definiens: means the special meeting of [COMPANY] Shareholders, including any adjournment orpostponement thereof, to be called and held in accordance with the Interim Order to consider the CardiomeArrangement Resolution and for any other purpose as may be set out in the [COMPANY] Circular and agreed to byCipher ; means the stock option plan of [COMPANY], last approved by [COMPANY] Shareholders on June20, 2017 ; means, at any time, options to acquire [COMPANY] Shares granted under the [COMPANY] OptionPlan which are, at such time, outstanding and unexercised ( whether or not vested ) ; has the meaning ascribed thereto in Subsection 2.3(c ) ; means the holders of [COMPANY] Shares ; -5- means issued and outstanding common shares in capital of [COMPANY] ; means, collectively, those senior officers and directors of [COMPANY] who haveentered into [COMPANY] Voting Agreements ; has the meaning ascribed thereto in Subsection 8.5(a ) ; means the voting agreements ( including all amendments thereto ) between Cipherand the [COMPANY] Supporting Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their [COMPANY] Shares in favour of the [COMPANY] Arrangement Resolution ; means, at any time, purchase warrants to acquire [COMPANY] Shares which are, at such time, outstanding and unexercised ; means the Canada Business Corporations Act ; means the certificate of arrangement to be issued by the Director pursuant tosubsection 192(7 ) of the CBCA in respect of the Articles of Arrangement ; has the meaning ascribed thereto in Subsection 7.2(a)(iv ) ; means the board of directors of Cipher as the same is constituted from time to time ; has the meaning ascribed thereto in Subsection 9.1(a ) ; means any demand, action, cause of action, investigation, inquiry, suit, proceeding, claim, complaint, arbitration, charge, prosecution, assessment or reassessment, including any appeal or application for review, judgment, arbitration, award, grievance, settlement or compromise ; has the meaning ascribed thereto in Section 9.4 ; means the confidentiality agreement between the Parties made with effect as ofOctober 23, 2017, as amended on February 1, 2018 ; means the consideration to be received by [COMPANY] Shareholders ( other than DissentingShareholders ) for their [COMPANY] Shares pursuant to the Plan of Arrangement, consisting of one ( 1 ) ConsiderationShare for each one ( 1 ) [COMPANY] Share in accordance with the Exchange Ratio ( subject to any adjustment of theExchange Ratio ) ; means the [COMPANY] Shares to be issued in exchange for [COMPANY] Shares pursuant to theArrangement ; means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, jointventure, partnership or other right or obligation ( written or oral ) to which a Party or any of its subsidiaries is a party orby which a Party or any of its subsidiaries is bound or to which any of their respective properties or assets is subject ; means [COMPANY] Pharma Corp., a corporation incorporated under the CBCA, that is and will be a wholly - owned subsidiary of [COMPANY] immediately prior to the Effective Time ; means a corporation to be incorporated under the CBCA, that is and will be a wholly - ownedsubsidiary of [COMPANY] immediately prior to the Effective Time ; -6- means issued and outstanding common shares in the capital of [COMPANY] Canada ; has the meaning ascribed thereto in Subsection 9.2(a ) ; has the meaning ascribed thereto in Subsection 2.16(a ) ; means the issued and outstanding common shares in the capital of [COMPANY] ; means the stock option plan of [COMPANY] to be adopted by [COMPANY] prior to the EffectiveTime, having identical terms and conditions to the [COMPANY] Option Plan ( except all references to [COMPANY] shall bereferences to [COMPANY] ) ; means the Supreme Court of British Columbia ; means the amended and restated term loan agreement dated as of May 11, 2017 among [COMPANY] andits senior lenders ( and their agent, CRG Servicing LLC ) and all agreements ancillary thereto ; has the meaning ascribed thereto in Section 9.4 ; has the meaning ascribed thereto in Section 9.4 ; means Computershare Trust Company of Canada, appointed for the purpose of, among other things, exchanging certificates representing [COMPANY] Shares for certificates representing Consideration Shares ; means the Director appointed pursuant to Section 260 of the CBCA ; has the meaning ascribed thereto in Section 9.4 ; means the rights of dissent exercisable by the [COMPANY] Shareholders under Section 190 of theCBCA in respect of the Arrangement, as described in the Plan of Arrangement ; has the meaning ascribed thereto in the Plan of Arrangement ; means the date shown on the Certificate of Arrangement giving effect to the Arrangement, whichshall be no later than the Outside Date ; has the meaning ascribed thereto in the Plan of Arrangement ; has the meaning ascribed thereto in Section 5.3 ; means all