Arrangement Agreement dated as of March 18, 2024, among Fusion Pharmaceuticals Inc., AstraZeneca AB and 15863210 Canada Inc

Execution Version

TABLE OF CONTENTS

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ii

SCHEDULES

EXHIBITS

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Execution Version

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of March 18, 2024.

AMONG:

ASTRAZENECA AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden, having its official seat in Södertälje, Sweden, its registered office address at 151 85 Södertälje, Sweden and registered with the trade register of the Swedish Companies Registration Office under number 556011-7482 (the Parent)

— and —

15863210 CANADA INC., a corporation formed under the federal laws of Canada (the Purchaser)

— and —

FUSION PHARMACEUTICALS INC., a corporation formed under the federal laws of Canada (the Corporation).

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1

INTERPRETATION

Section 1.1 Defined Terms

As used in this Agreement, unless the context otherwise requires, the following terms have the following meanings:

Acquisition Proposal means, other than the transactions contemplated by this Agreement or any transactions involving only the Corporation and its Subsidiaries, any bona fide offer or proposal (written or oral) from any Person or group of Persons “acting jointly or in concert” within the meaning of Multilateral Instrument 62-104 – Take Over Bids and Issuer Bids, other than the Parent, the Purchaser (or any of their respective affiliates) (including a “group” within the meaning of Section 13(d) of the Exchange Act) relating to: (a) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or winding up involving the Corporation and/or any of its Subsidiaries pursuant to which such Person or group would acquire twenty percent (20%) or more of the consolidated assets of the Corporation (based on the fair market value thereof, as determined in good faith by the Board or a duly authorized committee thereof); (b) any direct or indirect sale or disposition (or any license, lease or other arrangement having the same economic effect as a sale or disposition) in a single transaction or a series of related transactions, of assets representing twenty percent (20%) or more of the consolidated assets of the Corporation (based on the fair market value thereof, as determined in good faith by the Board or a duly authorized committee thereof), or twenty percent (20%) or more of the voting securities of the Corporation (including securities convertible into or exchangeable or exercisable for such voting securities assuming, if applicable, the conversion, exchange or exercise of such securities convertible, into or exchangeable or exercisable for such voting securities); or (c) any direct or indirect take over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons (or the stockholders or equityholders of such Person or group of Persons) beneficially owning twenty percent (20%) or more of the voting securities of the Corporation (including securities convertible into or exchangeable or exercisable for such voting

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securities assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for such voting securities or rights or interests therein or thereto), or owning twenty percent (20%) or more of the consolidated assets of the Corporation; provided that, in each case, the consolidated assets of the Corporation shall be deemed to include its Subsidiaries.

Action means any litigation, legal action, lawsuit, claim, grievance, complaint, investigation, reassessment, audit or other proceeding (whether civil, administrative, quasi-criminal or criminal) by or before any Governmental Entity.

affiliate has the meaning specified in National Instrument 45-106 – Prospectus Exemptions.

Agreement means this arrangement agreement between the Parent, the Purchaser and the Corporation (including the Schedules hereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

Anti-Corruption Laws has the meaning specified in Section 41(b) of Schedule C.

Arrangement means the arrangement under Section 192 of the CBCA in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement, the Plan of Arrangement and the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Parent, each acting reasonably.

Arrangement Resolution means the special resolution of the Shareholders approving the Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B.

associate has the meaning specified in the Securities Act (Ontario).

Authorization means, with respect to any Person, any order, permit, approval, registration, right, consent, waiver, license or similar authorization of any Governmental Entity, whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon or applicable to such Person, or its business, assets or securities.

Board means the board of directors of the Corporation, as constituted from time to time.

Board Recommendation has the meaning specified in Section 2.2.

Books and Records means the books and records of the Corporation and its Subsidiaries, including books of account and Tax records, whether in written or electronic form.

Breaching Party has the meaning specified in Section 4.8(3).

Business Day means any day, other than a Saturday, a Sunday or a day on which banks are required or authorized to remain closed in Toronto, Ontario, Canada, New York, New York, United States or London, United Kingdom.

CARES Act means the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. 116-136 (116th Cong.) Mar. 27, 2020, as amended (including any changes in state or local law that are analogous to provisions of the CARES Act or adopted to conform to the CARES Act) and any legislative or regulatory guidance issued pursuant thereto, including the Presidential Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020, IRS Notice 2020-65, the Health and Economic Recovery Omnibus Emergency Solutions Act, the American Rescue Plan Act and any related, successor or similar non-U.S. legislation, guidance, rules and regulations related to COVID-19 or intended to address the consequences of the COVID-19 pandemic.

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CBCA means the Canada Business Corporations Act, as amended.

Change in Recommendation has the meaning specified in Section 7.2(4)(b).

Circular means the notice of the Meeting and accompanying proxy statement and management information circular, including all schedules, appendices and exhibits thereto, to be sent or otherwise made available to the Shareholders in connection with the Meeting and to such other Persons as may be required by the Court pursuant to the Interim Order, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement and the Interim Order (once issued).

CNSC means the Canadian Nuclear Safety Commission.

Code means the Internal Revenue Code of 1986, as amended.

Common Shares means the common shares in the capital of the Corporation.

Competition Act means the Competition Act (Canada), as amended.

Competition Act Approval means, in respect of the transactions contemplated by this Agreement, either: (a) the issuance of an advance ruling certificate pursuant to Subsection 102(1) of the Competition Act; or (b) both of (i) the receipt of a No Action Letter, unless waived by the Parent in its discretion for the purposes of proceeding to complete the Arrangement, and (ii) the applicable waiting period under section 123 of the Competition Act shall have expired or been terminated or the Commissioner of Competition, or his authorized representative, shall have waived the obligation under Part IX of the Competition Act to notify the Commissioner of Competition in respect of the transactions contemplated by this Agreement.

Computer Systems means all Software, hardware, databases, websites, computer equipment, networks, interfaces, platforms, systems and other information technology that are owned, operated, used in or necessary for the conduct of the business of the Corporation and its Subsidiaries.

Confidentiality Agreement means the nondisclosure agreement dated February 29, 2024 between the Corporation and the Parent.

Consideration has the meaning specified in the Plan of Arrangement.

Constating Documents means notices of articles, articles, articles of incorporation, amalgamation, or continuation, as applicable, by-laws, limited partnership agreement or other constating documents and all amendments thereto.

Continuing Employee has the meaning specified in Section 4.16(1).

Contract means any legally binding agreement, commitment, engagement, contract, subcontract, bond, mortgage, indenture, deed of trust, loan, credit agreement, license, lease, sublease, obligation or undertaking to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected, or to which any of their respective properties or their assets is subject.

