Exhibit 4.1





Exhibit 4.1




MANUFACTURING AND 


OPTION AGREEMENT



BY AND BETWEEN




INTERNATIONAL WEX TECHNOLOGIES INC.




AND




SABEX 2002 INC.




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TABLE OF CONTENTS



	 	 	 	 	 
	 	 	 	Page	 
	 
	 	 	 	 
	1. INTERPRETATION
	 	 	2	 
	 
	 	 	 	 
	1.1 Definitions
	 	 	2	 
	1.2 Schedules
	 	 	5	 
	1.3 Currency
	 	 	6	 
	1.4 Choice of Law
	 	 	6	 
	1.5 Interpretation Not Affected by Headings of Party Drafting
	 	 	6	 
	1.6 Number and Gender
	 	 	6	 
	1.7 Time of essence
	 	 	6	 
	 
	 	 	 	 
	2. REGULATORY APPROVALS
	 	 	6	 
	 
	 	 	 	 
	2.1 Regulatory Approvals
	 	 	6	 
	 
	 	 	 	 
	3. MANFUCTURE AND SUPPLY OF FINISHED PRODUCTS
	 	 	7	 
	 
	 	 	 	 
	3.1 Manufacture and Supply of Finished Products
	 	 	7	 
	 
	 	 	 	 
	4. TERM AND TERMINATION
	 	 	8	 
	 
	 	 	 	 
	4.1 Term
	 	 	8	 
	4.2 Termination
	 	 	8	 
	4.3 Results of Expiry or Termination
	 	 	8	 
	 
	 	 	 	 
	5. FORECAST AND ORDERS
	 	 	8	 
	5.1 Monthly Estimated Requirements
	 	 	8	 
	5.2 Forecast Updates
	 	 	9	 
	5.3 Purchase Orders
	 	 	9	 
	5.4 Increase over updated Forecasts
	 	 	10	 
	 
	 	 	 	 
	6. PRICE AND PAYMENT
	 	 	10	 
	 
	 	 	 	 
	6.1 Price
	 	 	10	 
	6.2 Payment
	 	 	10	 
	6.3 Interests
	 	 	10	 
	 
	 	 	 	 
	7. DELIVERY
	 	 	10	 
	 
	 	 	 	 
	7.1 Delivery of Finished Products, Transfer of Risks and Property, Costs
	 	 	10	 
	7.2 Requirements at delivery
	 	 	11	 
	7.3 Delivery Date
	 	 	11	 
	7.4 Compliance of Finished Products
	 	 	11	 
	 
	 	 	 	 
	8. REGULATORY MATTERS AND DOCUMENTATION
	 	 	12	 
	 
	 	 	 	 
	8.1 Compliance with Specifications and Regulations
	 	 	12	 
	8.2 Reviewing of Specifications
	 	 	12	 
	8.3 Records of Operations
	 	 	12	 
	8.4 Governmental Bodies and Other Inquiries
	 	 	12	 
	 
	 	 	 	 
	9. FIRST RIGHT OF REFUSAL TO ACQUIRE EXCLUSIVE LICENCE
	 	 	12	 
	 
	 	 	 	 
	9.1 GRANT 
	 	 	12	 
	9.2 EXERCISE 
	 	 	13	 
	9.3 Undertakings of WEX 
	 	 	15	 
	9.4 Undertakings of Sabex 
	 	 	15	 






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	 	 	 	Page	 
	 
	 	 	 	 
	10. REPRESENTATIONS AND WARRANTIES OF SABEX 
	 	 	15	 
	 
	 	 	 	 
	10.1 Corporate Existence 
	 	 	15	 
	10.2 Warranties of Sabex Regarding the Finished Products 
	 	 	15	 
	10.3 Execution and Delivery of Agreement 
	 	 	15	 
	10.4 Veracity of Representations and Warranties 
	 	 	16	 
	10.5 Limitation of Representations or Warranties 
	 	 	16	 
	 
	 	 	 	 
	11. REPRESENTATIONS AND WARRANTIES OF WEX
	 	 	16	 
	 
	 	 	 	 
	11.1 Corporate Existence 
	 	 	16	 
	11.2 Execution and Delivery of Agreement 
	 	 	16	 
	11.3 Compliance with applicable laws in the Research Area 
	 	 	17	 
	11.4 Ownership of Commercialization Rights 
	 	 	17	 
	11.5 No Litigation 
	 	 	17	 
	11.6 No Infringement of Third Parties Intellectual Property Rights 
	 	 	17	 
	11.7 Veracity of Representations and Warranties 
	 	 	18	 
	 
	 	 	 	 
	12. INDEMNIFICATION 
	 	 	18	 
	 
	 	 	 	 
	12.1 Indemnification by Sabex 
	 	 	18	 
	12.2 Indemnification by WEX 
	 	 	18	 
	12.3 Insurance 
	 	 	18	 
	 
	 	 	 	 
	13. FORCE MAJEURE 
	 	 	19	 
	 
	 	 	 	 
	13.1 Event of Force Majeure 
	 	 	19	 
	 
	 	 	 	 
	14. CONFIDENTIALITY 
	 	 	20	 
	 
	 	 	 	 
	14.1 Confidentiality of information 
	 	 	20	 
	 
	 	 	 	 
	15. NOTICES 
	 	 	21	 
	 
	 	 	 	 
	16. ARBITRATION 
	 	 	22	 
	 
	 	 	 	 
	17. GENERAL PROVISIONS 
	 	 	22	 
	 
	 	 	 	 
	17.1 Assignability 
	 	 	22	 
	17.2 Independent Contractors 
	 	 	22	 
	17.3 Waiver 
	 	 	22	 
	17.4 Binding Effect 
	 	 	22	 
	17.5 Validity 
	 	 	23	 
	17.6 Counterparts 
	 	 	23	 
	17.7 Entire Agreement 
	 	 	23	 
	17.8 Survival 
	 	 	23	 
	17.9 Public Disclosure 
	 	 	24	 
	17.10 Further Assurances 
	 	 	24	 
	17.11 Cost and Expenses of Transaction
	 	 	24	 
	17.12 English language 
	 	 	24	 






* * *




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MANUFACTURING AND OPTION AGREEMENT




	 
	THIS
AGREEMENT is made and entered into this                     th day of March, 2004.







	 	 	 
	BY AND BETWEEN:

	 	INTERNATIONAL WEX TECHNOLOGIES
INC., a corporation duly incorporated under the Canada
Business Corporations Act having its head office at
777 Hornby Street, Suite 2000, Vancouver, British
Columbia, Canada V6Z 1S4 herein represented by Mr.
Frank Shum, its Chief Executive Officer and Chairman,
duly authorized for the purposes hereof as he so
declares;

	 
	 	 
	 

	 	(hereinafter referred to as:
“Wex”)
	 
	 	 
	AND:

	 	SABEX 2002 INC., a corporation duly
incorporated under the Canada Business Corporations
Act having its head office at 145 Jules-Léger Street,
Boucherville, Quebec, Canada J4B 7K8, herein
represented by Mr. Pierre Fréchette, its President
and Chief Operating Officer, duly authorized for the
purposes hereof as he so declares;

	 
	 	 
	 

	 	(hereinafter referred to as:
“Sabex”)






PREAMBLE




WHEREAS WEX is a biopharmaceutical research and development corporation actively involved in the
field of neurobioscience with its core business being the research and development of innovative
pharmaceutical compounds for use in the treatment of drug addiction, pain management and
anaesthesia;



WHEREAS WEX’s primary focus is on developing products based on a sodium channel blocking compound
named Tetrodotoxin and its derivatives;



WHEREAS WEX has currently chosen for its initial focus and regulatory approval, three projects
which are in various stages of pre-clinical and clinical development in China and Canada and which
are derived from its research into Tetrodotoxin, namely
TetrodinTM, TectinTM and TocudinTM;



WHEREAS WEX wishes to secure a source of supply of injectable finished products for WEX’s clinical
lots necessary for completion of the clinical trials of the Finished Products (as defined
hereinafter) up to the filing of the submission of a NDA or NDS for each of the Finished Products
in Canada and the United States and its equivalent in the member states of the European Community,
until they are ready for submission for their marketing approval (the “Clinical Trials”), subject
to and upon the terms and conditions of the present Agreement;



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WHEREAS Sabex is interested in manufacturing and providing WEX with such clinical stocks at its
Net Manufacturing Costs (as defined hereinafter) subject to certain limitations, in exchange for
the grant by WEX to Sabex of a first right of refusal to acquire from WEX an exclusive license to
all of the Commercialization Rights (as defined hereinafter) in Canada in and to the Products, as
provided for in this Agreement; and



WHEREAS WEX shall be responsible at its sole cost and expense for (i) obtaining any and all
necessary Regulatory Approvals (as defined herein) to market the Finished Products in the Research
Area (as defined herein); and (ii) providing Sabex at no charge with any and all active
pharmaceutical ingredients entering into the composition of the clinical stocks to be manufactured
by Sabex pursuant to this Agreement.



NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties,
covenants and agreements herein contained, the preamble forming an integral part hereof, the
parties hereto, intending to be legally bound, agree as follows:




	1.	 	INTERPRETATION

	 
	1.1	 	Definitions







As used in this Agreement, the following terms shall have the following respective
meanings:




	 	1.1.1	 	“Act” shall mean the Canadian Food and Drug Act, as amended from
time to time and including the rules and regulations promulgated
thereunder;

	 
	 	1.1.2	 	“Affiliate” shall mean any individual, corporation or other entity that,
directly or indirectly, through stock ownership or otherwise, controls, is
controlled by, or is under common control with, the designated party, but
only for so long as the relationship exists.

	 
	 	1.1.3	 	“API” shall mean Tetrodotoxin, a poison extracted from the “puffer” fish or
“blow” fish, excreted from the fish’s liver, ovaries and intestines and which
enters into the composition of the Finished Products;

	 
	 	1.1.4	 	“Certificate of Analysis” shall mean the analytical certificate for each
batch of Finished Products to be delivered pursuant to
Section 7.2 evidencing that the Finished Products conform to the Specifications;

	 
	 	1.1.5	 	“cGMP” shall mean current Good Manufacturing Practices as
promulgated by the HPFB, the FDA and the EMEA; a code of regulations
set forth for methods to be used in the manufacture, processing, packing,
or holding of a drug to assure that such drug meets the requirements as
to safety, and has the identity and strength and meets the quality and
purity characteristics that it purports to;

	 
	 	1.1.6	 	“Clinical Trials” shall have the meaning ascribed to this term in the fourth
paragraph of the Preamble;






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	 	1.1.7	 	“Commercialization Rights” shall have the meaning ascribed to this
term in Subsection 9.1.1 and as further defined in Subsection 9.1.2;

	 
	 	1.1.8	 	“Confidential Information” shall have the meaning ascribed to this term
in Subsection 14.1.1;

	 
	 	1.1.9	 	“Effective Date” shall be the date first written above;

	 
	 	1.1.10	 	“EMEA” shall mean the European Agency for the Evaluation of Medicinal
Products, any of its successor agencies or departments, or any other agency serving the same or similar function;

	 
	 	1.1.11	 	“Event of Force Majeure” shall have the meaning ascribed to this term in
Section 13.1;

	 
	 	1.1.12	 	“EXW” shall have the meaning set out in the Incoterms of 2000 published
by the International Chamber of Commerce, as modified from time to
time;

	 
	 	1.1.13	 	“FDA” shall mean shall mean the Food and Drug Administration; the
United States of America federal government agency that regulates the
quality, safety and effectiveness of biological and pharmaceutical
products in the United States of America, any of its successor agencies or
departments, or any other agency serving the same or similar function;

	 
	 	1.1.14	 	“Finished Product(s)” shall mean the clinical lots for the following three
products currently being developed by WEX based on a sodium channel
blocking compound named Tetrodotoxin and its derivatives, namely
TetrodinTM, TectinTM and TocudinTM; in finished form and in any
formulation, as further described in the Specifications;

	 
	 	1.1.15	 	“First Right of Refusal” shall have the meaning ascribed to this term in
Subsection 9.1.1;

	 
	 	1.1.16	 	“Forecast(s)” shall mean the Initial Forecast and all Forecast Updates;

	 
	 	1.1.17	 	“Forecast Updates” shall have the meaning ascribed to this term in
Section 5.2;

	 
	 	1.1.18	 	“Governmental Body” shall mean:







	 	1.1.18.1	 	any domestic or foreign national, federal, provincial, state,
municipal or other government or body;

	 
	 	1.1.18.2	 	any international or multilateral body;

	 
	 	1.1.18.3	 	any subdivision, ministry, department, secretariat, bureau,
agency, commission, board or authority of any of the
foregoing governments or bodies;






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	 	1.1.18.4	 	any quasi-governmental or private body exercising any
regulatory, expropriation or taxing authority under or on behalf
of any of the foregoing governments or bodies; or

	 
	 	1.1.18.5	 	any domestic, foreign, international, multilateral or
multinational judicial, quasi-judicial, arbitration or
administrative court, grand jury, tribunal, commission, board
or panel.







	 	1.1.19	 	“HPFB” shall mean the Health Products and Food Branch, a division of
Health Canada, any of its successor agencies or departments, or any
other agency serving the same or similar function;

	 
	 	1.1.20	 	“Initial Forecast” shall have the meaning ascribed to this term in
Section 5.1;

	 
	 	1.1.21	 	“Know-How” means the skill or ingenuity based upon the body of
knowledge which comprises all of the methods, processes, designs,
information, formulas, manuals, guidelines and trade secrets relating to
the API’s, the Finished Products and their formulation, including, without
limitation, and all information necessary for obtaining the Regulatory
Approvals;

	 
	 	1.1.22	 	“Lead Time” shall have the meaning ascribed to this term in Subsection
5.3.1;

	 
	 	1.1.23	 	“Licence Agreement” shall have the meaning ascribed to this term in
Subsection 9.1.1;

	 
	 	1.1.24	 	“Licence Term” shall have the meaning ascribed to this term in
Subsection 9.1.4;

	 
	 	1.1.25	 	“Loss” or “Losses” shall mean all liability claims, demands, damages,
actions, suits, and judgments instituted by third parties against either of
the parties hereunder attributable to bodily injury, sickness, disease,
death, injury to property, infringement of intellectual property rights or
otherwise, including, without limitation, reasonable attorney’s fees and
investigation and other costs;

	 
	 	1.1.26	 	“New Drug
Application” or “NDA” – an application to the FDA for
marketing approval for a new therapeutic agent made upon successful
completion of clinical trials;

	 
	 	1.1.27	 	“New Drug Submission” or “NDS” – an application to the HPFB for
marketing approval for a new therapeutic agent made upon successful
completion of clinical trials;

	 
	 	1.1.28	 	“Net Manufacturing Costs” shall mean the costs incurred by Sabex in
the manufacturing of the Finished Products pursuant to the terms and
conditions of this Agreement, as such costs are defined in Schedule
“1.1.26” attached hereto;






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	 	1.1.29	 	“Notice of Compliance” or “NOC” means a notice issued under section
C.08.004 of the Food and Drug Regulations enacted under the
Act to allow the commercialization of a new pharmaceutical product;

	 
	 	1.1.30	 	“Person(s)” shall mean and include any individual, corporation,
partnership, firm, joint venture, syndicate, association, trust,
Governmental Body, and any other form of entity or organisation;

	 
	 	1.1.31	 	“Purchase Order” shall have the meaning ascribed to this term in
Subsection 5.3.1;

	 
	 	1.1.32	 	“Regulatory Agency” or “Regulatory Agencies” shall mean any
appropriate Governmental Body having jurisdiction over the approval of
drugs and pharmaceutical products in any jurisdiction of the Research
Area;

	 
	 	1.1.33	 	“Regulatory Approval(s)” shall mean all the necessary permits, licences
and approvals from the appropriate Regulatory Agencies, to market,
sell and distribute the Finished Products in the Research Area;

	 
	 	1.1.34	 	“Remaining Inventory” shall have the meaning ascribed to this term in
Section 4.3;

	 
	 	1.1.35	 	“Research Area” shall mean the countries of Canada, the United States
of America and the member states of the European Community;

	 
	 	1.1.36	 	“Specifications” shall mean the Finished Products’ process and
manufacturing specifications and instructions, quality assurance and
other applicable procedures, and product descriptions applicable to the
Finished Products provided by WEX to Sabex, as such Specifications are
set forth in Schedule “1.1.36” attached hereto;

	 
	 	1.1.37	 	“Term” shall mean the period set forth under Section 4.1;

	 
	 	1.1.38	 	“Territory” shall mean the country of Canada; and

	 
	 	1.1.39	 	“Third Party Offer” shall have the meaning ascribed to this term in Subsection 9.2.5.







	1.2	 	Schedules







The schedules which are attached to this agreement are incorporated into this agreement by
reference and are deemed to be part hereof. In the event of an inconsistency between the
terms of this Agreement and the Schedules, the terms of this Agreement shall prevail.



	 	 	 	 	 
	Schedule	 	Description
	 	 	 	 	 

	 	1.1.26	 	 	Sabex’s Net Manufacturing Costs

	 	1.1.36	 	 	Specifications

	 	9.1.2	 	 	Patents or Patent Applications

	 	5.1	 	 	Initial Forecast







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	1.3	 	Currency







Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful
money of Canada.