benefit, bonus, incentive, pension, retirement, savings, stock purchase, profit sharing, stock option, stock appreciation, phantom stock, termination, change of control, life insurance, medical, health, welfare, hospital, dental, vision care, drug, sick leave, disability, and similar plans, programmes, arrangements orpractices relating to any current or former director, officer or employee of [COMPANY] or any of its subsidiaries ; includes any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, adverse claim, other third person interest or encumbrance of any kind, whether contingent or absolute, and anyagreement, option, right or privilege ( whether by Law, Contract or otherwise ) capable of becoming any of the foregoing ; means all Laws aimed at, or relating to, the reclamation or restoration of properties, protectionof the environment, abatement of pollution, protection of wildlife, ensuring public safety from environmental hazards, occupational health and safety, and all other Laws relating to the management processing, use, treatment, storage, disposal, discharge, transport or handling of any Hazardous Substances ; -7- means any Permits issued or required under any Environmental Law ; means a ratio of one ( 1 ) Consideration Share for each one ( 1 ) [COMPANY] Share ; provided however, that the [COMPANY] Board may by resolution determine to adjust and set the number of [COMPANY] Shares in such ratioat any number between one ( 1 ) and ten ( 10 ) so as to permit compliance with any applicable stock exchangerequirements ; means an order of the Court granted pursuant to Section 192 of the CBCA, in a form acceptable to theParties, each acting reasonably, approving the Arrangement after a hearing upon the procedural and substantivefairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court ( with the consent of the Parties, each acting reasonably ) at any time prior to theEffective Date or, if appealed, as affirmed or amended ( provided, however, that any such amendment is acceptable tothe Parties, each acting reasonably ) on appeal, unless such appeal is withdrawn, abandoned or denied ; means ( i ) any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi - government, administrative, judicial or regulatory authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any centralbank ( or similar monetary or regulatory authority ) thereof, any taxing authority, any ministry or department or agencyof any of the foregoing, ( ii ) any self - regulatory organization or stock exchange, including the TSX and Nasdaq, ( iii ) anyentity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government;and ( iv ) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any ofsuch entities or other bodies pursuant to the foregoing ; means any waste or other substance that is prohibited, listed, defined, designated orclassified as hazardous, radioactive, corrosive, explosive, infectious, carcinogenic, or toxic or a pollutant or acontaminant under or pursuant to, or that could result in any Liability under, any applicable Environment Lawsincluding petroleum and all derivatives thereof or synthetic substitutes therefor, hydrogen sulphide, arsenic, cadmium, lead, mercury, polychlorinated biphenyls ( ), PCB - containing equipment and material, mould, asbestos, asbestos - containing material, urea - formaldehyde, urea - formaldehyde - containing material and any other material orsubstance that may impair the environment ; means an amount equal to ( i ) [ redacted ], if all of the conditions referenced in Subsections 6.1(i),6.1(j ) and 6.1(k ) have been satisfied on prior to the Effective Time, or ( ii ) $ 2,500,000, in any other case, which amountforms part of the Share Purchase Consideration and shall be paid to [COMPANY] pursuant to the terms and conditions ofSection 9.9 ; means including without limitation, and and have a corresponding meaning ; has the meaning ascribed thereto in Section 9.4 ; means a [COMPANY] Indemnified Party or Cipher Indemnified Party, as applicable ; means the Intellectual Property Rights owned or licensed by [COMPANY] which form partof the Retained Assets, as listed in Schedule C(x ) of the [COMPANY] Disclosure Letter ; means all rights in intellectual property and industrial property, whether or notregistrable, patentable or otherwise formally protectable, and whether or not registered, patented, otherwise formallyprotected or the subject of a pending application for registration, patent or any other formal protection, including allrights, titles, interests, and benefits in and to ( a ) trade - marks, trade dress, corporate, partnership and business namesand other trade names, ( b ) inventions, patent rights, arts, processes, machines, manufactures, compositions ofmatter, ( c ) copyrights, software and databases, ( d ) designs and industrial designs, ( e ) know - how, trade secrets, proprietary