EXHIBIT 2.8

                                                             Warrant No: _______

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT")  OR
APPLICABLE  STATE  SECURITIES  LAWS AND MAY NOT BE SOLD,  TRANSFERRED,  PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO A "U.S. PERSON"
(AS DEFINED IN REGULATION S UNDER THE ACT OR SUCH  SUCCESSOR  RULE OR REGULATION
THEN IN EFFECT) EXCEPT  PURSUANT TO  REGISTRATION IN COMPLIANCE WITH THE ACT AND
ANY  APPLICABLE  STATE  SECURITIES  LAWS,  OR AN AVAILABLE  EXEMPTION  FROM SUCH
REGISTRATION REQUIREMENTS.  THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF
A U.S.  PERSON  UNLESS  REGISTERED  UNDER  THE  ACT OR AN  EXEMPTION  FROM  SUCH
REGISTRATION IS AVAILABLE.


                        WARRANT TO PURCHASE COMMON SHARES

                              22,222 Common Shares

                               YM BIOSCIENCES INC.

                                February 15, 2002

                                       to

                                February 15, 2006

      THIS CERTIFIES THAT, for good and valuable  consideration,  the receipt of
which is hereby acknowledged, ARAN ASSET MANAGEMENT SA (the "Warrantholder"), is
entitled to subscribe for and purchase from YM  BioSciences  Inc., a Nova Scotia
corporation (herein called the "Corporation"), at any time after the date hereof
to and including  5:00 p.m.  (Eastern  Standard  Time) on February 15, 2006 (the
"Time of Expiry"),  up to 22,222 fully paid and non-assessable  common shares of
the of the  Corporation  ("Shares")  at an  exercise  price of C$4.50 per Share,
subject to adjustment as provided below (collectively the "Exercise Price").

      This Warrant is subject to the following provisions, terms and conditions:

1.    DESIGNATION

      These Warrants are  designated  and herein  referred to as the Warrants of
the Corporation.

2.    EXERCISE OF WARRANTS

      (a)   Election  to  Purchase.  These  Warrants  may  be  exercised  by the
            Warrantholder  in  whole  or in  part  and in  accordance  with  the
            provisions  hereof by  delivery of an Election to Purchase in a form
            substantially  the  same as  that  attached  hereto  as  Annex  "A",
            properly  completed  and  executed,  together  with  payment  of the
            Exercise Price for the number of Shares specified in the Election to
            Purchase  to  the  offices  of  CIBC  Mellon  Trust   Company,   the
            Corporation's  transfer  agent,  at Ground  Floor,  320 Bay  Street,
            Toronto, Ontario Canada M5H 4A6, Attention:  Toni Taccongna, or such
            other address as may be notified in writing by the Corporation.




                                       -2-

      (b)   Exercise.  The  Corporation  shall,  on the date it  receives a duly
            executed  Election to Purchase and the Exercise Price for the number
            of Shares  specified  in the  Election  to Purchase  (the  "Exercise
            Date"),  issue that number of Shares  specified  in the  Election to
            Purchase as fully paid and non-assessable Shares. Such duly executed
            Election   to  Purchase   shall   constitute   the   Warrantholder's
            acknowledgement  of and  undertaking  to  comply  to the  reasonable
            satisfaction of the Corporation and its counsel, with all applicable
            laws,  rules,  regulations and policies of every stock exchange upon
            which the Shares of the  Corporation may from time to time be listed
            or traded, and any other applicable regulatory authorities.

      (c)   Share  Certificates.  As promptly as practicable  after the Exercise
            Date (and in any event not  later  than 10 days  after the  Exercise
            Date), the Corporation shall send to the  Warrantholder,  registered
            in such name or names as the  Warrantholder may direct or if no such
            direction  has  been  given,  in the  name of the  Warrantholder,  a
            certificate or  certificates  for the number of Shares  specified in
            the  Election to  Purchase.  To the extent  permitted  by law,  such
            exercise  shall be deemed to have been  effected  as of the close of
            business on the  Exercise  Date,  and at such time the rights of the
            Warrantholder  with respect to the number of the Warrants which have
            been  exercised  as such shall  cease,  and the person or persons in
            whose name or names any certificate or certificates for Shares shall
            then be issuable upon such  exercise  shall be deemed to have become
            the holder or holders of record of the Shares represented thereby.

