definiens: means any solid, liquid, gaseous matter, microorganism, vibration, rays, heat, odour, radiation, or a combination of any of them likely to alter the quality of the environment in any way, including, without limiting the generality of the foregoing, any explosives, radioactive materials, asbestos, asbestos - containing materials, urea formaldehyde, hydrocarbons, lead pollutants, contaminants, deleterious substance s, dangerous substance s or goods, hazardous, corrosive or toxic substances, special waste, hazardous waste, waste, pesticides and any substance the storage, manufacture, handling, disposal, treatment, generation, use, transport, remediation or Release into the environment which is prohibited, controlled, regulated or licensed under applicable Environmental Laws ; ( z ) means the Affiliate Contracts and any agreement, contract, indenture, lease, deed of trust, licence, option, undertaking, promise or any other commitment or obligation, whether oral or \\Titten, express or implied relating to the Business to which the Vendor or the Subsidiary is a party and including the Material Contracts and the leases for the Leased Real Property ; ( aa ) means the sum of the cash, AccoWlts Receivahle, Inventory, Prepaid Expenses and other current assets of the Business in each case : ( i ) net of applicable allowances, provisions and reserves, and ( ii ) calculated in accordance with Canadian GAAP ; ( bb ) means the sum of the Accounts Payable, accrued liabilities of the Business and current portion of the Government Loan, in each case, calculated in accordance with Canadian GAAP ; ( ec ) means any loss, liability, prosecution, claim, demand, damage, fine or expense ( including legal and professional expense ) whether or not involving a third · party - claim ; ( dd ) means that certain disclosure letter dated the date of this Agreement and delivered by the Vendor to the Purchaser ; ( eel means 12:01 a.m. ; ( fl ) means all employees who at the Closing Date devote at least 75 % of their working time to the Business, including full - time and part - time employees, temporary or seasonal employees, employees on short term or long term disability, workers compensation, sick leave, maternity leave or leave of absence and individual s -4-(gg ) CONFIDENTIAL TREATMENT REQUESTED who have received and accepted an offer of employment from the Vendor or the Subsidiary whether they effectively started to work in the Business or not ; ( i ) ( ii ) ( iii ) means, whether or uot registered or recorded, any and all : mortgages, assignments of rent, liens, licences, leases, charges, security interests, hypothecs, and pledges whether fixed or floating against property ( whether real, personal, moveable, immoveable, tangible or iutangible ), or conditional sales contracts or title retention agreements or equipment trusts or financing leases relating thereto, or any subordination to any right or claim of others in respect thereof ; claims, intere,;ts and estates against or in property ( whether real, personal, moveable, immoveable, tangible or intangible ) including easements, rights - of­way, servitudes or other similar rights in property granted to or reserved or taken by any Person or any Governmental Authority ; and any option or other right to acquire any interest in any property ; ( hh ) includes the air ( including air inside buildings and improvements ), land ( including soil, sediment, fill, land submerged under water, buildings and improvements ), and water ( including oceans, lakes, rivers, streams, groundwater and surface water ) ; ( ii ) means any and all statutes, laws, regulations, orders, municipal by - laws, rules, standards, codes, policies, guidelines, protocols, permits, decisions, directives each to the extent having the force of law as of the Closing Date and all other lawful requirements currently in force of any Governmental Authority relating to the Environment, environmental assessment, health, occupational health and safety, or transportation of dangerous goods, including the applicable principles of the Civil Code of Quebec, common law and equity ; ( jj ) means all permits, licences, approvals, consents, authorizations, registrations, privileges, waivers, exemptions, orders and certificates required under applicable Environmental Laws, which have been obtained by the Vendor or the Subsidiary in connection with the Business, as described in Schedule 1.1 ( jj ) hereto ; ( kk ) means an agreement to be entered into on the Closing Date between the Purchaser, the Vendor and the Trustee substantially in the form of Schedule 1.1 ( kk ) attached hereto ; ( 11 ) means the Excise Tax Act ( Canada ), as amended from time to time ; ( mm ) means the Tax Credit Recoverable, the IT Shared Network, the