Contractor means any consultant, dependent contractor under Canadian Law, independent contractor, or other service provider (including a non-employee director) providing services to the Corporation or any of its Subsidiaries and who is not a Corporation Employee.

Corporation has the meaning specified in the preamble to this Agreement.

Corporation Disclosure Letter means the disclosure letter dated the date of this Agreement and delivered by the Corporation to the Parent contemporaneously with the execution of this Agreement.

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Corporation Employees means any employee, whether working on a part-time or full-time basis and whether or not on leave of absence, of the Corporation or any of its Subsidiaries, as the case may be.

Corporation Intellectual Property means all Intellectual Property, including Owned Intellectual Property, used in or necessary to conduct the Corporation or the Subsidiaries business as currently conducted.

Corporation Pharmaceutical Product means any pharmaceutical or medicinal compound or product developed, or currently being researched or developed, by or on behalf of the Corporation or its Subsidiaries.

Corporation SEC Documents means all registration statements, forms, reports, schedules, statements, exhibits and other documents (including exhibits, financial statements and schedules thereto and all other information incorporated therein and amendments and supplements thereto) required to be filed with, or furnished to, the SEC pursuant to the Exchange Act, the U.S. Securities Act or other applicable Law.

Corporation Termination Fee means $71,680,000.

Corporation Termination Fee Event has the meaning specified in Section 7.3(2).

Corporation’s Public Disclosure Record means all documents filed and publicly available under the profile of the Corporation on the System for Electronic Document Analysis and Retrieval (SEDAR) in Canada, and the Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) in the United States, in each case, after December 31, 2021 and at least two (2) Business Days prior to the date of this Agreement.

Court means the Ontario Superior Court of Justice (Commercial List).

Customs & International Trade Laws means the applicable export control, sanctions, import, customs and trade, and anti-boycott Laws of any jurisdiction in which the Corporation or any Subsidiary is incorporated or does business, including the Tariff Act of 1930, as amended, and other Laws, regulations, and programs administered or enforced by the U.S. Department of Commerce, U.S. International Trade Commission, U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement, and their predecessor agencies; the Export Administration Act of 1979, as amended; the Export Administration Regulations, including related restrictions with respect to transactions involving Persons on the U.S. Department of Commerce Denied Persons List, Unverified List or Entity List; the Arms Export Control Act, as amended; the International Traffic in Arms Regulations, including related restrictions with respect to transactions involving Persons on the Debarred List; the International Emergency Economic Powers Act, as amended; the Trading With the Enemy Act, as amended; the Iran Sanctions Act, as amended, the National Defense Authorization Act for Fiscal Year 2012, the National Defense Authorization Act for Fiscal Year 2013, and the embargoes and restrictions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC); Executive Orders with respect to embargoes and restrictions on transactions with designated countries and entities, including Persons designated on OFAC’s list of Specially Designated Nationals and Blocked Persons, and Persons designated on the U.S. Department of State sanctions lists; anti-boycott Laws and regulations administered by the U.S. Department of Commerce; and the anti-boycott Laws and regulations administered by the U.S. Department of the Treasury; and the applicable Canadian Laws, including the Export and Import Permits Act (Canada), Export Control List SOR/89-202 (Canada), Special Import Measures Act (Canada), Nuclear Safety and Control Act (Canada), Special Economic Measures Act (Canada), and Laws and programs administered or enforced by the Canada Border Services Agency and Global Affairs Canada, including with respect to Persons on the Consolidated Canadian Autonomous Sanctions List.

CVR means a CVR, as defined in the CVR Agreement.

CVR Agreement means the contingent value rights agreement to be dated the date of the Effective Date between the Parent, the Purchaser and the Rights Agent, substantially in the form attached hereto as Exhibit A, with such revisions thereto as may be requested by the Rights Agent that are not, individually or in the aggregate, detrimental or adverse, taken as a whole, to any holder of a CVR.

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Data Room means the material contained in the virtual data room established by the Corporation as at 11:59 p.m. on March 17, 2024.

Depositary means Equiniti Trust Company, LLC, in its capacity as depositary for the Arrangement, or such other Person as the Corporation and the Parent agree to engage as depositary for the Arrangement.

Depositary Agreement means the agreement to be entered into between the Depositary and the Parent prior to the Effective Date relating to, among other things, the deposit of Shares by the Shareholders, the terms and conditions of which must be satisfactory to the Corporation and the Parent, each acting reasonably.

Director means the Director appointed pursuant to the CBCA.

Disclosed Canadian Personal Information has the meaning specified in Section 4.6.

Disclosing Party has the meaning specified in Section 4.4(2).

Dissent Rights means the right of a Dissenting Shareholder to dissent to the Arrangement as provided in the Plan of Arrangement.

Dissenting Shareholder means a registered Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights as of the Effective Time.

Effective Date means the date upon which the Arrangement becomes effective in accordance with this Agreement and the Final Order.

Effective Time has the meaning specified in the Plan of Arrangement.

Employee Plan means (a) each “employee pension benefit plan” (as defined in Section 3(2) of the ERISA whether or not subject to ERISA), other than any Employee Plans that are “multiemployer plans” (as such term is defined in Sections 3(37) or 4001(a)(3) of the ERISA), (b) each “employee welfare benefit plan” (as defined in Section 3(1) of the ERISA whether or not subject to ERISA), and (c) each other employee benefit, health, welfare, supplemental unemployment benefit, profit sharing, option, stock appreciation, savings, insurance, deferred compensation, share purchase, share or share-based compensation, phantom stock, disability, pension, supplemental retirement, post-employment or post-retirement, employment, offer letter, individual consulting, Contractor, severance, termination pay, bonus, commission or other incentive, change in control, retention, vacation or other paid time-off, fringe benefit, welfare or other compensation or benefit plan, program, policy, trust, contract, arrangement, agreement or fund that is maintained, sponsored, contributed to or required to be contributed to, or funded by or binding upon the Corporation or any of its Subsidiaries or in respect of which the Corporation or any of its Subsidiaries has any actual or potential liability (including the Stock Option Plans, Inducement Grants and Employee Share Purchase Plan), other than (i) any government-sponsored plans to which the Corporation or any of its Subsidiaries is required to contribute under applicable Laws and (ii) any employment offer letter, employment agreement or individual consulting agreement that is terminable upon no more than thirty (30) days’ notice with no liability (or no greater notice period provided except as required by applicable Law) and does not provide any retention, change in control or severance payments or benefits.

Employee Share Purchase Plan means the Fusion Pharmaceuticals Inc. 2020 Employee Share Purchase Plan.