      (d)   Fractional  Shares.  No  fractional  Shares  shall  be  issued  upon
            exercise of these  Warrants and no payments or  adjustment  shall be
            made upon any  exercise  on  account  of any cash  dividends  on the
            Shares issued upon such exercise.  If any  fractional  interest in a
            Share would, except for the provisions of the first sentence of this
            subsection 2(d), be deliverable upon the exercise of these Warrants,
            the  number of Shares  to be  issued to the  Warrantholder  upon the
            exercise  of the  Warrants  shall be  rounded  up to the next  whole
            number.

      (e)   Subscription for Less than  Entitlement.  The Warrantholder may from
            time to time subscribe for and purchase a number of Shares less than
            the  aggregate  number  which the  holder is  entitled  to  purchase
            pursuant to these  Warrants.  In the event of a purchase of a number
            of Shares  less than the  aggregate  number  which may be  purchased
            pursuant to these Warrants,  the holder thereof shall be entitled to
            receive, without charge, a new Warrant Certificate in respect of the
            balance  of  the   Warrants   which  were  not   exercised   by  the
            Warrantholder.



                                      -3-


      (f)   Corporate  Changes.  If the  Corporation  shall  be a  party  to any
            reorganization,  merger, dissolution or sale of all or substantially
            all of its assets,  whether or not the  Corporation is the surviving
            entity,  these  Warrants  shall  be  adjusted  so as to apply to the
            securities  to which  the  holder  of that  number  of Shares of the
            Corporation subject to the number of unexercised Warrants would have
            been entitled by reason of such reorganization,  merger, dissolution
            or sale of all or substantially all of its assets (the "Event"), and
            the Exercise Price shall be adjusted to be the amount  determined by
            multiplying  the Exercise Price in effect  immediately  prior to the
            Event by the number of Shares  subject to the number of  unexercised
            Warrants  immediately  prior to the Event,  and dividing the product
            thereof  by the  number of  securities  to which the  holder of that
            number of Shares subject to the number of unexercised Warrants would
            have been entitled by reason of such Event;  provided however,  that
            the Event  shall not be carried  into  effect  unless all  necessary
            steps have been taken to ensure that any surviving entity is subject
            to the terms of these Warrants as adjusted.

      (g)   Subdivision or Consolidation of Shares

            (i)   In the event the  Corporation  shall subdivide its outstanding
                  Shares into a greater number of Shares,  the Exercise Price in
                  effect   immediately   prior  to  such  subdivision  shall  be
                  proportionately  reduced,  and  conversely,  in the  event the
                  outstanding  Shares of the  Corporation  shall be consolidated
                  into a smaller number of Shares,  the Exercise Price in effect
                  immediately   prior   to   such    consolidation    shall   be
                  proportionately increased.



                                      -4-


            (ii)  Upon each adjustment of the Exercise Price as provided herein,
                  the Warrantholder  shall thereafter be entitled to acquire, at
                  the Exercise Price resulting from such adjustment,  the number
                  of  Shares  (calculated  to  the  nearest  tenth  of a  Share)
                  obtained  by   multiplying   the  Exercise   Price  in  effect
                  immediately  prior to such  adjustment by the number of Shares
                  which  may be  acquired  hereunder  immediately  prior to such
                  adjustment  and dividing  the product  thereof by the Exercise
                  Price resulting from such adjustment.

      (h)   Change or  Reclassification  of Shares. In the event the Corporation
            shall change or reclassify its  outstanding  Shares into a different
            class of securities, the Warrants shall be adjusted as follows so as
            to apply to the successor class of securities:

            (i)   the  number of the  successor  class of  securities  which the
                  Warrantholder  shall  be  entitled  to  acquire  shall be that
                  number of the successor class of securities  which a holder of
                  that  number of Shares  subject to the  number of  unexercised
                  Warrants  immediately prior to the change or  reclassification
                  would  have  been  entitled  to by  reason  of such  change or
                  reclassification; and

            (ii)  the Exercise  Price shall be  determined  by  multiplying  the
                  Exercise  Price in effect  immediately  prior to the change or
                  reclassification by the number of Shares subject to the number
                  of  unexercised  Warrants  immediately  prior to the change or
                  reclassification,  and  dividing  the  product  thereof by the
                  number of the  successor  class of  securities  determined  in
                  paragraph 2(h)(i) hereof.

