AGENCY AGREEMENT

Tekmira Pharmaceuticals Corporation

8900 Glenlyon Parkway

Attention: Dr. Mark J. Murray, President and Chief Executive Officer

We understand that Tekmira

Pharmaceuticals Corporation (the Corporation ) proposes to appoint Versant Partners Inc. (the Agent ) to offer for sale, up to 1,800,000 units of the Corporation (the Units ) at a price of

Cdn.$2.85 per Unit (the Offering Price ). Each Unit consists of one common share in the capital of the Corporation (a Common Share ) and one-half of one common share purchase warrant (each whole common share

purchase warrant, a Warrant ). Each Warrant will entitle the holder thereof to acquire one additional Common Share (a Warrant Share ) at a price of Cdn.$3,35 at any time prior to 5:00 p.m. (Vancouver time) on the

date that is five years following the Closing Date (as defined herein). Based upon the foregoing and subject to the terms and conditions set out below, the Corporation hereby appoints the Agent to act as its sole and exclusive agent in Canada and

the Agent hereby accepts such appointment, to effect the sale of the Units for an aggregate purchase price of up to $5,130,000 (the Offering ), to persons resident in the Offering Jurisdictions (as defined below), and other

offshore jurisdictions (other than the United States (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the U.S. Securities Act )), all in the manner contemplated by this

Agreement. For greater certainty, no offers or sales of Units, Common Shares and Warrants comprising the Units, or Warrant Shares shall be made by the Agent in the United States or to, or for the account or benefit of, any U.S. Persons (as such term

is defined in Regulation S under the U.S. Securities Act), and, unless arising out of a breach of the Agent s obligations under Section 2(c)(ii) hereunder, the Agent assumes no liability arising from or under the provisions of this

agreement in respect of any concurrent sales of Units, Common Shares and Warrants comprising the Units, or Warrant Shares by the Corporation in the United States or to, or for the account or benefit of, any U.S. Persons. The Agent agrees to use its

best efforts to sell the Units, but it is hereby understood and agreed that the Agent shall act as agent only and are under no obligation to purchase any of the Units, although the Agent may subscribe for Units, subject to applicable laws and

applicable policies of the Toronto Stock Exchange and NASDAQ Capital Market, if it so desires.

Unless expressly provided otherwise, where used in this Agreement or any schedule hereto, the following terms shall have the following

meanings, respectively:

Alnylam means Alnylam Pharmaceuticals Inc.;

Alnylam/Roche Pre-Emptive Right means the pre-emptive purchase rights of Alnylam and Roche pursuant to the subscription agreements

entered into in May 2008 among the Corporation and each of Alnylam and Roche, respectively;

Business Day means a day which is not a Saturday, a Sunday or a statutory or civic

holiday in Toronto, Ontario or Vancouver, British Columbia;

Canadian Securities Laws means all applicable securities laws

in each of the Qualifying Jurisdictions and the respective regulations and rules under such laws together with applicable published policy statements, instruments, notices and orders of the Canadian Securities Regulators;

Canadian Securities Regulators means the securities regulatory authorities in the Qualifying Jurisdictions;

Closing means the completion of the issue and sale by the Corporation of the Units;

Closing Date means June 16, 2011 or such other date as the Corporation and the Agent may agree;

Closing Time means 8:00 a.m. (Toronto time) / 5:00 a.m. (Vancouver time) on the Closing Date or such other time on the Closing Date as

the Corporation and the Agent may agree;

Common Share has the meaning ascribed thereto in the first paragraph of this

Corporation means Tekmira Pharmaceuticals Corporation;

Corporation s Auditors means such firm of chartered accountants as the Corporation may have appointed or may from time to

time appoint as auditors of the Corporation;

Distribution means distribution or distribution to

the public as those terms are defined under Canadian Securities Laws;

Documents Incorporated by Reference means all

financial statements, management information circulars, annual information forms, material change reports or other documents issued by the Corporation, whether before or after the date of this Agreement, that are required to be incorporated by

reference into the Prospectus;

Eligible Issuer means an issuer that meets the criteria and has complied with the

requirements of NI 44-101 so as to allow it to offer its securities using a short form prospectus;

FDA means the United

States Food and Drug Administration;

Financial Statements means the financial statements of the Corporation included in

the Documents Incorporated by Reference, including the notes to such statements and the related auditors report on such statements;

knowledge means to the knowledge of any of Mark J. Murray, President and Chief Executive Officer and Ian C. Mortimer, Executive Vice

President, Finance and Chief Financial Officer, after due inquiry;

Material Adverse Effect when used in connection with an

entity means any change, event, violation, inaccuracy, circumstance or effect that is materially adverse to the business, assets (including intangible assets), capitalization, financial condition or results of operations of such entity and its

parent (if applicable) or subsidiaries taken as a whole;

Material Subsidiary means Protiva Biotherapeutics Inc.;

misrepresentation , material fact , material

change , affiliate , associate shall have the respective meanings ascribed thereto in the Securities Act (British Columbia);

NASDAQ means NASDAQ Capital Market;

National Instrument 44-101 Short Form Prospectus Distributions;