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Environmental Laws means all Laws relating to (a) protection of human health and/or the environment, including those relating to pollution, waste, emissions, discharges, or releases of Hazardous Substances or any other solid, liquid, gas, odour, heat, sound, vibration, or radiation, (b) protection and conservation of natural resources, including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic, terrestrial, avian or microbial species and vegetation, (c) the manufacture, generation, handling, transport, transfer, labelling, packaging, sale, distribution, import, export, use, processing, treatment, recycling, storage, destruction, or disposal of, or exposure to, Hazardous Substances, and/or (d) any other criminal, civil, equitable, or common law principle concerning any act or omission relating to the environment or Hazardous Substances.

ERISA means the Employee Retirement Income Security Act of 1974.

ERISA Affiliate means any Person that is, or has at any relevant time been, under common control, a member of the same controlled group or treated as a “single employer” with the Corporation or any of its Subsidiaries within the meaning of Sections 414(b), (c), (m) or (o) of the Code.

Exchange Act means the Securities Exchange Act of 1934.

Existing Credit Agreement means that certain Loan and Security Agreement, dated as of April 4, 2022 (as amended by that certain Consent and First Amendment to Loan and Security Agreement, dated as of August 23, 2022, that certain Second Amendment to Loan and Security Agreement, dated as of September 21, 2022, and that certain Third Amendment to Loan and Security Agreement, dated as of March 30, 2023), by and among, inter alia, the Corporation, and Fusion Pharmaceuticals US Inc., a Delaware corporation, as borrowers, and Oxford Finance LLC, a Delaware limited liability company, as collateral agent, and the lenders party thereto from time to time.

Fairness Opinion means the oral opinion (to be subsequently confirmed in writing) of Centerview Partners LLC, the financial advisor to the Corporation, addressed to the Board of Directors that, as of the date of such opinion and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth in such opinion, the Consideration to be paid to the holders of Shares (other than Shares (a) held by the Parent or any of its affiliates immediately prior to the Effective Time and (b) held by a Dissenting Shareholder that is ultimately entitled to be paid fair value by the Purchaser for their Shares) is fair, from a financial point of view, to such holders.

FDA means the United States Food and Drug Administration, or any successor entity.

Final Order means the final order of the Court approving the Arrangement pursuant to Section 192(4) of the CBCA, as such order may be varied by the Court (with the written consent of both the Corporation and the Parent, each acting reasonably) at any time prior to the Effective Date.

GAAP means United States generally accepted accounting principles.

Good Clinical Practices means the FDA’s standards for the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials contained in 21 C.F.R. Parts 50, 54, 56 and 312, as applicable, and any substantially similar rules arising under applicable Law in other jurisdictions.

Good Laboratory Practices means the FDA’s standards for conducting non-clinical laboratory studies contained in 21 C.F.R. Part 58, and any substantially similar rules arising under applicable Law in other jurisdictions.

Good Manufacturing Practices means the FDA’s standards for the manufacture, processing, packing, or holding of a drug contained in 21 C.F.R. Parts 210 and 211, and any substantially similar rules arising under applicable Law in other jurisdictions.

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Government or Governmental Entity means (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision, agent or authority of any of the foregoing; (c) any quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any Securities Authority or stock exchange, including NASDAQ.

Government Official means (a) any elected or appointed Government official (e.g., a legislator or a member of a ministry of health); (b) any employee or person acting for or on behalf of a Government, a Government department or agency, an institution or entity owned or controlled by a Government (e.g., a person serving on a healthcare committee that advises a Government), or an enterprise or instrumentality performing a governmental function; (c) any candidate for public office, or officer, employee, or person acting for or on behalf of a political party or candidate for public office; (d) an employee or person acting for or on behalf of a public international organization (e.g., the United Nations, the Red Cross, or the World Bank); (e) any member of a military or a royal or ruling family; and (f) any person otherwise categorized as a Government official under Law.

Hazardous Substances means any substance, chemical, mixture, or material, whether animate or inanimate, that is or may be harmful or hazardous to human, animal, or plant life, any property, any activity, or to the environment or any natural resources, and includes anything that is regulated under any Laws as a “contaminant”, “source of contaminant”, “pollutant”, “pesticide”, “fuel”, “deleterious substance”, “toxic substance”, “hazardous substance”, “designated substance”, “domestic substance”, “non-domestic substance”, “priority substance”, “prohibited substance”, “substance subject to notification or consent”, “restricted substance”, “ozone-depleting substance”, “nuclear substance”, “hazardous product”, “dangerous good”, “waste”, “hazardous waste”, or “hazardous recyclable material”.

Health Canada means the federal Governmental Entity having jurisdiction over pharmaceutical products in Canada.

Healthcare Laws means, to the extent related to the conduct of the Corporation’s or any of its Subsidiaries’ business, as applicable, as of the date of this Agreement, (a) all applicable federal and state fraud and abuse Laws, including, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn), the civil False Claims Act (31 U.S.C. § 3729 et seq.), 42 U.S.C. §§ 1320a-7 and 1320a-7a, (b) the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (18 U.S.C. §§ 669, 1035, 1347 and 1518; 42 U.S.C. § 1320d et seq.), (c) Titles XVIII (42 U.S.C. § 1395 et seq.) and XIX (42 U.S.C. § 1396 et seq.) of the Social Security Act, (d) the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (42 U.S.C. § 1395w-101 et seq.), (e) the so-called federal “Sunshine Law” or Open Payments (42 U.S.C. § 1320a-7h) and applicable state, provincial or local Laws regulating or requiring reporting of interactions between pharmaceutical manufacturers and members of the healthcare industry, (f) applicable Laws governing government pricing or price reporting programs, including the Medicaid Drug Rebate Program (42 U.S.C. § 1396r-8) and any applicable state supplemental rebate program, the Public Health Service Act (42 U.S.C. § 256b), the VA Federal Supply Schedule (38 U.S.C. § 8126), applicable federal, provincial and territorial Laws governing drug insurance and benefit plans, or any applicable state pharmaceutical assistance program or U.S. Department of Veterans Affairs agreement, and any successor government programs, (g) the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 321 et seq., (h) the Food and Drugs Act (Canada), and (i) any and all other health care Laws applicable to the Corporation or any Subsidiary or governing their respective businesses.

HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

HSR Approval means the expiration or termination of the waiting period applicable to the Arrangement, including any extensions thereof and including any voluntary agreements with a Governmental Entity not to consummate the Arrangement for any period of time, in accordance with the HSR Act.

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Incentive Holder means a holder of Options and/or Restricted Stock Units.

Indemnified Persons has the meaning specified in Section 4.9(4).

Inducement Grants means the inducement stock option grants made by the Corporation pursuant to NASDAQ Listing Rule 5635(c)(4) outside of the Stock Option Plans.

