1.	to receive the consolidated financial statements of the Corporation for the year ended December 31, 2010, together with the report of the auditors thereon;

 

2.	to elect directors;

 

3.	to appoint auditors and to authorize the directors of the Corporation to fix the auditors’ remuneration;

 

4.	to consider and, if deemed advisable, pass a special resolution in the form set out in Schedule “B” to the Management Proxy Circular (the “Consolidation Resolution”) approving a consolidation of the Corporation’s outstanding Common Shares;

 

5.

to consider and, if deemed advisable, pass a special resolution in the form set out in Schedule “C” to the Management Proxy Circular (the “Continuance Resolution”) authorizing and approving the continuation of Adherex from the laws of Canada under the Canada Business Corporations Act to the laws of British Columbia in accordance with Section 302 of the Business Corporations Act (British Columbia); and

6.	to transact such further or other business as may properly come before the Meeting or any adjournment thereof.

 

 

 

 

 

 

 

 

	By Order of the Board of Directors of Adherex
	ss/ Rostislav Raykov
	Rostislav Raykov
	Chief Executive Officer and Board Member

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(i)	completing and signing a proxy bearing a later date and depositing it with Olympia Transfer Services Inc. as described above;

 

(ii)

depositing an instrument in writing signed by the Shareholder or an attorney authorized by a document signed in writing or by electronic signature (if the Shareholder is a corporation, under its corporate seal by an officer or attorney thereof properly authorized, indicating the capacity under which such officer or attorney is signing), or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature, or by any other manner permitted by law, which must be received either (A) with Olympia Transfer Services Inc., 120 Adelaide Street West, Suite 920, Toronto, Ontario M5H 1T1, not later than 12:00 p.m. ET on June 24, 2011, or (B) with the scrutineers of the Meeting to the attention of the Chair of the Meeting on the day of the Meeting, or any adjournment thereof, prior to the taking of the vote to which such proxy relates; or

 

(iii)

in any other manner permitted by law.

 

 

 

 

 

 

 

 

 

 

 

 

 

Name		Common Stock				Common Stock Options Exercisable Within 60 Days				Common Stock Purchase Warrant Exercisable Within 60 Days				Total Stock and Stock Based Holdings (1)				% Ownership (1)
Robert Andrade			1,480,100				17,493,939				700,000				19,674,039				4.2	%
David Lieberman (2)			200,000,000								158,496,000				358,496,000				58.6	%
William G. Breen			1,367,781				4,853,668				-				6,221,449				1.4	%
Claudio F. Bussandri			-				4,853,668				-				4,853,668				1.1	%
Arthur T. Porter			-				4,974,410				-				4,974,410				1.1	%
Rostislav Raykov			2,200,000				17,493,939				1,200,000				20,893,939				4.4	%
Robert Butts			41,504,000								41,504,000				83,008,000				16.8	%
Thomas Spector			600,002				17,563,937				600,000				18,763,939				4.0	%
All officers and directors as a group (8 persons)			247,151,883				67,233,561				202,500,000				516,885,444				71.5	%
Southpoint Capital Advisors LP (2)			200,000,000				-				158,496,000				358,496,000				58.6	%
683 Capital Management LLC (3)			38,924,229								35,962,229				74,886,458				15.3	%

 

(1)

For purposes of this table “beneficial ownership” is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person or group has the right to acquire within 60 days after May 24, 2011.  For purposes of computing the percentage of outstanding shares of common stock held by each person or group of persons named above, any shares that such person or group has the right to acquire within 60 days after May 24, 2011 are deemed outstanding but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person or group. As of May 24, 2011, there were 452,852,631 shares of our common stock issued and outstanding.

(2)	David Lieberman an employee of Southpoint Capital Advisors, LP, 623 Fifth Avenue, Suite 2503, New York, New York 10022.  John S. Clark, II holds dispositive power over the shares owned by Southpoint Capital Advisors, LP

(3)	683 Capital Management, LLC, 595 Madison Avenue, 17th Floor, New York, New York 10025.  Ari Zweiman holds dispositive power over the shares owned by 683 Capital Management LLC.