      (i)   Offering to  Shareholders.  If and whenever at any time prior to the
            Time of Expiry the Corporation  shall fix a record date or if a date
            is otherwise  established (any such date being hereinafter  referred
            to in this subsection 2(i) as the "record date") for the issuance of
            rights,  options or warrants to all or substantially all the holders
            of the outstanding  Shares of the Corporation  entitling them, for a
            period  expiring  not more than 45 days after such record  date,  to
            subscribe for or purchase  Shares of the  Corporation  or securities
            convertible into or exchangeable for Shares at a price per share or,
            as the case may be, having a conversion or exchange  price per share
            less than 95% of the Fair Market Value (as  hereinafter  defined) on
            such record date, the Exercise  Price shall be adjusted  immediately
            after such record  date so that it shall equal the price  determined
            by multiplying the Exercise Price in effect on such record date by a
            fraction, of which the numerator shall be the total number of Shares
            outstanding  on such record  date plus a number  equal to the number
            arrived at by dividing  the  aggregate  price of the total number of
            additional  Shares offered for  subscription  or purchase or, as the
            case may be,  the  aggregate  conversion  or  exchange  price of the
            convertible or exchangeable securities so offered by the Fair Market
            Value,  and of which the  denominator  shall be the total  number of
            Shares  outstanding  on such  record  date plus the total  number of
            additional  Shares so  offered  (or into  which the  convertible  or
            exchangeable securities so offered are convertible or exchangeable);
            Shares  owned by or held for the account of the  Corporation  or any
            subsidiary of the Corporation  shall be deemed not to be outstanding
            for the purpose of any such  computation;  such adjustment  shall be
            made  successively  whenever  such a record  date is  fixed;  to the
            extent  that any  rights or  warrants  are not so issued or any such
            rights  or  warrants  are  not  exercised  prior  to the  expiration
            thereof, the Exercise Price shall then be readjusted to the Exercise
            Price which would then be in effect if such record date had not been
            fixed or to the  Exercise  Price which would then be in effect based
            upon the number of Shares or conversion or exchange rights contained
            in convertible or exchangeable  securities  actually issued upon the
            exercise of such rights or warrants, as the case may be.

      (j)   Additional  Subscriptions.  If at any time the Corporation grants to
            its  shareholders  the right to subscribe  for and purchase pro rata
            additional  securities  of the  Corporation  (other than  securities
            described in subsection  (2)(i) hereof) or of any other  corporation
            or  entity,  there  shall be no  adjustments  made to the  number of
            Shares or other  securities  subject to the Warrants in  consequence
            thereof and the Warrants shall remain unaffected.



                                      -5-


      (k)   Adjustment  for Lower Price  Financing.  If at any time on or before
            April 1, 2002 the Corporation  raises financing in the amount of C$1
            million or more, as part of which equity  securities are issued at a
            price of less than  C$4.50 per  security or  securities  convertible
            into common shares of the Corporation are issued having a conversion
            price of less than C$4.50 per share (in either  case a "Lower  Price
            Financing"),  the  Exercise  Price  shall be  adjusted so that these
            Warrants  are  exercisable  at the issue price or  conversion  price
            under  the  Lower  Price  Financing.   In  addition,   corresponding
            adjustments  shall be made to these  Warrants and the Exercise Price
            in the circumstances  described in section 2 of the letter agreement
            between the Warrantholder and the Corporation dated January 17, 2002
            (the "Stand-by Investment Agreement"), where a Lower Price Financing
            is  completed by the  Corporation  within a period of one year after
            the Corporation  has drawn down all or part of the Committed  Amount
            made available by the  Warrantholder  under the Stand-by  Investment
            Agreement.

      (l)   Carry  Over  of  Adjustments.   Except  as  may  be  required  under
            subsection  2(k) above, no adjustment of the Exercise Price shall be
            made if the amount of such  adjustment  shall be less than 1% of the
            Exercise Price in effect  immediately prior to the event giving rise
            to  the  adjustment,   provided  however,  that  in  such  case  any
            adjustment that would otherwise be required then to be made shall be
            carried  forward and shall be made at the time of and together  with
            the next subsequent  adjustment which,  together with any adjustment
            so carried forward, shall amount to at least 1% per Share.

      (m)   Notice of  Adjustment.  Upon any  adjustment of the number of Shares
            and upon any adjustment of the Exercise Price, then and in each such
            case the  Corporation  shall  give  written  notice  thereof  to the
            Warrantholder,  which notice shall state the Exercise  Price and the
            number  of  Shares  or other  securities  subject  to the  number of
            unexercised  Warrants resulting from such adjustment,  and shall set
            forth in reasonable  detail the method of calculation  and the facts
            upon  which  such  calculation  is based.  Upon the  request  of the
            Warrantholder   there   shall  be   transmitted   promptly   to  the
            Warrantholder  a  statement  of the  firm of  independent  chartered
            accountants  retained  to  audit  the  financial  statements  of the
            Corporation   to  the   effect   that  such  firm   concurs  in  the
            Corporation's calculation of the change.