Institutional Review Board means the entity defined in 21 C.F.R. § 50.3(i), or any other substantially equivalent entity in Canada.

Intellectual Property means domestic and foreign: (a) patents, applications for patents and reissues, re-examinations, divisionals, substitutions, revisions, supplementary protection certificates, term extensions, confirmations, utility models, certificates of inventions, continuations, renewals, extensions and continuations-in-part of patents or patent applications, and the equivalents of any of the foregoing, statutory invention registrations and invention disclosures; (b) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing (collectively, “Trade Secret”); (c) copyrights, original works of authorship, documentation, literary works, artistic works, graphical works which are fixed in any medium of expression, whether or not registered or the subject of an application for registration, or capable of being registered; (d) integrated circuit, topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications for mask work registrations; (e) industrial designs, industrial design registrations and applications, designs, design registrations and design registration applications; (f) trade names, business names, corporate names, domain names, social media accounts (including the rights to the content therein) and social media handles, website names and world wide web addresses, common law trademarks, trademark registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (g) Software; and (h) any other intellectual property and industrial property.

Interim Order means the interim order of the Court pursuant to Section 192(4) of the CBCA in a form acceptable to the Corporation and the Parent, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be varied by the Court with the prior written consent of the Corporation and the Parent, each acting reasonably.

Interim Period has the meaning specified in Section 4.1(1).

Investment Canada Act means the Investment Canada Act.

Investment Canada Act Approval means the Parent has submitted a notification under the Investment Canada Act and (a) forty-five (45) calendar days, as calculated under the Investment Canada Act, have elapsed from the date of certification of the notification and (b) (i) the Minister of Innovation, Science and Industry has not sent to the Parent a notice under subsection 25.2(1) of the Investment Canada Act within the prescribed time period and the Governor in Council has not made an order under subsection 25.3(1) of the Investment Canada Act in respect of the transactions contemplated by this Agreement within the prescribed time period; or (ii) if such a notice has been sent or such an order has been made, the Parent has subsequently received (A) a notice under paragraph 25.2(4)(a) of the Investment Canada Act indicating that a review of the transactions contemplated by this Agreement on grounds of national security will not be commenced, (B) a notice under paragraph 25.3(6)(b) of the Investment Canada Act indicating that no further action will be taken in respect of the transactions contemplated by this Agreement, or (C) a copy of an order under paragraph 25.4(1)(b) authorizing the transactions contemplated by this Agreement.

IT Systems means Computer Systems, hardware, servers, databases, Software, networks, telecommunications systems and related infrastructure.

Joint Venture means 1318577 B.C. Ltd.

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Key Regulatory Approvals means Competition Act Approval, HSR Approval and Investment Canada Act Approval.

Law means all federal, national, multinational, provincial, state, municipal, regional and local laws (statutory, common or otherwise), constitutions, treaties, conventions, by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, certificates, ordinances, judgments, injunctions, determinations, awards, decrees, legally binding codes or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Entity or self-regulatory authority (including NASDAQ), and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are binding upon or applicable to such Person or its assets.

Licensed IP has the meaning specified in Section 30(b) of Schedule C.

Lien means any mortgage, charge, pledge, hypothec, security interest, prior claim, assignment, lien (statutory or otherwise), option, right of first refusal or first offer, occupancy rights, restrictive covenant, or restriction or adverse right or claim, or other third-party interest or encumbrance of any kind.

Mailing Deadline means the date that is five (5) Business Days following receipt of the Interim Order.

Matching Period has the meaning specified in Section 5.4(1)(d).

Material Adverse Effect means any fact, state of facts, change, event, occurrence, effect or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to (x) prevent, materially delay or materially impair the ability of the Corporation to complete the Arrangement in accordance with the terms of this Agreement or (y) have a material adverse effect on the business, assets, financial condition or results of operations of the Corporation and its Subsidiaries, taken as a whole, except, with respect to clause (y), any such fact, state of facts, change, event, occurrence, effect, or circumstance resulting from or arising in connection with the following (alone or in combination) shall not be taken into account when determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur:

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provided, however, that with respect to clauses (a) through to and including (e), such matter does not have a disproportionate effect on the Corporation and its Subsidiaries, taken as a whole, relative to other comparable companies or entities operating in the industries in which the Corporation and its Subsidiaries operate, in which case, the incremental disproportionate impact may be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur.

Material Contract means any Contract (except such Contract that is also an Employee Plan):

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Meeting means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Parent, acting reasonably and in accordance with this Agreement.

MI 61-101 means Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.

Milestone Payment has the meaning specified in the CVR Agreement.

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misrepresentation has the meaning specified in the Securities Act (Ontario) and other Securities Laws.

NASDAQ means the NASDAQ Stock Market.

No Action Letter means written confirmation from the Commissioner of Competition that he does not, at that time, intend to make an application under Section 92 of the Competition Act in respect of the transactions contemplated by this Agreement.

OFAC has the meaning specified in the definition of “Customs & International Trade Laws”.

officer has the meaning specified in the Securities Act (Ontario).

Open Source Software means any software for which the original source code is made freely available and may be redistributed and modified, including software meeting the Open Source Definition of the Open Source Initiative (opensource.org) or software that is subject to the GNU General Public License (GPL), the Lesser GNU Public License (LGPL), the Apache License (ASL), any “copyleft” license or any other license, that requires as a condition of use, modification or distribution of such software that such software or other software combined or distributed with it be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, or (c) redistributable at no charge.

Option means an option to purchase Common Shares issued pursuant to any of the Stock Option Plans or Inducement Grants or otherwise.

Ordinary Course means, with respect to an action taken by the Corporation or its Subsidiaries, that such action is taken in the ordinary course of the normal operations of the business of, as applicable, the Corporation or any of its Subsidiaries, consistent with past practice.

OSC means the Ontario Securities Commission.

Outside Date means (a) September 18, 2024; provided however that if, on such date (or any subsequent extension), any of the conditions set forth in Section 6.1(2) [Interim and Final Order], Section 6.1(3) [Required Regulatory Approvals] or Section 6.1(4) [Illegality] (in the case of Section 6.1(4), solely as such conditions relate to the matters referenced in Section 6.1(3)) shall not have been satisfied but all other conditions set forth in Article 6 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Effective Time, but provided that such conditions are then capable of being satisfied if the Effective Time were to occur on such date), then the Outside Date shall, without any action on the part of the Parties, be extended on no more than two (2) occasions, each time for a period of three (3) months, and such extended date shall become the Outside Date for all purposes of this Agreement, or (b) such other date as may be agreed to in writing by the Parties.

Owned Intellectual Property means the Intellectual Property owned or purported to be owned by the Corporation or its Subsidiaries. For clarity, Owned Intellectual Property includes solely owned, co-owned or jointly owned Intellectual property.