Offering has the meaning ascribed thereto in

the first paragraph of this Agreement;

Offering Jurisdictions means all provinces of Canada (other than the province of

Prospectus means the short form base shelf prospectus of the Corporation dated November 4, 2010 as

supplemented by the Prospectus Supplement;

Prospectus Amendment means any amendment or supplement to the Prospectus;

Prospectus Supplement means the prospectus supplement to be dated on or about June 10, 2011, including all Documents

Incorporated by Reference therein;

Qualifying Jurisdictions means all of the provinces of Canada (other than the Province

Roche means collectively F. Hoffmann-La Roche Ltd. and Hoffman-La Roche Inc.;

Standard Listing Conditions shall have the meaning set forth in Section 2(b)(iii) herein;

Subsidiaries means Protiva Biotherapeutics Inc. and Protiva Biotherapeutics (USA), Inc. and Subsidiary means any

Transfer Agent means CIBC Mellon Trust Company;

TSX means the Toronto Stock Exchange;

Warrant Certificates

means the certificates representing the Warrants;

Warrant Shares has the meaning ascribed to such term in the first

paragraph of this Agreement; and

Warrants has the meaning ascribed to such term in the first paragraph of this Agreement.

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words

importing gender include all genders. References to Sections , subsections , paragraph or subparagraph are to the appropriate section, subsection, paragraph or subparagraph of this Agreement.

TERMS AND CONDITIONS

Corporation shall fulfil and comply with, to the satisfaction of the Agent, all requirements of the Canadian Securities Laws required to be fulfilled or complied with by the Corporation to qualify the Common Shares and Warrants comprising the Units

and Warrant Shares for Distribution in the Offering Jurisdictions through the Agent or any selling firm or agent who is qualified to act under the applicable securities laws of the Offering Jurisdictions.

shall use best efforts to file a Prospectus Supplement in each of the Qualifying Jurisdictions not later than 5:00 p.m. (Vancouver time) on June 10, 2011 or by such other time and/or later date as the Corporation and the Agent may agree.

the execution and delivery of this Agreement, the Corporation shall deliver to the Agent:

Delivery of the Prospectus and any Prospectus Amendment shall constitute a representation and warranty by the Corporation to the Agent that, as at the date of the Prospectus or Prospectus Amendment, as

the case may be, (i) all information and statements (except information and statements relating solely to the Agent and provided by the Agent) contained in the Prospectus and any Prospectus Amendments are true and correct in all material

respects and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation and the Units; (ii) no material fact or information has been omitted from such disclosure (except facts

or information relating solely to the Agent and provided by the Agent) which is required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances

under which they were made; (iii) such documents comply in all material respects with the requirements of the Canadian Securities Laws and have been filed (and a receipt therefor will be obtained, if required) in each of the Offering

Jurisdictions; and (iv) except as set forth or contemplated in the Prospectus or any Prospectus Amendment or as has otherwise been publicly disclosed, there has been no adverse material change (actual, anticipated, contemplated, proposed or

threatened) in the business, affairs, business prospects, operations, assets, liabilities (contingent or otherwise), capital or ownership of the Corporation since the end of the period covered by the financial statements of the Corporation

incorporated by reference into the Prospectus. Such deliveries shall also constitute the Corporation s consent to the use by the Agent of the Prospectus and any Prospectus Amendment in connection with the distribution of the Units in the

Offering Jurisdictions in compliance with this Agreement and the Canadian Securities Laws.

The Corporation shall

cause commercial copies of the Prospectus to be delivered to the Agent without charge, in such numbers and in such cities as the Agent may reasonably request. Such delivery shall be effected as soon as possible and, in any event, no later than 9:00

a.m. (Toronto time) on June 13, 2011 or such other date and time as may be agreed upon by the Agent and the Corporation.

The Corporation represents, warrants and covenants to the Agent and acknowledges that the Agent is relying upon such representations, warranties and covenants in entering into this Agreement, that:

The purchase and sale of the Units shall be completed at the Closing Time concurrently at the offices of Farris, Vaughan, Wills & Murphy LLP, Vancouver, British Columbia and Heenan Blaikie LLP,

Toronto, Ontario, or at such other place or places as the Agent and the Corporation may agree upon. At the Closing Time, as the case may be, the Corporation shall deliver to the Agent certificates representing the Common Shares and Warrants

comprising the Units, registered in such names as shall be designated by the Agent not less than one Business Day prior to the Closing Time (or the applicable confirmation(s) of registration and ownership of the Common Shares and/or Warrants

comprising the Units in the book-based system maintained by CDS Clearing and Depository Services Inc.), against payment by the Agent to the Corporation of the aggregate purchase price for the Units by certified cheque or wire transfer net of the

Agency Fee and, net of amounts payable to the Agent in respect of out-of-pocket expenses of the Agent pursuant to subsection 4(b) hereof incurred in connection with the Offering against the delivery of cross-receipts therefor.

obligation to complete the Closing at the Closing Time shall be subject to the accuracy of the representations and warranties of the Corporation contained in this Agreement as of the date of this Agreement and as of the Closing Date, the performance