      (n)   Other Notices. In case at any time:

            (i)   the Corporation intends to sign an underwriting  agreement for
                  a stock  exchange  listed or  quoted  public  offering  of its
                  common shares;

            (ii)  the Corporation shall declare any dividend upon its Shares;

            (iii) the Corporation  shall offer for  subscription pro rata to the
                  holders of its Shares  any  additional  shares of any class or
                  other rights;

            (iv)  there shall be any capital  reorganization or reclassification
                  of the capital  stock of the  Corporation,  or  consolidation,
                  amalgamation or merger of the Corporation with, or sale of all
                  or substantially all of its assets to, another corporation; or


                                      -6-



            (v)   there  shall  be  a  voluntary  or  involuntary   dissolution,
                  liquidation or winding-up of the Corporation,

      then, in any one or more of such cases, the Corporation  shall give to the
      Warrantholder   (A)  at  least  10  days'  prior  written  notice  of  the
      anticipated  signing of such an  underwriting  agreement,  (B) at least 20
      days' prior  written  notice of the date on which a record  shall be taken
      for such dividend,  distribution or subscription rights or for determining
      rights to vote in  respect of any such  reorganization,  reclassification,
      consolidation,  merger,  amalgamation,  sale, dissolution,  liquidation or
      winding-up   and   (C)  in  the   case   of   any   such   reorganization,
      reclassification, consolidation, merger, sale, dissolution, liquidation or
      winding-up,  at least 20 days' prior  written  notice of the date when the
      same shall take place. Such notice in accordance with the foregoing clause
      shall also  specify  (A) in the case of an initial  public  offering,  the
      expected  date of  closing of such  offering,  (B) in the case of any such
      dividend,  distribution  or  subscription  rights,  the date on which  the
      holders of Shares  shall be entitled  thereto,  and (C) in the case of any
      transaction  described in the foregoing  clauses (iv) and (v), the date on
      which the holders of Shares are to be entitled  to exchange  their  Shares
      for securities or other  property  deliverable  upon such  reorganization,
      reclassification,  consolidation, merger, amalgamation, sale, dissolution,
      liquidation or winding-up, as the case may be.

      (o)   Shares  to be  Reserved.  The  Corporation  will at all  times  keep
            available and reserve out of its authorized  Shares,  solely for the
            purpose of issue upon the exercise of these Warrants, such number of
            Shares  as  shall  then be  issuable  upon  the  exercise  of  these
            Warrants. The Corporation covenants and agrees that all Shares which
            shall be so issuable  will,  upon issuance,  be duly  authorized and
            issued, fully paid and non-assessable. The Corporation will take all
            such action as may be  necessary  to assure that all such Shares may
            be so issued without violation of any applicable requirements of any
            stock  exchange  upon  which the  Shares of the  Corporation  may be
            listed or in respect of which the Shares are  qualified for unlisted
            trading privileges.  The Corporation will take all such action as is
            within  its power to assure  that all such  Shares  may be so issued
            without violation of any applicable law.

      (p)   Issue Tax. The issuance of certificates for Shares upon the exercise
            of these Warrants shall be made without charge to the  Warrantholder
            for  any  issuance  tax  in  respect  thereto,   provided  that  the
            Corporation  shall  not be  required  to pay  any tax  which  may be
            payable in respect of any  transfer  involved  in the  issuance  and
            delivery  of  any  certificate  in a name  other  than  that  of the
            Warrantholder.


                                      -7-



      (q)   Fair Market Value.  For the purposes of any  computation  hereunder,
            the  "Fair  Market   Value"  at  any  date  shall  be:  (i)  if  the
            Corporation's common shares are listed on a stock exchange or quoted
            on a similar  securities market, the weighted average sale price per
            share for the common  shares  for any 20  consecutive  trading  days
            (selected by the  Corporation)  commencing  not more than 25 trading
            days before  such date on the  principal  stock  exchange or similar
            securities market upon which the common shares are listed or quoted,
            as the  case may be;  or (ii) if the  computation  is being  made in
            connection  with the initial  public  offering of the  Corporation's
            common  shares,  the  gross  offering  price  per  share  under  the
            offering;  or (iii) in all other cases,  the Fair Market Value shall
            be determined by the  directors in good faith,  which  determination
            shall be  conclusive.  The  weighted  average  sale  price  shall be
            determined by dividing the  aggregate  sale price of all such shares
            sold on the said exchange or market  during the said 20  consecutive
            trading days by the total number of such shares so sold.