assets set out in Schedule l.1(mm ) hereto and any Assets which are disposed of by the Vendor or the Subsidiary in the ordinary course of business prior to the Closing Date as permitted pursuant to Section 6.2(a ) ; ( nn ) means the financial statements for the Business for the financial year ended December 31,2003, which have been prepared in accordance with US GAAP and provided by the Vendor to the Purchaser ; -5 -(00 ) CONFIDENTIAL TREATMENT REQUESTED means the goodwill of the Vendor and the Subsidiary relating exclusively to the Business ; ( pp ) means the Material Contracts listed ill Schedule l. I(pp ) ; ( qq ) means the term loan from the Quebec provincial and Canadian federal governments which was provided to the Vendor to assist it financing its Quebec operation s under the Entente Auxiliaire sur Ie Dbelopp ement Industriel ( I 985 ) among the Government of Canada, the Government of Quebec and the Vendor dated November 24, 1994 ; ( rr ) means the TPC Receivables and the amounts due to the Vendor in respect of the Contract no . E60PV -OOFLU / OOlfPV with Her Majesty the Queen of Right of Canada, as represented by the Minister of Public Works and Government Services dated September 25, 2001, as amended by contract amendment no . 001 dated December 12,2001 and by contract amendment no . 002 dated February II, 2003 ; ( ss ) means : ( i ) any international, multi - nation al, national, federal, provincial, state, municipal, local or other government or public department, central bank, court, commission, board, bureau, agency or instrumentality, domestic or foreign ; ( ii ) a subdivision or authority of any of the foregoing ; or ( iii ) any quasi - governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above ; ( tt ) means Goods and Services Tax ; ( uu ) means, collectively : ( i ) a guarantee agreement between [COMPANY] Pharmaceuticals Group pIc and the PlITchaser to be dated as of tbe Closing Date PlITsuant to which [COMPANY] Pharmaceuticals Group pIc will guarantee the obligation s of the Vendor to pay any amounts payable pursuant to Section 3.2, Section 3.3 and Article II of tbis Agreement ; and ( ii ) a guarantee agreement between [COMPANY] Pharmaceuticals Group pic, and the Purcbaser pursuant to which Sbire Pharmaceuticals Group pic will guarantee funding by [COMPANY] LLC under the Loan Facility Agreement, in each case dated as of the Closing Date and substantially in the forms attached hereto as Schedule I.l(uu ) hereto ; ( vv ) means : ( i ) all domestic and foreign Patents, trade - marks, copyrigbts and other registered intellectual property of a similar nature and ( ii ) all registrations and applications for registration of the above ; ( ww ) means the period between the date of this Agreement and the Closing Date ; ( xx ) means all inventories of every kind and nature and wheresoever situate owned by the Vendor or the Subsidiary and used or to be used exclusively in connection with the Business including all finished goods, work in progress, raw materials and other stock in trade and packaging ; ( yy ) means the Income Tax Act ( Canada ), as amended from time to time ; -6 - CONFIDENTIAL TREATMENT REQUESTED ( zz ) means the infonnation technology equipment described in Schedule 1.I(zz ) hereto ; ( aaa ) means the information technology equipment described in Schedule U(aaa ) hereto ; ( bbb ) means a strike, lockout ( including a lockout declared or recommended by an employer 's association ), a slow - down, picketing, a work - stoppage caused in whole or part by picketing, whether or not lawful, by or involving a group of Employees and a trade union representing one or more Employees of the Vendor ; ( ccc ) means all statutes, municipal by - laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions and judgements or other lawful requirements currently in force of any Governmental Authority, including the applicable principles of common law and equity ; ( ddd ) means all real property which is leased by the Vendor and used in the Business, as described in Schedule l.l(ddd ) hereto ; ( eee ) means all Intellectual Property licensed to the · Vendor or the Subsidiary by any third party and used exclusively in connection with the Business ; ( fff ) means a loan facility agreement between the Purchaser and [COMPANY] LLC to be dated as of the Closing Date substantially in the form set out in Schedule l.l(ffi ) hereto ; ( ggg ) means all machinery, equipment, tools, handling equipment, furniture, fWllishings and accessories, spare parts and supplies of all kinds, including office supplies owned by the Vendor and the Subsidiary and used exclusively in connection with the Business ; ( hhh ) means all Contracts entered into exclusively in connection with the Business, other than Contracts which