	1.4	 	Choice of Law







This Agreement shall be governed by and construed in accordance with the laws of the
Province of Quebec and the laws of Canada applicable therein, without regard to the
principles of conflict of laws.




	1.5	 	Interpretation Not Affected by Headings of Party Drafting







The division of this agreement into articles, sections and subsections 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 hereto and
not to any particular article, section or subsection or other portion hereof and include
any Agreement or instrument supplementary or ancillary hereto. Each party hereto
acknowledges that it and its legal counsel have reviewed and participated in settling the
terms of this Agreement, and the parties hereby 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.




	1.6	 	Number and Gender







In this Agreement, unless there is something in the subject-matter or context inconsistent
therewith, (i) words in the singular number include the plural and such words shall be
construed as if the plural had been used, (ii) words in the plural include the singular and
such words shall be construed as if the singular had been used, and (iii) words importing
the use of any gender shall include all genders where the context or party referred to so
requires, and the rest of the sentence shall be construed as if the necessary grammatical
and terminological changes had been made.




	1.7	 	Time of essence







Time shall be of the essence of this Agreement and of every part hereof and no extension
or variation of this Agreement shall operate as a waiver of this provision.




	2.	 	REGULATORY APPROVALS

	 
	2.1	 	Regulatory Approvals







	 	2.1.1	 	WEX shall be responsible at its sole cost and expense for conducting any
necessary clinical trials to obtain any and all Regulatory Approvals to commercialize
the Finished Products anywhere in the Research Area; Sabex not to be incurring any
liability for failure of WEX of obtaining such Regulatory Approvals.






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	 	2.1.2	 	Sabex acknowledges that it will fully co-operate with WEX and provide to
WEX the technical information in its possession concerning the Finished
Products to be manufactured so that WEX can obtain the Regulatory
Approvals as soon as reasonably possible. WEX shall reimburse Sabex
any and all reasonable costs and expenses that Sabex may incur in
providing this assistance and information. All costs associated with any
required validations relating to the Finished Products will be invoiced to
WEX at Sabex’s Net Manufacturing Costs.

	 
	 	2.1.3	 	All documentation necessary to obtain the Regulatory Approvals shall be
prepared and filed by WEX, who shall confer regularly with Sabex to
report on the status of the clinical trials and the related regulatory filings.
Sabex shall have the right to receive any such documentation submitted
by WEX to the Regulatory Agencies in the Territory promptly upon a
simple request from Sabex.

	 
	 	2.1.4	 	WEX shall inform Sabex immediately upon receipt of any such Regulatory
Approvals and shall provide Sabex with copies thereof as well as of any
correspondence from the Regulatory Agencies relating to same. WEX
also agrees not to make any decisions likely to have a material effect on
the development toward commercialization of the Finished Products in
the Territory without consulting Sabex.

	 
	 	2.1.5	 	WEX agrees to disclose to Sabex all the technical instructions for the
analysis of the API’s as well as the Know-How for the processing and
analysis of same which are necessary in order to obtain the Regulatory
Approvals and to allow Sabex to effectively manufacture Finished
Products meeting the Specifications. WEX shall also provide Sabex with
all pre-clinical and clinical data, marketing information, safety and stability
testing and any other results of studies in its possession relating to the
API’s.







	3.	 	MANFUCTURE AND SUPPLY OF FINISHED PRODUCTS 

	 
	3.1	 	Manufacture and Supply of Finished Products







	 	3.1.1	 	During the Term of this Agreement, Sabex shall, subject to the terms and
conditions of this Agreement, manufacture and sell exclusively to WEX
the Finished Products (including placebo) ordered by WEX pursuant to
Section 5.3 for completion of the Clinical Trials, subject to a maximum of
one hundred thousand (100,000) Finished Products for the Term.

	 
	 	3.1.2	 	WEX agrees to exclusively purchase the Finished Products from Sabex
for the Term, subject to the following exceptions: (i) to satisfy WEX’s
requirements in excess of the limitation set forth in Subsection 3.1.1
above, (ii) to comply with any FDA or EMEA instructions requesting that
the Finished Products be sourced in their respective jurisdiction and (iii) to
conduct a clinical study before it reaches the Phase II b).

	 
	 	3.1.3	 	WEX agrees to provide Sabex free of charge at its Boucherville facilities
all necessary API’s entering into the composition of Finished Products to
be manufactured by Sabex for the Term in accordance with Subsection 5.3.4.






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	 	3.1.4	 	It is acknowledged by Sabex that WEX is already engaged in discussions to
enter into a global agreement with a third party with regard to the commercialization
of the Finished Products outside the Territory. The parties agree to negotiate in
good faith the entering into of a global manufacturing agreement for the supply of
Finished Products to WEX for sale outside the Territory, directly or through third
parties, upon a request to that effect from WEX.







	4.	 	TERM AND TERMINATION

	 
	4.1	 	Term







The term of this Agreement shall commence on the Effective Date and shall continue for an
initial period of three (3) years. This initial term shall also be renewable by mutual
agreement of the parties (the
“Term”).




	4.2	 	Termination







	 	4.2.1	 	In the event that either party materially breaches or defaults on any of its
obligations, representations, warranties, or covenants under this Agreement, the other
party may give written notice to the defaulting party setting forth in reasonable
details the nature of such breach or default. If the defaulting party fails to cure
such breach or default within sixty (60) days from the date of such notice, this
Agreement shall be subject to immediate termination upon additional written notice to
the defaulting party. The non-defaulting party shall have available to it and may
pursue all other rights and remedies under applicable laws.







	4.3	 	Results of Expiry or Termination







Upon expiry or earlier termination of this Agreement by reason of WEX’s default, WEX shall
purchase from Sabex any Finished Products that are on hand or have been ordered by WEX on
the termination date in an amount of up to and including one hundred and twenty-five
percent (125%) of the updated Forecast (the
“Remaining
Inventory”).




	5.	 	FORECAST AND ORDERS

	 
	5.1	 	Monthly Estimated Requirements







On the Effective Date, WEX shall provide Sabex with a non-binding forecast, showing WEX’s
estimated requirements of Finished Products by month, for the first twelve (12) months of
the Term, said forecast being attached hereto and incorporated herein by reference as
Schedule “5.1”
(“Initial
Forecast”).



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	5.2	 	Forecast Updates







Every three (3) months during the Term, WEX shall provide Sabex with a good faith,
non-binding forecast update of its estimated requirements by month, of Finished Products
for the twelve-month (12) period commencing on the first day of the immediately following
calendar month
(“Forecast
Updates”).




	5.3	 	Purchase Orders







	 	5.3.1	 	WEX shall authorize the manufacture and packaging of Finished Products
by issuing a firm purchase order
(“Purchase Order”) to Sabex which is
reasonably consistent with the Forecast and Sabex shall supply the
Finished Products so ordered to WEX. Each Purchase Order shall be in
a form and contain terms previously agreed to by the parties and shall
indicate the quantities of each of the Finished Products requested. The
proposed delivery date recited in the Purchase Order shall always be at
least three (3) months (the
“Lead Time”) following the date when the API’s
necessary for Sabex to manufacture the Finished Products have arrived
at Sabex’s Boucherville facilities pursuant to Subsection 5.3.4.

	 
	 	5.3.2	 	The packaging of Finished Products shall be as per Sabex’s standard
packaging formats.

	 
	 	5.3.3	 	Sabex shall promptly acknowledge each Purchase Order by signing and
returning to WEX the acknowledgement copy of each Purchase Order
promptly after its receipt. By signing such Purchase Order, Sabex will
confirm its approval of such order. If accepted by Sabex, such Purchase
Order shall be binding upon WEX. Failure of Sabex to deliver to WEX a
written notice objecting to a Purchase Order within five (5) business days
after receipt of the Purchase Order shall constitute Sabex’s acceptance of
the Purchase Order.

	 
	 	5.3.4	 	Upon confirmation or deemed confirmation of approval of a Purchase
Order by Sabex pursuant to Subsection 5.3.3, WEX shall ship to Sabex’s
Boucherville facilities the quantities of API’s necessary to manufacture the
Finished Products so ordered, within a period of ten (10) days of such
confirmation or deemed confirmation of approval.

	 
	 	5.3.5	 	In the event of any conflict between the terms and conditions of this
Agreement and the terms and conditions of any Purchase Order, the terms and conditions of this Agreement shall prevail.






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	5.4	 	Increase over updated Forecasts







WEX may request Sabex to accept an increase over WEX’s updated Forecast of Finished
Products (a) if WEX’s increase is less than or equal to ten percent (10%) over the amount
indicated in WEX’s updated Forecast, Sabex shall be obligated to provide the amount
requested in the Purchase Order; and (b) if WEX’s increase is greater than ten percent
(10%) over the amount requested in WEX’s updated Forecast, Sabex’s sole obligation with
respect thereto shall be to exercise commercially reasonable efforts to accommodate WEX’s
request which exceeds such updated Forecast.




