Exhibit 10.1

Confidential
Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.

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SHARE PURCHASE AGREEMENT

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SHARE PURCHASE AGREEMENT

THIS AGREEMENTmade as of the 30th day of April, 2008.

AMONG:



OF THE FIRST PART



OF THE SECOND PART



OF THE THIRD PART



OF THE FOURTH PART



OF THE FIFTH PART

WHEREASthe authorized capital of the Corporation consists of an unlimited number of
Class "A" Shares and an unlimited number of common shares, of which 17,959,909 Class "A" Shares and 10,000,000 common shares (the "Current Issued
Shares") are presently issued and outstanding;

AND WHEREASthe Corporation has options outstanding which it has granted to certain of its employees to acquire up to an aggregate of
732,500 authorized and unissued common shares of the Corporation (collectively the "Outstanding Options", which term includes any options which may be
granted by the Corporation to such employees in substitution for such outstanding options), pursuant to a stock option plan dated the 24th day of June, 2002 approved by the board
of directors of the Corporation (such stock option plan, as the same has been amended to the date hereof being hereinafter referred to as the "Stock Option
Plan"), the particulars of which Outstanding Options, including the identity of the optionees, the number of common shares which may be acquired by each

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such
optionee, and the exercise price, vesting and expiry of each such Outstanding Option, are set forth in Schedule "1" hereto;

AND WHEREASthe Buyer, upon and subject to the terms and conditions hereinafter set forth, desires to acquire from the Sellers, and the
Sellers desire to sell and transfer to the Buyer, all of the issued shares in the capital of the Corporation outstanding at Closing (as hereafter defined) on the basis that the Outstanding Options
will have been exercised or cancelled prior thereto and that the shares issued pursuant to the exercise of the Outstanding Options will be included in the shares being purchased and sold pursuant
hereto;

AND WHEREASthe Corporation is a subsidiary of Cobalt which is, in turn, an indirect wholly owned subsidiary of Arrow and the Buyer is a
direct wholly owned subsidiary of Sepracor;

NOW THEREFORE WITNESSETHthat in consideration of the covenants, agreements, warranties and payments herein set out and provided for, the
Parties hereto hereby respectively covenant and agree as follows:

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ARTICLE 1  INTERPRETATION

1.1   Definitions

Wherever used in this Agreement the words and terms, "Accounting Records", "Accounts Receivable", "Additional Products", "Affiliate", "Agreement", "Applicable
Law", "Assets", "Authorized Pre-Closing Transactions", "Benefit Plans", "Books and Records", "Brand Pharmaceutical Product", "Business", "Business Day", "Buyer's Counsel", "Claim",
"Closing Date", "Closing", Closing Document", "Closing Financial Statements", "Closing Time", "Collective
Agreement", "Competing Generic Product", "Confidentiality Agreement", "Contingent Oryx Product", "Contracts", "Corporation Financial Statements", "Cross-Licence Agreements", "Direct Claim", "DIN",
"Employees", "Encumbrances", "Environmental Laws", "Equipment", "Escrow Agent", "Escrow AgreementSecurity", "Escrow AgreementWithheld Amount", "Escrow Amount", "Execution
Date", "Food and Drugs Act", "Formulary", "Generally Accepted Accounting Principles", "Governmental Authority", "including", "Indemnifier", "Indemnified Party", "Indemnity Payment", "Independent
Accountant", "Intellectual Property", "Interim Period", "Inventory", "Key Employees", "Knowledge", "Licence", "Licence and Marketing Agreements", "Licensed Intellectual Property", "Licensed Software",
"Licencor", "Loss", "Model Key Employee Agreement", "NDS", "New Products", "NOC", "Occupational Health and Safety Acts", "Order", "ordinary course", "Owned Intellectual Property", "parties", "Personal
Information", "Permitted Encumbrances", "Person", "Personal Information", "Premises", "Privacy Legislation", "Products", "Purchase Price", "Purchased Shares", "Regulatory Approval", "Regulatory
Authorities", "Related Party Agreements", "Representative", "Sellers' Counsel", "Sellers' Required Consents and Approvals", "Service and Cost Sharing Agreement", "Specifications", "Tax Act", "Tax
Losses", "Tax Returns", "Taxes", "Terminated Agreements", "Third Party Claim", "Time of Closing", "TPD"and"Withheld Amount" shall have the respective
meanings set out in Exhibit 1 annexed hereto. In addition, words and expressions parenthetically defined elsewhere in this Agreement, including the recitals hereto, shall, throughout this
Agreement, have the meanings therein provided. Defined terms shall be used in the singular or in the plural, as sense shall require.

1.2   Entire Agreement

This Agreement, including the Exhibits and Schedules hereto, constitute the entire agreement between the Parties pertaining to the subject matter hereof and
supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the
Parties in connection with the subject matter hereof except as expressly set forth herein, subject to any other agreement among,inter alia, the Sellers
and the Buyer that specifically make reference to this Agreement. No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed to constitute or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute
a continuing waiver unless otherwise expressly provided.

1.3   Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard
to principles of conflicts of laws, and shall be treated, in all respects, as an Ontario contract, irrespective of the place of execution or the order in which the signatures of the Parties are
affixed, or the place or places of performance.

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1.4   Determination of Time

When calculating the period of time within which or following when any act is to be done or steps taken pursuant to this Agreement, the date which is the
reference date in calculating such period shall be included. If the last day for calculating such period is not a Business Day the period in question shall end on the next Business Day.

1.5   Currency

Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of the United States of America.

1.6   Interpretation Not Affected by Headings or Party Drafting

The division of this Agreement into articles, sections, paragraphs, subsections and clauses and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein", "hereunder" and similar expressions refer to this Agreement and the schedules
to this Agreement and not to any particular article, section, paragraph, clause or other portion of this Agreement and include any agreement or instrument supplementary or ancillary to this Agreement.
The Parties acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties agree that any rule of construction to the effect
that any ambiguity is to be resolved against the drafting Party shall not be applicable in the interpretation of this Agreement.

1.7   Number and Gender

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:



1.8   Statutory References

A reference to a statute or a section of a statute shall include and shall be deemed to be a reference to such statute or section and to the regulations made
pursuant thereto, with all amendments made thereto and in force at the relevant time, and to any statute, section of a statute or regulation that may be passed which has the effect of supplementing or
superseding the statute or section so referred to or the regulations made pursuant thereto.