Owned Real Property means all the real and immovable property owned by the Corporation and its Subsidiaries.

Parent has the meaning specified in the preamble to this Agreement.

Parent Termination Fee means $102,400,000.

Parties means the Corporation, the Parent, the Purchaser and Party means any one of them.

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Permitted Liens means, in respect of the Corporation or its Subsidiaries, any one or more of the following:

Person includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

Personal Information means any data or information in any media that is used or is reasonably capable of being used alone or in combination with other information to identify an individual and includes any information that is regulated as personal data, personal information, health information or personal health information under any Law to which the Corporation or any of its Subsidiaries is subject.

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Plan of Arrangement means the plan of arrangement, substantially in the form of Schedule A to this Agreement, and any amendments, modifications, supplements or variations to such plan made in accordance with its terms, the terms of this Agreement and the Interim Order (once issued) or made at the direction of the Court in the Final Order or otherwise with the prior written consent of the Corporation and the Parent, each acting reasonably.

PPSA means the Personal Property Security Act (Ontario).

Pre-Closing Reorganization has the meaning specified in Section 4.20(1).

Preferred Shares means the preferred shares in the capital of the Corporation.

Processing means any operation or set of operations that is performed upon data or information, whether or not by automatic means, including collection, access, acquisition, creation, derivation, recordation, organization, storage, adaptation, alteration, correction, retrieval, maintenance, consultation, use, disclosure, dissemination, transmission, transfer, making available, alignment, combination, blocking, storage, retention, deleting, erasure, or destruction.

Purchaser has the meaning specified in the preamble to this Agreement.

Receiving Party has the meaning specified in Section 4.4(2).

Regulatory Approvals means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made), waivers, early terminations, authorizations, clearances, or written confirmations of no intention to initiate legal proceedings from Governmental Entities, in each case required to consummate the transactions contemplated by this Agreement, including, the Key Regulatory Approvals, but excluding the approval of the Arrangement by the Court.

Regulatory Authority means the FDA, Health Canada and any other applicable Governmental Entity responsible for the oversight and approval of the research, development or commercialization of pharmaceutical or medicinal products of the Corporation and its Subsidiaries.

Representative means, with respect to any Person, any officer, director, employee, representative (including any financial, legal or other advisor) or agent of such Person or of any of its affiliates.

Required Shareholder Approval means the requisite shareholder approval of the Arrangement Resolution as set forth in Section 2.3(4), together with any other vote required under the Interim Order.

Restricted Stock Unit means any restricted stock unit issued pursuant to any of the Stock Option Plans or otherwise.

Rights Agent means Equiniti Trust Company, LLC, in its capacity as rights agent under the CVR Agreement, or such other Person as the Corporation, the Parent and the Purchaser may mutually agree to engage as rights agent under the CVR Agreement.

Sanctioned Country means a country or territory which is itself the subject or target of comprehensive Sanctions (which, at the time of this Agreement, includes the Crimea, Donetsk, Luhansk, Kherson, or Zaporizhzhia regions of Ukraine, Cuba, Iran, North Korea and Syria).

Sanctioned Person means any Person that is the target of Sanctions, including (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, Global Affairs Canada or the Government of Canada, the UN Security Council, the European Union, His Majesty’s Treasury of the United Kingdom, the Federal Department of Finance of Switzerland or such similar Governmental Entity of any European Union Member State, (b) any Person located, organized or ordinarily resident in a Sanctioned Country, or (c) any Person fifty percent (50%) or more owned, directly or indirectly, or, as applicable, controlled by any such Person or Persons described in clauses (a) and (b) above.

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Sanctions means applicable economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government through OFAC, the U.S. Department of State, Global Affairs Canada or the Government of Canada, the United Nations Security Council, the European Union or any European Union member state, His Majesty’s Treasury of the United Kingdom, or Switzerland.

Sarbanes-Oxley Act means the Sarbanes-Oxley Act of 2002.

SEC means the U.S. Securities and Exchange Commission.

SEC Clearance Date means the earliest of (a) the date on which the Corporation is informed by the SEC, orally or in writing, that the Circular will not be reviewed by the SEC, (b) ten (10) calendar days after the initial filing of the Circular with the SEC if the SEC has not informed the Corporation that it intends to review the Circular and (c) in the event that the Corporation receives comments from the SEC on the Circular, the date the SEC informs the Corporation, orally or in writing, that the SEC staff has no further comments on the Circular.

Securities Authority means the SEC, the OSC and any other applicable securities commission or securities regulatory authority of a province or territory of Canada or state of the United States.

Securities Laws means (i) the U.S. Securities Act, the Exchange Act, and all other applicable state and federal securities laws, rules and regulations, (ii) the Securities Act (Ontario) and the rules, regulations and published policies thereunder, (iii) any other applicable Canadian provincial and territorial securities Laws, (iv) applicable securities Laws and regulations of other jurisdictions, all as now in effect and as they may be promulgated or amended from time to time and (v) the rules and policies of NASDAQ.

Security Breach means any (a) loss of Personal Information, (b) unauthorized, and/or unlawful Processing, corruption, or sale of Personal Information, or (c) other act or omission that has compromised privacy, confidentiality or security of Personal Information or the security or operation of the IT Systems.

Securityholders means, collectively, the Shareholders, Incentive Holders, and Warrant Holders.

Shareholders means the registered or beneficial holders of the Shares, as the context requires.

Shares means the Common Shares.

Software means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

Stock Option Plans means the Fusion Pharmaceuticals Inc. 2020 Stock Option and Incentive Plan and the Fusion Pharmaceuticals Inc. 2017 Equity Incentive Plan.

Subsidiary has the meaning specified in the CBCA; provided that the Joint Venture shall be deemed to be a Subsidiary of the Corporation for all purposes hereunder.

Superior Proposal means any unsolicited bona fide written Acquisition Proposal from a Person or Person(s) (other than the Parent and/or its affiliates) to acquire not less than a majority of the outstanding Shares or a majority of the assets of the Corporation on a consolidated basis (based on the fair market value thereof, as determined in good faith by the Board or a duly authorized committee thereof) that:

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Superior Proposal Notice has the meaning specified in Section 5.4(1)(b).

Tax Act means the Income Tax Act (Canada).

Tax Returns means any and all returns (including amended returns and information returns), reports, declarations, elections, claims for refund, notices, forms, designations, schedules, attachments, filings, statements or similar submissions (including any attached schedules, supplements and additional or supporting material or amendments) filed or required to be filed with a Governmental Entity in respect of Taxes (whether in tangible, electronic or other form).