 

 

 

 

 

 

 

Name and Province/State and Country of Residence, Position		Current Principal Occupation  and Principal Occupation For Previous Five Years		Director Since		Age
Robert W. Butts (1)(2)(3)(4) Tennessee, USA Chairman of Board		Immediate past Co-Founder and Portfolio Manager, Southpoint Capital Advisors LP; previously Analyst, Greenlight Capital		April 2007		37
Robert Andrade New York, USA Chief Financial Officer, Director		Co-Founder and Manager, DCML LLC; previously Portfolio Manager Millennium Partners; previously analyst Caxton Associates		July 2009		36
William G. Breen(1)(2)(3) Ontario, Canada Director		President of William G. Breen and Associates; previously, Chairman of Simware Inc.		April 2007		65
Claudio F. Bussandri, B.Eng, MBA(1)(2)(3) Quebec, Canada Director		Immediate past CEO of McKesson Canada; previously President of Lantic Sugar Limited		April 2007		63

 

 

Name and Province/State and Country of Residence, Position		Current Principal Occupation  and Principal Occupation For Previous Five Years		Director Since		Age
David Lieberman (1)(2)(3) New York, USA Director		Analyst Southpoint Capital Advisors LP; previously analyst Tiedemann Investment Group.		June 2010		35
Hon. Arthur T. Porter, PC, MD, MBA (1)(2)(3) Quebec, Canada Director		Director General and Chief Executive Officer, McGill University Health Centre; previously, President and CEO, Detroit Medical Center		Feb 2004		54
Rostislav Raykov New Jersey, USA Chief Executive Officer, Director		Co-Founder and Manager, DCML LLC; previously Portfolio Manager Alchem Partners; previously Portfolio Manager John Levin & Associates		July 2009		35
Dr. Thomas Spector Chief Scientific Officer		President of Spector Consulting Services,		N/A		67

(1)	Member of the Audit Committee

(2)	Member of the Compensation Committee

(3)	Member of the Governance Committee

(4)	Mr. Butts is not up relection.

 

 

   

 

 

 

 

 

1.

new “Notice of Articles”, which will not be materially different than Adherex’s current articles filed under the CBCA; and

 

2.

new “Articles” under the BCBCA, a copy of which are attached as Exhibit 1 to Schedule “C” hereto, which effectively replace Adherex’s current By-Laws under the CBCA.

(a)

the property, rights and interests of the foreign corporation continue to be the property, rights and interests of the company;

 

(b)

the company continues to be liable for the obligations of the foreign corporation;

 

(c)

an existing cause of action, claim or liability to prosecution is unaffected;

 

(d)

a legal proceeding being prosecuted or pending by or against the foreign corporation may be prosecuted or its prosecution may be continued, as the case may be, by or against the company; and

 

(e)

a conviction against, or a ruling, order or judgment in favour of or against, the foreign corporation may be enforced by or against the company.

Matter		BCBCA		CBCA
Directors		The BCBCA provides that a public company must have a minimum of three directors. The BCBCA does not contain any residency requirements for directors.		The CBCA requires that a distributing corporation must have at least three directors, at least two of whom are not officers or employees of the corporation or its affiliates. At least twenty-five per cent of the directors of a corporation must be resident Canadians. However, if a corporation has less than four directors, at least one director must be a resident Canadian.
Special Resolution Voting Threshold		Under the BCBCA, a special resolution is a resolution passed at a duly constituted meeting passed by a special majority of votes cast by shareholders voting shares that carry the right to vote at general meetings, as set by the company’s articles and which must not be less than 2/3 or more than 3/4 of the votes cast at a meeting.		Under the CBCA, a special resolution is a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted at a shareholder meeting in respect of that resolution.
Sale of Company's Property		The BCBCA requires the sale, lease or other disposition of all or substantially all of a company’s undertaking , other than in the ordinary course of its business and subject to certain exceptions set out in the BCBCA,. with the approval of the shareholders by a special resolution.		The CBCA requires approval of the holders of two-thirds of the shares of a corporation represented at a duly called meeting upon a sale, lease or exchange of all or substantially all of the property of the corporation. Each share of the corporation carries the right to vote in respect of a sale, lease or exchange of all or substantially all of the property of the corporation whether or not it otherwise carries the right to vote.
Amending the Charter Documents of the Company		Under the BCBCA, the notice of articles and the articles may be altered as permitted by BCBCA and if the BCBCA does not specify the type of resolution, then as set out in the articles and if neither specify the type of resolution then a special resolution is required. Changes to a company’s authorized share structure or to the special rights and restrictions attached to shares require approval by the type of resolution set out in the articles, which may be an ordinary (50%+1) or special resolution, or if the articles do not specify the type of resolution, by a special resolution.		Under the CBCA, such changes require a resolution passed by not less than two-thirds of the votes cast by shareholders voting on the resolution authorizing the alteration and, where certain specified rights of the holders of a class or series of shares are affected differently by the alteration than the rights of the holders of other classes of shares, or in the case of holders of a series of shares in a manner different from other shares of the same class, a resolution passed by not less than two-thirds of the votes cast by the holders of shares of each class, or series, as the case may be, even if such class or series is not otherwise entitled to vote.