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1.9   Disclosure Schedules and Exhibits

The following are the Schedules and Exhibits which are incorporated in and shall be deemed to form part of this Agreement:

Reference

DescriptionExhibit 1

DefinitionsExhibit 2

Escrow AgreementSecurityExhibit 3

Escrow AgreementWithheld AmountExhibit 4

Letter of CreditExhibit 5

Standard Sepracor Canadian Offer PackageExhibit 6

Transitional Service AgreementSchedule 1

Outstanding OptionsSchedule 1.1(A)

Corporation Financial StatementsSchedule 1.1(B)

List of tangible fixed assetsSchedule 1.1(C)

KnowledgeSchedule 1.1(D)

Permitted EncumbrancesSchedule 1.1(E)

ProductsSchedule 1.1(F)

Additional ProductsSchedule 1.1(G)

Related Party AgreementsSchedule 1.1(H)

Contingent Oryx ProductSchedule 3.1(g)

Related Party IndebtednessSchedule 3.1(h)

Approvals of Governmental AuthoritiesSchedule 3.1(i)

Sellers' Required Consents and ApprovalsSchedule 3.1(n)

Corporate RecordsSchedule 3.1(p)

Qualification re Financial StatementsSchedule 3.1(r)

Post December 31, 2007 EventsSchedule 3.1(t)

Payments to Sellers and Corporate OfficersSchedule 3.1(u)

Prepayment of IndebtednessSchedule 3.1(w)

Inventory ValuesSchedule 3.1(z)

LitigationSchedule 3.1(cc)

Product LiabilitySchedule 3.1(gg)

Employee InformationSchedule 3.1(ii)

Benefit PlansSchedule 3.1(jj)

Qualification re Title to AssetsSchedule 3.1(kk)

Asset Location and ControlSchedule 3.1(qq)

InventorySchedule 3.1(rr)

Intellectual PropertySchedule 3.1(ss)

SoftwareSchedule 3.1(tt)

LicencesSchedule 3.1(vv)

InsuranceSchedule 3.1(ww)

ContractsSchedule 3.1(xx)

Contract StatusSchedule 3.1(bbb)

Banking and Trade Accounts and Powers of AttorneySchedule 4.1(b)(vi)

Authorized Capital ExpendituresSchedule 4.1(l)(A)

Key EmployeesSchedule 4.1(l)(B)

Sales Employees


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ARTICLE 2  PURCHASE AND SALE

2.1   Purchase and Sale of Purchased Shares

At the Closing Time on the Closing Date, the Sellers shall sell and the Buyer shall purchase the Purchased Shares, upon and subject to the terms of this
Agreement.

2.2   Purchase Price

Subject to adjustment, if any, pursuant to Section 2.7 below, the purchase price for the Purchased Shares (the "Purchase Price"), shall be determined and
paid to the Sellers as follows:



Milestone Event

Milestone
Payment[**]

$
2,500,000[**]

$
2,500,000[**]

$
2,500,000[**]

$
2,500,000[**]

$
10,000,000


2.3   Satisfaction of Purchase Price



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2.4   Withholding Taxes



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2.5   Escrow of Withheld Amount

The Withheld Amount shall be delivered to the Escrow Agent, if necessary, and shall be remitted by the Escrow Agent to the Canada Revenue Agency or to Melville,
as the case may be, in accordance with the provisions of Section 2.4 and the Escrow AgreementWithheld Amount. The Parties agree that the release of the Withheld Amount and the
duties and obligations of the Escrow Agent shall be governed by the terms and conditions set forth in Escrow AgreementWithheld Amount to be executed and delivered at Closing.

2.6   Security for Indemnity Payment:

To secure the obligations, if any, of the Sellers to make a payment to the Buyer pursuant to Section 2.7, if required, or any Indemnity Payment pursuant to
Section 6.1 hereof, on Closing the Sellers and the Buyer shall execute and deliver, and the Buyer shall cause the Escrow Agent to execute and deliver, the Escrow AgreementSecurity
and the Sellers shall deliver to the Escrow Agent, at the option of the Sellers, the sum of $7,500,000.00 (the "Escrow Amount"), in immediately
available funds, or a clean irrevocable letter of credit (the "Letter of Credit") issued by the Royal Bank of Canada (or
any other financial institution reasonably acceptable to the Sellers and the Buyer) showing the Escrow Agent, in trust, as the beneficiary thereof and providing:



which
Letter of Credit shall be in the form of the draft letter of credit annexed hereto as Exhibit 4.

2.7   Working Capital Adjustment



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ARTICLE 3  REPRESENTATIONS AND WARRANTIES

3.1   Representations and Warranties of the Sellers

The Sellers, jointly and severally, represent and warrant and, in respect of future events, covenant to the Buyer as follows and acknowledge that the Buyer is
relying thereon in connection with its entering into of this Agreement and the consummation of the transactions contemplated hereby:

(i) as to the Sellers















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(ii) as to the Purchased Shares



(iii) as to Corporate Status and Corporate Records





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(iv) as to the Corporation's Financial Position and Condition





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(v) as to Debts and Liabilities





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(vi) as to Taxes



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(vii) as to Employee Matters



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(viii) as to the Property and Assets of the Corporation





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(ix) as to Insurance





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(x) as to Contracts of the Corporation



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(xi) Miscellaneous



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3.2   Survival of Representations, Warranties and Covenants of Sellers



3.3   Representations and Warranties of Buyer



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3.4   Survival of Representations, Warranties of Buyer and Covenants of Buyer

The representations and warranties of the Buyer set forth in subsection 3.3(a) and all of the covenants of the Buyer set forth in this Agreement shall
survive the closing of the purchase transaction

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hereunder
and shall continue in effect without limitation. All other representations and warranties set forth in this Section 3.3 shall survive the closing of the purchase transaction hereunder
and shall continue in effect for a period of 18 months from the Time of Closing. After such applicable time period, the Sellers shall have no further liability hereunder with respect to such
representation or warranty. unless notice in writing of the Claim in relation to such representation and warranty (specifying in reasonable detail the event, matter or default which gives rise to the
Claim) has been given to the Sellers prior to the expiration of such applicable period and such Claim is not withdrawn or deemed to have been withdrawn thereafter. Any Claim for breach of a
representation of warranty shall be deemed (if it has not been previously satisfied, settled or waived) to have been withdrawn at the end of 2 years following the expiration of such applicable
period, unless legal proceedings (or arbitration, by mutual consent) in respect of such Claim shall have been commenced by being issued and served upon the Buyer.