	6.	 	PRICE AND PAYMENT

	 
	6.1	 	Price







Subject to the terms and conditions of this Agreement, WEX shall purchase all Finished
Products for which a Purchase Order has been submitted and accepted by Sabex. WEX shall
pay Sabex for the Finished Products so ordered Sabex’s Net Manufacturing Costs, as such
costs shall be calculated in accordance with Schedule “1.1.20”. Any amounts
mentioned herein shall be excluding applicable taxes, which shall be collected by Sabex
and remitted to the appropriate Governmental Body, if any.




	6.2	 	Payment







Sabex shall invoice WEX for each shipment of Finished Products promptly upon the delivery
of the Finished Products to WEX’s carrier at Sabex’s loading dock. Payment for such
Finished Products shall be made by WEX to Sabex within thirty (30) days from the date of
the invoice.




	6.3	 	Interests







In the event that WEX shall fail to pay any invoice due in accordance with Section 6.2,
interest shall accrue on overdue amounts at the rate of one and one-half percent (1.5%) per
month (or eighteen percent (18%) annually); a maximum delay of three (3) months will be
tolerated, after which Sabex shall have the right to ask for additional guarantees of
payment, and in case of denial, to terminate the Agreement, without WEX having the right to
ask for any kind of reimbursement and saving the rights of Sabex to recover the possible
credits and compensation for damages suffered; the whole except with respect to invoices
disputed in good faith by WEX pursuant to Section 7.4, for which interest shall not accrue
on the amounts in dispute during the pendency of such dispute and further subject to
Article 16 (arbitration).




	7.	 	DELIVERY

	 
	7.1	 	Delivery of Finished
Products, Transfer of Risks and Property, Costs







All Finished Products shall be delivered EXW on the date specified in the applicable
Purchase Order, except to the extent that WEX’s Purchase Order exceeds the Forecast Update
by greater than ten percent (10%), in which event, the delivery of quantities in excess of
ten percent (10%) of the Forecast Update
shall be made EXW in accordance with the provisions of Sections 5.4 and 7.3. In accordance
with EXW rules, title, possession, and risk of loss shall pass to WEX upon the Finished
Products being put at the disposal of WEX’s carrier at Sabex’s loading dock. Upon arrival
of the Finished Products to WEX’s designated facilities, WEX shall promptly inspect all
Finished Products in a reasonable manner. All costs associated with the shipment of the
Finished Products to WEX’s facilities will be supported by WEX.



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	7.2	 	Requirements at delivery







Prior to or concurrently with the delivery of the Finished Products at Sabex’s loading
dock, WEX shall be provided with a Certificate of Analysis.




	7.3	 	Delivery Date







Subject to the terms and conditions of this Agreement, Sabex shall ensure that all Finished
Products ordered pursuant to a valid Purchase Order which is in conformance with Section
5.3 above, are delivered on the scheduled delivery dates. Delivery of ninety percent (90%)
or more of any such Purchase Order shall be considered a complete order, provided that the
remaining quantities of any such Purchase Order are delivered within the thirty (30) day
period following the requested delivery date.




	7.4	 	Compliance of Finished Products







	 	7.4.1	 	WEX shall have the right to reject or revoke acceptance of any Finished
Products which are not as warranted in Section 10.2, at any time during
the period of twenty (20) days following the date of arrival of such
Finished Products to WEX’s facilities.

	 
	 	7.4.2	 	In the event WEX tests the Finished Products to determine whether the
Finished Products meet the Specifications and finds that the Finished
Products do not conform to the Specifications, WEX shall report any
adverse findings to Sabex within the twenty (20) day period following
delivery of the Finished Products to WEX’s facilities. All Finished
Products not meeting the Specifications and not capable of being
reworked into Finished Products meeting Specifications, shall be returned
to and disposed of by Sabex, after proof has been established that they
were handled and stored properly by WEX.

	 
	 	7.4.3	 	Sabex shall replace at WEX’s location any Finished Products which are
mutually determined not to meet Specifications. Such replacement
Finished Products shall conform to the Specifications and shall be at no
additional cost to WEX.

	 
	 	7.4.4	 	If the analysis or assay of a sample of the Finished Products performed
by or for WEX indicates that the batch of Finished Products does not
meet Specifications and Sabex’s analysis or assay of its sample from the
same batch indicates that the batch does meet Specifications, Sabex will
so advise WEX and a joint investigation will be conducted to determine
the cause of the failure.






	 	7.4.5	 	The party who was responsible for causing the product not to meet the
Specifications shall bear all risk of loss with respect thereto, including but not
limited to the cost of the joint investigation and any independent third party
testing of Finished Products as well as destruction costs.







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	8.	 	REGULATORY MATTERS AND DOCUMENTATION

	 
	8.1	 	Compliance with Specifications and Regulations







During the Term of this Agreement, Sabex shall, in the manufacturing of the Finished
Products, comply with the Specifications provided by WEX and with all applicable local,
provincial and federal laws and regulations, including the Act, the applicable cGMP and
any other relevant regulations promulgated by the HPFB.




	8.2	 	Reviewing of Specifications







During the Term of this Agreement, the parties may revise the Specifications only by mutual
written agreement. If a change or a modification to the Specifications becomes mandatory
pursuant to changes in the Act, or pursuant to any policy or policy changes of the HPFB,
then both parties shall work diligently in changing or modifying the Specifications in
accordance with said changes or modifications. In such an event, the Purchase Price shall
be adjusted accordingly if Sabex’s Net Manufacturing Costs are modified as a result of such
revision.




	8.3	 	Records of Operations







Sabex shall ensure that complete and accurate records of all operations in the manufacture
and supply of Finished Products under this Agreement are maintained pursuant to the
applicable regulations.




	8.4	 	Governmental Bodies and Other Inquiries







Upon being contacted by any Governmental Body in the Territory in connection with the
API’s, the Finished Products or any other matter which might reasonably be expected to
affect the rights or obligations of the other party under this Agreement, the party so
contacted shall immediately notify the other party. Each party, as appropriate, shall
respond to all inquiries regarding the API’s and Finished Products from Governmental
Bodies throughout the Territory and the parties shall provide one another with reasonable
assistance in this regard.




	9.	 	FIRST RIGHT OF REFUSAL TO ACQUIRE EXCLUSIVE LICENCE


	 
	9.1	 	GRANT







	 	9.1.1	 	In consideration for the manufacture and supply to WEX of Finished Products
for the conduct of the Clinical Trials, WEX hereby grants to Sabex a first right of
refusal (the “First Right of Refusal”) to acquire an exclusive license in the
Territory (the “Licence Agreement”), to all of WEX’s rights required to make, have
made, use, sell, have sold, offer for sale, market, and distribute each of the
Finished Products, in any injectable pharmaceutical formulation, once a NOC has been
obtained
from the HPFB for each of the Finished Products (the
“Commercialization Rights”).






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	 	9.1.2	 	The Commercialization Rights include all the rights necessary for the
manufacture, promotion, testing, marketing, distribution and sale, of the
Finished Products including, but not limited to, information, data,
formulae, inventions, patents or patent applications (a list of such patents
or patent applications existing as of the Effective Date is attached hereto
as Schedule “9.1.2”). improvements, manufacturing and medical
information, copyrights, know-how and trade secrets, whether protectable
or not as trade secrets, including copies of any standard operating
procedures that apply to the production, manufacturing and packaging of
the Finished Products, as well as the WEX’s current analytical test
methods and all other intellectual property rights related to the Finished
Products; it however being understood that (i) all research and Clinical
Trials for the Finished Products shall always be accomplished by WEX as
provided in this Agreement, (ii) WEX shall have complete control over
such research and clinical trials, and (iii) Sabex shall be granted access
to the results of such research and Clinical Trials as part of the
Commercialization Rights.

	 
	 	9.1.3	 	As part of the Licence Agreement, Sabex shall have the complete
exclusivity of the manufacture and sale of Finished Products in the
Territory. WEX will undertake in the Licence Agreement not to, directly or
indirectly, supply the Finished Products or the API’s to any other entity for
the manufacturing of Finished Products intended for sale in the Territory.

	 
	 	9.1.4	 	The term of this License Agreement shall be variable for each of the
Finished Products, and shall be the date upon which the last of the
licensed patent(s) claims covering the Commercialization Rights expires
for each of the Finished Products, whether by statute or otherwise (the
“Licence Term”) and the effective date shall also be variable for each of
the Finished Products, starting from the notice received from the HPFB
confirming the granting of the NOC for each of the Finished Products.
Each time such an approval from the HPFB has been received for one of
the Finished Products, it shall be added to the Licence Agreement.

