definiens: means the Canada Business Corporations Act, including the regulations made thereunder, as now in effect and as it may be amended from time to time;(b ) means the Acquisition Agreement for a Plan of Arrangement by and among [COMPANY], [COMPANY] Nova Scotia and Glyko dated as of February 6, 2002, as the same may be amended, supplemented and/or restated from time to time;(c ) means the arrangement contemplated herein to be made on the terms set out in this Plan subject to any amendments or variations thereto made in accordance with the Acquisition Agreement and the terms hereof or made at the direction of the Court in the Final Order;(d ) means the special resolution in respect of the Arrangement to be considered and approved by Glyko Common Shareholders at the Meeting to be substantially in the form and content of Exhibit A annexed to the Acquisition Agreement;(e ) means the articles of arrangement of Glyko in respect of the Arrangement that are required by the Act to be sent to the Director after the Final Order is made;(f ) means [COMPANY] Pharmaceutical Inc., a Delaware corporation;(g ) means the shares of common stock par value U.S.$0.001 per share of [COMPANY] as currently constituted;(h ) means [COMPANY] Acquisition ( Nova Scotia ) Company, an unlimited liability company incorporated under the Companies Act ( Nova Scotia);(i ) means the average closing price of shares of [COMPANY] Common Stock on Nasdaq during a period of 20 consecutive trading days ending on the second trading day immediately preceding the Effective Date;(j ) means the board of directors of Glyko;<PAGE>(k ) means any day other than a Saturday, a Sunday or a day when banks are not open for business in either San Francisco, California or Toronto, Ontario;(l ) means, in respect of an amount expressed in a currency other than Canadian dollars ( the ) at any date the product obtained by multiplying ( a ) the Foreign Currency Amount by ( b ) the noon spot exchange rate on such date for such foreign currency expressed in Canadian dollars as reported by the Bank of Canada or, if such spot exchange rate is not available, such exchange rate on such date for such foreign currency expressed in Canadian dollars as may be deemed by the Board of Directors to be appropriate for such purpose;(m ) means the certificate of arrangement endorsed upon the Articles of Arrangement of Glyko by the Director;(n ) means the notice of the Meeting and accompanying management information circular, including the schedules attached thereto and all amendments from time to time made thereto, to be sent to Glyko Common Shareholders in connection with the Meeting;(o ) means the special resolution in respect of the continuance of Glyko under the laws of British Columbia to be considered and approved by Glyko Common Shareholders at the Meeting;(p ) means the Supreme Court of Ontario;(q ) means Computershare Trust Company at its offices located in Toronto, Ontario;(r ) means the Director appointed pursuant to Section 260 of the Act;(s ) shall have the meaning ascribed thereto in Section 3.01;(t ) means a Glyko Common Shareholder who dissents in respect of the Arrangement Resolution in strict compliance with the Dissent Rights;(u ) means the shares of any Glyko Common Shareholder who has demanded and perfected Dissent Rights in respect of such Glyko Common Shares in accordance with the Interim Order and the Act and who, as of the Effective Time, has not effectively withdrawn or lost such Dissent Rights;(v ) means the date of the Certificate of Arrangement;(w ) means 12:01 a.m. ( Eastern time ) on the Effective Date;(x ) means 0.3309, subject to adjustment in accordance with Section 2.03 ; B-2 < PAGE>(y ) means the final order of the Court approving the Arrangement as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, such order as affirmed;(z ) means Glyko Biomedical Ltd., a corporation incorporated under the Act;(aa ) means the registered holders of Glyko Common Shares;(bb ) means the common shares in the capital of Glyko as constituted immediately prior to the Implementation Time;(cc ) means all unexpired options to purchase Glyko Common Shares outstanding immediately prior to the Implementation Time;(dd ) means any : ( a ) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature ; ( b ) federal, state, provincial, local, municipal, foreign or other government ; or ( c ) governmental, quasigovernmental or regulatory authority of any nature ( including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, centre, organization, unit, body or other person and any court or other tribunal);(ee ) means 12:01 a.m. ( Pacific time ) on the date that is the earlier of ( a ) the date that Glyko is continued under the laws of British Columbia, ( b ) the date upon which the Board of Directors resolves to implement the Arrangement, which in no event may be prior to the Effective Date or ( c ) the date that is 10 days following the Effective Date;(ff ) means the interim order of the Court, as the same may be amended, in respect of the Arrangement;(gg ) means the Letter of Transmittal for use by Glyko Common Shareholders, in the form accompanying the Circular;(hh ) means the special meeting of Glyko Common Shareholders, and all adjournments and postponements thereof, called and held to, among other things, consider and approve the Continuance Resolution and the Arrangement Resolution;(ii ) means the Nasdaq National Market;(jj ) means and includes any individual, corporation ( including any nonprofit corporation ), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company ( including any company limited by shares, limited liability company or joint stock company ), firm, society or other enterprise, association, organization, or Governmental Body;(kk ) shall have the meaning ascribed thereto in Section 2.02(c ) ; B-3 < PAGE>(ll ),,,, and like references mean and refer to this plan of arrangement ; and(mm ) " U.S