ARTICLE 4  COVENANTS

4.1   Covenants of the Corporation and the Sellers

The Sellers and the Corporation, jointly and severally, covenant and agree that on or before the Closing Date, or where applicable, thereafter, they will do or
cause to be done the following:





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4.2   Delivery of Books and Records

At the Time of Closing, the Sellers shall deliver or cause to be delivered to the Corporation all of the Books and Records in the possession of the Sellers. The
Buyer agrees that it will preserve and cause the Corporation to preserve the Books and Records so delivered to or maintained by it in the same manner as Sepracor preserves its own books and records,
provided; however, that if any such Books and Records are not subject to a record retention policy of Sepracor as of the Closing Date, then the Buyer shall retain and cause the Corporation to retain
such records for a period of not less than three (3) years from the Closing Date or for such longer period as is required by any Applicable Law, and will permit the Sellers, or authorized
representatives of the Sellers, reasonable access thereto in connection with the affairs of the Sellers relating to its matters, but the Buyer shall not be

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responsible
or liable to the Sellers for or as a result of any accidental loss or destruction of or damage to any such Books or Records, absent gross negligence, bad faith and wilful misconduct.
Notwithstanding the foregoing, any and all such Books and Records may be destroyed by the Buyer or the Corporation at any time before three (3) years from the Closing Date, if the Buyer sends
to the Sellers written notice of its intent to destroy such Books and Records, specifying in reasonable detail the contents of the Books and Records to be destroyed; such Books and Records may then be
destroyed at the expense of the Buyer or the Corporation after the 90th day following such notice unless the Sellers notify the Buyer that the Sellers desires to obtain possession of any or all
such Books and Records, in which event the Buyer shall transfer the requested Books and Records to the Sellers and thereafter the Sellers shall be responsible for expenses of destroying the Books and
Records so transferred to it.

4.3   Buyer's Covenants

The Buyer covenants and agrees with the Sellers that on or before the Closing Date, it will do or cause to be done the following:







4.4   Actions to Satisfy Closing Conditions

Each Party shall take all such action as is within its power to control, and shall use its commercially reasonable efforts to cause other actions to be taken
which are not within its power to control, so as to ensure compliance with all conditions set forth in Article 5 which are for the benefit of any Party. The Parties will co-operate
in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing.

4.5   Delivery of Escrow Agreements

At the Time of Closing, the Buyer shall execute and deliver to the Sellers and the Sellers shall execute and deliver to the Buyer the Escrow
AgreementSecurity and the Escrow AgreementWithheld, if necessary, and the Buyer and the Sellers shall jointly cause the Escrow Agent to execute and deliver the Escrow
AgreementSecurity and the Escrow AgreementWithheld, if necessary.

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4.6   Authorized Pre-Closing Transactions

It is agreed that on or before the Closing the Sellers shall complete and cause the Corporation to complete the following transactions (the
"Authorized Pre-closing Transactions"):



4.7   Buyer's Post-Closing Covenants

The Buyer and Sepracor jointly and severally covenant and agree that subsequent to the Closing Time they will use commercially reasonable efforts to cause the
Corporation to file NDS applications with the TPD in Canada for at least [**] New Products within [**] of the Closing and thereafter to diligently
pursue, to the extent commercially reasonable, approval from the TPD for such NDS applications in respect of such [**] New Products as well as the data protection contemplated
in Section 2.2 hereof with a view to expediting the occurrence of the Milestone Events and accelerating payment of the Milestone Payments contemplated in Section 2.2 hereof. Sepracor and
the Buyer acknowledge and agree that if Sepracor or any of its Affiliates other than the Corporation files an NDS in respect of any New Product or receives an NOC or data protection in respect thereof
then, for

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purposes
of Section 2.2 hereof and other related provisions of this Agreement, the Corporation shall be deemed to have filed such NDS, to have received the NOC or to have been granted the data
protection contemplated herein.

ARTICLE 5  CONDITIONS PRECEDENT TO CLOSING

5.1   Buyer's Conditions of Closing











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5.2   Conditions to the Sellers' Obligations





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5.3   Waiver

The Sellers or the Buyer may waive, by notice to the other Parties in writing, any condition set forth in this Article 5 which is for its benefit. No
waiver by the Sellers or the Buyer of any condition, in whole or in part, shall operate as a waiver of any other condition.

5.4   Non-Performance of Conditions & Termination

In case any of the foregoing conditions shall not be fulfilled or not performed by the Party by which it is to be performed (the "Defaulting Party") at or before
the Closing Time, then the other Party may rescind or terminate this Agreement by notice in writing to the Defaulting Party in which event all of the Parties hereto shall be released from all of their
obligations hereunder and shall not be liable for any damages to any other Party; provided, however, the obligations under the Confidentiality Agreement shall continue and, provided further, that if
this Agreement is rescinded or terminated by a Party because of a wilful or intentional breach of this Agreement by the Defaulting Party or because one or more of the conditions to the
non-Defaulting Party's obligations under this Agreement is not satisfied as a result of the Defaulting Party's wilful or intentional failure to comply with its obligations under this
Agreement, the non-Defaulting Party's rights to pursue all legal and equitable remedies shall survive such rescision and termination unimpaired. Unless all of the Parties are released as
contemplated above, each Party's right of rescision and termination under this Section 5.4 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of
a right of termination will not be an election of remedies.

ARTICLE 6  INDEMNITY

6.1   Indemnification by Sellers



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6.2   Indemnification by the Buyer



6.3   General Exclusions



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6.4   Disclosure Exclusion

Neither the Sellers nor Arrow shall be liable for any Representation Breach or Covenant Breach, and Buyers shall not be entitled to bring any Claim under
Section 6.1 or any other claim under or in connection with this Agreement against the Sellers or Arrow in respect thereof, if and to the extent the matter resulting in the Claim was reasonably
disclosed in any Schedule attached to this Agreement, it being understood and agreed that information in any one Schedule is deemed to be included in all other Schedules to which they reasonably
relate, whether or not they are cross-referenced.