	 
	 	9.1.5	 	It is understood that Sabex shall be free to manufacture and sell the
Finished Products in the Territory without any further restrictions or
payments after the expiration of the Licence Term, subject however to
Sabex exclusively purchasing its API’s from WEX, at a reasonable and
competitive price to be mutually agreed upon and subject to the payment
of a reasonable royalty to be agreed upon for use of WEX’s trade-marks
used in connection with each such Finished Products.







	9.2	 	EXERCISE







	 	9.2.1	 	Following a notice sent by WEX to Sabex advising it of the incoming grant
of a NOC for the first of the Products, according to the information reasonably
available to it, the parties will have three (3) months to negotiate in good faith
and fairness and in a diligent manner mutually acceptable and reasonable terms and
conditions for the Licence
Agreement, which are standard and competitive in the Canadian pharmaceutical
industry.






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	 	9.2.2	 	The Licence Agreement shall also include the licensing of the trademarks
owned by WEX for each of the Finished Product in consideration of the
payment by Sabex of either a royalty or profit sharing mechanism to be
agreed upon. The terms and conditions of such compensation will depend
on drug acceptability, market potential and market shares captured.

	 
	 	9.2.3	 	If the parties arrive to an agreement within this three (3) month period, it
shall be in writing and it shall be conditional upon the granting of the NOC
for this Finished Product within the following twelve (12) months. If such
NOC is not granted within this twelve (12) month period, the negotiated
agreement will be of no further force and effect and WEX shall have an
obligation to send a new notice to Sabex to negotiate the terms and
conditions for the Licence Agreement within a new three (3) month
period, before having the right to negotiate the Commercialization Rights
for the Territory with a third party.

	 
	 	9.2.4	 	This procedure shall apply for as long as the parties have not had a three
(3) month period to negotiate an agreement for the Commercialization
Rights in the Territory and that a NOC is not granted for any of the
Finished Products within the next twelve (12) months.

	 
	 	9.2.5	 	If no agreement can be arrived at during this three (3) month period to
negotiate the terms of the Licence Agreement, it is understood that WEX
will not be allowed to enter into an agreement of the same nature for the
Commercialization Rights in the Territory for any of the Finished
Products, with a third party making a bona fide offer (the
“Third Party
Offer”), before having notified and sent to Sabex on a confidential basis
as hereinafter provided a copy of such Third Party Offer, for any of the
Finished Products in order for Sabex to fully appreciate the extent and
consequences of such Third Party Offer on the manufacturing and
distribution of the Finished Products for the Territory.

	 
	 	9.2.6	 	Sabex shall then have twenty (20) days to decide if it shall exercise its
First Right of Refusal. Sabex agrees to sign and be bound by the terms of
a non-disclosure agreement, concurrently with the receipt of the Third
Party Offer, as may be reasonably necessary to maintain confidential the
information contained therein.

	 
	 	9.2.7	 	Should Sabex decide to avail itself of its First Right of Refusal, WEX shall
notify the third party offeror of its refusal of the Third Party Offer and
Sabex shall enter into the Licence Agreement with WEX on terms and
conditions not less favourable than those of the Third Party Offer. If
Sabex decides not to avail itself of its First Right of Refusal, WEX shall be
free to enter into an agreement on the exact terms of the Third Party Offer
with such third party offeror.

	 
	 	9.2.8	 	WEX shall then notify in writing Sabex, within the next ten (10) business
days of such event, of the conclusion or non conclusion of this agreement
with such third party offeror. If WEX does not enter into such an
agreement, the First Right of Refusal shall remain in effect for any new third
party bona fide offer WEX may receive thereafter and the procedure set out herein
shall apply mutatis mutandi.






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	9.3	 	Undertakings of WEX







	 	9.3.1	 	WEX undertakes to supply Sabex with all necessary API’s for the
manufacture and sale of Finished Products by Sabex for the term of the
Licence Agreement, at a set price, including an adjustment mechanism,
to be mutually agreed to by the parties in the Licence Agreement.

	 
	 	9.3.2	 	WEX undertakes not to distribute directly the Finished Products in the
Territory, thereby depriving Sabex of its First Right of Refusal to acquire a
license to the Commercialization Rights, should the parties fail to
negotiate acceptable terms and conditions for the Licence Agreement.
However, this restriction shall not be interpreted as to prevent WEX from
selling each of the Finished Products in the Territory under the Special
Access Programme of the HPFB or any equivalent program until the NOC
for such Finished Product is obtained or definitively refused.







	9.4	 	Undertakings of Sabex







Subject to Subsection 3.1.1 and to Section 4.1, Sabex undertakes to continue to supply the
Finished Products to WEX for a reasonable interim period of time to be negotiated in good
faith, but to be not less than three (3) months and not to exceed six (6) months, if the
parties can not agree on acceptable terms and conditions for the Licence Agreement
pursuant to this article 9. These Finished Products to be supplied during the
above-mentioned interim period will be invoiced to WEX at Sabex’s Net Manufacturing Costs
multiplied by 2.5.




	10.	 	REPRESENTATIONS AND WARRANTIES OF SABEX







Sabex hereby represents and warrants as follows and hereby acknowledges and confirms that
WEX is relying on such representations and warranties in connection with the manufacture
of the Finished Products:




	10.1	 	Corporate Existence







Sabex is a company duly organized, validly existing and in good standing under the laws of
Canada, has the corporate power to own its properties and carry on its business as the
business is now being conducted.




	10.2	 	Warranties of Sabex Regarding the Finished Products







Sabex warrants that the Finished Products shall (i) at time of delivery to WEX’s carrier,
conform to the Specifications, and (ii) not be adulterated or misbranded within the
meaning of the Act.




	10.3	 	Execution and Delivery of Agreement







The execution and delivery of this Agreement by Sabex and the observance and performance
of the terms and provisions of this Agreement on the part of Sabex
to be observed and performed have been duly authorized and do not constitute a violation
of applicable laws or a violation or a breach of Sabex’s charter documents or by-laws.



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	10.4	 	Veracity of Representations and Warranties







No representation or warranty contained in this Article 10 and no statement contained in
any schedule, list, or other disclosure document provided or to be provided to WEX
pursuant hereto, or in connection with the transactions contemplated hereby, contains or
will contain any untrue statement of a material fact, or omits or will omit to state any
material fact which is necessary in order to make the statements contained therein not
misleading.




	10.5	 	Limitation of Representations or Warranties







EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SABEX MAKES NO REPRESENTATIONS
AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IN ALL CASES
SABEX SHALL NOT INCUR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL LIABILITIES OF
ANY KIND, INCLUDING WITHOUT LIMITATION, LOST BUSINESS, LOST SAVINGS AND LOST PROFITS,
REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT OR OTHERWISE, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH LIABILITIES.




	11.	 	REPRESENTATIONS AND WARRANTIES OF WEX

	 
	 	 	WEX hereby represents and warrants as follows and hereby acknowledges and confirms that
Sabex is relying on such representations and warranties in connection with the purchase by
it of the Finished Products:

	 
	11.1	 	Corporate Existence

	 
	 	 	WEX is a company duly organized, validly existing and in good standing under the laws of
Canada, has the corporate power to own its properties and carry on its business as the
business is now being conducted.

	 
	11.2	 	Execution and Delivery of Agreement

	 
	 	 	The execution and delivery of this Agreement by WEX and the observance and performance of
the terms and provisions of this Agreement on the part of WEX to be observed and performed
have been duly authorized and do not constitute a violation of applicable laws or a
violation or a breach of WEX’s charter documents or by-laws or any provision of any
contract or other instrument to which WEX is a party or by which it is bound, or any
order, writ, injunction, decree, statute, rule, by-law or regulation applicable to it, nor
do they constitute a default (or would with the passage of time or the giving of notice or
both, or otherwise, constitute a default) under any contract, agreement or instrument to
which WEX is a party or by which WEX is bound; WEX is not a party to or bound by any
mortgage, lien, deed of trust, or any material lease, agreement or instrument, or any
order, judgment or decree which would require the consent of
another to the execution of this Agreement or prohibit or require the consent of another to
fully give effect to any of the transactions referred to in or contemplated by this
Agreement.






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	11.3	 	Compliance with applicable laws in the Research Area

	 
	 	 	In the conduct of the Clinical Trials, WEX shall be solely responsible for complying with
all laws and regulations applicable in the Research Area including, without limitation,
laws and regulations relating to the importation of the Finished Products.

	 
	11.4	 	Ownership of Commercialization Rights

	 
	 	 	WEX represents and warrants that it is the owner of record of the Commercialization Rights
and it has the right to apply for patents that are part of the Commercialization Rights.

