exv10w10



 








Exhibit 10.10




MANUFACTURING TECHNOLOGY ESCROW AGREEMENT




          This Agreement dated as of May 8, 2001




     AMONG:



	 	 	 	 	 
	 

	 	SMITH & NEPHEW INC.,	 	 
	 

	 	SMITH & NEPHEW, INC., and	 	 
	 

	 	T.J. SMITH & NEPHEW LIMITED	 	 
	 

	 	(collectively, the “User”)	 	 
	 

	 	 	 	OF THE FIRST PART
	 
	 	 	 	 
	 

	 	-and -	 	 
	 
	 	 	 	 
	 

	 	WESTAIM BIOMEDICAL CORP., and	 	 
	 

	 	WESTAIM BIOMEDICAL INC.,	 	 
	 

	 	(collectively, the “Developer”)	 	 
	 

	 	 	 	OF THE SECOND PART
	 
	 	 	 	 
	 

	 	- and -	 	 
	 
	 	 	 	 
	 

	 	MONTREAL TRUST COMPANY OF CANADA,	 	 
	 

	 	a trust company incorporated under	 	 
	 

	 	the laws of Canada (the “Escrow Agent”)	 	 
	 

	 	 	 	OF THE THIRD PART






WHEREAS:





	A.	 	The Developer has developed and is continuing to develop and enhance certain unpatented
proprietary technology and know-how relating to the manufacture of the Products (as defined
herein) (the “Manufacturing Technology”), the manufacture and supply (exclusively within the
Field (as defined herein)) and use of such Products having been contracted by the Developer
to
the User pursuant to the terms and conditions of a supply agreement of even date herewith
(the
“Supply Agreement”), a copy of which is attached as Schedule “A” hereto;
	 
	B.	 	The Manufacturing Technology is evidenced by certain present and future documentation and
manuals which set out and describe all manufacturing processes and procedures comprising the
Manufacturing Technology in respect of each Product, whether stored on written, magnetic or
optical media, which shall be complete and accurate and sufficient to permit a person
reasonably
skilled in the art to be able to implement the manufacturing of the Products with the
Equipment,
as the same may be modified, supplemented or amended from time to
time (the “Manuals”); and
	 
	C.	 	The Developer has agreed with the User to deposit the Manuals relating to the Manufacturing
Technology with the Escrow Agent to be held as hereinafter set forth.




NOW THEREFORE in consideration of the mutual covenants and promises contained herein, the parties
hereto agree as follows:
















 



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	1.	 	Definitions
	 
	 	 	In this Agreement, terms and expressions defined in the descriptions of the parties, in the
recitals or the body hereof shall have those meanings herein, and:






	 	(a)	 	“Agreement” means this escrow agreement together with all Schedules attached hereto;
	 
	 	(b)	 	“Equipment” has the meaning ascribed thereto in the Supply Agreement;
	 
	 	(c)	 	“Event of Default” has the meaning ascribed thereto in the Security Trust Agreement;
	 
	 	(d)	 	“Release Event” means any event entitling the User to practice its
Manufacturing
License as contemplated under the Supply Agreement or any Event of Default;
	 
	 	(e)	 	“Escrowed Materials” means the Manuals relating to the Manufacturing
Technology,
and all related documentation and records, in whatsoever form, including all
corrections,
modifications, enhancements and improvements from time to time made by the
Developer and deposited with the Escrow Agent as Revisions;
	 
	 	(f)	 	“Field” has the meaning ascribed thereto in the Supply Agreement;
	 
	 	(g)	 	“License and Development Agreement” has the meaning ascribed thereto in the
Supply
Agreement;
	 
	 	(h)	 	“Manufacturing License” has the meaning ascribed thereto in the Supply Agreement;
	 
	 	(i)	 	“Products” has the meaning ascribed thereto in the Supply Agreement;
	 
	 	(j)	 	“Revisions ” means any corrections, revisions, updates or enhancements made
by the Developer to the Manufacturing Technology or the Manuals from time to time;
and
	 
	 	(k)	 	“Security Trust Agreement” means the Security Trust Agreement dated as of May
8, 2001 between Westaim Biomedical Corp. and Montreal Trust Company of Canada, as
security trustee.






