definiens: means any Person that directly o.r indirectly co.ntrols, is controlled by, or is under co.mmon control with ano.ther Perso.n . A Person shall be c, ieemed to . ' ucontro ] " another busineSs entity if it owns, directly or indirectly, mo.re than fifty percent ( 50 % ) of the o.utstanding vo.ting securities, capital stock, partnership interest o.r o.ther co.mparable equity or ownership interest of such Perso.n . If the laws o.f the jurisdiction in which such P - erson operates prohibit ownership of mo.re than fifty percent ( 50 % ), co.ntrolshall be deemed to . exist at the maximum level of o.wnership allowed by - suchjudsdiction ; 1.1.6 means this supply agreement, together with an schedules here - to and any amendments to . or restatements o.fthis supply agreeIIl'!nt ; 1.1 . 7 means the asset purchase agreement of even date herewith between Westaim and Smith & Nephew, Inc. ) together with all Schedules thereto and any amendments to or restatements of such asset purchase agreement ; 1.1.8 1.1.9 means any day except a day that is a Saturday, a Sunday or a statutory holiday in Alberta ; has the meaning atiributed to that tenn jn Section 9.4 ; Execution Copy 1.1.10 1.1.11 1.1.12 1.1.13 1.1.14 1.1.15 1.1.16 1.1.17 1.1.18 1.1.19 1.1.20 1.1.21 1.1.22 36Ji69A - 3 - has the meaning attributed to that tenn in Section 8.1 ; has the meaning attributed to that tenn in the License and Development Agreement ; IIEffective Date " means II : 59 pm Calgary time on the 8th day of May, 200 I, or such other time and date as the parties to this Agreement may agr - ee upon in writing ; means the equipment listed in Schedule E and any New Equipment which subsequently becomes Equipment as provided in Section 11.11 ; means the manufacturing, technology, escrow agreement of even date herewith among S&N, Westaim, Westaim Biomedical Inc., and Montreal Trust Company of Canada, together with all schedules thereto and any amendments to or restatements of such manufacturing technology eSCrow agreement ; means payments under Section 6.4 of the License and Development Agreement ; means the United States Food and Drug Administration, or any . successor organization ; has the meaning attributed to that tenn in the License and Development Agreement ; has the meaning attributed to that tenn in Section 12.7 ; has the meaning attributed to that term in Section J 2.7 ; has the meaning attributed to that tenn in Section 12.7 ; has the meaning attributed to that tenn in Section 12.7 ; means the portion of Fully Allocated Cost of Goods ( without regard for the proviso in ~uch definition concerning the limitation on the increase of the Fixed Cost Portion of Fully Allocated Cost of Goods ) that does not relate in any way to : variable costs, including, without limitation, costs relating to raw materials and any other costs which increase or decrease depending upon the volume of Product produced ; costs not within the control of Westaim Or its Affiliates, including EXC : Clliion Cop ; ' 1.1.23 l.1.24 l.1.25 1.1.26 36 ] 769.4 -4 - without limitation the costs of supplies or services provided by third parties ; costs incurred as a result of complying with an order or request of a governmental autho rity or regulatory body that relates to manufacturing or the manufacturing facilities ; costs incurred at the request of S&N ; and any Compensation to -employees of Westaim or its Affiliates if such increase was a part of a .general increase in the amount of compensation to employees in similar positions within Westaim ; means the events described in Section 12.1 ; has the meaning attributed to that term in Section 12.6 ; means with respect to the manufacture and supply of a particular Product, the aggregate of . 1.1.25.1 direct material, direct labour and subc - ontracted costs incurred by Westaim in connection with the procurement of raw materials or production, manufacture, processing, labeling, testing, transportation and packaging of such Product, and 1.1.25.2 S&N 's proportionate share of indirect costs incurred by Westaim relating to the manufacturing and manufacturing facilities ( " Manufacturing Costs '' ) related to such Product including