ANY LICENCE, PERMIT, FRANCHISE,
CERTIFICATE, APPROVAL OR SIMILAR AUTHORIZATION OF OR ISSUED BY ANY GOVERNMENTAL
AUTHORITY AND HELD BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, INCLUDING ANY
FEDERAL, PROVINCIAL OR STATE LICENCE.
(HHH)
"PERSON" MEANS ANY INDIVIDUAL, SOLE PROPRIETORSHIP,
PARTNERSHIP, FIRM, ENTITY, UNINCORPORATED ASSOCIATION, UNINCORPORATED SYNDICATE,
UNINCORPORATED ORGANIZATION, TRUST, CORPORATION, LIMITED LIABILITY COMPANY,
UNLIMITED LIABILITY COMPANY, GOVERNMENTAL, REGULATORY OR COURT AUTHORITY, AND A
NATURAL PERSON IN SUCH PERSON'S CAPACITY AS TRUSTEE, EXECUTOR, ADMINISTRATOR OR
OTHER LEGAL REPRESENTATIVE.
(III)
"PRE-ACQUISITION REORGANIZATION" HAS THE
MEANING SET FORTH IN SECTION 6.5.
(JJJ)
"RIGHTS PLAN" MEANS THE SHAREHOLDER RIGHTS
PLAN AGREEMENT DATED EFFECTIVE AUGUST 29, 2006 BETWEEN THE COMPANY AND
COMPUTERSHARE INVESTOR SERVICES INC., AS RIGHTS AGENT, AS AMENDED.
(KKK)
"REAL PROPERTY" HAS THE MEANING SET FORTH IN SECTION
25 OF SCHEDULE C.
(LLL)
"REAL PROPERTY LEASES" HAS THE MEANING SET
FORTH IN SECTION 25 OF SCHEDULE C.
(MMM)
"SCHEDULE 14D-9" MEANS THE SCHEDULE 14D-9 REQUIRED TO BE FILED
BY THE COMPANY IN CONNECTION WITH THE OFFER PURSUANT TO THE EXCHANGE ACT.
(NNN)
"SCHEDULE TO" HAS THE MEANING SET FORTH IN SECTION
2.1(D).
(OOO)
"SEC" MEANS THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION.
(PPP)
"SECURITIES AUTHORITIES" MEANS THE TSX, NASDAQ AND THE
APPROPRIATE SECURITIES COMMISSIONS OR SIMILAR REGULATORY AUTHORITIES IN CANADA
AND EACH OF THE PROVINCES AND TERRITORIES THEREOF, THE SEC AND ANY APPLICABLE
STATE SECURITIES REGULATORY AUTHORITIES.
(QQQ)
"SECURITIES LAWS" MEANS THE SECURITIES LAWS, RULES AND
REGULATIONS OF EACH OF THE PROVINCES AND TERRITORIES OF CANADA AND APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OF THE UNITED STATES.
(RRR)
"SENIOR EXECUTIVES" MEANS THE CHIEF EXECUTIVE
OFFICER, PRESIDENT, CHAIRMAN, CHIEF FINANCIAL OFFICER, CHIEF SCIENTIFIC OFFICER,
SECRETARY, TREASURER, VICE-PRESIDENT - BUSINESS DEVELOPMENT AND VICE-PRESIDENT -
RESEARCH, OF THE COMPANY (IN ANY CASE WHETHER ACTING OR INTERIM).
11
(SSS)
"SHARES" HAS THE MEANING SET FORTH IN THE RECITALS TO
THIS AGREEMENT.
(TTT)
"SHAREHOLDER SUPPORT AGREEMENTS" HAS THE
MEANING SET FORTH IN THE RECITALS TO THIS AGREEMENT.
(UUU)
"SHAREHOLDERS" HAS THE MEANING SET FORTH IN THE RECITALS
TO THIS AGREEMENT.
(VVV)
"STOCK OPTION PLANS" MEANS THE COMPANY'S 1996 INCENTIVE
STOCK OPTION PLAN, AS AMENDED, AND 2006 INCENTIVE STOCK OPTION PLAN, AS AMENDED.
(WWW)
"SUBSEQUENT ACQUISITION TRANSACTION" HAS THE MEANING SET FORTH
IN SECTION 2.8.
(XXX)
"SUBSIDIARY" HAS THE MEANING SET FORTH IN THE
CBCA.
(YYY)
"SUPERIOR PROPOSAL" MEANS ANY BONA FIDE WRITTEN PROPOSAL
FOR AN ALTERNATIVE TRANSACTION (I) WHICH, IN THE OPINION OF THE BOARD OF
DIRECTORS, ACTING IN GOOD FAITH AND AFTER RECEIVING THE ADVICE OF ITS FINANCIAL
ADVISORS AND OUTSIDE LEGAL ADVISORS, IS REASONABLY CAPABLE OF CONSTITUTING A
COMMERCIALLY FEASIBLE TRANSACTION TAKING INTO ACCOUNT ALL LEGAL, FINANCIAL,
REGULATORY AND OTHER ASPECTS OF SUCH PROPOSAL AND THE PARTY MAKING THE PROPOSAL,
FOR WHICH ADEQUATE FINANCIAL ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
REQUIRED FUNDS OR OTHER CONSIDERATION WILL BE AVAILABLE TO EFFECT PAYMENT IN
FULL FOR THE SHARES OR OTHERWISE COMPLETE SUCH TRANSACTION AND WHICH COULD BE
CARRIED OUT WITHIN A TIME FRAME THAT IS REASONABLE IN THE CIRCUMSTANCES, AND
WHICH IF CONSUMMATED, WOULD