	2.	 	License and Deposit of Escrowed Materials
	 
	2.1	 	The Developer hereby grants to the User a license to use the Escrowed Materials, as and when
the
same are released from escrow pursuant to Section 4.1 of this Agreement, for the sole purpose of
enabling the User to make or have made such Products for sale by the User under the terms and
conditions of a License and Development Agreement of even date herewith between the
Developer and the User; provided that the User shall not be entitled to, and the User covenants
that it will not, dispose of any interest in the Escrowed Materials to any person without first
having obtained the prior written consent of the Developer. For that purpose, any consent given
by the Developer under the Supply Agreement shall be deemed to be consent given by the
Developer under this Agreement.
	 
	2.2	 	Within ten (10) business days of the execution of this Agreement by all parties, the Developer
shall deposit the Escrowed Materials with the Escrow Agent to be held by the Escrow Agent in
trust for the benefit of the User pursuant to the terms of this Agreement. Concurrent with the

















 



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	 	 	making of such deposit, the Developer shall deliver to the User a certificate of an
officer who by his or her position will have knowledge stating that copies of all Manuals
relating to the Manufacturing Technology in its possession or control have been deposited
with the Escrow Agent as Escrowed Materials and that the Escrowed Materials are complete
and accurate and sufficient to permit a person reasonably skilled in the art to be able to
implement the manufacture of the Products with the Equipment. The Developer shall deliver a
certificate of an officer who by his or her position will have knowledge to the User
annually upon the anniversary of this Agreement becoming effective restating the same.
	 
	2.3	 	In the event the Developer makes any Revisions to the Manufacturing Technology or the
Manuals, the Developer shall promptly, and in any event, within thirty (30) business days of
the
release to any of its customers of each of such Revisions, deposit with the Escrow Agent
documentary materials evidencing such Revisions, and the Developer shall concurrently
provide
notice of same to the User together with an updated certification as contemplated by Section
2.2.
	 
	2.4	 	Promptly upon its receipt of any Escrowed Materials, the Escrow Agent shall place the
Escrowed
Materials so deposited in document envelopes, sealed and initialed, which envelopes will then be
placed in dual custody in a fireproof chest in the hands of the Escrow Agent’s security custodians
in its Administration Department. The Escrow Agent shall notify the User and the Developer of
the location of such facility and shall thereafter notify the User and the Developer in writing prior
to any change in such location. The Escrow Agent has no duty to exercise in the custody and care
of the Escrowed Materials a higher standard than that required for other contents of the vault or
safety deposit box or other place of safekeeping chosen by the Escrow Agent for the storage of
the Escrowed Materials, and shall not be responsible for any deterioration of the Escrowed
Materials through the lack of controlled environmental conditions for storage, shelf life of the
media used or any other deterioration of its quality, or unless such deterioration results from the
gross negligence or willful misconduct of the Escrow Agent.
	 
	2.5	 	The Escrow Agent shall acknowledge its receipt of each deposit of Escrowed Materials by
confirmation in writing to each of the User and the Developer within fourteen (14) days of
each
such deposit.
	 
	2.6	 	The Developer will replace any and all Escrowed Materials in the event of any loss or damage
to
the Escrowed Materials held by the Escrow Agent.
	 
	2.7	 	The Developer hereby represents, warrants and covenants in favour of the User that the
Escrowed
Materials are and shall continue to be complete and accurate and sufficient to permit a
person
reasonably skilled in the art to implement the manufacture of the Products with the
Equipment.
	 
	3.	 	Term of Agreement
	 
	 	 	This Agreement shall commence upon its execution by the last of the parties to sign and
shall terminate only upon the earlier to occur of:






	 	(a)	 	the date on which the Escrow Agent delivers the Escrowed Materials to the User
in
accordance with the provisions of this Agreement,
	 
	 	(b)	 	the date on which the User elects to terminate this Agreement pursuant to
Section 20.5 hereof; or

















 



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	 	(c)	 	upon the joint notice of the User and Developer that the Supply Agreement
has expired or terminated.