Taxes means: (a) any taxes, duties, fees, excises, premiums, assessments, imposts, levies and other similar charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee or employer health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; and (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b).

Terminating Party has the meaning specified in Section 4.8(3).

Termination Notice has the meaning specified in Section 4.8(3).

Transaction Litigation means any stockholder demands, litigations, arbitrations or other similar claims, actions, suits or proceedings (including derivative claims) commenced against the Corporation or the Parent or the Purchaser, as applicable, their respective Subsidiaries and/or their and their respective Subsidiaries’ respective directors or officers relating to this Agreement, the Arrangement or any other transaction contemplated by this Agreement.

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U.S. Securities Act means the Securities Act of 1933.

Warrant means a warrant issued in connection with the Existing Credit Agreement by the Corporation to purchase or acquire Common Shares.

Warrant Holders means registered or beneficial holders of Warrants, as the context requires.

Wilful breach means a material breach that is a consequence of an act or a failure to act undertaken by the breaching Party with the actual knowledge that such act or failure to act would cause a breach of this Agreement.

Section 1.2 Certain Rules of Interpretation.

In this Agreement, unless otherwise specified:

(1) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles, Sections, subsections, paragraphs, clauses and Schedules and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(2) Currency. All references to dollars or to $ are references to United States dollars.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases and References, etc. The words (a) “including,” “includes” and “include” mean “including (or includes or include) without limitation,” (b) “or” or “either” shall not be exclusive, and (c) “the aggregate of,” “the total of,” “the sum of,” or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” The phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not merely mean “if”. Unless stated otherwise, “Article,” “Section,” and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term “made available” as it relates to materials provided to the Parent means copies of the subject materials which were made available to the Parent or any of its affiliates or Representatives in either (i) the Data Room or (ii) otherwise in writing with respect to materials specifically referenced in the Corporation Disclosure Letter, in each cause of clauses (i) and (ii), at least twenty-four (24) hours prior to the date hereof.

(5) Capitalized Terms. Unless otherwise defined therein, all capitalized terms used in any Schedule or in the Corporation Disclosure Letter have the meanings ascribed to them in this Agreement.

(6) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of the Corporation, it is deemed to refer to the actual knowledge, after reasonable inquiry, of the individuals set forth in Section 1.2(6) of the Corporation Disclosure Letter.

(7) Statutes. Any reference to a statute refers to such statute and all rules and regulations made or promulgated under it, as it or they may have been or may from time to time be amended modified, supplemented or re-enacted, including by succession of comparable successor Laws, in each case unless expressly stated otherwise.

(8) Computation of Time. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted, but the day of its expiry is counted. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.

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(9) Time References. Unless otherwise specified, all references to time herein mean local time, in Toronto, Ontario.

(10) Subsidiary. To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of the Corporation, each such provision shall be construed as a covenant by the Corporation to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action and fulfill its obligations thereunder. To the extent any covenants or agreements relate to the Joint Venture, such covenants and agreements shall be construed as a covenant of the Corporation to cause such Joint Venture to perform the required action to the extent the Corporation is able to do so, taking into account the terms of any Contracts governing the Joint Venture and the rights of the other parties to the Contracts with respect to the Joint Venture.

Section 1.3 Schedules.

(1) The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

(2) The Corporation Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed unless (a) it is required to be disclosed pursuant to Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes, or (b) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.

ARTICLE 2

THE ARRANGEMENT

Section 2.1 Arrangement.

The Corporation, the Parent and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

Section 2.2 Corporation Approval

The Corporation represents and warrants to the Parent and the Purchaser that, as of the date of this Agreement, the Board (a) has received the Fairness Opinion, and (b) the Board has unanimously determined that: (i) the Arrangement is fair to the Shareholders (other than the Parent and its affiliates); (ii) it will recommend that Shareholders vote in favour of the Arrangement Resolution; and (iii) the Arrangement is in the best interest of the Corporation ((i), (ii) and (iii) collectively being the Board Recommendation).

Section 2.3 Interim Order.

As soon as reasonably practicable (and in any event within ten (10) days) following the SEC Clearance Date, the Corporation shall apply, in a manner reasonably acceptable to the Parent, pursuant to Section 192(3) of the CBCA and, in cooperation with the Parent, prepare, file and diligently pursue an application for the Interim Order. The terms of the Interim Order shall be approved by the Parent, acting reasonably, and must provide, among other things:

(1) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided;

(2) that the Corporation is authorized to call and hold the Meeting to consider and, if thought advisable, pass the Arrangement Resolution;

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(3) to fix the record date for the purpose of determining the Shareholders entitled to receive notice of, and to vote at, the Meeting;

(4) that the required level of approval for the Arrangement Resolution shall be not less than 66²⁄₃% of the votes cast on the Arrangement Resolution by the Shareholders, voting as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per Share and if required under MI 61-101, by a majority of the votes cast by the Shareholders present in person or represented by proxy at the Meeting, after excluding the votes of those Persons whose votes are required to be excluded under MI 61-101;

(5) that, subject to the foregoing and in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Corporation’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting;

(6) for the grant of Dissent Rights as contemplated in the Plan of Arrangement;

(7) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

(8) that the Corporation and the Parent are authorized to make any revisions, amendments, or supplements to the Plan of Arrangement in accordance with the terms thereof;

(9) that the Meeting may be adjourned or postponed from time to time by the Corporation in accordance with the terms of this Agreement and without the need for additional approval of the Court;

(10) that the record date for the Shareholders entitled to notice of and to vote at the Meeting will not change in respect of any adjournment(s) or postponement(s) of the Meeting, unless required by Law or the Court;

(11) that the deadline for the submission of proxies by Shareholders shall be forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the Meeting, subject to waiver by the Corporation in accordance with the terms of this Agreement;

(12) that upon approval by the Shareholders of the Arrangement Resolution, the Corporation will seek Court approval for the Plan of Arrangement; and

(13) for such other matters as the Parent or the Corporation (each with the prior written consent of the other, such consent not to be unreasonably withheld, conditioned or delayed) may reasonably require.

Section 2.4 The Meeting.