6.5   De-minimis, Threshold and Deductible

Except for Claims resulting from a Representation Breach under Sections 3.1(a), (b), (b.1), (c), (d), (e), (f), (g), (j), (k), (l), (m), (ff), (ii),
(yy(i)), and (ccc), Sellers and Arrow shall only be liable for Losses arising out of a Representation Breach if and to the extent that the aggregate Loss arising out of Representation Breaches exceeds
$250,000 (the "Threshold") in which case Sellers and Arrow shall only be liable for the Losses exceeding the Threshold; provided, however, that the
limitations and restrictions contained in this Section 6.5 shall not apply to any Losses incurred by the Buyer attributable to fraud or an intentional Representation Breach.

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6.6   Double Dip

If one and the same set of facts, events or circumstances qualifies under more than one provision as a breach or entitles the Buyer and/or the Corporation to
Claim or Claims or remedies under more than one provision of, or in connection with, this Agreement, then even if the Buyer and/or the Corporation make multiple Claims arising from such facts, events
or circumstances, the Buyer and the Corporation shall not be entitled to aggregate recoveries from all such Claims in excess of their aggregate Losses arising from such facts, events or circumstances
(subject to the reductions and other limitations contained in this Article 6).

6.7   Maximum Liability of Sellers

Notwithstanding any other provision of this Agreement, the Sellers and the Buyer further agree that the Sellers shall not be liable to make Indemnity Payments to
the Buyer and/or the Corporation on account of Losses arising from a Representation Breach other than Claims resulting from a Representation Breach under Sections 3.1(a), (b), (c), (d),
(e) (j), (k), (l), (m), (ff), (ii), (yy(i)), and (ccc) which, in the aggregate, exceed an amount equal to 60% of the aggregate of (i) Initial Purchase Price (as adjusted, if necessary,
pursuant to Section 2.7 and 5.2(h)), and (ii) that portion of the Milestone Payments completed in Section 2.2. hereof actually paid by the Buyer following the occurrence of a
Milestone Event; provided, however, that such limitation shall not apply to any Representation Breach resulting from Sellers' fraud or an intentional Representation Breach and in such case the amounts
of any Losses in respect of such claims shall not be included in determining whether any of the limitations set forth in this Section 6.7 has been exceeded.

6.8   Nature of Payments

All payments by or to a Party in respect of a claim for indemnification pursuant to this Article 6 shall be treated as an adjustment in the amount of the
Purchase Price.

6.9   Exclusion of other Remedies

The Parties agree that the rights and remedies that a Party may have against the other Party for a breach of any representation, warranty, covenant or obligation
under this Agreement or any Closing Document, except for any Loss that is the result of fraudulent conduct, wilful misconduct or intentional misrepresentation or omission, shall be exclusively
governed by this Agreement. To the extent permitted by Applicable Law, any further claims and remedies (other than claims for specific performance, injunctive relief or other equitable remedy which do
not include claims for monetary damages or fraud), irrespective of the nature, amount or legal basis, are hereby expressly waived and excluded. For the avoidance of doubt, the provisions of this
Section 6.9 shall not be construed as limiting in any way whatsoever any remedy other than for the recovery, directly or indirectly, of monetary damages with respect to the matters set forth in
Sections 6.1 and 6.2 to which Buyer or Sellers may be entitled.

6.10 Agency for Representatives

Each Party agrees that it accepts each indemnity in favour of any of its Representatives as agent and trustee of that Representative. Each Party agrees that
another Party may enforce an indemnity in favour of any of that Party's Representatives on behalf of that Representative.

6.11 Notice of Third Party Claims

If an Indemnified Party receives notice of the commencement or assertion of any Third Party Claim, the Indemnified Party shall give the Indemnifier reasonably
prompt notice thereof. Such notice to the Indemnifier shall describe the Third Party Claim in reasonable detail and shall indicate, if

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reasonably
practicable, the estimated amount of the Loss that has been or may be sustained by the Indemnified Party.

6.12 Defence of Third Party Claims

The Indemnifier may participate in or assume the defence of any Third Party Claim by giving notice to that effect to the Indemnified Party not later than 15
Business Days after receiving notice of that Third
Party Claim (the "Notice Period"). The Indemnifier's right to do so shall be subject to the rights of any insurer or other party who has potential
liability in respect of that Third Party Claim. The Indemnifier agrees to pay all of its own expenses of participating in or assuming such defence. The Indemnified Party shall co-operate
in good faith in the defence of each Third Party Claim, even if the defence has been assumed by the Indemnifier and may participate in such defence assisted by counsel of its own choice at its own
expense. The Indemnifier shall not enter into any compromise or settlement of any Third Party Claim without obtaining the prior written consent of the Indemnified Party. If the Indemnified Party has
not received notice within the Notice Period that the Indemnifier has elected to assume the defence of such Third Party Claim, the Indemnified Party may, at its option, elect to settle or compromise
the Third Party Claim or assume such defence, assisted by counsel of its own choosing and the Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith
and, subject to the provisions of this Article 6, any Loss suffered or incurred by the Indemnified Party with respect to such Third Party Claim.

6.13 Assistance for Third Party Claims



6.14 Settlement of Third Party Claims

If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 6.12, the Indemnifier shall not be liable for any legal
expenses subsequently incurred by the Indemnified Party in connection with the defence of such Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend
diligently such Third Party Claim within 30 days after receiving notice from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds that the Indemnifier has
failed to take such steps, the Indemnified Party may, at its option, elect to assume the defence of and to compromise or settle the Third Party Claim assisted by counsel of its own choosing and the
Indemnifier shall be liable for all reasonable costs and expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, the Indemnifier shall not,
without the consent of the Indemnified Party, enter into any compromise or settlement of any Third Party Claim which would lead to liability or create any financial or other material obligation on the
part of the Indemnified Party, or that does not contain a full and unconditional release of the Indemnified Party .