	4.	 	Release From Escrow
	 
	4.1	 	Upon the occurrence of a Release Event, and upon the expiry of any relevant cure periods
contemplated by the Supply Agreement and/or the Security Trust Agreement and subject to
Section 5.4 of the Security Trust Agreement (where the Release Event is an Event Default), if the
User delivers to the Escrow Agent and Developer a statutory declaration sworn by a senior officer
of the User setting forth the particulars of a Release Event (the
“Release Notice”), the Escrow
Agent shall, subject to Section 4.2, deliver the Escrowed Materials to the User in accordance with
any delivery instructions specified by the User.
	 
	4.2	 	Without in any way extending any cure period provided for in the Supply Agreement or the
Security Trust Agreement, the Developer shall have ten (10) days from the date it receives a
Release Notice to deliver to the Escrow Agent and the User a notice
(the “Objection Notice”) stating that no such Release Event has occurred, or any such Release Event has been remedied or
cured. The Objection Notice shall take the form of a statutory declaration and describe the
circumstances pursuant to which there is no such Release Event, or any such Release Event has
been remedied or cured, to which shall be attached true and complete copies of all relevant
documents establishing or confirming the same.
	 
	4.3	 	Subject to Section 4.4, if there is any dispute between the User and the Developer as to whether
any such Release Event has occurred or has been remedied, such dispute shall be resolved in
accordance with the dispute resolution provisions of the Supply Agreement.
	 
	4.4	 	To the extent that the Developer has not responded to the Release Notice within the time set
forth
in Section 4.2 hereof, then the Escrow Agent shall deliver the Escrowed Materials to the
User
notwithstanding the dispute resolution provisions of the Supply Agreement.
	 
	4.5	 	The Escrow Agent shall have no duty to inquire into the due authorization, execution or
delivery
of any Release Notice or Objection Notice, or the accuracy, veracity, validity or sufficiency of
any statement, fact or circumstance set out in or referred to in any such notice.
	 
	4.6	 	Upon the Escrow Agent receiving written notice of termination of the Supply Agreement,
provided that no Event of Default has occurred, the Escrow Agent shall within a period of
ten
(10) days thereafter release to the Developer all Escrowed Materials then in its possession,
and
the Escrow Agent shall then be discharged from all of its obligations under this Agreement.
	 
	4.7	 	If, during the period that the Escrow Agent has custody of the Escrowed Materials, any loss or
damage to the Developer’s copies of the Escrowed Materials should occur, the Developer shall
have the right to access the Escrowed Materials during business hours of the Escrow Agent
for
the purpose of reproducing and copying the same for the Developer’s records.
	 
	5.	 	Verification of Escrowed Materials
	 
	 	 	The User shall have the right, from time to time but not more frequently than once
with respect to each deposit with the Escrow Agent made by the Developer pursuant to
Sections 2.2, 2.3 and 2.6

















 



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	 	 	hereof, to request the Developer to verify that the Escrowed Materials then on
deposit are complete and otherwise satisfy the requirements of Sections 2.2 and 2.7
hereof.
	 
	6.	 	Indemnification of Escrow Agent
	 
	 	 	The Escrow Agent shall not, by reason of its execution of this Agreement, assume any
responsibility or liability for any transactions between the User and the Developer other
than for the performance of its obligations with respect to the Escrowed Materials in
accordance with this Agreement. Without limiting any protection or indemnity of the Escrow
Agent under any other provision hereof, or otherwise at law, each of the User and the
Developer hereby agrees to indemnify and hold harmless the Escrow Agent from and against
any and all liabilities, losses, damages, penalties, claims, actions, suits, costs,
expenses and disbursements, including legal or advisor fees and disbursements, of whatever
kind and nature which may at any time be imposed on, incurred or asserted against the
Escrow Agent in connection with the performance of its duties and obligations hereunder,
other than such liabilities, losses, damages, penalties, claims, actions, suits, costs,
expenses and disbursements arising by reason of the negligence, willful misconduct or bad
faith of the Escrow Agent. This provision shall survive the resignation or removal of the
Escrow Agent or the termination of this Agreement.
	 
	7.	 	Non-Disclosure by Escrow Agent or User
	 
	 	 	Except as provided in this Agreement, the Escrow Agent and the User each agree not
to disclose or otherwise make available to any third person whatsoever, or make any use
whatsoever or copy the Escrowed Materials, without the prior written consent of the
Developer or an order of a court of competent jurisdiction compelling the disclosure of the
Escrowed Materials.
	 