The Corporation shall:

(1) subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been validly terminated in accordance with its terms, establish a record date for, convene and conduct the Meeting in accordance with the Interim Order, the Corporation’s Constating Documents and applicable Law as soon as reasonably practicable, but, subject to the Corporation’s rights hereunder to adjourn or postpone the Meeting, in any event on or before the date that is forty (40) days after the date of the Interim Order (or such later date as may be consented to by the Parent in writing), for the purpose of considering and voting upon the Arrangement Resolution and for such other matters that may be set out in the Circular or required for the purposes of effecting the Arrangement and the other transactions contemplated by this Agreement, and not adjourn, postpone, cancel (or propose the adjournment, postponement or cancellation of), or modify the purposes of the Meeting without the prior written consent of the Parent not to be unreasonably withheld, conditioned or delayed, except:

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(2) notwithstanding the receipt by the Corporation of a Superior Proposal in accordance with Section 5.4(1), a Change in Recommendation or any other intervening event and provided that this Agreement has not been validly terminated in accordance with its terms, unless otherwise agreed in writing by the Parent, the Corporation shall take all commercially reasonable steps to hold the Meeting and to cause the Arrangement Resolution to be voted on at the Meeting and shall not propose to adjourn or postpone the Meeting other than as contemplated by Section 2.4(1);

(3) subject to the terms of this Agreement, other than following a Change in Recommendation permitted by Section 5.4(1), use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including using commercially reasonable efforts to cooperate with any Persons engaged by the Parent to solicit proxies in favour of the approval of the Arrangement Resolution;

(4) as reasonably requested from time to time by the Parent and subject to the Confidentiality Agreement, provide the Parent with copies of or access to any lists of (a) the registered holders of Shares, participants and book-based nominee registrants such as The Depository Trust Company (DTC), and/or non-objecting beneficial owners of Shares prepared or delivered to the Corporation by any transfer agent, dealer or proxy solicitation services firm and in the possession of the Corporation, (b) the names and holdings of all Persons having rights to acquire Shares, including holders of Options, Restricted Stock Units and Warrants, (c) supplemental lists setting out changes to the foregoing, and (d) additional information regarding the Meeting generated by any transfer agent, dealer or proxy solicitation services firm and in the possession of the Corporation;

(5) consult in good faith with the Parent in fixing and publishing the record date and meeting date for the Meeting, and allow the Representatives of the Parent (including its outside legal counsel) to attend the Meeting;

(6) promptly advise the Parent, at such times as the Parent may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) received by the Corporation in respect of the Arrangement Resolution;

(7) promptly advise the Parent of any substantive written or oral communication from any Shareholder in opposition to the Arrangement (or any material business partner of the Corporation who has petitioned or is threatening to petition the Court in opposition of the Arrangement) or any written notice of dissent or purported exercise by any Shareholder of Dissent Rights received by the Corporation in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Corporation and, subject to applicable Laws, any written communications sent by or on behalf of the Corporation to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution;

(8) not make any payment or settlement offer, or agree to any payment or settlement, prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Parent; and

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(9) not change the record date for determining the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by applicable Law or with the Parent’s prior written consent.

Section 2.5 The Circular.

(1) The Corporation shall, as promptly as reasonably practicable, and in any event within fifteen (15) Business Days after the date of this Agreement, prepare and complete, in consultation with the Parent, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Arrangement, and file the Circular in preliminary form with the SEC, together with any such documents. As promptly as reasonably practicable following the SEC Clearance Date and receipt of the Interim Order, and in any event prior to the Mailing Deadline, cause the Circular and such other documents to be filed and sent to each Shareholder and other Persons as required by the Interim Order and applicable Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.4(1).

(2) The Corporation shall ensure that the Circular complies in all material respects with applicable Law, does not contain a misrepresentation (other than, in each case, with respect to any information furnished by the Parent, its affiliates and their respective Representatives for inclusion in the Circular) and provides the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular shall include:

(3) The Corporation shall give the Parent and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and all documents required for Court approval of the Plan of Arrangement and the granting of the Interim Order and Final Order, and shall give reasonable consideration to any comments made by the Parent and its outside legal counsel, and agrees that all information relating to the Parent and its affiliates, and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Parent, acting reasonably. The Corporation shall provide the Parent with all comments, written or oral, received from the SEC, promptly (and in any event within twenty-four (24) hours) upon receipt from the SEC, and give the Parent and its outside legal counsel a reasonable opportunity to review and comment on any responses, written or oral, submitted or proffered to the SEC. In addition, the Corporation shall provide the Parent with a final copy of the Circular prior to its mailing to the Shareholders.

(4) The Parent shall provide on a timely basis in writing to the Corporation all necessary information concerning the Parent and its affiliates that is required by applicable Law to be included by the Corporation in the Circular or other related documents, and shall ensure that such information does not contain any misrepresentations.

(5) Each Party shall promptly (and in any event within twenty-four (24) hours) notify the other Party if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

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Section 2.6 Final Order.

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, the Corporation shall, subject to the terms of this Agreement, take all steps necessary to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 192 of the CBCA, as soon as reasonably practicable and in any event no later than five (5) Business Days after the Arrangement Resolution is passed at the Meeting.

Section 2.7 Court Proceedings.

Subject to the terms of this Agreement, the Parent shall reasonably cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Parent in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall, subject to the terms and conditions of this Agreement:

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Section 2.8 Arrangement and Effective Date.

Closing of the Arrangement shall occur, and the Arrangement shall become effective, no later than the third Business Day following the satisfaction or waiver of all conditions to completion of the Arrangement set out in Article 6 (excluding any conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable Party or Parties for whose benefit such conditions exist) or on such other time and date as may be agreed upon by the Parties in writing, and the Arrangement shall be effective at the Effective Time on the Effective Date and will have all of the effects provided by applicable Laws, including the CBCA. The closing of the transactions contemplated hereby shall take place via electronic document exchange or at the offices of Goodwin Procter LLP, 100 Northern Avenue, Boston, MA 02210 or at such other location as may be agreed upon by the Parties.

Section 2.9 Payment of Consideration.

The Purchaser shall in accordance with the Depositary Agreement and in any event prior to the Effective Time, provide (or cause to be provided) to the Depositary sufficient funds to be held in escrow to satisfy the aggregate Consideration payable pursuant to the Plan of Arrangement to Shareholders, which funds will be held and dealt with by the Depositary in accordance with the Depositary Agreement and the Plan of Arrangement; provided that the Purchaser shall not (nor shall any of its affiliates) be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement.

Section 2.10 Adjustments to Consideration

If, between the date of this Agreement and the Effective Time, any change in the outstanding equity interests of the Corporation occur as a result of any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Shares) with a record date during such period, the Consideration shall be equitably adjusted to reflect such change and provide the holders of each Share the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this Section 2.10 shall be construed to permit the Corporation to take any such action that is restricted by any other provision of this Agreement, including actions taken without the consent of the Parent if such consent is required under Section 4.1.

Section 2.11 Tax Withholdings.

