definiens: means the United States Securities and Exchange Commission ; at any time means, collectively, the holders of Common Shares and holders of Options at such time ; means CellCept ® ( mycophenolate mofitil ) in such forms and dosages as are licensedto the Company pursuant to the Roche Agreement ; has the meaning ascribed thereto in Section 3.5(a ) ; means the [COMPANY] 2002 Incentive Stock Option Plan, as amended ; means [COMPANY] Pharmaceuticals S.A., a company incorporated under the laws of Switzerland, AsprevaPharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware and [COMPANY] Pharmaceuticals Ltd., acompany incorporated under the laws of England and Wales ; means, with respect to a specified person, ( a ) any corporation, partnership, joint venture, association, limitedliability company, unlimited liability company or other person or organization, incorporated or unincorporated, which is asubsidiary as defined in the BCSA of such specified person, ( b ) a partnership of which such specified person or another ofits subsidiaries is a general partner or owns beneficially more than 50 % of the ownership interests, or ( c ) a subsidiary ( asdefined in clause ( a ) or ( b ) hereof ) or any person described in clause ( a ) or ( b ) hereof of any subsidiary ( as so defined)thereof ; means any bona fide written Acquisition Proposal that relates to not less than 50 % of the outstandingCommon Shares or assets of the Company or any of the Subsidiaries representing not less than 50 % of the marketcapitalization ( net of cash and cash equivalents in the case of an Acquisition Proposal relating to a proposed acquisition ofassets ) of the Company, that the board of directors of the Company- 9 - determines in its good faith judgment ( after, among other things, consultation, to the extent considered appropriate by theboard of directors of the Company, with a financial advisor ), taking into account, among other things, the terms andconditions of such Acquisition Proposal and other factors considered relevant by the board of directors of the Company(including in the case of an Acquisition Proposal relating to a proposed acquisition of less than all of the assets of theCompany and the Subsidiaries, the value of the assets to be retained by the Company and the Subsidiaries ), ( a ) is reasonablycapable of being consummated, taking into account all legal, financial, regulatory and other aspects of the AcquisitionProposal, and ( b ) would, if consummated in accordance with its terms, result in a transaction that ( i ) is more favourable tothe Company or the holders of Common Shares from a financial point of view than the terms of the Arrangement, and(ii ) that provides to the holders of Common Shares consideration per Common Share that is greater than the Purchase Price(or in the case of a sale of assets, provides consideration to the Company that, when aggregated with the value of any assetsto be retained by the Company and the Subsidiaries, is greater than the aggregate consideration to be paid pursuant to thisAgreement ) ; has the meaning ascribed thereto in the preambles ; and have the respective meanings ascribed thereto in Section 3.11(c ) ; means Income Tax Act ( Canada ) including the regulations made thereunder, as now in effect and as they may bepromulgated or amended from time to time ; means any and all returns, declarations, reports, information returns and statements filed or required to befiled with any taxing authority relating to Taxes ; means February 29, 2008 ; means a fee equal to $ 23 million ; and means the Toronto Stock Exchange