are not material to the operation of the Business that have been entered into in the ordinary course of the Business consistent with past practice and : ( i ) pursuant to which the Vendor or the Subsidiary is not or would not be obligated to expend, or entitled to received : A. mOTe than $ 100,000 in any 12 - month period, or B. more than $ 250,000 over the fullterm of such Contract ; or ( ii ) are subject to cancellation by the Vendor or the Subsidiary upon less than three months notice without penalty or increased cost in excess of$lOO, OOO ; and includes those Contracts listed in Schedule 1.1 ( hhh ) hereto ; ( iii ) means the Ministere du Revenu of the Province of Quebec and any Governmental Authority which may be substituted therefor ; - 7 -CONFIDENTIAL TREATMENT REQUESTED ( ijj ) means the NASDAQ National Market or any successor thereof ; ( lekk ) means the net operating cash inflow or outflow, if any, with respect to the operations of the Business for the period between June 30, 2004 and the Closing Date consisting of : ( i ) the total amount of cash used by the Vendor or the Subsidiary to operate the Business, including ongoing capital expenditures, but excluding any payment made in settlement of any Current Liabilities payable as at June 30, 2004 ; less : ( ii ) the total cash received by the Vendor or the Subsidiary from the operation of the Business, including the Government Receivables earned after June 30, 2004, but excluding any receipts in collection of any Current Assets receivable as at June 30, 2004 ; determined as at the Effective Time on the Closing Date and valued in Canadian dollars using the accounting policies of the Business consistently applied in accordance with Canadian GAAP ; ( lll ) means the statement of Net Operating Cash prepared in accordance with Canadian GAAP and in accordance with Section 2.7 ; ( mmm ) means with respect to the Business : ( i ) the value of the Current Assets ( excluding any inter - company receivable ), less : ( ii ) the value of the Current Liabilities ( excluding any inter - company payable and any deferred revenue ), determined as at the Effective Time as of the Working Capital Adjustment Date and valued in Canadian dollars using the accounting policies of the Business consistently applied in accordance with Canadian GAAP ; ( nnn ) means the statement of Net Purchased Working Capital prepared in accordance with Canadian GAAP and in accordance with Section 2.6 ; ( 000 ) means a novation agreement substantially in the form attached hereto as Schedule 1.1 ( 000 ) ; ( Ppp ) means any outstanding judgment, award, decree, injunction, ruling or order issued, made, or rendered by any court, administrative agency or other Governmental Authority ; ( qqq ) means all real property used in the Business owned by the Vendor or the Subsidiary described in Schedule l. J(qqq ) ; - 8 -CONFIDENTIAL TREATMENT REQUESTED ( ITT ) means the Vendor and the Purchaser, and means either one of them as the context may require ; ( sss ) means ( i ) all domestic and foreign patents, patent applications and pro - visional patent applications and any divisions, continuations, continuations in part, re­issuances, extensions, prolongations, re - examinations and renewals thereof ; and ( ii ) all patents, patent applications and provisional patent applications claiming priority from any of the foregoing ; ( ttt ) means those Encumbrances listed in Schedule 1.1 ( ttt ) hereto and any third party 's Patent rights which overlap the activities of the Business or any Patent rights held by the Vendor ; ( uuu ) means an individual, a sole proprietorship, a corporation, a partnership, a limited partnership, a joint venture, a limited liability company, an unincorporated association, a trust, a body corporate, an unincorporated organization, a Governmental Authority or any other entity and pronouns shall have a similar extended meaning ; ( vvv ) means the offices of the Vendor 's Solicitors in Montreal, Quebec ; ( www ) means, on any date, all prepaid expenses attributable exclusively to the Business including, amounts paid for insurance ( to the extent that the policies in respect of which such payments were made are being transferred to the Purchaser at Closing ), licensing fees relating to software, property taxes, telephone rentals, utilities and rentals which will have a continuing benefit for the owner of the Business after such date ; ( xxx ) means the annual rate of interest announced from time to time by the Royal Bank of Canada as a reference rate then in effect for determining the interest rate on Canadian dollar demand commercial loans in Canada ; ( yyy ) means any action, claim, suit, litigation, arbitration, prosecution, investigation or proceeding including any appeal or