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•	Level 1 inputs are quoted market prices for identical instruments available in active markets.

•	Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a contractual term, the input must be observable for substantially the full term. An example includes quoted market prices for similar assets or liabilities in active markets.

•	Level 3 inputs are unobservable inputs for the asset or liability and will reflect management’s assumptions about market assumptions that would be used to price the asset or liability.

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•	revenue earned from our legacy collaborative partnerships and licensing agreements, including royalty payments from Alnylam and royalties from sales of Marqibo from Spectrum;

•	revenue earned from ongoing collaborative partnerships, including milestone and royalty payments;

•	the extent to which we continue the development of our product candidates, add new product candidates to our pipeline, or form collaborative relationships to advance our products;

•	our decisions to in-license or acquire additional products or technology for development, in particular for our HBV therapeutics programs;

•	our ability to attract and retain corporate partners, and their effectiveness in carrying out the development and ultimate commercialization of our product candidates;

•	whether batches of drugs that we manufacture fail to meet specifications resulting in delays and investigational and remanufacturing costs;

•	the decisions, and the timing of decisions, made by health regulatory agencies regarding our technology and products;

•	competing technological and market developments; and

•	costs associated with prosecuting and enforcing our patent claims and other intellectual property rights, including litigation and arbitration arising in the course of our business activities.

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(a)

The Subscriber hereby commits, subject only to the satisfaction or written waiver by the Subscriber of the conditions precedent set forth in Section 4.2, to subscribe for and purchase the Tier 1 Preferred Shares from the Company for the Tier 1 Subscription Amount payable as described in Section 3.3(a), which, upon acceptance by the Company, will constitute a binding commitment by the Company, subject only to the satisfaction or written waiver by the Company of the conditions precedent set forth in Section 4.3, to issue to the Subscriber the Tier 1 Preferred Shares, all on the terms and subject to the conditions set out in this Subscription Agreement.

(b)	The Tier 1 Preferred Shares will be issued and registered in the name of the Subscriber as per the instructions on page 1 of this Subscription Agreement without registration of the Tier 1 Preferred Shares under the U.S. Securities Act or qualified by prospectus under any Securities Law.

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(a)

The Subscriber hereby commits, subject only to the satisfaction or written waiver by the Subscriber of the conditions precedent set forth in Section 4.5, to subscribe for and purchase the Tier 2 Preferred Shares from the Company for the Tier 2 Subscription Amount payable as described in Section 3.3(b), which, upon acceptance by the Company, will constitute a binding commitment by the Company, subject only to the satisfaction or written waiver by the Company of the conditions precedent set forth in Section 4.6, to issue to the Subscriber the Tier 2 Preferred Shares, all on the terms and subject to the conditions set out in this Subscription Agreement.

(b)

If the conditions for the purchase and sale of the Tier 2 Preferred Shares are satisfied (or waived by the Party entitled to do so), the Tier 2 Preferred Shares will be issued and registered in the name of the Subscriber as per the instructions on page 1 of this Subscription Agreement without registration of the Tier 1 Preferred Shares under the U.S. Securities Act or qualified by prospectus under any Securities Law.

(a)	The Tier 1 Subscription Amount shall be paid at the Tier 1 Closing Time by a direct funds transfer or a wire transfer to the Company arranged with the Company in advance.

(b)	The Tier 2 Subscription Amount shall be paid at the Tier 2 Closing Time by a direct funds transfer or a wire transfer to the Company arranged with the Company in advance.

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(a)	the Subscriber shall have received a written waiver from the Company of the provisions of the Standstill Agreement that would otherwise prohibit the execution of this Subscription Agreement or the consummation of the transactions contemplated hereby, including the Subscriber’s acquisition of the Tier 1 Preferred Shares;

(b)	the Subscriber having received evidence, in a form satisfactory to the Subscriber and its legal counsel, acting reasonably, of the alteration to the Company’s constating documents to reflect the Preferred Shares rights and restrictions substantially as set out in Schedule “B”;

(c)	the Subscriber having received an opinion from the Company’s counsel as to the matters set out in Schedule “C”;

(d)	the Subscriber and its legal counsel receiving a certificate from the Company, in form and substance acceptable to the Subscriber and its legal counsel, acting reasonably, dated the Tier 1 Closing Date signed by the Chief Executive Officer or Chief Financial Officer (or such other officer(s) acceptable to the Subscriber) certifying:

(i)	the constating documents of the Company;

(ii)

the resolutions of the Company Board and the ad hoc independent committee of the Company Board (comprised of all of the members of the Audit Committee of the Company) and any other corporation authorization related to the Offering, the allotment and sale of the Tier 1 Preferred Shares, the reservation of the Underlying Common Shares, the authorization of this Subscription Agreement, the Amending Agreements and the other agreements and transactions contemplated by this Subscription Agreement; and

(iii)	the incumbency and signatures of signing officers of the Company;

(e)	the Subscriber and its legal counsel receiving certificates of good standing and/or compliance (or the equivalent) from the Company with respect to the Company and each Subsidiary, in each case dated no earlier than two (2) Business Days prior to the Tier 1 Closing Date;

(f)	the Subscriber and its legal counsel receiving confirmation from the Company's duly appointed registrar and transfer agent for the Common Shares dated no earlier than two (2) Business Days prior to the Tier 1 Closing Date as to the issued and outstanding Common Shares;

(g)

all covenants, agreements and conditions contained in this Subscription Agreement to be performed by the Company on or prior to the Tier 1 Closing Date shall have been performed or complied with in all material respects, and the Subscriber and its legal counsel shall have received a certificate from the Company in form and substance acceptable to the Subscriber and its legal counsel, acting reasonably, dated the applicable date signed by the Chief Executive Officer and the Chief Financial Officer of the Company in each case certifying for and on behalf of the Company, as the case may be, and not in their personal capacities, after having made due inquiries, with respect to the following matters:

(i)	the Company having complied with all the covenants in all material respects (or, if qualified by materiality, in all respects) and satisfied all the terms and conditions of this Subscription Agreement on its part to be complied with and satisfied at or prior to the Tier 1 Closing Time;

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(ii)	there being no Order having the effect of prohibiting the sale of the Tier 1 Preferred Shares or any of the Company’s issued securities, and no proceeding for such purpose being pending or, to the Company’s knowledge, threatened under any applicable Securities Laws; and

(iii)

the representations and warranties of the Company contained in this Subscription Agreement and in any certificates of the Company delivered pursuant to or in connection with this Subscription Agreement being true and correct in all material respects (or, if qualified by materiality, in all respects) at the Tier 1 Closing Time, with the force and effect as if made on and as at such Tier 1 Closing Time, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties shall be true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date;

(h)	the Subscriber not having exercised any rights of termination set forth in Sections 8.1 or 8.3 hereof;

(i)	there being no Order having the effect of prohibiting the sale of the Tier 1 Preferred Shares or any of the Company’s issued securities, and no proceeding for such purpose being pending or, to the Company’s knowledge, threatened under any applicable Securities Laws; and

(j)	the Company having obtained all necessary approvals and consents required for the Company to consummate the transactions contemplated herein to be consummated at the Tier 1 Closing, including from NASDAQ with respect to the listing of the Underlying Common Shares on such exchange, all of which shall be and remain so long as necessary in full force and effect.