3.    TRANSFER

      Subject to  compliance by the  Warrantholder  with any  applicable  resale
restrictions, the Corporation acknowledges and agrees that these Warrants may be
assigned or transferred by the Warrantholder at the  Warrantholder's  option. It
is the  sole  responsibility  of the  Warrantholder  to  ensure  that  all  such
restrictions have been observed.  Upon any permitted assignment or transfer, the
Warrantholder shall furnish the Corporation with such information  regarding the
transferee as the Corporation may reasonably  require to register these Warrants
in the name of the transferee.

4.    REPLACEMENT

      Upon  receipt of evidence  satisfactory  to the  Corporation  of the loss,
theft,  destruction  or  mutilation  of these  Warrants and, if requested by the
Corporation,   upon  delivery  of  a  bond  of  indemnity  satisfactory  to  the
Corporation  (or, in the case of mutilation,  upon surrender of these Warrants),
the Corporation will issue to the Warrantholder replacement Warrants (containing
the same terms and conditions as these Warrants).

5.    EXPIRY DATE

      These  Warrants shall expire and all rights to purchase  Shares  hereunder
shall cease and become  null and void at 5:00 p.m.  (Eastern  Standard  Time) on
February 15, 2006 or upon the happening of certain events as herein provided.


                                      -8-



6.    INABILITY TO DELIVER SHARES

      Notwithstanding  any other provision  hereof, if for any reason beyond the
Corporation's  control (other than the failure or default of the  Warrantholder)
the Corporation is unable to issue and deliver the Shares or other securities as
contemplated  herein  to the  Warrantholder  upon  the  proper  exercise  by the
Warrantholder  of the  Warrants to purchase  any of the Shares  covered by these
Warrants, the Corporation may pay, at its option and in complete satisfaction of
its obligations hereunder, to the Warrantholder, in cash, an amount equal to the
difference  between the  applicable  Exercise Price and the Fair Market Value of
such Shares or other securities on the Exercise Date.

7.    GOVERNING LAW

      The laws of the Province of Ontario and applicable  federal laws of Canada
shall govern these Warrants.

8.    SUCCESSORS

      These Warrants shall enure to the benefit of and shall be binding upon the
Warrantholder and the Corporation and their respective successors.

      IN WITNESS  WHEREOF the Corporation has caused these Warrants to be signed
by its duly authorised officers and its corporate seal hereto affixed.


      DATED:  February 15, 2002.


                                        YM BIOSCIENCES INC.

                                        By:
                                           ---------------------------




                       ANNEX "A" TO SHARE PURCHASE WARRANT

                              ELECTION TO PURCHASE

      The  undersigned  Warrantholder  hereby  irrevocably  elects  to  exercise
Warrants issued by YM BIOSCIENCES INC. dated February 15, 2002 for the number of
common shares (or other property or securities  subject  thereto)  ("Shares") as
set forth below:

      (a)   Number of Shares to be Acquired:            __________

      (b)   Exercise Price per Share:                 C$__________

      (c)   Aggregate Purchase Price                  C$__________
            [(a) multiplied by (b)]


and  hereby  tenders a  certified  or  cashier's  cheque or bank  draft for such
aggregate  purchase  price,  and  directs  such  Shares to be  registered  and a
certificate therefor to be issued as directed below.

      DATED this ________ day of __________ , 200_.



- ---------------------                     ----------------------------
Witness                                   Signature


Direction as to Registration

Name of Registered Holder:
                                          -----------------------------

Address of Registered Holder:
                                          -----------------------------





                                    ANNEX "B"

TO:   YM BIOSCIENCES INC.



      FOR VALUE RECEIVED,  the undersigned  hereby sells,  transfers and assigns
unto ________ the within warrant (herein called the "warrant").  The undersigned
hereby  irrevocably  instructs  you to  transfer  the  warrant  on your books of
registration  and to issue in  substitution  therefor a new  warrant in the same
aggregate number of warrants as the warrant.

      DATED this ________ day of __________ , 200_.




Signature of Transferor is hereby guaranteed:

                                        ------------------------------------
                                        (Signature of Transferor)

Note: The signature to this warrant  transfer must  correspond  with the name as
set forth on the face of the warrant in every particular  without  alteration or
enlargement or any change whatsoever,  and must be guaranteed by a bank or other
financial institution acceptable to the Corporation.