definiens: means, other than the transactions contemplated by this Agreement, any bona fide offer, proposal or inquiry from any Person or group of Persons acting jointly or in concert, whether or not in writing andwhether or not made public, made after the date hereof relating to : ( a ) any acquisition or purchase, direct or indirect, of : ( i ) all or any part of the assets comprising the Retained Assets held by [COMPANY] or any of its subsidiaries, or ( ii)20 % or more of the issued and outstanding voting or equity securities of [COMPANY] ; ( b ) any take - over bid, tender offeror exchange offer that, if consummated, would result in such Person or group of Persons beneficially owning 20 % ormore of the issued and outstanding voting or equity securities of [COMPANY] ; or ( c ) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving [COMPANY] or all or any part of the assets comprising the RetainedAssets held by [COMPANY] or any of its subsidiaries but not such a transaction affecting solely the Assigned Assets ; inall cases, whether in a single transaction or in a series of related transactions ; provided, that, an Acquisition Proposalshall not include any bona fide offer, proposal or inquiry relating solely to the acquisition of Assigned Assets ; has the meaning ascribed thereto in the Securities Act ; -2- means this arrangement agreement, including all schedules annexed hereto, together with the CardiomeDisclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time, inaccordance with the terms hereof ; means, with respect to the Aggrastat product, collectively ( i ) a transitionservices agreement, and ( ii ) a supply agreement, in each case to be entered into between [COMPANY] ( and any affiliatesof [COMPANY] to the extent necessary or advisable ) and [COMPANY], containing terms and conditions consistent with theterm sheets relating thereto as agreed to by the Parties as of the date hereof, together with such other terms andconditions as are typical for agreements of such nature and as may otherwise be agreed to by the Parties, eachacting reasonably ; means, with respect to the Brinavess product, collectively ( i ) a transitionservices agreement, and ( ii ) a supply agreement, in each case to be entered into between [COMPANY] ( and any affiliatesof [COMPANY] to the extent necessary or advisable ) and [COMPANY], containing terms and conditions consistent with theterm sheets relating thereto as agreed to by the Parties as of the date hereof, together with such other terms andconditions as are typical for agreements of such nature and as may otherwise be agreed to by the Parties, eachacting reasonably ; means the arrangement of [COMPANY] under Section 192 of the CBCA on the terms and subject to theconditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangementmade in accordance with the terms of this Agreement or Article 7 of the Plan of Arrangement or made at the directionof the Court in the Final Order with the consent of the Parties, each acting reasonably ; means the articles of arrangement of [COMPANY] in respect of the Arrangement required bythe CBCA to be filed with the Director after the Final Order is made, which shall be in form and content satisfactory tothe Parties, each acting reasonably ; means all of the assets, properties, interests and rights of [COMPANY] and its subsidiaries ( of anynature or kind whatsoever ), other than the Retained Assets ; means the assignment and assumption agreement to be entered into onthe Effective Date between [COMPANY] and [COMPANY], evidencing the assignment to and the assumption by [COMPANY] ofall of the Assumed Liabilities ; means all of the Liabilities of [COMPANY] and its subsidiaries, other than the Retained Liabilities, whether arising before, as of, or after the Effective Time ; means any authorization, order, Permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule or regulation, whether or not having the force of Law, and includes any EnvironmentalPermit ; means all information in any form relating to [COMPANY] ( including all predecessor corporations)or the Retained Assets and Retained Liabilities, including books of account, financial, tax, business, marketing, personnel and research information and records, equipment logs, operating guides and manuals and all otherdocuments, files, correspondence and other information ; means all patents, trademarks and goodwill owned by [COMPANY] related to the Brinavess productand the royalty agreement between [COMPANY] International Sarl and [COMPANY] with respect to royalties on non - CanadianBrinavess, but not including any Canadian patents, trademarks and goodwill related to the Brinavess product ; means any day of the year, other than a Saturday, Sunday or any statutory holiday in Toronto, Ontario or Vancouver, British Columbia ; -3- means the audited consolidated financial statements of [COMPANY] as at, and for the financial years ended, December 31, 2016 and December 31, 2015, including the