(a)

the (i) sale of the Tier 1 Preferred Shares by the Company to the Subscriber being exempt from the requirements as to the filing of a prospectus and as to the preparation of an offering memorandum or similar document contained in any applicable Securities Laws or upon the issuance of such Orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum or similar document and (ii) offer and sale of the Tier 1 Preferred Shares being exempt from the registration requirements of the U.S. Securities Act and applicable Securities Laws;

(b)	the sale of the Tier 1 Preferred Shares by the Company to the Subscriber being exempt from the formal valuation and minority approval requirements set out in MI 61-101;

(c)	there being no Order having the effect of prohibiting the sale of the Tier 1 Preferred Shares or any of the Company’s issued securities, and no proceeding for such purpose being pending or, to the Company’s knowledge, threatened under any applicable Securities Laws;

(d)	all covenants, agreements and conditions contained in this Subscription Agreement to be performed by the Subscriber on or prior to the Tier 1 Closing Date shall have been performed or complied with in all material respects;

(e)	the Company not having exercised any rights of termination set forth in Sections 8.2 or 8.3 hereof;

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(f)

the Subscriber having delivered to the Company payment by direct funds transfer or wire transfer in satisfaction of the Tier 1 Subscription Amount for the Tier 1 Preferred Shares and having properly completed, signed and delivered any further documentation as required under the Securities Laws, which the Subscriber covenants and agrees to do on or prior to the Tier 1 Closing Time on the Tier 1 Closing Date upon the prior written request by the Company; and

(g)	the Company having obtained all necessary approvals and consents required for the Company to consummate the transactions contemplated herein to be consummated at the Tier 1 Closing, including from NASDAQ to the extent required with respect to the listing of the Underlying Common Shares on such exchange, all of which shall be and remain so long as necessary in full force and effect.

(a)	the Subscriber receiving a written waiver from the Company of the provisions of the Standstill Agreement that would otherwise prohibit the execution of this Subscription Agreement or the consummation of the transactions contemplated hereby, including the Subscriber’s acquisition of the Tier 2 Preferred Shares;

(b)	the Company obtaining the Company Shareholder Approval at the Company Meeting;

(c)	the Company adopting and filing the Articles of Amendment with the applicable Governmental Entity;

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(d)	the Subscriber receiving an opinion from the Company’s counsel as to the matters set out in Schedule “C”;

(e)	the Subscriber and its legal counsel receiving a certificate from the Company, in form and substance acceptable to the Subscriber and its legal counsel, acting reasonably, dated the Tier 2 Closing Date signed by the Chief Executive Officer or Chief Financial Officer (or such other officer(s) acceptable to the Subscriber) certifying:

(i)	the constating documents of the Company;

(ii)

the resolutions of the Company Board and the ad hoc independent committee of the Company Board (comprised of all of the members of the Audit Committee of the Company) and any other corporation authorization related to the Offering, the allotment and sale of the Tier 2 Preferred Shares, the reservation of the Underlying Common Shares, the authorization of this Subscription Agreement, and the other agreements and transactions contemplated by this Subscription Agreement; and

(iii)	the incumbency and signatures of signing officers of the Company;

(f)	the Subscriber and its legal counsel receiving certificates of good standing and/or compliance (or the equivalent) from the Company with respect to the Company and each Subsidiary, in each case dated no earlier than two (2) Business Days prior to the Tier 2 Closing Date;

(g)	the Subscriber and its legal counsel receiving confirmation from the Company's duly appointed registrar and transfer agent for the Common Shares and Preferred Shares dated no earlier than two (2) Business Days prior to the Tier 2 Closing Date as to the issued and outstanding Common Shares and Preferred Shares;

(h)

all covenants, agreements and conditions contained in this Subscription Agreement to be performed by the Company on or prior to the Tier 2 Closing Date shall have been performed or complied with in all material respects, and the Subscriber and its legal counsel shall have received a certificate from the Company in form and substance acceptable to the Subscriber and its legal counsel, acting reasonably, dated the applicable date signed by the Chief Executive Officer and the Chief Financial Officer of the Company in each case certifying for and on behalf of the Company, as the case may be, and not in their personal capacities, after having made due inquiries, with respect to the following matters:

(i)	the Company having complied with all the covenants in all material respects (or, if qualified by materiality, in all respects) and satisfied all the terms and conditions of this Subscription Agreement on its part to be complied with and satisfied at or prior to the Tier 2 Closing Time;

(ii)	there being no Order having the effect of prohibiting the sale of the Tier 2 Preferred Shares or any of the Company’s issued securities, and no proceeding for such purpose being pending or, to the Company’s knowledge, threatened under any applicable Securities Laws; and

(iii)

the Fundamental Company Representations and Warranties contained in this Subscription Agreement and in any certificates of the Company delivered pursuant to or in connection with this Subscription Agreement being true and correct in all material respects (or, if qualified by materiality, in all respects) at the Tier 2 Closing Time, with the force and effect as if made on and as at such Tier 2 Closing Time, except for such representations and warranties which are in respect of a specific date in which case such representations and warrantied shall be true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, except for any inaccuracy, individually or in the aggregate, that would not result in a Material Adverse Effect on the Company;

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(i)	the Subscriber not having exercised any rights of termination set forth in Sections 8.1 or 8.3 hereof;

(j)	there being no Order having the effect of prohibiting the sale of the Tier 2 Preferred Shares or any of the Company’s issued securities, and no proceeding for such purpose being pending or, to the Company’s knowledge, threatened under any applicable Securities Laws; and

(k)	the Company having obtained all necessary approvals and consents required for the Company to consummate the transactions contemplated herein to be consummated at the Tier 2 Closing, including from NASDAQ to the extent required with respect to the listing of the Underlying Common Shares on such exchange.

(a)	the Company obtaining the Company Shareholder Approval at the Company Meeting;

(b)

the (i) sale of the Tier 2 Preferred Shares by the Company to the Subscriber being exempt from the requirements as to the filing of a prospectus and as to the preparation of an offering memorandum or similar document contained in any applicable Securities Laws or upon the issuance of such Orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum or similar document and (ii) offer and sale of the Tier 2 Preferred Shares being exempt from the registration requirements of the U.S. Securities Act and applicable Securities Laws;

(c)	the Company having obtained all necessary approvals and consents required for the Company to consummate the transactions contemplated herein to be consummated at the Tier 2 Closing, including from NASDAQ to the extent required with respect to the listing of the Underlying Common Shares on such exchange;

(d)	there being no Order having the effect of prohibiting the sale of the Tier 2 Preferred Shares or any of the Company’s issued securities, and no proceeding for such purpose being pending or, to the Company’s knowledge, threatened under any applicable Securities Laws

(e)	all covenants, agreements and conditions contained in this Subscription Agreement to be performed by the Parties on or prior to the Tier 2 Closing Date shall have been performed or complied with in all material respects;

(f)	the Company not having exercised any rights of termination set forth in Sections 8.2 or 8.3 hereof; and

(g)

the Subscriber having delivered to the Company payment by direct funds transfer or wire transfer in satisfaction of the Tier 2 Subscription Amount for the Tier 2 Preferred Shares and having properly completed, signed and delivered any further documentation as required under the Securities Laws, which the Subscriber covenants and agrees to do on or prior to the Tier 2 Closing Time on the Tier 2 Closing Date upon the prior written request by the Company.