	8.	 	Compensation of Escrow Agent
	 
	 	 	The fees of the Escrow Agent in relation to its duties hereunder shall be payable by
both the User and Developer (each as to 50% of such fees) and are as follows:






	 	(a)	 	an initial fee of Cdn. $10,000 for accepting deposit of the Escrowed Materials,
	 
	 	(b)	 	an annual fee of Cdn. $2,500, payable in advance, on the date of deposit of the
Escrowed
Materials for the first year and on each anniversary date thereafter during the term
of this
Agreement for each subsequent year,






	 	 	plus any disbursements and all applicable taxes, plus any fees actually incurred in
performing its duties hereunder calculated on an hourly basis at the hourly rate of the
representatives of the Escrow Agent involved in the performance of such duties. If either
the User or the Developer (the “non-paying party”) fails to pay to its proportionate share
of such fees to the Escrow Agent, then the User or the Developer, as the case may be, shall
(1) pay such proportionate share to the Escrow Agent on behalf of the non-paying party and
(2) shall have the right to set-off such proportionate share against any amounts payable by
such non-paying party to the User or the Developer, as the case may be, all in accordance
with and pursuant to the provisions of Section 3.7 of the Supply Agreement.
	 
	9.	 	Duties of Escrow Agent
	 
	 	 	The Escrow Agent undertakes to take all steps to ensure the safety and privacy of the
Escrowed Materials retained by it during the currency of this Agreement and to fulfill the
duties and responsibilities provided for herein. The Escrow Agent shall have no obligation
or liability under





 











 




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	 	 	any other agreement to which it is not a party, notwithstanding that reference
thereto may be made herein.
	 
	10.	 	Acceptance of Duties
	 
	 	 	The Escrow Agent hereby accepts the duties in this Agreement required to be
performed by the Escrow Agent and agrees to perform the same upon the terms and conditions
set forth in this Agreement.
	 
	11.	 	No Responsibility of Escrow Agent
	 
	 	 	The Escrow Agent shall not be responsible for the sufficiency, genuineness or
validity of or title to the Escrowed Materials deposited with the Escrow Agent hereunder or
of any assignment thereof. Nor shall the Escrow Agent incur any liability or be responsible
for the consequences of any breach on the part of the User and/or the Developer of any of
the covenants herein contained or of any acts of agents or servants of the User and/or the
Developer.
	 
	12.	 	Right to Counsel
	 
	 	 	The Escrow Agent shall have the right to consult with and obtain advice from legal
counsel appointed by it, who may but need not be legal counsel for the Developer in the
event of any questions as to any of the provisions hereof or its duties hereunder and it
shall incur no liability and be fully protected in acting or not acting in good faith in
accordance with any opinion or instruction of such counsel. The cost of services shall be
added to and be part of the annual fee hereunder.
	 
	13.	 	Access by Others
	 
	 	 	The Escrow Agent shall not be responsible for any corporate personnel of Developer
having authorized access to the Escrowed Materials and causing such Escrowed Materials
during such access to be: changed, erased, added to, magnetized or any other kind of
mutilation, destruction or change being performed. Control and supervision of such
authorized access to such corporate personnel is and shall be the responsibility of the
Developer.
	 
	14.	 	Reliance
	 
	 	 	The Escrow Agent may rely upon any instrument in writing believed by the Escrow
Agent to be genuine and sufficient and properly presented in accordance with the terms of
this Agreement, including this Agreement itself, and the Escrow Agent shall not be liable
or responsible for any action taken or omitted to be taken in reliance upon the provisions
thereof. The Escrow Agent may employ or retain such counsel or other experts or advisers or
agents as it may reasonably require for the purpose of discharging its duties hereunder.
	 
	15.	 	Delivery by Escrow Agent
	 
	 	 	The Developer and the User agree that, upon delivery of the Escrowed Materials by the
Escrow Agent to either party as required by this Agreement, the Escrow Agent shall not be
responsible for the content of such materials, and any responsibility of the Escrow Agent
will be limited to delivery thereof as required by this Agreement.





 











 



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	16.	 	Not Required to Risk Own Funds
	 
	 	 	None of the provisions herein contained shall require the Escrow Agent to expend or
to risk its own funds or otherwise to incur financial liability in the performance of any
of its duties or powers unless indemnified as aforesaid.
	 