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6.15 Indemnification Disputes



6.16 Direct Claims

Any Direct Claim shall be asserted by giving the Indemnifier reasonably prompt written notice thereof. The Indemnifier shall then have a period of 30 days
within which to respond in writing to such Direct Claim. If the Indemnifier does not so respond within such 30 day period, the Indemnifier shall be deemed to have rejected such Claim, and in
such event the Indemnified Party shall, subject to the provisions of this Article 6, be free to pursue such remedies as may be available to the Indemnified Party.

6.17 Failure to Give Timely Notice

A failure to give timely notice as provided in this Article 6 shall not affect the rights or obligations of any Party, except and only to the extent that,
as a result of such failure, any Party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and
materially prejudiced as a result of such failure.

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ARTICLE 7  CLOSING

7.1   Closing Arrangements

Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated herein will take place at the Closing Time at the offices of
the Buyer's Counsel or at such other place or places as may be mutually agreed upon by the Sellers and the Buyer.

7.2   Documents to be Delivered

At or before the Closing Time, the Sellers will execute, or cause to be executed, and will deliver, or cause to be delivered, to the Buyer all documents,
instruments and things which are to be delivered by the Sellers pursuant to the provisions of this Agreement, and the Buyer will execute, or cause to be executed, and will deliver, or cause to be
delivered, to the Sellers all cheques or bank drafts and all documents, instruments and things which the Buyer is to deliver or to cause to be delivered pursuant to the provisions of this Agreement.

ARTICLE 8  GENERAL

8.1   Expenses

Except as expressly contemplated in this Section 8.1, each Party shall pay all expenses it incurs in authorizing, preparing, executing and performing this
Agreement and the transactions contemplated hereunder, whether or not the Closing occurs, including all fees and expenses of its legal counsel,
bankers, brokers, accountants or other representatives or consultants ("Transaction Expenses"). Notwithstanding the foregoing, the parties acknowledge
that prior to December 31, 2007, the Corporation had paid $53,000.00 (inclusive of GST) to CIBC World Markets Inc. (the "Prior Paid
Fees") which would otherwise be a Transaction Expense of the Sellers and agree that, except for the Prior Paid Fees (for which the Sellers shall not be required to reimburse
the Corporation or indemnify the Buyer), in no event shall the Corporation be liable for any Transaction Expenses of the Sellers or the Buyer.

8.2   Announcements

No announcements with respect to this Agreement will be made by any Party without the prior approval of the other Parties. The foregoing will not apply to any
announcement by any Party required in order to comply with any Applicable Law, provided that such Party uses commercially reasonable efforts to consult with the other Parties before making any such
announcement.

8.3   Time of the Essence

Time shall be of the essence hereof.

8.4   Notices



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8.5   Assignment

Neither this Agreement nor any rights or obligations hereunder shall be assignable by any Party without the prior written consent of the other Parties; provided
that the Buyer may assign any of its rights or obligations hereunder to an Affiliate of the Buyer without the consent of any other Party, provided that the Buyer and Sepracor will remain liable for
their obligations under this Agreement. Subject to the foregoing, this Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors (including any successor
by reason of the amalgamation of any Party) and permitted assigns.

8.6   Further Assurances

Each party hereto hereby agrees that it/he will do all such acts and execute all such further documents, conveyances, deeds, assignments, transfers and the like,
and will cause the doing of all such acts and will cause the execution of all such further documents as are within its/his power as the other party hereto may in writing from time to time reasonably
request be done and/or executed, in order to consummate the transactions contemplated hereby or as may be necessary or desirable to effect the purpose of this Agreement or any document, agreement or
instrument delivered pursuant hereto and
to carry out their provisions or to better or more properly or fully evidence or give effect to the transactions contemplated hereby, whether before or after the closing.

8.7   Attornment

Each party irrevocably consents and attorns to the personal jurisdiction of the courts of the Province of Ontario in all matters relating to or arising out of
this Agreement, and waives any right such party may have to object to the venue or jurisdiction of such courts. Each party further agrees that these courts will have exclusive jurisdiction over any
suit, proceeding or action under, relating to or arising out of this Agreement. Each party irrevocably consents to the service of process from any of the courts of Ontario by delivering copies as
required by the notice section of this Agreement to such party at its address designated pursuant to this Agreement, with such service of process to become effective as provided for notices in such
section.

8.8   Invalidity

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions this Agreement, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of this Agreement prohibited or
unenforceable in any respect. Should any provision of this Agreement be so held to be unenforceable, such provision, if permitted by law, shall be considered to have been superseded by a legally
permissible and enforceable clause which corresponds most closely to the intent of the parties as evidenced by the provision held to be unenforceable.

8.9   Counterparts

This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall
constitute one and the same instrument.

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8.10 Facsimile Signatures

All signatures of the Parties may be transmitted by facsimile or through other electronic means and each such transmission shall for all purposes be deemed to
contain the original signature of the person whose signature it reproduces and shall be binding upon that person and on the Party on whose behalf that person signed. Each party hereto undertakes to
provide each and every other party hereto with a copy of this Agreement bearing original signatures forthwith upon demand.

[Signatures to appear on following page.]

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IN WITNESS WHEREOFthis Agreement has been executed as of the date first above written.

COBALT PHARMACEUTICALS INC.Per:

/s/Ian JacobsonPer:

/s/Henry KoziarskiMELVILLE HOLDINGS LIMITEDPer:

/s/Howard Simson1765800 ONTARIO LIMITEDPer:

/s/Adrian AdamsORYX PHARMACEUTICALS, INC.Per:

/s/Doug ReynoldsPer:

/s/Julian Neil TabatznikSEPRACOR INC.Per:

/s/Adrian AdamsARROW GROUP A.p.S.Per:

/s/Howard Simson


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SCHEDULE A        DEFINITIONS

"Accounting Records" means all of the Corporation's books of account, accounting
records and other financial data and information relating to the Business;

"Accounts Receivable" means all accounts receivable, notes receivable and other debts due or accruing due to the Corporation in connection
with the Business;

"Additional Products"means those prescription pharmaceutical products listed in Schedule 1.1(F), being pharmaceutical products
currently promoted and marketed by Sepracor Inc. in the United States of America or in respect of which Sepracor Inc. is currently seeking an approval for an NDA from the United States
Food and Drug Administration;

