signed by an officer of a corporation or any person acting in a fiduciary or representative
capacity, the Warrant Certificate must also be accompanied by evidence of authority to sign satisfactory to the
Company.

The name and address of the Company is:

                                  CHEMOKINE THERAPEUTICS CORP.
                                          c/o Thomas, Rondeau
                                      Suite 1525 - 625 Howe Street
                                             Vancouver, B.C.
                                                V6C 2T6
                                             EXHIBIT 23.1

          CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form SB-2 Amendment No. Three, of our report
dated March 31, 2004, relating to the financial statements of Chemokine Therapeutics Corp., and to the
reference to our Firm under the caption "Experts" in this Registration Statement.

                                       /s/ M.D. Sassi Company



                                       San Francisco, California
                                       December 16, 2004

								
To top