 

 

Amalgamations		Under the BCBCA, an amalgamation requires approval of the shareholders by special resolution. When voting on an amalgamation, each share of a company carries the right to vote, whether or not such shares would otherwise carry the right to vote. Where the rights or special rights or restrictions attached to a class or series of shares would be prejudiced or interfered with by the adoption of an amalgamation agreement, the holders of such class or series of shares must approve the adoption of the amalgamation agreement by s special separate resolution.		Under the CBCA, a resolution to amalgamate a CBCA corporation requires a special resolution passed by the holders of each class or series of shares, whether or not such shares otherwise carry the right to vote, if such class or series of shares are affected differently.
Rights of Dissent and Appraisal		The BCBCA provides that shareholders who dissent to certain actions being taken by a company may exercise a right of dissent and require the company to purchase the shares held by such shareholder at the fair value of such shares. The dissent right is applicable where the company proposes to:  (a) alter the Articles to alter restrictions on the powers of the company or the business it is permitted to carry on; (b) amalgamate with another corporation; (c) adopt and amalgamation agreement or approve an amalgamation; (d) approve and arrangement, if the terms of the arrangement permit dissent; (e) authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking; (f) authorize the continuation of the company out of the jurisdiction; and (g) authorize any other resolution, if dissent is authorized by that resolution.   In addition, the BCBCA provides a dissent remedy in respect of any court order that permits dissent.   Unlike the CBCA, the BCBCA requires that dissent must be exercised with respect to all of shares in respect of which the dissenting shareholder is the registered and beneficial owner (and the dissenting shareholder must cause the registered owner of any such shares beneficially owned by the dissenting shareholder to dissent with respect to all such shares).		The CBCA contains a similar dissent remedy to the BCBCA, although the triggering events and the procedure for exercising this remedy are slightly different than those contained in the BCBCA. Regarding (c) above, under the CBCA, there is no dissent right with respect to a resolution to approve an amalgamation. Under both the CBCA and the BCBCA, there is no right of dissent in respect of an amalgamation between a company and its wholly-owned subsidiary, or between wholly-owned subsidiaries of the same company. The CBCA does not provide for the right to dissent in the circumstances described in (f) under BCBCA, nor in respect of any court order that permits dissent. The CBCA also contains a dissent remedy where a corporation resolves to amend its articles to add, change or remove any provisions restricting or constraining the issue or transfer of shares of a class or to add, change or remove any restrictions on the business or businesses that the corporation may carry on.