notes thereto ; means the special resolution of the [COMPANY] Shareholders approving theArrangement, the Plan of Arrangement and this Arrangement Agreement to be considered at the [COMPANY] Meeting, substantially in the form attached as Schedule B ; means the board of directors of [COMPANY], as the same is constituted from time to time ; means the notice of the [COMPANY] Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, to be sent to the CardiomeShareholders and other securityholders of [COMPANY], as required, in connection with the [COMPANY] Meeting, asamended, supplemented or otherwise modified from time to time ; means all information, disclosure, forms, reports, schedules, statements, certifications and other documents, including without limitation all press releases, forms, reports, schedules, financialstatements and notes and schedules to such financial statements, management ’s discussion and analysis offinancial condition and operations, certifications, annual information forms, management information circulars, materialchange reports and other documents required to be publicly disclosed or filed by [COMPANY] with Securities Authoritiespursuant to applicable Securities Laws, and which are available for review under [COMPANY] ’s SEDAR profile atwww.sedar.com ; means the disclosure letter executed by [COMPANY] and delivered to Cipher prior to orconcurrently with the execution of this Agreement ; means Evans & Evans, Inc. ; means, collectively, the [COMPANY] Annual Financial Statements and the CardiomeInterim Financial Statements ; means the unaudited consolidated interim financial statements ofCardiome as at, and for the three and nine months ended, September 30, 2017 and September 30, 2016, including thenotes thereto ; means any Contract to which [COMPANY] is a party or by which [COMPANY] is boundpursuant to which [COMPANY] has any material Liability or for which there is a reasonable potential for [COMPANY] to havea material Liability but shall not include any contract terminable with no additional consideration by [COMPANY] on 30days or less notice to the counterparty . Without limiting the foregoing, the term shallinclude any:(a)Contract concerning or relating to the Retained Assets ( including the Intellectual Property Assets ) or RetainedLiabilities;(b)lease or other Contract concerning or relating to real property leased by Cardiome;(c)employment or consulting Contract with any officer, employee or consultant of [COMPANY] ( except foremployment or consulting contracts of indefinite hire or subject to automatic renewal entered into in theordinary course of business);(d)collective bargaining agreement or other Contract with any labour union;(e)profit sharing, bonus, stock option, pension, retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement providing benefits to any current or former director, officer, employee or consultant of [COMPANY] ; -4- ( f)orders or other Contracts for the purchase of products, supplies, equipment or services which involvesaggregate annual expenditures in excess of [ redacted];(g)orders or other Contracts for the sale of products, supplies, equipment or services which involves aggregateannual expenditures in excess of [ redacted];(h)loan or credit agreement, trust indenture, mortgage, promissory note or other Contract for the borrowing ofmoney under which [COMPANY] has any obligations;(i)agreement of guarantee, support, assumption or endorsement of, or any other similar commitment withrespect to, the Liabilities of, or any agreement to provide financial assistance of any kind to, any otherPerson;(j)Contract pursuant to which [COMPANY] has any continuing obligations relating to indemnification that couldreasonably be expected to give rise to a Claim in excess of [ redacted];(k)commitment for charitable contributions;(l)Contract providing for annual capital expenditures in excess of [ redacted ] in the aggregate;(m)Contract for the sale of any assets, other than sales of inventory to customers in the ordinary course ofbusiness;(n)Contract pursuant to which [COMPANY] is a lessor of any machinery, equipment, motor vehicles, officefurniture, fixtures or other personal property which involves aggregate payments in excess of [ redacted];(o)any non - competition or similar Contract or any agreement that prohibits the ability of [COMPANY] to participatein any type of business or to conduct business in any geographic area;(p)Contract with any officer, director, employee, consultant, shareholder or any other person not dealing at arm’slength with [COMPANY] ( within the meaning of the Tax Act ), except for employment or consultant contracts;(q)Contract containing any, or other similar provisions that will be triggered byconsummation of the transactions contemplated by this Agreement, including the Arrangement ; or(r)other Contract, not described above, under which [COMPANY] has any Liabilities or potential Liabilities inexcess of [ redacted ] per annum in the aggregate