	 
	11.5	 	No Litigation







	 	11.5.1	 	There are no suits, actions or legal, administrative, arbitration or other
proceedings or governmental investigations affecting WEX or the right of
WEX to manufacture, sell or use the API’s or grant a licence to the
Commercialization Rights and no such suits, actions or legal,
administrative, arbitration or other proceedings or governmental
investigations affecting the ownership of the API’s, the right to sell the
API’s or the grant of a licence to the Commercialization Rights have been
served on WEX.

	 
	 	11.5.2	 	WEX is not subject to any liability, claim, or threatened claim, accrued,
contingent or otherwise by any person under any law, rule, regulation or
order of any Governmental Body, which could likely adversely affect the
supply of the API’s to Sabex including, without limitation, any third party
personal liability claims, environmental damage or order for remediation
or non compliance with any environmental laws with respect to the
production of the API’s.







	11.6	 	No Infringement of Third Parties Intellectual Property Rights







WEX represents and warrants that, to the best of its knowledge, (i) the production,
manufacture and sale of the API’s to Sabex, (ii) the grant to Sabex of a licence to the
Commercialization Rights, and (iii) the use by Sabex of the Know-How, the API’s and the
Commercialization Rights to manufacture and sell Finished Products in the Territory, do
not infringe third party’s intellectual property rights in the Territory. For the purpose
of this Section 11.6, the reference to
“the best knowledge
of WEX” shall be
deemed to mean the actual knowledge of WEX, after having made due and diligent inquiry as
it considers necessary as to the matter that is the subject of the representations and
warranties contained in
this Section 11.6.




WEX confirms that it has not received any notice, complaint, threat or claim alleging
infringement of any patent rights, Know-How, trade-mark, trade name, copyright, industrial
design, trade secret or other intellectual property rights of
any other person and its activities relating to the API’s and the Finished Products do not
include any activity which may constitute passing off.



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	11.7	 	Veracity of Representations and Warranties







No representation or warranty contained in this Article 11 and no statement contained in
any schedule, list, or other disclosure document provided or to be provided to Sabex
pursuant hereto, or in connection with the transactions contemplated hereby, contains or
will contain any untrue statement of a material fact, or omits or will omit to state any
material fact which is necessary in order to make the statements contained therein not
misleading.




	12.	 	INDEMNIFICATION

	 
	12.1	 	Indemnification by Sabex







	 	12.1.1	 	Sabex shall, at its expense, defend any action or claim instituted against WEX or
its Affiliates and indemnify and hold harmless WEX and its Affiliates, together with
their respective officers, directors, employees, agents, and insurers for any Loss
arising out of Sabex’s breach of (i) its warranties or (ii) Sabex’s covenants each as
set forth in this Agreement.







	 	12.1.2	 	In such event, WEX shall not settle any such claim without the prior written consent
of Sabex, which consent shall not be unreasonably withheld or delayed, and Sabex shall
have the right, if it so wishes, to conduct negotiations to settle or to conduct any
litigation arising out of any such claim, at its expense. WEX shall provide prompt
and written notice of any claim to Sabex and WEX shall cooperate in the defense of the
claim.







	12.2	 	Indemnification by WEX







	 	12.2.1	 	WEX shall, at its expense, defend any action or claim instituted against Sabex or
its Affiliates and indemnify and hold harmless Sabex and its Affiliates, together with
their respective officers, directors, employees, agents, and insurers for any Loss
arising out of WEX’s breach of (i) its warranties or (ii) WEX’s covenants each as set
forth in this Agreement.







	 	12.2.2	 	In such event, Sabex shall not settle any such claim without the prior written
consent of WEX, which consent shall not be unreasonably withheld or delayed, and WEX
shall have the right, if it so wishes, to conduct negotiations to settle or to conduct
any litigation arising out of any such claim at its expense. Sabex shall provide
prompt and written notice of any claim to WEX and Sabex shall cooperate in the defense
of the claim.







	12.3	 	Insurance







Sabex and WEX shall maintain insurance policies covering their respective obligations
under this Article 12 issued by reputable insurance companies under
ordinary terms and conditions in the pharmaceutical industry and will prove the existence
thereof to the other party if so requested.



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	13.	 	FORCE MAJEURE

	 
	13.1	 	Event of Force Majeure







	 	13.1.1	 	“Event of Force Majeure” means any event or circumstance occurring after the
Effective Date which was beyond the reasonable control of the party invoking such
event or circumstance (including fire, flood, earthquake, elements of nature or
acts of God, acts of war, terrorism, riots, civil disorders, rebellions, power
outages, strikes or lockouts, or acts of a Regulatory Agency) and which event or
circumstance was either (i) unforeseeable, or (ii) foreseeable, but could not have
been avoided, prevented or overcome through the exercise of reasonable diligence.
“Event of Force Majeure” does not include (i) any event or circumstance which was
caused by the negligence or willful act outside the scope of the duties and
obligations under this Agreement of the party invoking an Event of Force Majeure or
the employees or agents of such party, and (ii) financial inability to perform or
changes in market conditions.







	 	13.1.2	 	A party shall be excused from its failure to perform any of its obligations
hereunder if such party is unable to perform such obligation by reason of an Event of
Force Majeure.







	 	13.1.3	 	If a party wishes to invoke an Event of Force Majeure, such party shall:







	 	13.1.3.1	 	immediately notify the other party of (i) the occurrence of such Event of
Force Majeure, (ii) the estimated date on which the Event of Force Majeure
began, and (iii) the nature of the Event of Force Majeure;







	 	13.1.3.2	 	not be entitled to suspend performance under this Agreement of any greater
scope or longer duration than is required by the Event of Force Majeure;







	 	13.1.3.3	 	use all commercially reasonable efforts to (i) mitigate the effects of the
Event of Force Majeure (including through the reasonable use of alternate
sources, work-around plans or other means), (ii) cure its inability to
perform, (iii) resume full performance hereunder as soon as practicable, and
(iv) keep the other party apprised of such efforts on a continuous basis; and







	 	13.1.3.4	 	as soon as reasonably practicable, submit to the other party evidence of
the Event of Force Majeure.







	 	13.1.4	 	The party invoking an Event of Force Majeure shall:







	 	13.1.4.1	 	forthwith after the termination of the Event of Force Majeure notify
the other party of such termination; and

	 
	 	13.1.4.2	 	as soon as practicable after the termination of the Event
of Force Majeure resume performance of the obligations affected by
such Event of Force Majeure and notify the other party of such
resumption.






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	14.	 	CONFIDENTIALITY







	14.1	 	Confidentiality of information







	 	14.1.1	 	Sabex shall not, as long as the Licence Agreement referred to in Subsection 9.1.1
shall not have been entered into by and between Sabex and WEX, without the consent of
WEX, directly or indirectly communicate or disclose to any person any confidential
knowledge or information howsoever acquired including, without limitation, information
received relating to or concerning the Clinical Trials, customers, API’s, Finished
Products, technology, Know-How, intellectual property rights, systems, operations or
other confidential information regarding WEX’s business or that of any of its
Affiliates (“WEX Confidential Information”), nor shall it use or make
available any such WEX Confidential Information directly or indirectly in connection
with any business or activity in which it is or proposes to be involved, or in
connection with the solicitation or acceptance of employment with any person. WEX
undertakes to do likewise with respect to any confidential knowledge or information
howsoever acquired or other confidential information regarding Sabex’s business or
that of any of its Affiliates (the
“Sabex Confidential Information”). For the
purposes of this article, shall be excluded from the obligations of confidentiality
and non-disclosure hereunder the WEX Confidential Information ant the Sabex
Confidential Information (collectively the “Confidential Information”) which
the recipient thereof demonstrates:







	 	14.1.1.1	 	is a part of the public domain through no act or omission of such party or
its officers, employees, agents, advisor or other representatives;







	 	14.1.1.2	 	was lawfully within its possession prior to its receipt thereof from the
disclosing party;







	 	14.1.1.3	 	was received in good faith by the receiving party from a third party, who
was lawfully in possession of, and had the right to disclose, the same; or







	 	14.1.1.4	 	is information which such party is required by law to disclose, provided
that such party first notifies the other party that it believes it is required
to disclose such information and it allows the other party a reasonable period
of time to contest the disclosure of such information.







	 	14.1.2	 	The obligations of this Agreement regarding Confidential Information shall survive
expiry or termination of this Agreement for as long as they remain confidential.






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	15.	 	NOTICES







All notices in connection with this Agreement shall be in writing and either hand-delivered,
mailed by registered or certified mail, postage prepaid or sent by telecopier (with
confirmation notices sent as described below). Any such notice shall be deemed to have been
received on the date of the hand-delivery, if delivered by hand, on the fifth
(5th) business day following the date of mailing if sent by registered or
certified mail or on the date shown on the telecopier report slip if sent by telecopier. The
parties respective addresses for the purpose of receiving such notices are as follows:



	 	 	 	 	 	 	 
	 

	 	If to Sabex:
	 	SABEX 2002 INC.	 	 
	 