 

 

Compulsory Acquisitions		Under the BCBCA, where an acquisition offer is accepted by shareholders holding not less than 90% of the shares, other than shares already held at the date of the offer by the acquiring person or its affiliate, within four months after the offer is made, the acquiring person can, within five months after the offer is made, send written notice to any offeree who did not accept the offer indicating that the acquiring person wishes to acquire the shares of that offeree. Any non-accepting offeree may apply to court within two months after the date of the notice to have the court set the price and terms of payment and make consequential orders and directions that it considers appropriate. If the acquiring person does not send the notice referred to above within one month after becoming entitled to do so, the acquiring person must send a written notice to each non-accepting offeree stating that such offeree may require the acquiring person to purchase the shares owned by that offeree that were subject to the offer, on the same terms and conditions as were set out in the offer.		Under the CBCA, the compulsory acquisition provisions are similar, however, the provisions only apply to distributing corporations, the equivalent of public companies under the BCBCA, whereas the BCBCA provisions apply to all companies. Under the CBCA, the notice and waiting periods are different, as the notice to non-accepting offerees must be sent within 60 days of the expiry of the takeover bid and in any event within 180 days of the date of the takeover bid. Under the CBCA, the offeror must only wait 20 days to transfer the consideration for the shares following the giving of notice to any non-accepting offerees. Also, under the CBCA, the offeror is able to apply to the court to fix the value of the shares, whereas under the BCBCA, the acquiring person must wait for the offeree to do so (which the offeree may do within 2 months after the date of the notice sent by the acquiring person). Under the CBCA, within 90 days of the expiry of the offer or, if the offer was not made to an offeree initially, the day on which the offeree learns of the offer, the offeree can require the offeror to acquire its shares on the same terms as contained within the offer, but the offeror is not required to send a notice to non-accepting offerees notifying them of their right to require the offeror to do so, as under the BCBCA.
Oppression Remedies		Under the BCBCA, a shareholder of a company (including beneficial shareholders and any other person whom the court considers appropriate to seek a remedy) has the right to apply to the court on the grounds that: (i) the affairs of the company are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner  oppressive to one or more of the shareholders, or (ii) that some act of the company has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders. On such an application the court may make such order as it sees appropriate, including an order to prohibit any act proposed by the company and those other orders enumerated in the BCBCA.		The CBCA contains rights that are broader in that they are available to a larger class of complainants in connection with oppression remedies than the BCBCA. Under the CBCA a shareholder, former shareholder, director, former director, officer, former officer of a corporation or any of its affiliates, or any other person who, in the discretion of the court, is a proper person to seek an oppression remedy may apply to the court for an order to rectify the matters complained of where in respect of a corporation or any of its affiliates, any act or omission of the corporation or its affiliates effects a result, or the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted in a manner, or the powers of the directors of the corporation or its affiliates are or have been exercised in a manner, that is oppressive or unfairly prejudicial to, or that unfairly disregards the interests of, any security holder, creditor, director, or officer.

 

 

Shareholder Derivative Actions		Under the BCBCA, a shareholder or director of a company and any person who the court considers appropriate may, with leave of the court, prosecute a legal proceeding in the name and on behalf of the company to (i) enforce a right, duty or obligation owed to the company that could be enforced by the company itself or (ii) to obtain damages for any breach of such a right, duty or obligation.		A broader right to bring a derivative action is contained in the CBCA than in the BCBCA as this right extends to officers, former shareholders, directors or officers of a corporation or its affiliates, and any person, who, in the discretion of the court, is a proper person to make an application to the court to bring a derivative action. In addition, the CBCA permits derivative actions to be commenced, with leave of the court, in the name and on behalf of the subsidiaries of a corporation.
Requisition of Meetings		The BCBCA provides that shareholders of a company who hold in the aggregate at least one-twentieth of the issued shares of the company that carry the right to vote at general meetings may give notice to the directors requiring them to call and hold a general meeting within four months. If the directors do not, within 21 days after the date on which the requisition is received by the company, send notice of a general meeting, the requisitioning shareholders, or any one or more of them holding, in the aggregate, more than one-fortieth of the issued shares of the company that carry the right to vote at general meetings, may send notice of a general meeting to be held to transact the business stated in the requisition.		The CBCA permits the holders of not less than 5% of the issued shares that carry the right to vote at a meeting sought to be held to require the directors to call and hold a meeting of shareholders of a corporation for the purposes stated in the requisition. If the directors do not call a meeting within 21 days of receiving the requisition, any shareholder who signed the requisition may call the meeting.
Shareholder Proposals		The BCBCA provides for shareholder proposals, which are a written notice setting out a matter that a submitter wishes to have considered at the next annual general meeting of a company. Under the BCBCA, the shareholder proposal must be signed by the holders of at least 1% of the issued shares of a company that carry the right to vote at general meetings. Under the BCBCA, one or more holders of shares (whether such shares carry the right to vote or not) having a fair market value of at least $2,000 may also submit a proposal. However, with respect to the BCBCA, the requirement is only applicable to public companies, and the holders submitting a proposal must have held their shares for two years.		As with the BCBCA, the CBCA provides for shareholder proposals, which are a written notice setting out a matter that a submitter wishes to have considered at the next annual general meeting of a company.  Also as with the BCBCA, under the CBCA, the shareholder proposal must be signed by the holders of at least 1% of the issued shares of a company that carry the right to vote at general meetings.
Place of Meetings		The BCBCA provides that general meetings of the shareholders of a company must be held within British Columbia or may be held at a location outside British Columbia if: (i) the location is provided for in the Articles; (ii) the articles do not restrict the company from approving a location outside of British Columbia and the location for the meeting is approved by the resolution required by the Articles for that purpose, or, if no resolution is required by the articles, approved by ordinary resolution; or (iii) written consent of the Registrar of Companies is otherwise obtained prior to the meeting.		The CBCA provides that meetings of shareholders may be held at the place within Canada provided by the by-laws, or in the absence of such provision, at the place within Canada that the directors determine. Also, meetings of shareholders may be held outside of Canada if the place is specified in the Articles.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·