"Affiliate" means, in relation to any Party, any Person which, directly or indirectly, controls, is controlled by or is under common
control with such Party. For purposes of this definition, the term "control" (as used in the terms "controls", "controlled by" and "under common control") means either (i) holding 50% or more
of the voting securities of such Person or, (ii) in the case of a Person that has no outstanding voting securities, having the right to 50% or more of the profits of such Person or having the
right in the event of dissolution to 50% or more of the net assets of such Person or, (iii) the power to direct or cause the direction of the management and policies of such Person, whether
pursuant to the ownership of voting securities, by contract or otherwise;

"Agreement" means this share purchase agreement including all attached Schedules, as the same may be supplemented, amended, restated or
replaced from time to time;

"Applicable Law" means any domestic or foreign statute, law (including the common law), ordinance, rule, regulation, restriction,
regulatory policy or guideline, by-law (zoning or otherwise), or Order, or any consent, exemption, approval or Licence of any Governmental Authority, that applies in whole or in part to
the Sellers, the Buyer, the Corporation, the Business, the way the Business is carried on or to any of the Purchased Shares;

"Assets" means all of the assets, real and personal, tangible and intangible, and undertakings of the Corporation reflected in the
Corporation Financial Statements or acquired after December 31, 2007 including the Inventory, the Accounts Receivable, the Equipment, the Licenses, the Contracts and the Intellectual Property;

"Authorized Pre-closing Transactions" has the meaning assigned thereto in Section 4.6;

"Benefit Plans" means all bonus, deferred compensation, incentive compensation, share purchase, share appreciation and share option,
severance or termination pay, hospitalization or other medical benefits, life or other insurance, dental, disability, salary continuation, vacation, supplemental unemployment benefits, profit-sharing,
mortgage assistance, employee loan, employee assistance, pension, retirement or supplemental retirement plan or agreement (including any defined benefit or defined contribution pension plan and any
group registered retirement savings plan), and each other employee benefit plan or agreement (whether oral or written, formal or informal, funded or unfunded) sponsored, maintained or contributed to
or required to be contributed to by the Corporation for the benefit of any of the Employees or other dependents, whether or not insured and whether or not subject to any Applicable Law, except that
the term "Benefit Plans" shall not include any statutory plans with which the Corporation is required to comply, including the Canada/Quebec Pension Plan or plans administered pursuant to applicable
provincial health tax, workers' compensation and unemployment insurance legislation;

"Books and Records" means the Accounting Records and all books, records, sales and purchase records, lists of suppliers, formula, business
reports and research and development information of the

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Corporation
and plans and projections for the Business and all other documents, files, records, correspondence, and other data and information, financial or otherwise, which are relevant to the
Corporation or the Business, including all data and information stored electronically or on computer related media;

"Brand Pharmaceutical Product" means any pharmaceutical product approved under an NDS or supplemental NDS.

"Business" means the business carried on by the Corporation of acquiring the right to market (by in-licensing or acquisition),
marketing, and selling branded prescription pharmaceutical products to wholesalers, physician specialists and hospitals within Canada;

"Business Day" means a day other than a Saturday, Sunday, on which Canadian chartered banks are open for the transaction of domestic
business in Toronto, Ontario, and U.S. chartered banks are open for the transaction of domestic business in Boston, Massachusetts;

"Buyer's Counsel" means Holland & Knight LLP;

"Claim" means any demand, action, suit, proceeding, claim, assessment, judgment or settlement or compromise relating thereto which may
give rise to a right to indemnification under Sections 6.1 or 6.2;

"Closing" means the completion of all of the transactions contemplated by this Agreement which are to occur contemporaneously at or prior
to the Time of Closing;

"Closing Date" means the date on which all conditions to Closing are satisfied or waived; provided, however, that the Closing Date shall
not be a date earlier than June 1, 2008; provided, further, however, that either party shall have the right to terminate the Agreement if Closing has not occurred prior to the
1st day of July, 2008;

"Closing Document" means any document delivered at or prior to the Closing Time as provided in or pursuant to this Agreement;

"Closing Financial Statements" has the meaning assigned thereto in Section 2.7;

"Collective Agreement" means any collective agreement, letters of understanding, letters of intent or other written communication with any
trade union or association which may qualify as a trade union, which would cover any Employees;

"Competing Generic Product" means with respect to a Product, Additional Product or Contingent Oryx Product, any generic pharmaceutical
product in respect of which the TPD has issued an NOC based upon an Abbreviated New Drug Submission that references the Product, Additional Product or Contingent Oryx Product, as the case may be;

"Confidentiality Agreement" means the agreement dated December 3, 2007 between Sepracor Inc. and Oryx
Pharmaceuticals Inc.;

"Contingent Oryx Product" means a prescription pharmaceutical product identified in Schedule 1.1(H) hereto in respect of which the
Corporation enters into a license or distribution agreement within one year following the Closing with the third Person identified on such Schedule as the potential licensor thereof, pursuant to which
the Corporation will promote, market, sell or distribute such prescription pharmaceutical product in Canada;

"Contracts" has the meaning assigned thereto in Section 3.1(ww);

"Corporation Financial Statements" means the audited financial statements of the Corporation for the fiscal years ended
December 31, 2004, December 31, 2005, December 31, 2006 and December 31, 2007 each consisting of a balance sheet, statements of income and retained earnings and cash flows
and the Auditors report thereon, true copies of which are attached hereto as Schedule 1.1(A);

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"Cross-Licence Agreements" has the meaning assigned thereto in Section 3.1(ww);

"Direct Claim" means any Claim by an Indemnified Party against an Indemnifier which does not result from a Third Party Claim;

"Employees" means all Persons engaged by the Corporation to supply services in connection with the Business, including all employees
(whether full or part time, and whether permanent, temporary or hired on a contract basis and including those employees absent from work by reason of short or long term disability, authorized leave of
absence and pregnancy, maternity, paternal or parental leave) and Persons retained by the Corporation as independent contractors or under management or consulting agreements who devote all or
substantially all of their respective working time and attention to the affairs of the Corporation;

"Encumbrance" means any encumbrance of any kind whatever and includes a security interest, mortgage, lien, hypothec, pledge,
hypothecation, assignment, charge, trust or deemed trust (whether contractual, statutory or otherwise arising), a voting trust or pooling agreement with respect to securities, an adverse claim or any
other right, option or claim of others of any kind whatever affecting the Assets or the Purchased Shares;