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(a)

the Company and each Subsidiary is duly organized and validly existing under the Laws of their respective jurisdictions of incorporation, amalgamation, arrangement or continuance, and the Company and the Subsidiaries are in good standing with the corporate governmental authorities of such jurisdictions with respect to the filing of annual returns and such other filings as are necessary to maintain their corporate existence and that each of the Company and the Subsidiaries has full corporate power to conduct its business as such business is now being conducted;

(b)

the securities of the Subsidiaries are held directly by the Company as set out in the Company’s Public Record, free and clear of all Liens and the Company is entitled to the full beneficial ownership of all such shares in the Subsidiaries. All of such shares in the capital of the Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid shares and no person, other than the Company has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Company of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Subsidiaries or any other security convertible into or exchangeable for any such shares;

(c)

the Company and each of the Subsidiaries is, in all material respects, conducting its business in compliance with all applicable Laws, rules and regulations of each jurisdiction in which its business is carried on and each is licensed, registered or qualified in all jurisdictions in which it is required to be licensed, registered or qualified and all such licenses, registrations and qualifications are valid, subsisting and in good standing and neither the Company nor any of the Subsidiaries has received a notice of non-compliance, or knows of, or has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Laws, rules, regulations, licenses, registrations and qualifications which could have a Material Adverse Effect on the Company or any of the Subsidiaries;

(d)

the Company has the requisite power and authority to enter into and perform its obligations under the Subscription Agreement and to issue the Offered Shares in accordance with the terms hereof, and the execution and delivery of this Subscription Agreement and the performance by the Company of its obligations hereunder and the transactions contemplated hereby, including the issuance of the Offered Shares, have been duly authorized by all necessary corporate action of the Company (except that the consummation of the Tier 2 Closing requires receipt of the Company Shareholder Approval at the Company Meeting) and this Subscription Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, provided that enforcement thereof may be limited by Laws affecting creditors’ rights generally;

(e)	other than the Company Shareholder Approval, no vote or consent of the holders of any class or series of capital stock of the Company or any of its affiliates is necessary to approve this Subscription Agreement or the transactions contemplated hereby and shareholder approval is not required under NASDAQ Listing Rule 5635;

(f)	the execution and delivery of this Subscription Agreement and the fulfillment of the terms hereof by the Company and the issuance, sale and delivery of the Offered Shares do not and will not require the consent, approval, authorization, registration or qualification of or with any Governmental Entity, stock

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(g)

neither the Company nor any of the Subsidiaries is in default or breach of, and the execution and delivery of this Subscription Agreement, the fulfillment of the terms hereof by the Company and the issuance, sale and delivery of the Offered Shares, do not and will not result in a breach of or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, and do not and will not conflict with the notice of articles or articles (or equivalent documents) of the Company or its Subsidiaries, any resolutions of the shareholders or directors of the Company or its Subsidiaries, the terms of any material agreement, or any Order, statute, rule or regulation applicable to any of them including applicable Securities Laws, which breach or default has had or would reasonably be expected to have a Material Adverse Effect on the Company;

(h)

all necessary corporate action will have been taken to validly create, authorize, reserve and issue the Offered Shares and, upon payment by the Subscriber of the aggregate Subscription Amount, will, when issued, be validly issued as fully paid and non-assessable Preferred Shares in the capital of the Company and free of any Liens, rights of first refusal or any kind of transfer restrictions other than as required by applicable Securities Laws and the holder of such Offered Shares shall be entitled to all rights afforded to a holder of Preferred Shares;

(i)	the authorized capital of the Company consists of an unlimited number of Common Shares and an unlimited number of Preferred Shares, of which, as of the close of business on September 29, 2017, 55,026,995 Common Shares and no Preferred Shares were outstanding as fully paid and non-assessable shares of the Company;

(j)

other than as disclosed in the Company’s Public Record, there are no outstanding options, warrants, rights (including conversion or pre-emptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any Common Shares or Preferred Shares, or any securities convertible into or exchangeable for Common Shares, Preferred Shares or any other equity interests;

(k)	CST Trust Company, at its principal office in Vancouver, British Columbia, is the duly appointed registrar and transfer agent for the Common Shares and Preferred Shares of the Company;

(l)

the Common Shares are registered pursuant to Section 12(b) of the U.S. Exchange Act and listed for trading on NASDAQ, and, except for such listing, no securities of the Company are listed on any other stock or securities exchange or market or registered under any Securities Laws. No delisting, suspension of trading or cease trading order with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened in writing;

(m)	to the knowledge of the Company, as of the date of this Subscription Agreement, no inquiry, review or investigation (formal or informal) of the Company by any securities commission or similar regulatory authority under applicable Securities Laws, or NASDAQ is in effect or ongoing or reasonably expected to be implemented or undertaken;

(n)	the Company is a “reporting issuer” in each of the provinces of Canada;

(o)	no order ceasing or suspending trading in the securities of the Company or prohibiting the sale of the Offered Shares has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of Company, contemplated or threatened by any regulatory authority;

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(p)	other than as disclosed in the Company’s Public Record, no person now has any agreement or option or right or privilege (whether at Law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company or any of the Subsidiaries;

(q)	since December 31, 2016, other than as disclosed in the Public Record or by the Company in writing to the Subscriber:

(i)	there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries, on a consolidated basis;

(ii)	there has not been any material change in the capital stock or long-term debt of the Company and the Subsidiaries, on a consolidated basis; and

(iii)	the Company and the Subsidiaries have carried on their respective businesses in the ordinary course;

(r)

as of their respective dates, the financial statements of the Company included in the SEC Reports (as defined below) complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (GAAP) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments);

(s)	there are no material off-balance sheet transactions, arrangements or obligations (including contingent obligations) of the Company or the Subsidiaries with unconsolidated entities or other persons that have had or would reasonably be expected to have a Material Adverse Effect on the Company;

(t)

the Company and each Subsidiary maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the U.S. Exchange Act) which is designed to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(u)

to the knowledge of the Company, neither the Company nor any of the Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (i) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company; (ii) any material illegal act or fraud related to the business of the Company that involves the Company’s management or other employees; or (iii) any material claim or allegation regarding any of the foregoing;

(v)

the Company has established disclosure controls and procedures (as such term is defined in Rule 13a- 15(e) and 15d-15(e) under the U.S. Exchange Act) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the U.S. Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms;

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(w)	the Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the U.S. Exchange Act (such date, the Evaluation Date);

(x)	the Company presented in its most recently filed annual report on Form 10-K or quarterly report on Form 10-Q, as applicable, under the U.S. Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date;

(y)	since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the U.S. Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting;

(z)

neither the Company nor any Subsidiary is insolvent and is able to meet all of its financial liabilities as they become due and no winding-up, liquidation, dissolution or bankruptcy proceedings have been commenced or are being commenced or contemplated by the Company or any Subsidiary, and no merger, consolidation, amalgamation, sale of all or substantially all of the assets or sale of the business of the Company or any of its Subsidiaries have been commenced or are being commenced or contemplated by the Company or any of its Subsidiaries and neither the Company nor any Subsidiary has knowledge of any such proceedings or transactions having been commenced or being contemplated in respect of the Company or any of its Subsidiaries by any other party;