the achievement of corporate objectives, such as financings, partnerships and other business development, and consideration of those achievements in light of budgetary constraints and other challenges facing the Corporation;

 

·

the Corporation’s financial condition;

 

·

the Corporation’s share price and market capitalization; and

 

·

the advancement of our product candidates, both preclinical and clinical.

 

Name and Principal Position		Year		Salary ($)				Bonus ($)(1)				Option Awards ($)(2)				Non-Equity Incentive Plan Compensation ($)(3)				All Other Compensation ($)(4)				Total ($)
Rostislav Raykov, Chief		2010			101,220				-				787,227-				-				-				888,447
Executive Officer(5)		2009			11,572				-				-				-				-				11,572
Robert Andrade, Chief		2010			101,220				-				787,227				-				-				888,447
Financial Officer(6)		2009			11,572				-				-				-				-				11,572
Dr. Thomas Spector(7)		2010			130,224				-				787,227				-				-				917,451
Chief Scientific Officer		2009			45,831				-				-				-				-				45,831
Dr. William P. Peters		2010			-				-				-												-
Former Chief Executive		2009			298,623				115,000				-				-				-				413,623
Officer and Chairman(8)
James A. Klein, Jr.		2010			-				-				-												-
Previously Chief Financial		2009			180,934				35,000				-				-				-				215,934
Officer(9)
Dr. Robin J. Norris		2010			-				-				-								-				-
Previously President and		2009			208,000				35,000				9,000				-				-				252,000
Chief Operating Officer(10)
D. Scott Murray,		2010			-				-				-				-				-				-
Previously Senior Vice		2009			123,822				65,000				-				-				-				188,822
President, General Counsel
and Secretary(11)

 

(1)	Represents cash incentive awards in respect to fiscal 2008 and disbursed in the first quarter of 2009 as detailed in the Company’s 2009 proxy.

(2)

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.  Dollar value amounts are based on individual grants of 17,493,938 options on August 18, 2010 at an exercise price of CAD $0.045, which options expire on August 18, 2017 and vested in full on the date of grant.

(3)

The term “incentive plan” means any plan providing compensation intended to serve as incentive for performance to occur over a specified period, whether such performance is measured by reference to financial performance of the Corporation, the Corporation's stock price, or any other performance measure.  An “equity incentive plan” is an incentive plan or portion of an incentive plan under which awards are granted that fall within the scope of SFAS 123(R).  A “non-equity incentive plan” is an incentive plan or portion of an incentive plan that is not an equity incentive plan.

(4)	Consists of the taxable benefit for premiums paid for group term life insurance, long term disability and long term care insurance.

(5)	Mr. Raykov joined the Corporation in July 2009.

(6)	Mr. Andrade joined the Corporation in July 2009.

