definiens: means any contract filed with or incorporated by reference into ( pursuant to Item 601 of Regulation S - K promulgated under the United States Securities Act of 1933, as amended ): ( a ) the Company ’s Annual Report on Form 10 - K for the year ended December 31, 2006 as filed with the SEC ; ( b ) the Company ’s Quarterly Reports on Form 10 - Q for thethree months ended March 31, 2007 and the six months ended June 30, 2007 as filed with the SEC ; and ( c ) any CurrentReport on Form 8 - K dated subsequent to June 30, 2007 and prior to the date of the this Agreement as filed with the SEC ; means the special meeting of the Securityholders, including any adjournment, adjournments, postponement orpostponements thereof, to be called in accordance with the Interim Order to consider the Arrangement Resolution and theRights Plan Waiver Resolution ; means the date on which the Meeting is held and the Arrangement Resolution is voted on by theSecurityholders and the Rights Plan Waiver Resolution is voted on by the holders of Common Shares ; has the meaning ascribed thereto in Section 5.2(a)(xii ) ; means ( a ) an untrue statement of a material fact or ( b ) an omission to state a material fact that is(i ) required to be stated or ( ii ) necessary to prevent a statement that is made from being false or misleading in light of thecircumstances in which it was made ; means The Nasdaq Global Select Market, a United States securities exchange, as part of The Nasdaq Stock MarketLLC ; means a cash amount equal to the excess, if any, of ( i ) the product of the number of CommonShares underlying a particular Option and the- 7 - Purchase Price over ( ii ) the aggregate exercise price payable under such Option by the holder to acquire the CommonShares underlying such Option ( or if the exercise price of such Option under the terms of such Option is expressed inCanadian currency, the U.S. dollar equivalent of such exercise price determined by using the U.S. Dollar / Canadian DollarDaily Noon Rate as published by the Bank of Canada on the Business Day prior to the Effective Date ) ; means the options to acquire common shares in the capital of the Company granted under the Stock Option Plan ; has the meaning ascribed thereto in the Preamble ; has the meaning ascribed thereto in Section 3.15(c ) ; means Liens other than ( a ) Liens for taxes not yet due and payable ; ( b ) Liens, encumbrances orimperfections of title that have arisen in the ordinary course of business ; ( c ) Liens, encumbrances or imperfections of titleresulting from or otherwise relating to any of the contracts identified in the Disclosure Letter or any Material Contract ; and(d ) Liens arising from or otherwise relating to transfer restrictions under applicable securities Laws ; means any individual, firm, partnership, joint venture, venture capital fund, limited liability company, unlimitedliability company, association, trust, trustee, executor, administrator, legal personal representative, estate, group, bodycorporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whetheror not having legal status ; means the plan of arrangement substantially in the form and content of Schedule D annexed heretoas amended, varied or supplemented from time to time in accordance with Article 6 of the Plan of Arrangement orSection 7.1 or made at the direction of the Court in the Final Order ; has the meaning ascribed thereto in Section 3.12(a ) ; has the meaning ascribed thereto in Section 5.9 ; has the meaning ascribed thereto in Section 2.4(b ) ; has the meaning ascribed thereto in Section 5.4 ; means the shareholder rights plan of the Company established pursuant to the Shareholder Rights PlanAgreement dated as of February 4, 2005 between the Company and Computershare Investor Services Inc., as rights agent ; means the Rights Plan Amending Agreement in the form attached as Schedule Ehereto;- 8 - means the ordinary resolution to be considered and if thought fit, passed by the holdersof the Common Shares to be substantially in the form and content of Schedule C annexed hereto ; means an agreement entered into on July 18, 2003 as amended on February 4, 2005, December 22,2005, March 13, 2007 and August 17, 2007 between [COMPANY] Pharmaceuticals S.A. and Hoffmann - La Roche Inc. and F