application for review at law Or in equity or before or by any Governmental Authority ; Czzz ) means all clinical trial applications ( CTAs ), notices of compliance ( NOCs ) and drug identification numbers ( DINs ) issued by the Health Canada 's Biologics and Genetic Therapies Directorate and any corresponding or similar approvals issued by any other Goverrunental Authority outside of Canada, which are held or used ( through contractual rights granted by the holders thereof ) by the Vendor or the Subsidiary and which permit the Vendor or the Subsidiary to investigate, manufacture and sell the products currently investigated, manufactured or sold by the Vendor and the Subsidiary exclusively as part of the Business ; Caaaa ) means collectively, the expansion of the manufacturing plant in the City of Quebec, the construction of the vaccine research centre in the City of Laval and the renovation work relating to the Leased Real Property leased from the Institut national de recherche scientifique ( INRS ) in the City of Laval ; -9-(bbbb ) ( cccc ) ( dddd ) ( eeee ) ( fft ! ) ( gggg ) ( hhhh ) ( iiii ) ( jjjj ) ( kill ) ( 1111 ) ( mmmm ) ( nnnn ) ( 0000 ) ( Pppp ) CONFIDENTIAL TREATMENT REQUESTED means the information technology equipment described in Schedule l. I(bbbb ) hereto ; means the law firm of Borden Ladner Gervais LLP ; means Quebec Sales Tax ; means the Act respecting the Quebec sales tax ( Quebec ), as amended from time to time ; means a registration right agreement between the Vendor and the Purchaser to be dated as of the Closing Date substantially in the form attached hereto as Schedule 1.1(fff ! ) hereto ; and words of a similar import includes any past or present release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, disposal or dumping ( including abandonment or discarding of barrels, containers and other closed receptacles ) ; means those consents from Goverrunental Authorities which are required in order to assign the Government Contracts to the Purchaser and those consents listed in Schedule 1.1 ( hhhh ) ; means that certain Share Purchase Agreement entered into on the date of this Agreement between the Vendor and the Purchaser relating to the sale of all outstanding shares of the Subsidiary ; means the consideration payable by the Purchaser under the Share Purchase Agreement for the outstanding shares of the Subsidiary ; means an instrument substantially in the form set out in Schedule 1.1 ( llik ) hereto ; means [COMPANY] Biologics Inc., a Delaware company ; means the survey referred to in Schedule B, Item 23 of the Title Insurance Policy ; means any tax, duty, fee, sales or value added tax, royalty, levy, impost, assessment, deduction, charge, withholding, and all liabilities with respect thereto, levied, imposed or assessed from time to time upon or in respect of income, capital, wages of employees, profits, services, property or transactions of any nature or kind by any Government Authority or the taxing authority of any such Governmental Authority including, GST and QST ; means all tax credit recoverables attributable to the Business, including income tax credits, input tax credits and input tax refunds ; means that certain Owner 's Policy, Policy number SV 2936057, dated September 21, 2000, issued by Old Republic National Title Insurance Company ( ) to BioChem Pharma, Inc., as amended by -10-(qqqq ) ( rrrr ) ( ssss ) ( tttt ) ( uuuu ) ( vvvv ) ( wwww ) ( xxxx ) ( yyyy ) CONFIDENTIAL TREATMENT REQUESTED General Endorsement dated August 30, 200 I issued by Old Republic and as shall be amended by an update endorsement up to the Closing Date, a copy of which is attached as Sche < iule 1.1 ( Pppp ) ; means the Technology Partnerships Canada Project no . 720 - 477045 Agreement between Her Majesty the Queen in Right of Canada, as represented by the Minister of Industry, and the Vendor dated March 31, 2000, as amended pursuant to the Amendment Agreement made between such Minister and the Vendor on August 28, 2002 ; means the amounts due to the Vendor in respect of the TPC Agreement ; means the period starting on the Closing Date and ending 60 days thereafter ; means Computershare Trust Company of Canada which will be appointed trustee under the Escrow Agreement ; means the Toronto Stock Exchange ; means US generally accepted accounting principles from time to time approved by the Financial Accounting Standards Board or any successor board or institute ; means the law firm of Stikeroan Elliott LLP ; means the earlier of the Closing Date and June 30, 2004 ; and means the balance sheet of the Business as at the Effective Time on the Working Capital Adjustment Date which shall be prepared using the accounting policies of the Business consistently applied in accordance with Canadian GAAP