(7)	Dr. Spector joined the Corporation in July 2009

(8)	Dr. Peters’ employment relationship with the Corporation terminated effective July 2009.

(9)	Mr. Klein resigned from the Corporation in September 2009.

(10)	Dr. Norris’ employment with the Corporation ended in December 2009.

(11)	Mr. Murray’s employment with the Corporation ended in July 2009.

 

Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($) (1)			Option Expiration Date
Rostislav Raykov			17,493,939	(36)			—			CAD$	0.045		08/18/2017
Robert Andrade			17,493,939	(36)			—			CAD$	0.045		08/18/2017
Dr. William P. Peters			750,000	(2)			—			CAD$	1.65		07/02/2012
			70,217	(3)			—			CAD$	2.25		07/02/2012
			700,000	(4)			—			CAD$	2.25		07/02/2012
			234,000	(5)			—			CAD$	2.90		07/02/2012
			32,000	(6)			—			CAD$	1.95		07/02/2012
			441,601	(7)			—				1.20		07/02/2012
			192,000	(8)			—				1.20		07/02/2012
			150,000	(9)			—				1.10		07/02/2012
			30,000	(10)			—				0.88		07/02/2012
			400,000	(11)			—				0.28		07/02/2012
			3,000,000	(12)			—				0.63		07/02/2012
			666,667	(13)			—				0.28		07/02/2012
			2,000,000	(14)			—				0.38		07/02/2012
James A. Klein, Jr.			200,000	(15)			—			CAD$	2.65		04/26/2011
			15,000	(16)			—			CAD$	2.90		05/21/2011
			5,000	(17)			—			CAD$	1.95		12/17/2011
			13,500	(18)			—				1.20		09/4/2012
			39,000	(19)			—				0.88		09/4/2012
			50,000	(20)			—				0.28		09/4/2012
			900,000	(21)							0.63		09/4/2012
			300,000	(22)							0.28		09/4/2012
			400,000	(23)			—				0.38		09/4/2012
Dr. Robin J. Norris			36,400	(26)			—			CAD$	2.90		05/21/2011
			15,000	(27)			—				1.20		09/21/2012
			45,000	(28)			—				0.88		12/14/2012
			75,000	(29)			-				0.28		02/28/2014
			1,000,000	(30)			-				0.63		04/30/2014
			300,000	(31)							0.28		12/03/2014
			400,000	(32)			—				0.38		02/27/2015
			200,000	(33)			—				0.06		08/18/2016
Dr. Thomas Spector			10,000	(34)			—			CAD$	2.20		09/24/2011
			60,000	(35)			20,000			CAD$	1.35		07/01/2012
			17,493,939	(36)			—			CAD$	0.045		08/18/2017

 

(1)	The current Stock Option Plan provides for grants denominated in US and CAD dollars.

(2)	750,000 options were granted on: 2/19/2003 and vest as follows: 250,000 on 2/19/2003; 250,000 on 2/19/2004, and 250,000 on 2/19/2005

(3)	70,217 options were granted on: 12/30/2003 and vest as follows: 70,217 on 12/30/2003

(4)	700,000 options were granted on: 12/30/2003 and vest as follows: 233,334 on 12/30/2003, 233,333 on 12/30/2004 and 233,333 on 12/30/2005

(5)	234,000 options were granted on: 5/21/2004 and vest as follows: 234,000 on 5/21/2004

(6)	32,000 options were granted on: 12/17/2004 and vest as follows: 32,000 on 12/17/2004

(7)	441,601 options were granted on: 4/5/2005 and vest as follows: 441,601 on 4/5/2005

(8)	192,000 options were granted on: 4/5/2005 and vest as follows: 192,000 on 4/5/2005

(9)	150,000 options were granted on: 10/14/2005 and vest as follows: 50,000 on 10/14/2006; 50,000 on 10/14/2007 and 50,000 on 10/14/2008

(10)	30,000 options were granted on: 12/14/2005 and vest as follows: 10,000 on 12/14/2006; 10,000 on 12/14/2007 and 10,000 on 12/14/2008