	 	 	 	145 Jules-Léger Street,	 	 
	 

	 	 	 	Boucherville, Quebec,	 	 
	 

	 	 	 	Canada	 	 
	 

	 	 	 	J4B 7K8	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Attention of:
	 	President
	 

	 	 	 	Facsimile number:
	 	450.641.8615 
	 
	 	 	 	 	 	 
	 

	 	 	 	With a copy to:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	LÉGER ROBIC RICHARD	 	 
	 

	 	 	 	55 St. Jacques	 	 
	 

	 	 	 	Montreal, Quebec, Canada	 	 
	 

	 	 	 	H2Y 3X2	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Attention of:
	 	Georges T. Robic
	 

	 	 	 	Facsimile number:
	 	514.845.7874 
	 
	 	 	 	 	 	 
	 

	 	If to WEX:
	 	INTERNATIONAL WEX TECHNOLOGIES INC.	 	 
	 

	 	 	 	777 Hornby Street	 	 
	 

	 	 	 	Suite 2000	 	 
	 

	 	 	 	Vancouver, British	 	 
	 

	 	 	 	Columbia, Canada V6Z 1S4	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Attention of:
	 	President
	 

	 	 	 	Facsimile number:
	 	604.683.8868 
	 
	 	 	 	 	 	 
	 

	 	 	 	With a copy to:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	FASKEN MARTINEAU DuMOULIN LLP	 	 
	 

	 	 	 	Suite 3400	 	 
	 

	 	 	 	800 Place Victoria	 	 
	 

	 	 	 	Montreal, Quebec, Canada	 	 
	 

	 	 	 	H4Z 1E9	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Attention of:
	 	Paul Marcotte
	 

	 	 	 	Facsimile number:
	 	514.397.7600 






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Either party may, at any time, give notice of any change of address to the other and the
address specified therein shall be such party’s address for the purpose of receiving
notices.




	16.	 	ARBITRATION







Any dispute, controversy or claim arising out of or relating to this Agreement, the
breach, termination or invalidity thereof, shall be finally settled by arbitration under
the auspices of the Quebec National and International Commercial Arbitration Centre, by
means of an arbitration and to the exclusion of courts of law, in accordance with its
General Commercial Arbitration Rules in force at the time the Agreement is signed, by the
decision of a single arbitrator who’s decision shall be final and binding and which can
not be appealed. The arbitration will take place in Montreal (Quebec). This arbitration
procedure shall however not apply to patent infringement disputes or other related
intellectual property matters, if any.




	17.	 	GENERAL PROVISIONS

	 
	17.1	 	Assignability







Neither this Agreement nor any rights or obligations hereunder are assignable by a party
without the prior written consent of the other party, which consent shall not be
unreasonably withheld or delayed; provided, however that either party may assign this
Agreement and the rights and obligations hereunder to any third party who purchases or
otherwise acquires all or substantially all of that party’s assets or shares, except to the
extent that the third party which purchases or otherwise acquires all or substantially all
of such assets or shares shall not be a competitor of the other party with respect to the
Finished Products. In the event of such an assignment by a party, it shall remain primarily
(and not secondarily or derivatively) liable for the full and timely performance by such
assignee of all of its obligations hereunder for the Term.




	17.2	 	Independent Contractors







It is not the intent of the parties to create a partnership or a joint venture or to
assume partnership liability or responsibility. To the contrary, it is the intent of the
parties that the obligations of the parties shall be limited to the obligations of each
set out in this Agreement and the rights and obligations of the parties shall be several
and not joint.




	17.3	 	Waiver







Neither the failure nor any delay on the part of either party hereto in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, or of any other right,
power or remedy or preclude any further or other exercise thereof, or the exercise of any
other right, power or remedy.




	17.4	 	Binding Effect







This Agreement shall be binding upon and shall inure to the exclusive benefit of the
respective parties, their legal representatives, successors, or permitted
assigns. This Agreement is not intended to, nor shall it create any right in favour of any
other party.



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- 22 -









 






	17.5	 	Validity







The invalidity or un-enforceability of any particular provision of this Agreement shall
not affect any other provisions hereof, and this Agreement shall be construed in all other
respect as if such invalid and unenforceable provisions were omitted.




	17.6	 	Counterparts







This Agreement may be signed in any number of counterparts, each of which shall be deemed
to be an original and all of which together shall constitute but one and the same
instrument.




	17.7	 	Entire Agreement







This Agreement contains the entire agreement between the parties hereto with respect to the
supply of Finished Products to WEX by Sabex and supersedes any prior agreement entered into
by and between the parties, including the letter of intent from Sabex dated October 28,
2003 and accepted by WEX on November 10, 2003, which shall be of no further force and
effect. This Agreement shall not be modified or amended except by an instrument in writing
signed by the parties hereto. Any Purchase Order used by WEX for the purpose of ordering
Finished Products shall be solely for the purpose of specifying the type and quantity of
Finished Products so ordered and WEX delivery requirements and shall not otherwise modify
the rights and obligations of the parties hereunder.




	17.8	 	Survival







	 	17.8.1	 	The provisions contained in Articles and Sections 1, 2, 4.3, 6, 8.3, 9, 12, 14, 15,
16 and 17, as well as any other provisions which, by their terms, are stated or
required to survive termination or expiration of this Agreement shall survive
expiration or termination of this Agreement and remain in force until discharged in
full. In addition, any other provisions required to interpret and enforce the parties’
rights and obligations or to wind up their outstanding obligations under this
Agreement shall survive to the extent required.







	 	17.8.2	 	However, it is agreed by the parties that the Right of First Refusal granted to
Sabex pursuant to Article 9, including WEX’s obligation pursuant to Subsection 9.2.5
and undertaking pursuant to Subsection 9.3.2 shall survive the expiration of this
Agreement as well as the termination of this Agreement provided that such termination
is not caused by Sabex’s default.






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- 23 -









 






	17.9	 	Public Disclosure







Neither party shall disclose to any third party or originate any publicity, news release
or public announcement, written or oral, whether to the public or the press, or otherwise,
referring to the terms of this Agreement, including its existence, the subject matter to which it relates, the performance under it or any of its
specific terms or conditions, except by such announcements as are:




	 	17.9.1	 	mutually agreed upon by the parties in writing; or

	 
	 	17.9.2	 	in the reasonable opinion of legal counsel for the party making such announcements
are required by law. If a party believes a public announcement to be required by law
with respect to this Agreement, it will give the other party such notice as is
reasonably practicable and an opportunity to comment upon the announcement.







	17.10	 	Further Assurances







Each Party agrees to duly execute and deliver, or cause to be duly executed and delivered,
such further instruments and to do and cause to be done such further acts and things,
including, without limitation, the filing of such additional assignments, agreements,
documents and instruments that may be necessary or as the other party may at any time
reasonably request in connection with this Agreement or to carry out more effectively the
provisions or purposes of, or to better assure and confirm unto such other party its rights
and remedies under, this Agreement. Each party agrees to cause each of its employees and
agents to take all actions and to execute, acknowledge and deliver all instruments or
agreements reasonably requested by the other party and necessary for the perfection,
maintenance, enforcement or defence of that party’s rights under this Agreement.




	17.11	 	Cost and Expenses of Transaction







Except as otherwise provided herein, each party shall pay its own expenses incurred in
connection with the authorization, preparation, execution and performance of this
Agreement, including, without limitation, all fees and expenses of its legal counsels,
employees, agents and representatives.




	17.12	 	English language







The Parties hereto confirm that it is their wish that this Agreement be drawn up in
English only. Les Parties aux présentes confirment leur volonté que cette convention soit
rédigée en anglais seulement.



[Remainder of this page intentionally left blank. The next page is the signature page.]




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- 24 -









 





Signature page 1 of 1




SIGNATURES



IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on
its behalf by a duly authorised representative all as of the date first written
above.



Signed in                      this                      day of March 2004.



	 	 	 	 	 
	(WEX) 	INTERNATIONAL WEX TECHNOLOGIES INC.

 	 
	 	Per:  	/s/ “Frank Shum”
 	 
	 	 	Name:  	Mr. Frank Shum 	 
	 	 	Title:  	Chief Executive Officer and Chairman 	 



	 	 	 	 	 
	Signed in

	 	[ILLEGIBLE]
 

QC.
	 	this 17 day of March 2004. 








	 	 	 	 	 
	(Sabex) 	SABEX 2002 INC.

