definiens: means a person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first mentioned person ; including, without limitation, any partnership or jointventure in which the person ( either alone, or through or together with any other subsidiary ) has, directly orindirectly, an interest of 5 % or more ; ( b ) with respect to any shares of the Common Stock, means a person who shall be deemed to bethe beneficial owner of such shares : ( i)which such person or any of its affiliates or associates beneficially owns, directly or indirectly ; 45 ( ii)which such person or any of its affiliates or associates ( as such term is defined in Rule 12b-2 of theExchange Act ) has, directly or indirectly : ( A)the right to acquire ( whether such right is exercisable immediately or subject only to the passage oftime ), pursuant to any agreement, arrangement or understanding or upon the exercise of considerationrights, exchange rights, warrants or options, or otherwise ; or ( B)the right to vote pursuant to any agreement, arrangement or understanding ; or ( iii)which are beneficially owned, directly or indirectly, by any other persons with whom such person or any of itsaffiliates or persons with whom such person or any of its affiliates or associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares ; ( c ) means any day other than a day on which banks in the City of Ottawa, Province of Ontario or inthe State of New York are required or authorized to be closed ; ( d ) means an unaudited balance sheet of the Company prepared accordance with USGAAP, on a basis consistent with the Company Audited Financials as of a date that is within three ( 3 ) days ofthe Effective Time and mutually acceptable to the Company and Adherex . The Closing Balance Sheet shallinclude the then outstanding amounts under any lines of credit and accrued expenses in connection with thetransactions contemplated hereunder ; ( e ) has the meaning ascribed thereto in Section 3.3 ; ( f ) means the common stock of the Company, par value $ 0.001 per share ; ( g ) means the Confidentiality Agreement dated on or about July 18 2002, betweenAdherex and the Company ; ( h ) ( including the terms and ) means the possession, directly orindirectly, or as trustee or executor, of the power to direct or cause the direction of the management or policies ofa person, whether through the ownership of stock, as trustee or executor, by contract or credit arrangement orotherwise ; ( i ) shall mean ( i ) all Adherex Rights ( other than any Unvested Options ) outstandingimmediately prior to or at the Effective Time ( A ) with a right to purchase or otherwise acquire Common Shares ata price of less than CND$1.00 per share ( as equitably adjusted for stock splits, combinations and the like ), or ( B)that expire on or after the date that is three years from the Effective Time, and ( ii ) all Common Shares issuableunder Vested Options ; ( j ) means all applicable Canadian or United States federal, state, provincial, local and foreignlaws, rules, regulations, codes, ordinances, orders, decrees, directives, permits, licenses and judgments relatingto pollution, contamination or protection of the environment ( including, without limitation, all applicable federal, state, provincial, local and foreign laws, rules, regulations, codes, ordinances, orders, decrees, directives, permits, licenses and judgments relating to Hazardous Materials in effect as of the date of this Agreement ) ; 46(k ) means the number equal to the quotient resulting from dividing ( i ) the number of CommonShares issued and outstanding immediately prior to the Effective Time but after giving effect to the ShareCombination, by ( ii ) the number of shares of Common Stock issued and outstanding immediately prior to theEffective Time ; ( l ) means any dangerous, toxic or hazardous pollutant, contaminant, chemical, waste, material or substance as defined in or governed by any federal, state or local law, statute, code, ordinance, regulation, rule or other requirement relating to such substance or otherwise relating to the environment or humanhealth or safety, including without limitation any waste, material, substance, pollutant or contaminant that mightcause any injury to human health or safety or to the environment or might subject any Person to any impositionof costs or liability under any Environmental Law ; ( m ) means, with respect to any person, a material adverse effect on such person’sbusiness, assets, condition ( financial or otherwise ), liabilities, prospects or results of operations of such person ; ( n ) means the employee stock option plan of Adherex in effect as of the date hereof ; ( o ) means an individual, corporation, partnership, association, trust, unincorporated organization, otherentity or group ( as defined in Section 13(d)(3 ) of the Exchange Act ) ; ( p ) means any and all documents filed with securities commissions or similar regulatoryauthorities in the US or Canada ; ( q ) means a holder of any Common Shares ; ( r ) means a holder of any shares of Common Stock ; ( s ) or of the Company, the Surviving Company, Adherex or any other person means anycorporation, partnership, joint venture or other legal entity of which the Company, the Surviving Company, Adherex or such other person, as the case may be, ( either alone or through or together with any other subsidiary)owns, directly or indirectly, more than 50 % of the stock or other equity interests the holders of which aregenerally entitled to vote for the election of the board of directors or other governing body of such corporation orother legal entity ; ( t ) means the United States ’ Internal Revenue Code of 1986, as amended ; ( u ) means ( i ) this Agreement ( including the schedules and exhibits attached hereto ), ( ii ) theCertificate of Merger, ( iii ) the Investment Representation Letters, ( iv ) the Lock - Up Agreements, ( v ) the certificatesrequired to be delivered pursuant to each of Sections 6.2(j ) and 6.3(e ), ( vi ) the items required to be deliveredpursuant to Sections 6.2(a ), 6.2(b ), 6.2(e ) and 6.2(j ), 6.3(b ), 6.3(c ), 6.3(e ) and 6.3(f ) ; ( v ) means The Toronto Stock Exchange ; ( w ) means those options to purchase Common Shares granted pursuant to the Option Plan andoutstanding at or immediately prior to the Effective Time that are not otherwise Vested Options ; 47(x ) means those options to purchase Common Shares granted pursuant to the Option Plan andoutstanding at or immediately prior to the Effective Time that ( i ) have either ( A ) an exercise price of less than$1.00 ( as equitably adjusted for stock splits, combinations and the like ) or ( B ) an expiry date later than that datewhich is three ( 3 ) years following the Effective Time and ( ii ) have vested pursuant to the provisions of the OptionPlan at or prior to or at the Effective Time ; ( y ) means the number of Common Shares purchasable under all of the DerivativeSecurities ( after giving effect to the Share Combination ), divided by the number of shares of Common Stockoutstanding immediately prior to the Effective Time ; and ( z ) means the weighted average price per share at which Common Shares may beacquired upon exercise or conversion of the Derivative Securities