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(a)

the Company agrees to convene and conduct the Company Meeting for the purpose of obtaining approval of the Company Shareholder Approval and shall not, except as required for quorum purposes, as required by Securities Law, or otherwise as permitted under this Subscription Agreement, adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Company Meeting without the Subscriber’s prior written consent, such consent not to be unreasonably withheld or delayed;

(b)

as promptly as reasonably practicable following execution of this Subscription Agreement, the Company shall prepare the Company Circular, together with any other documents required by applicable Securities Laws, and cause it to be filed in all jurisdictions where the same is required to be filed, in each case, in accordance with all applicable Securities Laws, including, without limitation, Section 14 of the U.S. Exchange Act and Regulation 14A promulgated thereunder. To the extent the SEC reviews the Company Circular, the Company shall each use commercially reasonable efforts to respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC (or its staff) concerning the Company Circular, and to have the Company Circular cleared by the SEC as promptly as reasonably practicable after such filing;

(c)

as promptly as reasonably practicable after the tenth calendar day following the Company’s filing of the preliminary Company Circular with the SEC (if the SEC does not review the Company Circular) or after the preliminary Company Circular is cleared by the SEC (if the SEC reviews the Company Circular), the Company shall cause the definitive Company Circular to be mailed or otherwise delivered to Shareholders and otherwise filed in all jurisdictions where the same is required to be filed, in each case, in accordance with all applicable Securities Laws, including, without limitation, Section 14 of the U.S. Exchange Act and Regulation 14A promulgated thereunder;

(d)

the Company shall ensure that the Company Circular complies in all material respects with all applicable Securities Laws, including, without limitation, the rules applicable to proxy statements on Schedule 14A promulgated under Regulation 14A under the U.S. Exchange Act, and without limiting the generality of the foregoing, that the Company Circular contains sufficient detail to permit the Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting. The Company shall ensure that all proxies solicited by it and any of its representatives in connection with the Company Meeting are solicited in compliance with all applicable Securities Laws, including, without limitation, Section 14 of the U.S. Exchange Act and Regulation 14A promulgated thereunder;

(e)

the Company shall give the Subscriber and its legal counsel a reasonable opportunity to review and comment on the Company Circular and, in the case of review by the SEC, responses to SEC comments. The Company Circular shall be reasonably satisfactory to the Subscriber, acting reasonably, before it is printed, or distributed to Shareholders or filed with any Governmental Entity, subject to any disclosure obligations imposed on the Company by any Governmental Entity;

(f)	the Company shall disclose in the Company Circular that the Company Board has determined, after receiving financial and legal advice, that the Offering is in the best interests of Company, and the Company Board recommends that the Shareholders vote in favour of the Company Shareholder Approval;

(g)

from the date of this Subscription Agreement until the Company Meeting, the Company shall use commercially reasonable efforts to take or otherwise cause to be taken, all actions and to do or otherwise cause to be done, all things necessary to complete as promptly as is practicable the Offering and the other transactions contemplated in this Agreement, and, without limiting the generality of the foregoing, shall publically affirm the recommendation of the Company Board that Shareholders vote in favour of the Company Shareholder Approval (by the prompt issuance of a press release, in form and content satisfactory to the Subscriber, acting reasonably, to that effect) and, when requested by the Subscriber, acting reasonably, publically reaffirm (by the prompt issuance of a press release, in form

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(h)

the Company shall solicit proxies from Shareholders in favour of the Company Shareholder Approval and against any resolution submitted by any person that is inconsistent with, or which seeks to hinder or delay the Company Shareholder Approval and the completion of the transactions contemplated hereby, including, if so requested by the Purchaser, acting reasonably, using the services of dealers and proxy solicitation services, and take all other actions that are reasonably necessary or desirable to seek the approval of the Company Shareholder Approval;

(i)	the Company will advise the Subscriber from time to time as the Subscriber may reasonably request, and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Company Shareholder Approval;

(j)	the Company shall keep the Subscriber informed of any material requests or comments made by any Governmental Entity to the Company in connection with the Company Circular and promptly provide the Subscriber with copies of any correspondence received by the Company from, or sent by the Company to, any Governmental Entity in connection with the Company Circular;

(k)	the Company agrees that no matters shall be brought before the Company Meeting other than the adoption of this Subscription Agreement and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes);

(l)

none of the information contained or incorporated by reference in the Company Circular, as of the date it is first mailed to the Shareholders, and at the time of the Company Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; and

(m)

if at any time any information relating to the Company, its Subsidiaries or any of its or their respective affiliates, directors or officers, is discovered or otherwise learned by the Company, which should be set forth in an amendment or supplement to the Company Circular so that the Company Circular would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and any other required Governmental Entity and, to the extent required by the Securities Laws, disseminated to the Shareholders.

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(a)	conduct its business and affairs and maintain its assets, and not take any action except, in the usual, ordinary and regular course of business consistent with past practice and in compliance with applicable Laws;

(b)

use commercially reasonable efforts to preserve intact its present business organization, assets (including intellectual property) and goodwill, maintain its real property interests (including title to, and leasehold interests in respect of, any real property) in good standing, keep available the services of its directors, officers and senior employees and preserve the current material relationships with suppliers, senior employees, consultants, customers and others having business relationships with it, in each case except in accordance with the usual, ordinary course of business consistent with past practices;

(c)	duly and timely file all Tax Returns required to be filed by it or any Subsidiaries on or after the date hereof and all such Tax Returns will be true, complete and correct in all respects;

(d)	timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it or any Subsidiaries to the extent due and payable; and

(e)	not:

(i)

issue, sell, pledge, lease, dispose of or encumber, or agree to issue, sell, pledge, lease, dispose of or encumber, any Common Shares, Preferred Shares or any securities convertible into Common Shares or Preferred Shares (other than in connection with the exercise, in accordance with their respective terms, of outstanding Company Options) or, except as provided for in this Subscription Agreement, amend, extend or terminate, or agree to amend, extend or terminate, any of the terms of, or agreements governing, any of the outstanding Company Options or other convertible securities;

(ii)	declare, pay or set aside any dividend or make any distribution (other than dividends or distributions by any Subsidiary to the Company or any other Subsidiary) with respect to the Company or any of its Subsidiaries;

(iii)	amend or propose to amend its articles or by-laws or other constating documents; or, split, consolidate or reclassify, or propose to split, consolidate or reclassify, any of the Common Shares or Preferred Shares, or undertake or propose to undertake any other capital reorganization or change in the capital structure of the Company or any of its Subsidiaries;

(iv)	sell, pledge, lease, dispose of, abandon, cancel or encumber any assets, rights or properties, except in the ordinary course of business consistent with past practice;

(v)

except as contemplated by this Subscription Agreement, acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any company, partnership or other business organization or division, or incorporate or form, or agree to incorporate or form, any company, partnership or other business organization or make or agree to make any investment either by purchase of shares or securities, contributions of capital, property transfer or purchase of, any property or assets of any other person, company, partnership or other business organization;

(vi)	enter into or agree to the terms of any material joint venture or similar agreement, arrangement or relationship;

(vii)	incur, create, assume, modify or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation, permit any of the properties or assets of the Company or any of its Subsidiaries to be subject to any Lien or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligation of

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(viii)

pay, discharge or satisfy any material claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities incurred in the ordinary course of business consistent with past practice or of fees, expenses and other charges of the Company Board, advisors and service providers which are or become payable in connection with the Offering;