information, formulae, recipes, systems, methods and techniques and related documentation, customerand supplier information, and market and survey information, ( f ) telephone numbers, domain names and social mediaidentities, and all derivatives, modifications and improvements of the foregoing ; -8- means any agreements between [COMPANY] and one or more of its subsidiaries ; means an order of the Court in a form acceptable to the Parties, each acting reasonably, providingfor, among other things, the calling and holding of the [COMPANY] Meeting, as the same may be amended by the Courtwith the consent of the Parties, each acting reasonably ; means those sanctions, rulings, consents, orders, exemptions, permits and otherapprovals of Governmental Entities, necessary to proceed with the transactions contemplated by this Agreement andthe Plan of Arrangement, including but not limited to, in relation to [COMPANY], the approval of the TSX and Nasdaq inrespect of the Arrangement and the grant of the Interim Order and the Final Order, as listed in Schedule C(i ) of theCardiome Disclosure Letter ; means those notices, consents or approvals required to be delivered to or obtained fromany third party ( other than any Governmental Entity ), including under any Contract, to proceed with the transactionscontemplated by this Agreement and the Plan of Arrangement, as listed in Schedule C(i ) of the [COMPANY] DisclosureLetter ; means, with respect to any Person, any and all applicable law ( statutory, common or otherwise ), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similarrequirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that isbinding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent thatthey have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended ; means, in respect of any Person, any debt, liability or obligation of any kind or nature whatsoever, including ( i ) any right against such Person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, ( ii)any right against such Person to an equitable remedy for breach of performance if such breach gives rise to a right topayment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured, and ( iii ) any obligation of such Person for the performance ofany covenant or agreement ( whether for the payment of money or otherwise ) ; means any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment, interestcharges, punitive damages, fines, penalties and reasonable professional fees and disbursements, including inconnection with any Claim ; means any effect that is, or would reasonably be expected to be, material and adverse tothe Retained Assets or Retained Liabilities, taken as a whole, or the business, condition ( financial or otherwise),properties, assets ( tangible or intangible ), liabilities ( whether absolute, accrued, conditional or otherwise ), operations orresults of operations of [COMPANY] and its subsidiaries, taken as a whole, other than any effect relating to or affecting, as applicable ( i ) the Canadian economy, political conditions ( including the outbreak of war or any acts of terrorism ) orsecurities markets in general, ( ii ) the pharmaceutical industry in general, ( iii ) any generally applicable change in Laws(other than orders, judgments or decrees against [COMPANY] or any of its subsidiaries ), or ( iv ) a change in the markettrading price of the [COMPANY] Shares that is either ( A ) related to this Agreement and the Arrangement or theannouncement thereof, or ( B ) primarily a result of a change, effect, event or occurrence excluded from this definitionof Material Adverse Effect referred to in clause ( i ), ( ii ) or ( iii ) above ; provided, however, that the effect referred to inclause ( i ), ( ii ) or ( iii ) above does not primarily relate to ( or have the effect of primarily relating to ) [COMPANY] and itssubsidiaries, taken as a whole, or disproportionately adversely affect [COMPANY] and its subsidiaries, taken as a whole, compared to other companies of similar size operating in the industry in which [COMPANY] and its subsidiaries operate ; -9-, and have the meanings ascribed thereto in the SecuritiesAct ; means Multilateral Instrument 61 - 101 - Protection of Minority Security Holders in Special Transactions ; means those assets listed Schedule J ; means those assets listed in Schedule I ; means the Nasdaq Capital Market ; has the meaning ascribed thereto in Subsection 7.6(a ) ; has the meaning ascribed thereto in Subsection 7.6(b ) ;,, or any similarreference, means, with respect to an action taken by a Person, that such action is consistent with the past practicesof such Person and is taken in the ordinary course of the normal day - to - day business and operations of such Person;provided that in any event such action is not unreasonable or unusual ; has the meaning ascribed thereto in Subsection 7.6(a ) ; means the office lease agreement between [COMPANY] and Central 1 Credit Union dated July 23, 2014 ; has the meaning ascribed thereto in Subsection 7.6(b ) ; means June 30, 2018 or such later date as may be agreed to in writing by the Parties ; means, collectively, [COMPANY], [COMPANY] and Cipher and means any one of them ; means any license, permit, certificate, consent, order, grant, approval, agreement, classification, restriction, registration or other Authorization of, from or required by any Governmental Entity ; includes any individual, firm, partnership, limited partnership, limited liability partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, body corporate, corporation, company, unincorporated associationor organization, Governmental Entity, syndicate or other entity, whether or not having legal status ; means the plan of arrangement of [COMPANY], substantially in the form attached as ScheduleA, and any amendments or variations thereto made from time to time in accordance with this Agreement, the Plan ofArrangement or upon the direction of the Court in the Interim Order or the Final Order with the consent of the Parties, each acting reasonably ; has the meaning ascribed thereto in Subsection 2.17(a ) ; means [COMPANY] ’s 2014 Phantom Share Unit Plan adopted with effect from December 6, 2014 ; -10- means, as of any date, phantom share units issued under the PSU Plan outstanding as of such date ; means, collectively, in respect of a Person, its subsidiaries and its affiliates and its and theirrespective officers, directors, employees, consultants, advisors, agents or other representatives ( including financial, legal or other advisors ) ; means only those assets listed in Schedule F and includes the Books and Records ; means only those employees of [COMPANY] or its subsidiaries listed in Schedule H ; means only those Liabilities listed in Schedule G ; has the meaning ascribed thereto in Subsection 7.6(b ) ; means [COMPANY] ’s Amended Restricted Share Unit Plan adopted with effect from May 9, 2014 ; means, as of any date, restricted share units issued under the RSU Plan outstanding as of such date ; means the U.S. Securities and Exchange Commission ; means the Securities Act ( British Columbia ) and the rules, regulations and published policies madethereunder, as now in effect and as they may be promulgated or amended from time to time ; means all applicable securities regulatory authorities, including the applicable securitiescommissions or similar regulatory authorities in each of the provinces and territories of Canada and the TSX, Nasdaqand the SEC ; means the Securities Act, together with all other applicable Canadian provincial securities laws, theU.S. Securities Act, U.S. Exchange Act, and applicable securities laws of the United States and the states thereof, and the rules and regulations and published policies of the securities authorities thereunder, as now in effect and asthey may be promulgated or amended from time to time, and includes the rules and policies of the TSX and Nasdaq ; means an amount equal to $ 25,500,000 to be paid by Cipher to [COMPANY] aspayment for all of the outstanding [COMPANY] Shares held by [COMPANY] pursuant to the terms of the Arrangement(inclusive, for greater certainty, of the Holdback Amount ) ; means a sublicense and supply agreement to be entered into between CorrevioInternational Sarl and [COMPANY], in substantially the form agreed to by the Parties as of the date hereof ( and asapproved by SteadyMed Ltd. ), pursuant to which [COMPANY] will be granted certain rights with respect of thecommercialization of Trevyent ® ( a drug device combination that delivers Remodulin ® ( treprostinil ) ) in Canada ; means a sublicense and supply agreement to be entered into between CorrevioInternational Sarl and [COMPANY], in substantially the form agreed to by the Parties as of the date hereof ( and asapproved by Allergan Pharmaceuticals International Limited ), pursuant to which [COMPANY] will be granted certain rightswith respect of the commercialization of Xydalba ™ ( dalbavancin hydrochloride ) in Canada ; has the meaning ascribed thereto in the Securities Act ; means any bona fide Acquisition Proposal that relates to the acquisition of 100 % of theoutstanding [COMPANY] Shares, made in writing by a third party or third parties acting jointly or in concert with oneanother, who deal at arm ’s length to [COMPANY], that in the good faith determination of the [COMPANY] Board, afterreceipt of advice from its outside financial advisor and legal counsel : ( i ) is reasonably capable of being completed inaccordance with its terms without undue delay, taking into account all legal, financial, regulatory and other aspects ofsuch proposal and the party making such proposal ; ( ii ) in respect of which any required financing to complete suchAcquisition Proposal has been demonstrated to be available ; ( iii ) is not subject to a due