(11)	400,000 options were granted on: 2/28/2007 and vest as follows: 133,334 on 2/28/2007; 133,333 on 2/29/2008 and 133,333 on 2/28/2009

(12)	3,000,000 options were granted on: 4/30/2007 and vest as follows: 1,000,000 on 4/30/2007; 1,000,000 on 4/30/2008 and 1,000,000 on 4/30/2009

(13)	1,000,000 options were granted on: 12/03/2007 and vest as follows: 333,334 on 12/03/2007; 333,333 on 12/03/2008.  The remaining 333,333 options scheduled to vest on 12/03/2009 were cancelled on July 2, 2009 in accordance with Dr. Peter’s separation and mutual release agreement.

(14)	2,000,000 options were granted on: 2/27/2008 and vest as follows: 2,000,000 on 2/27/2008

(15)	200,000 options were granted on: 4/26/2004 and vest as follows: 50,000 on 7/24/2004 ; 50,000 on 4/26/2005 and 50,000 on 4/26/2006 ; 50,000 on 4/26/2007

(16)	15,000 options were granted on: 5/21/2004 and vest as follows: 5,000 on 12/17/2004 ; 5,000 on 5/21/2006 and 5,000 on 5/21/2007

(17)	5,000 options were granted on: 12/17/2004 and vest as follows: 1,667 on 12/17/2005 ; 1,666 on 12/17/2006 and 1,667 on 12/17/2007

(18)	13,500 options were granted on: 9/21/2005 and vest as follows: 4,500 on 9/21/2006 ; 4,500 on 9/21/2007 and 4,500 on 9/21/2008

(19)	39,000 options were granted on: 12/14/2005 and vest as follows: 13,000 on 12/14/2006 ; 13,000 on 12/14/2007 and 13,000 on 12/14/2008

(20)	50,000 options were granted on: 2/28/2007 and vest as follows: 16,667 on 2/28/2007; 16,666 on 2/29/2008 and 16,667 on 2/28/2009

(21)	900,000 options were granted on: 4/30/2007 and vest as follows: 300,000 on 4/30/2007; 300,000 on 4/30/2008 and 300,000 on 4/30/2009

(22)	300,000 options were granted on: 12/03/2007 and vest as follows: 100,000 on 12/03/2007; 100,000 on 12/03/2008 and 100,000 on 12/03/2009

(23)	400,000 options were granted on: 2/27/2008 and vest as follows: 400,000 on 2/27/2008

(24)	40,000 options were granted on: 5/3/2003 and vest as follows: 13,334 on 5/3/2004 ; 13,333 on 5/3/2005 and 13,333 on 5/3/2006

(25)	75,600 options were granted on: 12/30/2003 and vest as follows: 25,200 on 12/30/2004 ; 25,200 on 12/30/2005 and 25,200 on 12/30/2006

(26)	36,400 options were granted on: 5/21/2004 and vest as follows: 10,000 on 12/17/2004 ; 14,266 on 5/21/2006 and 12,134 on 5/21/2007

(27)	15,000 options were granted on: 9/21/2005 and vest as follows: 5,000 on 9/21/2006 ; 5,000 on 9/21/2007 and 5,000 on 9/21/2008

(28)	45,000 options were granted on: 12/14/2005 and vest as follows: 15,000 on 12/14/2006 ; 15,000 on 12/14/2007 and 15,000 on 12/14/2008

(29)	75,000 options were granted on: 2/28/2007 and vest as follows: 25,000 on 2/28/2007; 25,000 on 2/29/2008 and 25,000 on 2/28/2009

(30)	1,000,000 options were granted on: 4/30/2007 and vest as follows: 333,334 on 4/30/2007; 333,333 on 4/30/2008 and 333,333 on 4/30/2009

(31)	300,000 options were granted on: 12/03/2007 and vest as follows: 100,000 on 12/03/2007; 100,000 on 12/03/2008 and 100,000 on 12/03/2009

(32)	400,000 options were granted on: 2/27/2008 and vest as follows: 400,000 on 2/27/2008

(33)	200,000 options were granted on: 8/18/2009 and vest as follows: 200,000 on 8/18/2009.