(ix)

take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any material authorizations; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities;

(x)

take any action that could reasonably be expected to interfere with or be inconsistent with the completion of the Offering or the transactions contemplated in this Subscription Agreement or which would render, or which may reasonably be expected to render, untrue or inaccurate (without giving effect to, applying or taking into consideration any materiality or Material Adverse Effect qualification already contained within such representation or warranty) in any material respect any of the representations and warranties of Company set forth in this Subscription Agreement;

(xi)	except as required by GAAP, make any change in any method of accounting or auditing practice;

(xii)

make, change or revoke any Tax election or settle and/or compromise any Tax liability; prepare any Tax Returns in a manner which is inconsistent with the past practices of the Company or any of its Subsidiaries, as applicable, with respect to the treatment of items on such Tax Returns; adopt or change any Tax accounting method or Tax accounting period; enter into, cancel or modify any agreement with a Governmental Entity with respect to Taxes; incur any material liability for Taxes other than in the ordinary course of business, or file an amended Tax Return or a claim for refund of taxes with respect to the income, operations or property of the Company or its Subsidiaries;

(xiii)	other than in the ordinary course of business or as required by Law, enter into, terminate, modify or amend in any material respect any contract or agreement that is material to the Company and/or any of its Subsidiaries; or

(xiv)	announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the things prohibited by any of the foregoing subsections; and

(xv)	use commercially reasonable efforts to avoid, in respect of the taxation year ending December 31, 2017, being treated as a passive foreign investment company within the meaning of Section 1297 of the Code.

(a)	the Company shall maintain its status as a “reporting issuer” in, and not in default of any requirement of the Securities Laws of, each of the Provinces of Canada until the later to occur of the Tier 1 Closing Time or, if applicable, the Tier 2 Closing Time;

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(b)

until the later to occur of the Tier 1 Closing Time or, if applicable, the Tier 2 Closing Time, the Company shall remain a corporation validly subsisting under the Laws of its jurisdiction of incorporation, licensed, registered or qualified as an extra-provincial or foreign corporation in all jurisdiction where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary;

(c)

for a period of one year after the date of this Subscription Agreement, the Company shall file all reports required to be filed by the Company after the date hereof pursuant to the U.S. Exchange Act. During this one-year period, if the Company is not required to file reports pursuant to the U.S. Exchange Act, it will prepare and furnish to the Subscriber and make publicly available in accordance with Rule 144 under the U.S. Securities Act such information as is required for the Subscriber to sell the Securities under Rule 144 under the U.S. Securities Act;

(d)

the Company shall timely file such forms and documents as may be required to be filed by the Company under the Securities Laws, including the policies of NASDAQ relating to the Offering and will take all commercially reasonable steps to obtain the listing approval of NASDAQ to the extent required in respect of the Underlying Common Shares and will comply with all other requirements of NASDAQ and requirements of the Securities Laws applicable to the offer and sale of the Offered Shares as contemplated herein required to be taken or complied with by it; provided that the Company will discuss in good faith with the Subscriber, and agree to make, any adjustments required to the terms of the Preferred Shares that are required by NASDAQ and that are not materially adverse to the Company;

(e)	the Company shall perform and carry out all of the acts and things to be completed by it as provided in this Subscription Agreement;

(f)	the Company shall use the proceeds of this Offering to further develop and continue to advance its clinical and preclinical hepatitis B virus pipeline, and for general corporate purposes, including working capital;

(g)	the Company shall take all actions as are necessary to cause the following to be effective as of the Tier 1 Closing:

(i)	the Registration Rights Agreement shall be amended by the Registration Rights Amending Agreement such that the Offered Shares and the Underlying Common Shares, will be subject to the Registration Rights Agreement on substantially the same terms as the other Common Shares subject thereto (the Registration Rights Amendment);

(ii)	the Governance Agreement shall be amended by the Governance Agreement Amending Agreement to reflect, inter alia, the Subscriber Board Designation Right (the Governance Agreement Amendment); and

(iii)	the execution and delivery by the Company of the Lock-Up Amending Agreement and the Standstill Amending Agreement;

(h)	the Company shall take all actions as are necessary to cause the Articles of Amendment to become effective, including taking all commercially reasonable actions as are necessary to obtain the Company Shareholder Approval so that the Subscriber can fully exercise the Subscriber Board Designation Right from and after the Tier 2 Closing; and

(i)	the Company shall not sell, offer for sale or solicit offers to buy any security (as defined in Section 2 of the U.S. Securities Act) in a manner that would be integrated with the offer or sale of the Offered Shares and cause the sale of the Offered Shares to the Subscriber to be required to be registered under the U.S. Securities Act.

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(a)	the Subscriber certifies that it is resident in the jurisdiction set out on the face page of this Subscription Agreement. Such address was not created and is not used solely for the purpose of acquiring the Offered Shares and the Subscriber was solicited to purchase, and accepted such offer to purchase the Offered Shares, in such jurisdiction;

(b)

as of the date of execution of this Subscription Agreement and as of the Tier 1 Closing Time and, if applicable, the Tier 2 Closing Time, as the case may be, the Subscriber is an “accredited investor” as defined in Rule 501(a) of Regulation. The Subscriber agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and securities laws in connection with the purchase and sale of the Offered Shares;

(c)	the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to avoid the registration requirements of the U.S. Securities Act;

(d)

the Subscriber will not offer, sell or otherwise dispose of the Offered Shares unless such offer, sale or disposition is made in accordance with an exemption from the registration requirements of the U.S. Securities Act and the Securities Laws of all applicable states of the United States or the SEC has declared effective a registration statement in respect of such securities. The Offered Shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold unless registered under the U.S. Securities Act or an exemption from the registration requirements of the U.S. Securities Act is available;

(e)

the execution and delivery of this Subscription Agreement, the performance and compliance with the terms hereof, the subscription for the Offered Shares and the completion of the transactions by the Subscriber described herein will not result in any material breach of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or both, would

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(f)	the Subscriber is subscribing for the Offered Shares as principal for its own account, for investment purposes, and not for the benefit of any other person (within the meaning of applicable Securities Laws) and not with a view to, or for resale in connection with, any distribution of the Offered Shares;

(g)	this Subscription Agreement (and all other documentation in connection with such subscription) has been duly authorized, executed and delivered by, and constitutes a legal, valid and binding agreement of, the Subscriber, enforceable against the Subscriber in accordance with its terms, provided that enforcement thereof may be limited by Laws affecting creditors’ rights generally;

(h)	the Subscriber has the necessary legal capacity and authority to execute and deliver this Subscription Agreement and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof;

(i)	there is no person acting or purporting to act at the request of the Subscriber who is entitled to any brokerage or finder’s fee;

(j)

the Subscriber has not received or been provided with a prospectus, offering memorandum, within the meaning of the Securities Laws in Canada, or any sales or advertising literature in connection with the Offering and the Subscriber’s decision to subscribe for the Offered Shares was not based upon, and the Subscriber has not relied upon, any representations as to facts made by or on behalf of the Company, other than the representations and warranties of the Company under this Subscription Agreement;

(k)	no person has made any written or oral representations:

(i)	that any person will resell or repurchase the Offered Shares;

(ii)	that any person will refund the Tier 1 Subscription Amount or, if applicable, the Tier 2 Subscription Amount; or

(iii)	as to the future price or value of the Offered Shares; and

(l)

the offering and issue of the Offered Shares has not been made or solicited through or as a result of, and the distribution of the Offered Shares is not being accompanied by any advertisement, including without limitation in printed public media, radio, television or telecommunications, including electronic display, or as part of a general solicitation or general advertising with respect to the Offering.