	17.	 	Third Party Proceedings Against Escrow Agent
	 
	 	 	In case any property held by the Escrow Agent hereunder shall be attached, garnished
or levied upon under any order of a court or the delivery thereof shall be stayed or
enjoined by any order of any court or any other order, judgment or decree shall be made or
entered by any court affecting such property or any part thereof, the Escrow Agent is
hereby expressly authorized in its sole discretion to interplead or obey and comply with
all writs, orders, final judgments or decrees so entered or issued and in case the Escrow
Agent obeys and complies with any such writ, order, final judgment or decree, the Escrow
Agent shall not be liable to any of the other parties hereto, their successors, heirs or
personal representatives or to any other person, firm or corporation by reason of
interpleading or compliance.
	 
	18.	 	Replacement of Escrow Agent
	 
	 	 	The Escrow Agent may resign and be discharged from all further duties and
liabilities hereunder by giving to the User and the Developer ninety (90) days notice in
writing. In the event of the Escrow Agent resigning as aforesaid, a new escrow agent, which
shall be a Canadian chartered bank or trust company acceptable to the User and the
Developer shall be appointed by the Escrow Agent and, failing agreement between the User
and the Developer, the Escrow Agent may apply to the Court of Queen’s Bench of Alberta, on
such notice as the Court may direct, for the appointment of a new escrow agent without any
further assurance, conveyance, act or deed.
	 
	19.	 	Entire Agreement
	 
	 	 	This Agreement contains the entire agreement between the parties with respect to the
subject matter herein of this date, and supersedes all prior agreements, negotiations,
representations and proposals, written or oral, relating to its subject matter.
	 
	20.	 	Miscellaneous Provisions
	 
	20.1	 	The rights and obligations of the parties pursuant to this Agreement shall be binding
upon, and
shall enure to the benefit of the parties hereto and their respective successors and
assigns.
	 
	20.2	 	This Agreement shall be governed by and construed in accordance with the laws of the Province
of Alberta and the laws of Canada applicable therein, and the parties hereby exclusively attorn to
the jurisdiction of the courts of competent jurisdiction in the Province of Alberta located, where
available, in the Judicial Centre of Calgary.
	 
	20.3	 	In this Agreement, time is of the essence.
	 
	20.4	 	If either of the Developer or the User should assign the
Supply Agreement to an “Affiliate” (as defined in the Supply Agreement), then such assignment shall be deemed to be an assignment of
this Agreement to the same Affiliate, and any consent given by either of the Developer or the
User to the other of an assignment under the Supply Agreement shall be deemed to constitute
consent to assignment under this Agreement.





 











 




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	20.5	 	The User and the Developer each acknowledge and agree that:






	 	(a)	 	the Escrow Agent has sold its corporate trust business and that such business
is, as of the
date of this Agreement, owned and operated by Computershare Trust Company of
Canada (“Computershare”), and
	 
	 	(b)	 	the Escrow Agent may assign this Agreement and any ancillary agreements
executed in
connection herewith, and all of its rights and obligations thereunder, to
Computershare.
Any such assignment shall be effective without the need for any further notice or
advice
to, or approval of, any other person and without any further act or formality
whatsoever.






	20.6	 	The User may elect to terminate this Agreement at any time by giving written notice to the
Developer and the Escrow Agent, provided however that the User has
paid and satisfied in full
all
fees owing to the Escrow Agent under this Agreement. In such case, the Escrow Agent shall
return all Escrowed Materials currently in its possession to the Developer, and the Escrow
Agent
shall then be discharged from all of is obligations under this Agreement.
	 
	20.7	 	For the purposes of this Agreement, the parties agree that Westaim Biomedical Corp. shall act
as
agent for all parties comprising the Developer, and that Smith & Nephew, Inc. shall act as
agent
for all parties comprising the User, for all matters under this Agreement.
	 
	21.	 	Notice
	 
	 	 	Any notice, request, demand, consent or other communication provided or permitted hereunder
shall be in writing and given by personal delivery, or sent by double registered mail, or
transmitted by telex, telegram or facsimile, addressed to the party for which it is
intended addressed as follows:





	 	 	 
	If to the User:

	 	c/o Smith & Nephew, Inc.
	 