diligence or access condition;(iv ) did not result from a breach of Article 7 ; ( v ) is made available to all [COMPANY] Shareholders on the same termsand conditions ; ( vi ) failure to recommend such Acquisition Proposal to the [COMPANY] Shareholders would beinconsistent with the [COMPANY] Board ’s fiduciary duties ; and ( vii ) taking into account all of the terms and conditions ofsuch Acquisition Proposal, if consummated in accordance with its terms ( but not assuming away any risk of non - completion ), would result in a transaction more favourable to [COMPANY] Shareholders, from a financial point of view, than the Arrangement ( after taking into account any adjustment to the terms and conditions of the Arrangementproposed by Cipher pursuant to Section 7.3 ) ; -11- has the meaning ascribed thereto in Subsection7.3(a)(iv ) ; has the meaning ascribed thereto in Subsection 7.3(a)(iv ) ; means the Income Tax Act ( Canada ) and the regulations made thereunder, as now in effect and as theymay be promulgated or amended from time to time ; means all returns, reports, declarations, elections, notices, filings, forms, statements and otherdocuments ( whether in tangible, electronic or other form ) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Lawin respect of Taxes ; means any and all domestic and foreign federal, state, provincial, municipal and local taxes, assessmentsand other governmental charges, duties, impositions and liabilities imposed by any Governmental Entity, includingwithout limitation pension plan contributions, tax instalment payments, unemployment insurance contributions andemployment insurance contributions, workers ’ compensation and deductions at source, including taxes based on ormeasured by gross receipts, income, profits, sales, capital, use, and occupation, and including goods and services, value added, ad valorem, sales, capital, transfer, franchise, non - resident withholding, customs, payroll, recapture, employment, excise and property duties and taxes, together with all interest, penalties, fines and additions imposedwith respect to such amounts ; means an amount equal to $ 2,500,000 ; has the meaning ascribed thereto in Subsection 8.4(a ) ; has the meaning ascribed thereto in Section 9.4 ; means the transfer agreement / bill of sale to be entered into on the Effective Date, betweenthe [COMPANY] and [COMPANY], which effects the sale, conveyance, grant, transfer and assignment to [COMPANY] of all ofCardiome ’s, right, title or interest in or to the Assigned Assets ; has the meaning ascribed thereto in Subsection 7.6(a ) ; has the meaning ascribed thereto in Section 10.1 ; means the Toronto Stock Exchange ; means the United States of America, its territories and possessions, any state of the United Statesand the District of Columbia ; -12- means the United States Securities Exchange Act of 1934, as amended and the rules andregulations promulgated thereunder ; means United States generally accepted accounting principles ; means the United States Securities Act of 1933, as amended and the rules and regulationspromulgated thereunder ; and has the meaning ascribed thereto in Section 2.14;1.2InterpretationFor the purposes of this Agreement, except as otherwise expressly provided:(a ) means this Arrangement Agreement, including the recitals and Schedules hereto, and notany particular Article, Section, Subsection or other subdivision, recital or Schedule hereof, and includes anyagreement, document or instrument entered into, made or delivered pursuant to the terms hereof, as thesame may, from time to time, be supplemented or amended and in effect;(b)the words,, and and other words of similar import refer to thisAgreement as a whole and not to any particular Article, Section, Subsection, or other subdivision, recital orAppendix hereof;(c)all references in this Agreement to a designated,, or other subdivision, recital or hereof are references to the designated Article, Section, Subsections or othersubdivision, recital or Schedule to, this Agreement;(d)the division of this Agreement into Article, Sections, Subsections and other subdivisions, recitals orSchedule, the inclusion of a table of contents and the insertion of headings and captions are for convenienceof reference only and are not intended to interpret, define or limit the scope, extent or intent of this Agreementor any provision hereof;(e)a reference to a statute in this Agreement includes all regulations, rules, policies or instruments madethereunder, all amendments to the statute, regulations, rules, policies or instruments in force from time totime, and any statutes, regulations, rules, policies or instruments that supplement or supersede such statute, regulations, rules, policies or instruments ; and(f)the word is not limiting, whether or not non - limiting language ( such as or or words of similar import ) is used with reference thereto