definiens: has the meaning ascribed thereto in the Preamble ; means, at any time, any proposal or offer ( written or oral ) or public announcement of an intentionto make a proposal or offer relating to the acquisition by any person, or two or more persons acting ( within the meaning of that expression as used in the BCSA ), of 20 % or more of the Common Shares outstanding at suchtime or assets ( including shares of the Subsidiaries ) of the Company or any of the Subsidiaries at such time having anaggregate value equal to 20 % or more of the market capitalization of the Company ( or any lease, license, long - term supplyagreement, exchange, mortgage, pledge or other arrangement having the same economic effect as a purchase of assetshaving such aggregate value ), in a single transaction or a series of related transactions, whether by way of plan ofarrangement, amalgamation, merger, consolidation, recapitalization, liquidation, dissolution or other business combination, sale of assets, take over bid, tender offer, share exchange, exchange offer or issue or sale of any treasury securities of theCompany or any of the Subsidiaries, or any type of similar transaction, in each case other than a transaction involvingParent or Acquisitionco and other than the Arrangement and the other transactions contemplated by this Agreement ; has the meaning of such term as used in the BCSA, unless otherwise expressly stated herein ; means this Agreement, including the Schedules hereto, as amended from time to time ; means those sanctions, rulings, consents, orders, exemptions, permits and otherapprovals ( including the lapse, without objection, of a prescribed time under a statute or regulation that states that atransaction may be implemented if a prescribed time lapses following the giving of notice without an objection beingmade ) of Governmental Entities, or self - regulatory organizations, as set out in Schedule A annexed hereto ; means the arrangement under the provisions of Division 5 of Part 9 under the BCBCA on the terms andsubject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made inaccordance with Article 6 of the Plan of Arrangement or Section 7.1, or made at the direction of the Court in the FinalOrder;- 2 - means the resolution to be considered and if thought fit, passed, by the Securityholders at theMeeting to approve the Plan of Arrangement to be substantially in the form and content of Schedule B annexed hereto ; means the Business Corporations Act ( British Columbia ), including the regulation made thereunder, as now ineffect and as they may be promulgated or amended from time to time prior to the Effective Date, and includes whereapplicable the Company Act ( British Columbia ) prior to the enactment of the Business Corporations Act ( BritishColumbia ) ; means the Securities Act ( British Columbia ) and the rules and regulations made thereunder, as now in effect and asthey may be promulgated or amended from time to time prior to the Effective Date ; means any day on which commercial banks are generally open for business in Bern, Switzerland, London, England and Vancouver, British Columbia other than a Saturday, a Sunday or a day observed as a holiday in Bern, Switzerland, London, England or in Vancouver under the Laws of British Columbia or the federal Laws of Canada ; has the meaning ascribed thereto in Section 3.16(a ) ; means the notice of the Meeting and accompanying management proxy circular, including all schedules andexhibits thereto, to be sent to the Securityholders in connection with the Meeting ; with respect to each party hereto, means the agreement of such party to cooperate andto cause its controlled affiliates to cooperate and to use and cause its controlled affiliates to use their respective reasonableefforts consistent with reasonable commercial practice without payment or incurrence of unreasonable expense or therequirement to engage in litigation ; means the issued and outstanding common shares in the capital of the Company, from time to time, including the associated rights under the Rights Plan ; has the meaning ascribed thereto in the Preamble ; means the agreement entered into on May 23, 2007 between Parent and the Company ; means the aggregate amount to be paid to the Securityholders pursuant to Sections 2.4(a ) and 2.4(b ) ; means all Employees who are offered and timely accept employment by Parent or any subsidiaryof Parent ( including, after the Effective Time, the Company or any Subsidiary ) or who continue their employment with theCompany or any Subsidiary at or after the Effective Time;- 3 - means, with respect to any person, the certificate and articles of incorporation, by - laws, articles oforganization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement, unanimous shareholder agreement or declaration or other similar governing documents of such person ; means the Supreme Court of British Columbia ; means that certain letter of disclosure dated as of the date of this Agreement and signed by one or moreofficers of the Company and delivered by the Company to Acquisitionco and Parent on or prior to the date of thisAgreement ; means the rights of dissent in respect of the Arrangement described in Section 4.1 of the Plan ofArrangement ; has the meaning ascribed thereto in the Plan of Arrangement ; means the United States Public Health Service Act of 1944, as amended, the United States FederalFood, Drug and Cosmetic Act of 1938, as amended, the Prescription Drug Marketing Act of 1987 and all equivalent lawsthereto outside the United States ; has the meaning ascribed thereto in the Plan of Arrangement ; has the meaning ascribed thereto in the Plan of Arrangement ; means an individual who is employed by the Company or any of the Subsidiaries on a full - time or part - timebasis ; means any and all Laws in effect on the date of this Agreement relating to pollution or theenvironment ; means the United States Securities Exchange Act of 1934, as amended ; means the United States Food and Drug Administration ; means the order of the Court approving the Arrangement under Section 291 of the BCBCA as such ordermay be affirmed, amended or modified by the Court at any time prior to the Effective Date, or, if appealed, then, unless suchappeal is withdrawn, abandoned or denied, as affirmed or as amended on appeal ; means generally accepted accounting principles in the United States ; means any multinational, federal, provincial, state, regional, municipal, local or other governmentor governmental body and any domestic, foreign or international judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing;- 4 - means, when used with reference to the Common Shares, the holders of the Common Shares shown from time totime in the central securities register maintained by or on behalf of the Company in respect of the Common Shares ; means the interim order of the Court in respect of the Arrangement, as contemplated by Section 2.3providing for, among other things, the calling and holding of the Meeting, as such order may be amended, modified, supplemented or varied by the Court ; means the Investment Canada Act ( Canada ) as amended from time to time ; means that the Minister under the Investment Canada Act shall have sent a noticepursuant to subsection 21(1 ) of the Investment Canada Act to Parent stating that the Minister is satisfied that thetransactions contemplated by this Agreement are likely to be of benefit to Canada or the time period provided for such insubsection 21(1 ) of the Investment Canada Act shall have expired