(a)	the Subscriber shall take all actions as are necessary to cause the following to be effective as of the Tier 1 Closing:

(i)	the Registration Rights Agreement shall be amended by the Registration Rights Amending Agreement such that the Offered Shares and the Underlying Common Shares, will be subject to the Registration Rights Agreement on substantially the same terms as the other Common Shares subject thereto (the Registration Rights Amendment);

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(ii)	the Governance Agreement shall be amended by the Governance Agreement Amending Agreement to reflect, inter alia, the Subscriber Board Designation Right (the Governance Agreement Amendment); and

(iii)	the execution and delivery by the Company of the Lock-Up Amending Agreement and the Standstill Amending Agreement;

(b)

the Subscriber, to the extent required, shall cooperate with the Company to facilitate the timely filing of such forms and documents as may be required to be filed by the Company under the Securities Laws, including the policies of NASDAQ relating to the Offering; provided that the Subscriber will discuss in good faith with the Company, and agree to make, any adjustments required to the terms of the Preferred Shares that are required by NASDAQ and that are not materially adverse to the Subscriber;

(c)

there are risks associated with the purchase of the Offered Shares, including the risks outlined in the Public Record and in this Subscription Agreement. The Subscriber has such knowledge, skill and experience in business, financial and investment matters that the undersigned is capable of evaluating the merits and risks of an investment in the Offered Shares. The Purchaser has been afforded the opportunity to receive information from, and to ask questions of and receive answers from the management of, the Company concerning this investment so as to allow it to make an informed investment decision prior to its investment. Additionally, with the assistance of the Subscriber’s own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Offered Shares and the consequences of this Subscription Agreement. The Subscriber has considered the suitability of the Offered Shares as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the Offered Shares and its authority to invest in the Offered Shares;

(d)	if required by applicable Securities Laws or the Company, the Subscriber will execute, deliver and file or assist the Company in filing such reports, undertakings and other documents with respect to the issue and/or sale of the Offered Shares as may be required by any securities commission or other regulatory authority;

(e)

there are restrictions on the Subscriber’s ability to resell the Offered Shares and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Offered Shares. The Offered Shares will be subject to the restrictions on transfer as set forth in this Subscription Agreement and under applicable Securities Laws. The Subscriber has been advised to consult its own legal advisors with respect to trading in the Offered Shares and with respect to the resale restrictions imposed by the Securities Laws of the province or territory in which the Subscriber resides and other applicable Securities Laws, and acknowledges that no representation has been made respecting the applicable hold periods imposed by the Securities Laws or other resale restrictions applicable to such securities which restrict the ability of the Subscriber to resell such securities that the Subscriber is solely responsible to find out what these restrictions are and the Subscriber is solely responsible (and the Company is in no way responsible) for compliance with applicable resale restrictions and the Subscriber is aware that it may not be able to resell such securities except in accordance with limited exemptions under the Securities Laws and other applicable Securities Laws;

(f)

the Offered Shares will be “restricted securities” as such term is defined in Rule 144(a)(3) under the U.S. Securities Act and may not be offered, resold or otherwise transferred, directly or indirectly, except pursuant to an effective registration statement under the U.S. Securities Act or in accordance with an exemption from the registration requirements of the U.S. Securities Act and applicable Securities Laws, as described in the legend affixed to the face of the certificates (or, if applicable, notice of entry into a direct registration system) evidencing the Offered Shares and the provisions of Section 6.2 hereof. The Subscriber understands that the availability of the exemption from registration afforded by Rule 144 under the U.S. Securities Act depends upon the satisfaction of various conditions, and that Rule 144

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(g)	the certificates (or, if applicable, notice of entry into a direct registration system) representing the Offered Shares issued pursuant to the Offering will bear the following legends as required by National Instrument 45-102 - Resale of Securities and the U.S. Securities Act, and with the necessary information inserted and the Subscriber agrees to comply with the terms of such legends:

(h)

no prospectus or registration statement has been filed by the Company with any securities regulatory authorities in connection with the issuance of the Offered Shares or the Underlying Common Shares, the sale of the Offered Shares and the issuance of the Underlying Common Shares is conditional upon such sale being exempt from the requirements to file and obtain a receipt for a prospectus, to file and make effective a registration statement or to deliver an offering memorandum with this Subscription Agreement and the requirement to be a registered dealer, and as a consequence of acquiring the Offered Shares pursuant to such exemptions:

(i)	certain protections, rights and remedies provided by the Securities Laws including certain statutory rights of rescission or damages and certain statutory remedies against an issuer, underwriters, auditors, directors and officers that are available to investors who acquire securities offered by a prospectus or registration statement, may not be available to the Subscriber;

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(ii)	the common law may not provide investors with an adequate remedy in the event that they suffer investment losses in connection with securities acquired in a private placement;

(iii)	the Subscriber may not receive certain information that would otherwise be required to be given under the Securities Laws; and

(iv)	the Company is relieved from certain obligations that would otherwise apply under the Securities Laws;

(i)

the Company is collecting the Subscriber’s personal information (as that term is defined under applicable privacy legislation, including, without limitation, the Personal Information Protection and Electronic Documents Act (Canada) and any other applicable similar, replacement or supplemental provincial or federal legislation or Laws in effect from time to time), for the purpose of completing this Subscription Agreement. The Subscriber acknowledges and consents to the Company retaining such personal information for only so long as required by Law. The Subscriber further acknowledges and consents to the fact that the Company may be required by the Securities Laws to provide regulatory authorities with any personal information provided under this Subscription Agreement;

(j)	the Subscriber represents and warrants that none of the funds being used to purchase the Offered Shares are, to such Subscriber's knowledge, proceeds obtained or derived, directly or indirectly, as a result of illegal activities and that:

(i)

the funds being used to purchase the Offered Shares and advanced by or on behalf of the Subscriber do not represent proceeds of crime or otherwise result in a violation of any applicable anti-money laundering Laws or regulations including, without limitation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the PCMLTFA) and the Common Sharing and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the Patriot Act); and

(ii)	the Subscriber is not a person or entity identified on a list established under section 83.05 of the

(k)

the Subscriber acknowledges and agrees that (i) the Company may in the future be required by law to disclose the Subscriber's name and other information relating to the Subscriber and any purchase of the Offered Shares, on a confidential basis, pursuant to the Criminal Code, PCMLTFA, the Patriot Act or as otherwise may be required by applicable Laws, regulations or rules, and (ii) the Company or their agents may in the future be required by law to disclose the Subscriber's name and other information relating to the Subscriber and any purchase of the Offered Shares, on a confidential basis, pursuant to the PCMLTFA, the Patriot Act, the Criminal Code or as otherwise may be required by applicable Laws, regulations or rules.