"Environmental Laws" includes all federal, foreign, provincial, municipal territorial, or local, laws, requirements, statutes,
regulations, by-laws, guidelines, policies or rules, and Orders of any Governmental Authority and the common law, relating in whole or in part to the environment and includes those laws
relating to the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, release or disposal of any hazardous substance and any laws relating to asbestos
or asbestos containing materials in the environment, in the workplace or in any building;

"Equipment" means all fixed assets and tangible personal property of the Corporation (other than Inventory and supplies), including all
equipment described in Schedule 1.1(B) and all fixtures, furniture, furnishings, tools, spare parts, vehicles and computer hardware owned or leased by the Corporation and used by the
Corporation in the Business and not intended for sale;

"Equipment Leases" has the meaning assigned thereto in Section 3.1(ww);

"Escrow Agent" means Computershare Trust Company of Canada;

"Escrow AgreementSecurity"means the agreement among the Parties hereto and the Escrow Agent in the form of the draft
agreement attached hereto as Exhibit 2;

"Escrow AgreementWithheld Amount" means the agreement among Melville, the Buyer and the Escrow Agent in the form of the draft
agreement attached hereto as Exhibit 3;

"Escrow Amount" has the meaning assigned thereto in Section 2.6;

"Execution Date" means the date on which all of the Parties have executed this Agreement;

"Food and Drugs Act" means theFood and Drugs Act(Canada) and the regulations enacted
thereunder and the guidelines and other sub-regulatory documents issued thereunder, including current good manufacturing practices regulations, as the same may be amended, revised or
re-enacted from time to time;

"Formulary" means the Ontario Drug Benefit Formulary/Comparative Drug Index issued and maintained by the Ministry of Health and Long Term
Care of the Province of Ontario or any similar or comparable listing or compilation published or maintained in any other province or territory in Canada;

"Generally Accepted Accounting Principles" means generally accepted accounting principles from time to time approved by the Canadian
Institute of Chartered Accountants, or any successor institute,

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applicable
as at the date on which any calculation or determination is required to be made in accordance with generally accepted accounting principles;

"Governmental Authority" means any domestic or foreign government whether federal, provincial, state or municipal and any crown or state
owned corporation, governmental, regulatory, legislative or administrative agency, authority or commission of any kind whatever or any court, tribunal or judicial or arbitral body of competent
jurisdiction;

"including" means "including without limitation" and "includes" means "includes without
limitation" and each of the terms "including" and "includes" shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following
it;

"Indemnified Party" means any Person entitled to indemnification under this Agreement;

"Indemnifier" means any Party obligated to provide indemnification under this Agreement;

"Indemnity Payment" means any amount of Loss required to be paid pursuant to Sections 6.1 or 6.2;

"Independent Accountant" means Grant Thornton LLP, or another internationally recognized independent accounting firm acceptable to
Sellers and Buyer;

"Intellectual Property" means all intellectual property rights of the Corporation, including:



"Interim Period" means the period from and including the Execution Date to and including the Closing Time;

"Inventory" means all raw material and supplies, manufacture and purchase parts, goods in process and finished, goods, wares,
stock-in-trade and other merchandise and inventory of the Business on hand at any of the Premises and all inventory of pharmaceutical products stored for the account of the
Corporation in the warehouses or other applicable facilities maintained by the third Persons who manufacture, package and\or provides logistical services to the Corporation;

"Key Employees" has the meaning assigned thereto in Section 4.1(l)(i);

"Knowledge" means, with reference to any of the representations and warranties of the Sellers, solely the actual knowledge as of the
Execution Date of those individuals listed in Schedule 1.1(C);

"License" has the meaning assigned thereto in Section 3.1(tt);

"Licensed Intellectual Property" means Intellectual Property rights licensed to the Corporation and used or available for use in
connection with all or any part of the Business, including those listed

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in
Schedule 3.1(rr) hereto and identified as such, and all renewals, modifications and extensions of any of the aforesaid;;

"Licensed Software" has the meaning assigned thereto in Section 3.1(ss);

"Licensor" means the Person (other than the Corporation) to a Licence and Marketing Agreement or Terminated Agreement or the Affiliate of
such Person in whose name a Regulatory Approval relating to a Product is registered or who is or purports to be the registered owner or authorized user of any Licensed Intellectual Property used by
the Corporation in connection with the Business;

"Loss" means any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment, resulting from or arising out of any
Claim, including the costs and expenses of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise relating thereto and all interest, punitive damages, fines and penalties
and reasonable legal fees and expenses incurred in connection therewith, excluding indirect or consequential damages; provided that the amount of any losses in respect of any inaccuracy or breach of a
representation or warranty shall be determined regard to any materiality or material adverse effect qualifier;

"Material Adverse Effect" means any event, occurrence, fact, condition, change or effect that has a materially adverse effect on the
Corporation, the Business, the Assets, or the operations, condition (financial or otherwise), prospects or results of operations of the Business;

"Material Contracts" has the meaning assigned to such term in Section 3.1(ww);

"New Products" means any prescription pharmaceutical product in respect of which the Corporation files, or is deemed pursuant to
Section 4.7 hereof to have filed, within ten years of the Closing an NDS with the TPD or its successor seeking a marketing approval therefore in Canada and includes, without limitation, an
Additional Product, but does not include (i) a Contingent Oryx Product or (ii) a product in-license by the Corporation from a third Person if the corresponding or equivalent
product is not in-licensed by Sepracor or any of its Affiliates for sale or distribution in the United States (whether prior, at the same time as, or subsequent to the
in-license arrangement in Canada);

"NOC" means a Notice of Compliance issued by the TPD pursuant to theFood and Drugs Act;

"Non-Active Employees" means on any particular date, those Employees who are absent from work on such date by reason of short
or long term disability or by reason of authorized leave of absence including pregnancy, maternity, paternal or parental leave, but for greater certainty does not include Employees who are absent from
work on such date by reason of illness (which is not a disability), holiday or scheduled day off;

"NDS"means a new drug submission within the meaning of theFood and Drug Actand includes
a supplemental new drug submission, as the same may be amended from time to time;

"Occupational Health and Safety Acts" means theOccupational Health and Safety Act(Ontario) and all other legislation of any jurisdiction dealing with any of the subject matter of that Act or with any aspect of the health or safety of employees;

"Order" means any order (draft or otherwise), judgement, injunction, decree, award or writ of any Governmental Authority or other Person
having jurisdiction;

"ordinary course" when used in relation to the conduct of the Business means any transaction which constitutes an ordinary
day-to-day business activity of the Corporation conducted in a manner consistent with the Corporation's past practices;

"Owned Intellectual Property" means Intellectual Property owned by the Corporation and used or available for use in connection with all or
any part of the Business, including those listed in Schedule 3.1(rr) hereto and identified as such.