(34)	10,000 options were granted on: 09/24/2004

(35)	80,000 options were granted on: 07/01/2005 with 20,000 excerisable on July 1, 2012.

(36)	17,493,939 options were granted on 08/18/2010 with all 17,493,939 immediately exercisable.

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)(1)				Non-equity incentive plan compensation ($)				Nonqualified deferred compensation earnings ($)				All other compensation ($)				Total ($)
Mr. Breen			—				—				207,165				—				—				—				207,165
Mr. Bussandri			—				—				207,165				—				—				—				207,165
Mr. Butts			—				—				—				—				—				—				—
Mr. Lieberman			—				—				—				—				—				—				—
Dr. Porter			—				—				207,165				—				—				—				207,165

 

 

 

 

 

 

 

 

 

(i)

is or, at any time since the beginning of Adherex’s most recent completed financial period, has been indebted to Adherex or any of its subsidiaries; or

 

(ii)

was indebted to another entity, which indebtedness is, or was at any time during Adherex’s most recent completed financial period, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Adherex or any of its subsidiaries.

 

 

 

 

 

Plan Category		(a) Number of securities to be issued upon exercise of outstanding options warrants and rights (*)				(b) Weighted-average exercise price of outstanding options, warrants and rights				(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a))
Equity compensation plans approved			12,970			$	0.55				9,557
by security holders			70,210			CAD$	0.07
Equity compensation plans not approved by security holders			-				-				-
Total			83,180				-				9,557

 

 

 

 

 

 

 

 

 

 

 

 

Director		Attendance at Board Meetings		Committees		Attendance at Committee Meetings
Robert W. Butts		10/11		Audit Committee, Governance Committee, Compensation Committee		7/7
Robert C Andrade		11/11				N/A
William G. Breen		11/11		Audit Committee, Governance Committee, Compensation Committee		6/6
Claudio F. Bussandri		10/11		Audit Committee, Governance Committee, Compensation Committee		6/6
David Lieberman		3/3		Governance Committee, Compensation Committee		2/2
Arthur T. Porter		11/11		Audit Committee		4/4
Rostislav Raykov		11/11				N/A

 

 

 

 

 

·

adoption of a strategic plan;

·

approval of the annual operating and capital expenditure budgets;

·

identification of the principal risks of the business and ensuring the implementation of the appropriate systems to manage these risks;

·

succession planning, including appointing and monitoring senior management;

·

adoption of a communications policy;

·

approval of acquisitions, dispositions, investments and financings that exceed certain prescribed limits;

·

integrity of the internal control and management information systems; and

·

development of clear position descriptions for directors, including the Chair of the Board, the Chair of each Board committee and, together with the CEO, a clear position description for the CEO.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

		Fiscal Year  2010				Fiscal Year  2009
Audit Fees (1)			46,200			$	63,000
Audit-Related Fees (2)			118,238				-
Tax Fees (3)			9,250				11,250
All Other Fees (4)			-				-
Total		$	173,688			$	74,250

(1)

Audit Fees include fees for the standard audit work that needs to be performed each year in order to issue an opinion on the consolidated financial statements of the Corporation and to issue reports on the local statutory and regulatory financial statements.  It also includes fees for services that can only be provided by the Corporation’s auditor such as auditing of non-recurring transactions and application of new accounting policies.

(2)

Audit-Related Fees include fees for those other assurance services provided by auditors but not restricted to those that can only be provided by the auditor signing the audit report, which includes reviews of quarterly financial results, consents and comfort letters and any other audit services required for U.S. Securities and Exchange Commission or other regulatory filings.

(3)	Tax Fees include fees for periodic tax consultations and compliance services in various local, regional and national tax jurisdictions.

(4)	All Other Fees include fees for products and services other than Audit Fees, Audit Related Fees and Tax Fees.

Submitted By:

THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Arthur T. Porter, Chair

Robert W. Butts

Claudio Bussandri

William G. Breen

 

 

 

 

 

 

 

 

 

 

 

 

	BY ORDER OF THE BOARD OF DIRECTORS
	ss/ Rostislav Raykov
	Rostislav Raykov
	Chief Executive Officer, Member of Board