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(a)	Any notice, direction or other instrument required or permitted to be given to any Party hereto shall be in writing and shall be sufficiently given if delivered personally, or transmitted by facsimile or electronic mail tested prior to transmission to such Party, as follows:

(i)	in the case of the Company, to:

(ii)	in the case of the Subscriber:

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Email:	vcmann@lawsonlundell.com carthur@lawsonlundell.com

(b)

Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following such day and if transmitted by facsimile or electronic mail, shall be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following the day of such transmission.

(c)	Any Party may change its address for service from time to time by notice given to the other Party in accordance with the foregoing provisions.

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Per:	/s/ Dr. Mark Murray     Authorized Signing Officer

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(a)

the Company is hereby authorized and directed to issue (i) the Tier 2 Preferred Shares, (ii) up to 13,025,536 Underlying Common Shares upon conversion of the Tier 2 Preferred Shares and (iii) such additional Common Shares as may become issuable upon conversion of the Tier 2 Common Shares pursuant to the rights attached thereto, all as more particularly described in the Company Circular, and such resolution is hereby confirmed, approved and adopted in all respects;

(b)	the Articles of the Company be amended to authorize the Subscriber Board Designation Right, as more particularly described in the Company Circular, and the Company be and is hereby authorized to make such conforming amendments to its corporate documents as may be necessary or advisable to give effect to the foregoing resolution;

(c)

any officer or director of the Company is hereby authorized, acting for, in the name of and on behalf of the Company, to execute, under the seal of the Company or otherwise, and to deliver or cause to be delivered, all such documents, agreements and instruments, and to do or cause to be done all such other acts and things, as such officer or director determines to be necessary or desirable in order to carry out the intent of the foregoing paragraphs of this resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing; and

(d)	these approvals are given for all purposes under the NASDAQ rules and under Multilateral Instrument 61-101.”

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(a)	there be created a Series A of Preferred shares of the Company;

(b)	the identifying name of the Series A Preferred shares of the Company be “Series A Participating Convertible Preferred Shares” (the “Series A Preferred Shares”);

(c)	the maximum number of Series A Preferred Shares which the Company is authorized to issue is 1,164,000 no par value shares;

(d)	there be created and attached to the Series A Preferred Shares the special rights and restrictions set out in Part 27 of the Articles of the Company, as adopted by paragraph (f) below;

(e)	the Notice of Articles of the Company be altered accordingly;

(f)	the Articles of the Company be altered by the addition of Part 27 thereof in the form of Part 27 set out in Schedule A to these resolutions, such alteration to the Articles not to take effect until the Notice of Articles of the Company is altered to reflect such alteration to the Articles;

(g)	the Company hereby appoints Farris Vaughan Wills and Murphy LLP to act as its agent for filing the Notice of Alteration to the Notice of Articles as set out above; and

(h)	any director of the Company be and is hereby authorized to do, sign and execute all things, instruments, deeds and documents as such director may deem necessary or desirable to carry out the foregoing resolutions.

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(b)	“Conversion Price” means initially $7.13, as adjusted from time to time as provided in Article

(c)	“Daily VWAP” means the volume-weighted average price per share of Common Shares (or per

(e)	“Exchange” means the NASDAQ Global Select Market, the NASDAQ Global Market, the

(h)	“Fundamental Change” means (i) a Transaction; (ii) any transaction or series of related

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(d)	“Purchase Price” means $100.00 per Series A Preferred Share, as the same may be increased

(f)	“Total Current Voting Power” means, with respect to any Person, at the time of determination of

(h)	Each of the following terms is defined in the Article set forth opposite such term:

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(iii)	any accrued and unpaid Participating In-Kind Dividends.

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(f)	Adjustments to Conversion Price.

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(v)	Notice of Record Date. In the event of:

(A)	any event described in Article 27.6(f)(i);

(B)	any Transaction to which Article 27.6(f)(iii) applies; or

(C)	the dissolution, liquidation or winding-up of the Company.

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(vii)	No Impairment. The Company will not, except with any approval required by Article

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1.	The incorporation and valid existence of the Company and the Subsidiaries.

2.	That the Company has the corporate power and capacity to carry on its business as now carried on by it and to own its assets and to amend the Articles to designate and issue the Offered Shares having such rights, privileges and obligations as described in Schedule B of the Subscription Agreement.

3.	The authorized share capital of the Company. The rights of the Offered Shares are as set forth in the Articles.

4.	That the Subscription Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

5.

That the execution and delivery of the Subscription Agreement, the performance of the obligations of the Company thereunder, the compliance by the Company with the terms and conditions thereof and the issue and sale of the Offered Shares (including the terms of the Offered Shares) do not constitute and will not constitute, with notice or lapse of time or with both notice and lapse of time, a breach of, or default under the articles of the Company or any statute or regulation of the Province of British Columbia or any federal statute or regulation of Canada having the force of law binding upon the Company and do not and will not conflict with the articles or notice of articles of the Company.

6.	That the Tier 1 Preferred Shares and, if applicable, the Tier 2 Preferred Shares have been duly authorized, allotted and validly issued, and that the Underlying Common Shares, have been reserved for issuance.

7.

That no prospectus, offering memorandum or other document is required under the Securities Laws of British Columbia, and except as have been obtained or completed, no proceeding is required to be taken and no approval, consent or authorization of or filing with any securities regulatory authority in the such jurisdiction is required in order to permit the issuance of the Offered Shares, subject to certain specified conditions and exceptions.

8.

That no prospectus, offering memorandum or other document is required to be filed, no proceeding required to be taken and no approval, permit, consent or authorization is required to be obtained under the Securities Laws of British Columbia in connection with the first trade of the Tier 1 Preferred Shares or and, if applicable, the Tier 2 Preferred Shares in the such jurisdiction through persons registered in a category permitting them to trade such securities under such Securities Laws, provided that:

(a)	the Company is and has been a reporting issuer in a jurisdiction of Canada for the four-month period immediately preceding the trade;

(b)	a four-month period has elapsed from the date of issue of the Offered Shares;

(c)	the trade is not a “control distribution” as defined in National Instrument 45-102;

(d)	no unusual effort is made to prepare the market or create a demand for such securities;

(e)	no extraordinary commission or other consideration is paid in respect of such trade;

(f)	if the seller is an insider or officer of the Company, the seller has no reasonable grounds to believe that the Company is in default of securities legislation; and

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(g)	the certificates representing the Tier 1 Preferred Shares and, if applicable, the Tier 2 Preferred Shares, as the case may be, carried the appropriate legend provided under National Instrument 45-102 and Securities Laws.

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A.	The parties entered into a governance agreement dated as of January 11, 2015 (the “Original Governance Agreement”), in connection with a merger agreement entered into between the Company and OnCore Biopharma, Inc., as a result of which the Shareholder received Common Shares of the Company;

B.	The parties entered into a subscription agreement dated as of October 1, 2017 (the “Subscription Agreement”), providing for the purchase by the Shareholder of 1,164,000 Class A Preferred Shares (the “Preferred Shares”) of the Company, issuable in two tranches;

C.

As a condition to the “Tier 1 Closing” (as defined in the Subscription Agreement), the parties agreed to amend and restate the Original Governance Agreement as provided for herein and to use commercially reasonable efforts to cause, by the "Tier 2 Closing" (as defined in the Subscription Agreement), the existing articles of the Company to be amended, which amendment (the “Amendment”) is attached as Schedule 1 to this Agreement.