 	 
	 	Per:  	/s/ “Pierre Frechette”
 	 
	 	 	Name:  	Mr. Pierre Frechette 	 
	 	 	Title:  	President and Chief Operating Officer 	 



(Signatures end)




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SCHEDULE 1.1.26




SABEX’S NET MANUFACTURING COSTS




(SEE ATTACHED)




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Schedule 1.1.26




The computation of “Net Manufacturing Costs” shall include:



The cost of raw materials.



Historical (pat year) scrap of raw materials, WIP, and finished goods (exclusive of extraordinary
losses). Scrap should be costed at the level of the cost bill when and where scrapped.



Department specific manufacturing overhead allocations, including, but not limited to, utilities,
indirect manufacturing materials and supplies, supervision, plant management, maintenance, taxes
(excluding income taxes) and insurance; consistent with allocation methods used historically by
Sabex within the production facility.



Depreciation, which shall fairly reflect on a pro rata basis, the use of assets used for
manufacturing Sabex products.



Direct labour costs attributable to the manufacture of the Sabex Products, plus engineering and
other technical assistance required for production support.



Overhead allocations from involved service areas, including quality assurance, inventory storage
and other services required to be performed hereunder in connection with the manufacturing of
Sabex Products (including any mutually agreed upon services performed outside the manufacturing
location); consistent with allocation methods used with all other products within the production
facility.



Freight, taxes and import duties on raw materials payable by Sabex, if applicable; consistent with
allocation methods used with all other products within the production facility.



Actual costs incurred for engineering services, permitting, equipment or otherwise in connection
with compliance with environmental laws as a result of the manufacture of Sabex products;
consistent with allocation methods used with all other products within the production facility.



All other direct costs attributable to the manufacture of the Sabex products, incurred by Sabex as
a result of changes in GMP requirements and other applicable laws, contemplated manufacturing
methods or other conditions affecting the manufacture of the Sabex products, consistent with
allocation methods used with all other products within the production facility.





 


 









 





SCHEDULE 1.1.36




SPECIFICATIONS




(SEE ATTACHED)




[TO BE PROVIDED BY WEX]



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	PRODUIT:

	 	TETRODOTOXIN
	 	CODE: 1002596
	PRODUCT:
	 	 	 	 
	 
	 	 	 	 
	FABRICANT:

	 	Nanning Maple Leaf Pharmaceutical Co. Ltd.
	 	PAGE: 1 de 1
	MANUFACTURER:

	 	 	 	PAGE: 1 of 1
	 
	 	 	 	 
	Vérifié par

	 	Chantel [ILLEGIBLE] 04-01-20
	 	Émission: 2004-01-20
	Verified by

	 	 

	 	 Issue
date
	 
	 	 	 	 
	Approuvé par

	 	Boureet 04-01-21
	 	Mise en vignenr:
	Approved by

	 	 

	 	 Effective
date
	 
	 	 	 	 
	Approuvé par

	 	[ILLEGIBLE] 04-01-21
	 	Révision:
	Approved by

	 	 

International Wex Technologies Inc.
	 	 Revised






SPÉCIFICATIONS: MATIÉRE PREMIÉRE

SPECIFICATION: ACTIVE PHARMACEUTICAL INGREDIENT




DESCRIPTION: Pondre blanche à blanc-cassé.

DESCRIPTION: Write to off-white powder.



	 	 	 	 	 
	TEST	 	MÉTHODE	 	SPÉCIFICATIONS
	(TEST)	 	(TEST METHOD)	 	(SPECIFICATION)
	 
	 	 	 	 
	Description

	 	Visualle
	 	Conforme
	 

	 	Visual
	 	Conforms
	 
	 	 	 	 
	Solubilité 


Solubility

	 	Sodexen 776
	 	Soluble dans l’ acide acétique dilué

Soluble in dilute acetic acid

Insoluble dans l’ eau et dans l’ éthanol anhydre

Insoluble in water, [ILLEGIBLE]

Soluble avec décomposition dans HCL et NaOH

Soluble and decomposible in HCL and NaOH
	 
	 	 	 	 
	Identification

	 	USP <197>
	 	Spectre IR conforme au standard
	 

	 	(IR — QC-004 Naming)
	 	IR spectrum conforms to standard
	 
	 	 	 	 
	 

	 	Sedexen 773
(HPLC)
	 	R[ILLEGIBLE] dn pic principal conforme an standard
	 

	 	 
	 	R[ILLEGIBLE] of major peak conforme to standard
	 
	 	 	 	 
	Transmittance

	 	Sodexen 774
	 	> 98,0%
	Transmittancy

	 	(UV)
	 	> 98.0%
	 
	 	 	 	 
	[ILLEGIBLE] de la solution

	 	Sodexen 774
	 	Libre de toute substance visuelie
	Clarity of solution

	 	 	 	[ILLEGIBLE] of visual śubstance
	 
	 	 	 	 
	Perte au séchage

	 	USP [ILLEGIBLE]
	 	< 3,0%
	Loss on  drying

	 	(QC-007 Naming)
	 	< 3.0%
	 
	 	 	 	 
	Substances apparentées

	 	Sodexen 773
	 	< 3.0% (total)
	Released [ILLEGIBLE]

	 	(HPLC)
	 	< 3.0% (total)
	 
	 	 	 	 
	     Impuretés [ILLEGIBLE]

	 	Sodexen 773
	 	Anhydro-TTX ; < 1%
	     Known [ILLEGIBLE]

	 	(HPLC)
	 	Anhydro-TTX ; < 1%
	 
	 	 	 	 
	Dosage

	 	Sodexen 773
	 	> 96,0% (tel quel)
	[ILLEGIBLE]

	 	(HPLC)
	 	>96.0% (as is)






 


 









 





SCHEDULE 5.1




INITIAL FORECAST




[INITIAL 12 MONTH FORECAST TO BE PROVIDED BY WEX]



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	Initial 12 month forecast:

	 	10,000 ampoules
	 
	 	 
	 

	 	Based on 1st one batch of 5,000 ampoules
	 
	 	 
	 

	 	Plus 2nd batch of 5,000 ampoules to be
ordered at a later date with 2 months lead time.








 


 









 





SCHEDULE 9.1.2




PATENTS OR PATENT APPLICATIONS




(SEE ATTACHED)




[TO BE PROVIDED BY WEX]



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LIST OF PATENT APPLICATIONS ABOUT TETRODOTOXIN




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	China Filing	 	China Filing	 	US Filing	 	US Filing
	No.	 	DESCRIPTION	 	INVENTORS	 	PATENTEE	 	No.	 	Date	 	No.	 	Date
	1	 	TTX Extraction Method
	 	Zhou et al.	 	Wex Medical	 	00124516.3	 	09/18/2000	 	09/695,711	 	10/25/2000
	2	 	Systemic Analgesia by TTX
	 	Dong et al.	 	Wex Medical	 	00124517.1	 	09/18/2000	 	09/695,053	 	10/25/2000
	3	 	Local Analgesia by TTX
	 	Ku et al.	 	Wex Medical	 	00124518.X	 	09/18/2000	 	09/702,826	 	11/01/2000
	4	 	TTX Extraction System
	 	Zhou et al.	 	MLP	 	00132674.0	 	11/22/2000	 	09/818,775	 	03/28/2001
	5	 	TTX Purification Method
	 	Zhou et al.	 	MLP	 	00132673.2	 	11/22/2000	 	09/818,863	 	03/28/2001
	6	 	TTX Formulation for Analgesia,
Anesthesia and Drug Addiction Treatment
	 	Kang et al.	 	MLP	 	00132672.4	 	11/22/2000	 	09/819,796	 	03/29/2001
	7	 	Anh-TTX Extraction Method
	 	Lu et al.	 	MLP	 	00136693.9	 	12/29/2000	 	10/022,521	 	12/20/2001
	8	 	Local Analgesia by TTX
	 	Liu et al.	 	Wex Medical	 	01110498.8	 	04/25/2001	 	10/006,122	 	12/10/2001
	9	 	Synergistic Analgesia by TTX and Morphine
	 	KU et al	 	Wex Medical	 	01118089.6	 	05/18/2001	 	10/062,483	 	02/05/2002
	10	 	Synergistic Analgesia by TTX and Aspirin
	 	KU et al	 	Wex Medical	 	01115990.1	 	06/22/2001	 	 	 	WIP/WEX
	11	 	Powder for injection
	 	Zhang et al	 	MLP	 	03146020.8	 	07/14/2003	 	 	 	 
	12	 	Drug Dependence Treatment	 	Pan et al.	 	MLP	 	China Patent
No. ZL 95 1

90556.2

01/22/2000	 	US Patent No. 5,846,975

12/081998
	13	 	Correlative analysis in
multi-domain processing
of cardiac signals	 	Shen et al	 	Wex
Medical	 	China Patent No.
S7D001

03/30/1987	 	US Patent No.
5,029,082

07/02/1991






As of January 2004