	 	11775 Starkey Road
	 

	 	P.O. Box 1970
	 

	 	Largo, Florida 33799-1970
	 
	 	 
	 

	 	Telecopy Number: (727) 398-4206
	 

	 	Attention:       President
	 
	 	 
	 

	 	with a copy to:
	 
	 	 
	 

	 	c/o Smith & Nephew, Inc.
	 

	 	1450 Brooks Road
	 

	 	Memphis, Tennessee 38116
	 
	 	 
	 

	 	Telecopy Number: (901)396-7824
	 

	 	Attention:       General Counsel
	 
	 	 
	If to the Developer:

	 	c/o Westaim Biomedical Corp.
	 

	 	10102–114 Street
	 

	 	Fort Saskatchewan, Alberta T8L 3W4
	 
	 	 
	 

	 	Telecopy Number: (780) 992-5300
	 

	 	Attention:      President






 











 



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	 	with a copy to:
	 
	 	 
	 

	 	c/o Westaim Biomedical Corp.
	 

	 	1010,144 – 4th Avenue S.W.
	 

	 	Calgary, Alberta T2P 3N4
	 
	 	 
	 

	 	Telecopy Number: (403) 237-8181
	 

	 	Attention:      President
	 
	 	 
	 

	 	and a copy to:
	 
	 	 
	 

	 	c/o Westaim Biomedical Corp.
	 

	 	One Hampton Road, Suite 302
	 

	 	Exeter, New Hampshire 03833
	 
	 	 
	 

	 	Telecopy Number: (603) 778-6393
	 

	 	Attention:      President
	 
	 	 
	If to the Escrow Agent:

	 	710, 530-8th Avenue S.W.
	 

	 	Calgary, Alberta T2P 3S8
	 
	 	 
	 

	 	Telecopy Number: (403) 267-6598
	 

	 	Attention:      Manager, Corporate Trust Department





provided, however, that any party may change its address for purposes of receipt of any such
communication by giving ten (10) days prior written notice of such change of the other party
in the manner prescribed above. Any notice so given shall be deemed to have been received on
the date on which it was delivered or transmitted by telex, telegram or facsimile or, if
double registered mail, on the date of authorized receipt.




 











 



 


- 10 -


     IN
WITNESS WHEREOF the parties hereto have executed this Agreement
as of the date first above written.



	 	 	 	 	 	 	 
	WESTAIM BIOMEDICAL CORP.	 	SMITH & NEPHEW
INC.
	 
	 	 	 	 	 	 
	Per:

	 	/s/ Scott H. Gillis
	 	Per:
	 	/s/ David A. Trollope
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Per:

	 	/s/ Barry M. Heck
	 	Per:
	 	/s/ Stephen Lang
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	WESTAIM BIOMEDICAL INC.	 	SMITH & NEPHEW, INC.
	 
	 	 	 	 	 	 
	Per:

	 	/s/ Scott H. Gillis
	 	Per:
	 	/s/ David A. Trollope
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Per:

	 	/s/ Barry M. Heck
	 	Per:
	 	/s/ Stephen Lang
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	T.J. SMITH & NEPHEW LIMITED
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	/s/ David A. Trollope
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	/s/ Stephen Lang
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	MONTREAL TRUST COMPANY OF
	 	 	 	 	CANADA, in its capacity as Escrow Agent
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	 
	 	 	 	 	 	 	 












 



 




SCHEDULE
“A”




SUPPLY AGREEMENT




 










 



 


     IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
above written.



	 	 	 	 	 	 	 
	WESTAIM BIOMEDICAL CORP.	 	SMITH & NEPHEW
INC.
	 
	 	 	 	 	 	 
	Per:

	 	 	 	Per:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Per:

	 	 	 	Per:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	WESTAIM BIOMEDICAL INC.	 	SMITH & NEPHEW, INC.
	 
	 	 	 	 	 	 
	Per:

	 	 	 	Per:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Per:

	 	 	 	Per:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	T.J. SMITH & NEPHEW LIMITED
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	MONTREAL TRUST COMPANY OF
	 	 	 	 	CANADA, in its capacity as Escrow Agent
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:	 	/s/ [ILLEGIBLE]
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Per:
	 	/s/ [ILLEGIBLE]