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"Parties" means the Persons who have executed and are bound by the terms of this Agreement collectively, and
"Party" means any one of them;

"Pension Plans" means all Benefit Plans relating to retirement or retirement savings including pension plans, pensions or supplemental
pensions "registered retirement savings plans" (as defined in the Income Tax Act (Canada)), "registered pension plans" (as defined in the Income Tax Act (Canada)) and "retirement compensation
arrangements" (as defined in the Income Tax Act (Canada)), but for greater certainty does not include a Benefit Plan which is a registered retirement savings plan held by any employee and administered
by a Person other than the Corporation for the benefit of such employee to which the Corporation makes a contribution;

"Permitted Encumbrances" means the Encumbrances described in Schedule 1.1(D);

"Person" shall be broadly interpreted and includes an individual, body corporate, partnership, joint venture, trust, association,
unincorporated organization, the Crown, any Governmental Authority or any other entity recognized by law;

"Personal Information" means any information about an identifiable individual;

"Premises" means the premises occupied and shared by the Corporation at 6601 Kitimat Road, Mississauga, Ontario pursuant to the terms of
the Service and Cost Sharing Agreement;

"Privacy Legislation" means thePersonal Information Protection and Electronic Documents
Act(Canada) and all other laws, regulations, by-laws and ordinances that regulate the collection, use or disclosure of Personal Information or information about
entities other than identifiable individuals in each jurisdiction in which the Corporation carries on the Business;

"Proceedings" means a claim, demand, suit, action, cause of action, dispute, proceeding, litigation, investigation, grievance,
arbitration, administrative proceedings, changes, plea, mediation, hearing, governmental proceeding or other proceeding including appeals and applications for review;

"Products" means those prescription pharmaceutical products listed in Schedule 1.1(E), being the Products currently promoted and
marketed by the Corporation in Canada;

"Purchase Price" means the purchase price to be paid by the Buyer for the Purchased Shares as provided in Section 2.2;

"Purchased Shares" means all of the shares of the Corporation issued and outstanding at the Time of Closing and includes the Current
Issued Shares and all common shares of the Corporation issued pursuant to the exercise of the Outstanding Options;

"Regulatory Approval" means in relation to a Product, the NOC and such provincial and/or territorial licences, authorizations, consents,
approvals or registrations required in any province or territory in Canada to sell a pharmaceutical product in such province or territory or to cause such Product to be registered or listed in the
Formulary published or maintained for that jurisdiction;

"Regulatory Authorities" means the TPD and the provincial government ministry, department or agency, the regulatory body or other Person
responsible in the province or territory in Canada in question for issuing Regulatory Approvals and/or for enacting, monitoring and/or enforcing the applicable laws, rules and regulations relating to
the sale of pharmaceutical products in such market or jurisdiction, the pricing of pharmaceutical products, the designation or listing of any pharmaceutical product as interchangeable with one or more
other pharmaceutical products or the listing or acceptance of a pharmaceutical product for listing in the Formulary published in that jurisdiction, including, by way of illustration only and without
limitation, the Ministry of Health and Long Term Care in the Province of Ontario;

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"Related Party Agreements" means the Cross-Licence Agreements, the Service and Cost Sharing Agreement and those other agreements, if any,
listed in Schedule 1.1(G) hereof;

"Representative" means each director, officer, employee, agent, solicitor, accountant, professional advisor and other representative of a
Party;

"Sales Employees" has the meaning assigned thereto in Section 4.1(l)(ii);

"Sellers' Counsel" means Blaney McMurtry, LLP;

"Sellers' Required Consents and Approvals" has the meaning assigned thereto in Section 3.1(i);

"Service and Cost Sharing Agreement"means the agreement made as of the 1st day of January, 2005 among the
Corporation, Cobalt and Arrow Pharmaceuticals Inc. pursuant to which,inter alia, the Corporation occupies the Premises and Cobalt provides
certain administrative and regulatory services to the Corporation;

"Specifications" means the terms and conditions applicable to the Product in question as contemplated by its NOC, as the same may be
supplemented from time to time;

"Standard Sepracor Canadian Offer Package" means the form offer letter annexed hereto as Exhibit 5 and such other standard
employment documents consistent with those applicable to other employees of Sepracor, to the extent consistent with applicable Canadian federal and provincial laws;

"Target Working Capital" means the sum of Cdn $2,700,000;

"Tax Act" means theIncome Tax Act(Canada) and the rules and regulations promulgated
thereunder, and the provincial counterparts thereof, as the same may be amended from time to time;

"Tax Losses" shall have the meaning attributed thereto in Section 6.1 hereof;

"Tax Returns" means all reports, returns and other documents filed or required to be filed by the Corporation in respect of Taxes, or in
respect of or pursuant to any domestic or foreign federal, provincial, state, municipal, local, territorial or other taxing statute;

"Taxes" means all taxes and similar governmental charges, including:



"Terminated Agreements" has the meaning assigned thereto in Section 3.1(ww);

"Third Party Claim" means any Claim asserted against an Indemnified Party or the Corporation, that is paid or payable to, or claimed by,
any Person who is not a Party or an Affiliate of a Party;

"Time of Closing" or "Closing Time" means 10:00 a.m. on the Closing Date or such
other time on such date as the Parties may agree upon before then in writing;

"TPD" means the Therapeutic Products Directorate of Health Canada (or whatever such agency might be called from time to time) or any
successor agency having regulatory jurisdiction over the manufacture, distribution and sale of prescription pharmaceutical drugs in Canada;

"Withheld Amount"shall have the meaning attributed thereto in Section 2.4(b) hereof.

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