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(a)	the election of any person or persons nominated for election to the Board by the Board from time to time in accordance with the Articles, and

(b)	the election of any person nominated by anyone other than the Board.

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1.	Any one of the following matters shall require the approval of at least seventy percent (70%) of the number of directors then in office, whether such approval is given by way of a vote at a meeting of directors or by written consent:

(a)	the removal or replacement of the chair of the board of directors of the Company;

(b)	the removal or replacement of the chief executive officer of the Company,

(c)	subject to Part 28, the nomination of a director for election to the board of directors of the Company;

(d)	subject to Part 28, the appointment of a director to the board of directors of the Company to fill a vacancy created by the resignation or death of a director;

(e)	subject to Part 28, the appointment of an additional director to the board of directors of the Company;

(f)	any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization, reorganization, liquidation, dissolution or winding-up in respect of, or involving, the Company or any subsidiary of the Company;

(g)

any sale or issuance of shares of the Company or other equity interests in the Company (or rights, interests or securities convertible into or exercisable for such shares or other equity interests), in one or more connected transactions, which would be greater than 5% of the outstanding shares of stock of the company, other than the grant or issuance of such equity interests in connection with any stock-based compensation plan or plans approved by the board of directors of the Company;

(h)	any sale of assets (or any strategic alliance, joint venture, license or other arrangement having the same economic effect as a sale) of the Company or any subsidiary of the Company representing a transaction value and/or payments greater than $10 million;

(i)	ceasing or abandoning any research, development or commercialization efforts that were publicly disclosed by the Company as having been underway as at the effective date of the Merger, or declining to advance the development or commercialization of such programs, whether by failing to continue to fund such programs or otherwise;

(j)	incurring any indebtedness or third party guarantees in excess of $5,000,000    individually or

(k)	any amendment or proposed amendment to the Articles or Notice of Articles of the Company,

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2.	In the event of an inconsistency between a provision of this Part 27 and any other provision of these Articles, the provision of this Part 27 shall prevail.

3.	This Part 27 and Section 18.2 may only be amended by special resolution.

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5.	For so long as the Nominating Shareholder has a right to nominate one or more directors under Section 1 of this Part 28:

(a)	No earlier than ninety (90) days and no later than sixty (60) days prior to the date of each Shareholder Meeting, the Company shall notify RS in writing of the date of the Shareholder Meeting (the “Company Notice”). The Company Notice shall specify the total number of Company Shares issued and outstanding calculated on a Partially Diluted Basis as at the Record Date Notice.

(b)

RS shall have the right and option, exercisable within fifteen (15) days from receipt of the Company Notice (the “Nomination Right Notice Period”) by written notice to the Company (the “Nomination Notice”) to exercise the Nomination Right. If RS wishes to exercise the Nomination Right, RS must specify in the Nomination Notice (i) the number of Company Shares beneficially owned by the Nominating Shareholder as at the date of the Nomination Notice, (ii) the name of the individual(s) RS wishes to nominate for election to the board of directors of the Company, and (iii) confirm that the nominee(s) are eligible to act as director(s) under the Act or, if the Company is otherwise governed by another statue or regime, that the nominee(s) are eligible to act as a director under such statute or regime. As soon as reasonably possible after the request by the Company, duly completed forms and any other information in respect of the RS Nominated Directors, as required by the relevant stock exchange, shall be provided by the RS Nominated Directors.

(c)

If RS fails to deliver a Nomination Notice in response to a Company Notice within the Nomination Right Notice Period, then the Company will not be required to nominate individuals identified by RS for election to the board of directors of the Company at the Shareholder Meeting with respect to which RS failed to deliver the Nomination Notice, and RS shall have the right to nominate person(s) for election to the board of directors of the Company at the next Shareholder Meeting in accordance with this Part 28.

(d)	If RS delivers a Nomination Notice in response to a Company Notice within the Nomination Right Notice Period then, subject only to the nominee(s) identified in the Nomination Notice

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6.

In the event that an RS Nominated Director resigns, dies, becomes incapacitated or otherwise ceases to be a director prior to the expiration of his or her term as a director, such vacancy on the board of directors shall be filled by the remaining directors with the nominee identified by RS promptly. The Company shall use all commercially reasonable steps, promptly upon receipt by it of a written notice from RS to fill such vacancy, as are necessary to call (no later than five (5) days following notice of such identified nominee by RS) a meeting of the board of directors to vote on the appointment of such Shareholder Designee to fill such vacancy (or to obtain a vote of the directors by way of unanimous written resolution) and take all such other steps as are required by the Act with respect to such appointment.

7.	This Part 28 shall remain in effect until the date that is the earlier of (i) forty-eight (48) months following the first issuance of Series A Preferred Shares and (ii) the date RS no longer has a right to nominate one or more directors under Section 1 of this Part 28.

8.	In the event of an inconsistency between a provision of this Part 28 and any other provision of these Articles, the provision of this Part 28 shall prevail.

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(a)	transfers of Common Shares as a bona fide gift or charitable contribution;

(b)	transfers by distribution of Preferred Shares, Common Shares or other securities to affiliates, partners, members, stockholders or holders of similar equity interests of the Shareholder;

(c)	transfers pursuant to any tender offer, takeover bid, merger, consolidation, acquisition of the Company or its voting securities or other similar transaction relating to the Company or its voting securities that occurs after the date hereof and that is approved by the Board of Directors of the Company;

(d)	granting of a security interest in (whether by way of pledge or otherwise) Common Shares by the Shareholder in connection with a loan made with a financial institution in good faith on bona fide, arm’s length terms, and any subsequent transfer of such securities to such lender or collateral agent in connection with the exercise of remedies in connection with such loan in the event of default;

(e)	issuances of Common Shares upon conversion of the Series A Preferred Shares; and

(f)	any transfer or issuance of securities of the Shareholder, or any affiliate thereof that indirectly holds the Lock-Up Securities through the Shareholder, in a bona fide transaction; provided, however, that any such transfer or issuance shall not affect any of the Shareholder’s obligations hereunder.

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By:	Name:

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By:	Name:

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By:	Patrick T. Higgins

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By:	Michael J. McElhaugh

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By:	Michael J. Sofia

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By:	Bryce A. Roberts

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a.	in the event that the Company enters into a definitive agreement for a merger, consolidation or other business combination transaction as a result of which the stockholders of the Company would own (including, but not limited to, beneficial ownership) voting securities of the resulting corporation having 50% or less of the total voting power of the outstanding voting securities;

b.	in the event that a bona fide tender offer or exchange offer for at least a majority of the outstanding voting securities of the Company is commenced by a third person (not involving any breach of this Section 3 by the Shareholder); or

c.

the Company solicits from one or more persons or enters into discussions with one or more persons regarding, a proposal with respect to a merger of, or a business combination transaction involving, the Company, in each case without similarly soliciting a proposal from the Shareholder, or the Company makes a public announcement that it is seeking to sell itself and/or explore strategic alternatives which could lead to a sale, restructuring, business combination, merger or other similar transaction and, in such event, such announcement is made with the approval of the Board.

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1.	I have reviewed this Quarterly Report on Form 10-Q of Arbutus Biopharma Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Quarterly Report on Form 10-Q of Arbutus Biopharma Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly represents, in all material respects, the financial condition and results of the operations of the Company.

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly represents, in all material respects, the financial condition and results of the operations of the Company.