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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Adherex Technologies Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00686R200

(CUSIP Number)

Southpoint Capital Advisors

623 Fifth Avenue, Suite 2601

New York, New York 10022

212-692-6350

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 8, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing

this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other

parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of

securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities

Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the

Act (however, see the Notes).

CUSIP No. 00686R200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Southpoint Master Fund, LP
2.	Check the Appropriate Box if a Member of a Group
					(a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					[ ]
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 200,000,000
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 200,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares					[ ]
13.	Percent of Class Represented by Amount in Row (11) 54.3%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 00686R200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Southpoint Fund LP
2.	Check the Appropriate Box if a Member of a Group
					(a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					[ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 200,000,000
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 200,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares					[ ]
13.	Percent of Class Represented by Amount in Row (11) 54.3%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 00686R200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Southpoint Qualified Fund LP
2.	Check the Appropriate Box if a Member of a Group
					(a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					[ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 200,000,000
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 200,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares					[ ]
13.	Percent of Class Represented by Amount in Row (11) 54.3%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 00686R200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Southpoint Offshore Fund, Ltd.
2.	Check the Appropriate Box if a Member of a Group
					(a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					[ ]
6.	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 200,000,000
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 200,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares					[ ]
13.	Percent of Class Represented by Amount in Row (11) 54.3%
14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 00686R200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Southpoint Capital Advisors LP
2.	Check the Appropriate Box if a Member of a Group
					(a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					[ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 200,000,000
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 200,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares					[ ]
13.	Percent of Class Represented by Amount in Row (11) 54.3%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 00686R200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Southpoint GP, LP
2.	Check the Appropriate Box if a Member of a Group
					(a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					[ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 200,000,000
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 200,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares					[ ]
13.	Percent of Class Represented by Amount in Row (11) 54.3%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 00686R200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Southpoint Capital Advisors LLC
2.	Check the Appropriate Box if a Member of a Group
					(a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					[ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 200,000,000
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 200,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares					[ ]
13.	Percent of Class Represented by Amount in Row (11) 54.3%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 00686R200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	Southpoint GP, LLC
2.	Check the Appropriate Box if a Member of a Group
					(a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					[ ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 200,000,000
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 200,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares					[ ]
13.	Percent of Class Represented by Amount in Row (11) 54.3%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 00686R200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
	John S. Clark II
2.	Check the Appropriate Box if a Member of a Group
					(a) [ ] (b) [ ]
3.	SEC Use Only
4.	Source of Funds			WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)					[ ]
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 200,000,000
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 200,000,000
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 200,000,000
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares					[ ]
13.	Percent of Class Represented by Amount in Row (11) 54.3%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 00686R200

This Amendment No. 5 (this “Amendment”) to Schedule 13D relates to shares of common stock (the “Common Stock”) of Adherex Technologies Inc., a Canadian corporation (the “Issuer”).

This Amendment is being filed to report a change in the amount of Common Stock beneficially owned by the Reporting Persons. This Amendment modifies the original Schedule 13D filed by the Reporting Persons on March 2, 2007.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) The undersigned reporting persons (the “Reporting Persons”) beneficially own 200,000,000 shares of Common Stock, which represents 54.3% of the Issuer’s outstanding shares of Common Stock, which such percentage was calculated by dividing (i) 200,000,000, the number of shares of Common Stock beneficially owned by the Reporting Persons by (ii) 368,293,451 shares of Common Stock, the number of shares of Common Stock issued and outstanding as reported by the Issuer as of May 24, 2010.

(b) The Reporting Persons have the power to vote and dispose of the 200,000,000 shares of Common Stock held by Southpoint Master Fund, LP (the “Master Fund”).

The filing of this statement on Schedule 13D shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 200,000,000 shares of Common Stock held by the Master Fund. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.

(c) On June 8, 2010, the Reporting Persons acting through the Master Fund sold 41,504,000 units in a private transaction. The sale price of each unit was CDN$0.03. Each unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock. The warrants may not be exercised until October 30, 2010, and therefore, pursuant to Rule 13d-3(d)(1)(i), the Reporting Persons have never been deemed to be the beneficial owner of the Common Stock underlying the warrants, and thus the shares underlying the warrants were never reported as owned by the Reporting Persons.

(d) Not applicable.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 10, 2010

SOUTHPOINT MASTER FUND, LP

By: Southpoint GP, LP, its general partner

By: Southpoint GP, LLC, its general partner

By: /s/ John S. Clark II