Each of the Parent, the Purchaser, the Corporation, the Depositary or any other Person that makes a payment pursuant to this Agreement, the Plan of Arrangement or the CVR Agreement shall be entitled to deduct and withhold from the amount payable such amount as such Person determines, acting reasonably, is required to be deducted or withheld pursuant to the Tax Act or the Code, or any other provision of any Law and remit such deducted and withheld amount to the appropriate Governmental Entity. To the extent that the amount is so deducted, withheld and properly remitted, such amount shall be treated for all purposes of this Agreement, the Plan of Arrangement and the CVR Agreement as having been paid to the relevant recipient. To the extent that the amount required to be deducted or withheld from any consideration payable to any Person hereunder exceeds the cash component, if any, of the consideration otherwise payable to such Person, the Purchaser, the Corporation, the Depositary, or any other Person, as applicable, may sell or otherwise dispose of such portion of the non-cash consideration otherwise payable to such Person as is necessary to provide sufficient funds to enable the payor to comply with such deduction and/or withholding requirements. As of the date hereof, the Parent and the Purchaser acknowledge that they do not intend, based on current Canadian Tax Law, to deduct or withhold any amount of Canadian Taxes in respect of amounts payable pursuant to the CVR Agreement.

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Section 2.12 Options, Restricted Stock Units and Warrants; Employee Share Purchase Plan.

(1) The Parties acknowledge and agree that the Board shall exercise its discretion under each of the Stock Option Plans and Inducement Grant award agreements (to the extent permitted and/or necessary thereunder) to accelerate the vesting of all Options and Restricted Stock Units issued thereunder that are then outstanding effective at or immediately prior to the Effective Time. The Corporation shall take all reasonable steps as may be necessary or desirable to facilitate the surrender, settlement, termination and/or cancellation of all then outstanding Options and Restricted Stock Units (whether then vested or unvested) in accordance with the terms of the Plan of Arrangement and the applicable Stock Option Plan, Inducement Grant or applicable award agreement. The Parties acknowledge that the Options and Restricted Stock Units will be dealt with in the manner set forth in Section 3.1 of the Plan of Arrangement. Prior to the Effective Time, the Board (or, if applicable, any committee thereof administering the Stock Option Plans and Inducement Grant award agreements) shall pass such resolutions and take all actions necessary to (a) effectuate the provisions set forth in this Section 2.12(1), Section 2.12(2) and Section 3.1 of the Plan of Arrangement and (b) ensure that on or after the Effective Time no further Options, Restricted Stock Units or other rights with respect to Common Shares shall be granted or outstanding under the Stock Option Plans or Inducement Grant award agreements.

(2) The Parties acknowledge and agree that in respect of a payment made to a holder of Options who is a resident of Canada or who is employed in Canada (both within the meaning of the Tax Act) in connection with the surrender or cancellation of the Options as described in the Plan of Arrangement: (a) if the deduction under paragraph 110(1)(d) of the Tax Act is otherwise available to such holder of Options, the Corporation shall (i) make an election under subsection 110(1.1) of the Tax Act with respect to the payments made in exchange for the surrender of Options; and (ii) provide evidence in writing of such election to such holder of Options, in the form(s) prescribed in the Tax Act, and (b) no deduction will be claimed in respect of any such payments in respect of which such an election is made in computing the taxable income of the Corporation or any other Person not dealing at arm’s length with the Corporation under the Tax Act.

(3) As soon as practicable following the date of this Agreement, the Board (or, if applicable, any committee thereof administering the Employee Share Purchase Plan) shall pass such resolutions and take all actions necessary with respect to the Employee Share Purchase Plan to provide that (a) no Offering (as defined in the Employee Share Purchase Plan) shall commence or be extended following the date of this Agreement, (b) for each Offering that would otherwise have an Exercise Date (as defined in the Employee Share Purchase Plan) that occurs following the anticipated Effective Time, (i) such Exercise Date shall instead occur no later than seven (7) Business Days prior to the anticipated Effective Time, and (ii) each Employee Share Purchase Plan participant’s accumulated contributions under the Employee Share Purchase Plan shall be used to purchase Common Shares in accordance with the Employee Share Purchase Plan as of such Exercise Date, (c) the applicable purchase price for Common Shares (as a percentage of the fair market value of Common Shares) shall not be decreased below the levels set forth in the Employee Share Purchase Plan as of the date of this Agreement, (d) no participant in the Employee Share Purchase Plan may increase his or her rate of payroll deductions used to purchase Common Shares under the Employee Share Purchase Plan after the date of this Agreement (provided that, for the avoidance of doubt, participants shall be entitled to withdraw from the Employee Share Purchase Plan in accordance with the terms of the Employee Share Purchase Plan as in effect as of the date of this Agreement), (e) only participants in the Employee Share Purchase Plan as of the date of this Agreement may continue to participate in the Employee Share Purchase Plan after the date of this Agreement, and (f) the Employee Share Purchase Plan shall terminate in its entirety as of the Effective Time and no further rights shall be granted or exercised under the Employee Share Purchase Plan thereafter.

(4) The Corporation shall take all reasonable steps as may be necessary or desirable to facilitate the exchange, surrender, settlement, termination and/or cancellation of all outstanding Warrants, including delivering any notices required under the terms of any outstanding Warrants to the holders thereof not less than seven (7) Business Days prior to the Effective Time. The Parties acknowledge and agree that all Warrants that are not exchanged, surrendered settled, terminated and/or cancelled in accordance with their terms, whether conditionally or otherwise, prior to the Effective Time and that remain outstanding immediately prior to the Effective Time will be dealt with in the manner set forth in Section 3.1(a) of the Plan of Arrangement.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Corporation.

(1) Except as disclosed in (a) the Corporation Disclosure Letter or (b) other than with respect to Sections 1 [Corporate Existence and Power], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 4 [Governmental Authorization], 5 [Non-Contravention], 6 [Capitalization], 8 [Shareholders’ and Similar Agreements], 9 [Canadian Securities Laws Matters], 10 [U.S. Securities Laws Matters], 11 [Financial Statements] and 43 [Financial Advisors], the Corporation’s Public Disclosure Record (excluding from the Corporation’s Public Disclosure Record all risk factor disclosures, disclosures about market risk, or other cautionary, predictive or forward-looking disclosures contained therein that do not merely state specific historical events or circumstances affecting the Corporation), the Corporation makes the representations and warranties to the Parent and the Purchaser as set forth on Schedule C hereto and acknowledges and agrees that the Parent and the Purchaser are relying upon such representations and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement.

(2) Except for the representations and warranties set forth in this Agreement including the related disclosures in the Corporation Disclosure Letter, neither the Corporation nor any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Corporation in connection with the transactions contemplated by this Agreement.

(3) The representations and warranties of the Corporation contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated at the Effective Time.

(4) Contemporaneously with the execution and delivery of this Agreement, the Corporation is delivering to the Parent and the Purchaser the Corporation Disclosure Letter required to be delivered pursuant to this Agreement, which sets out the disclosures, exceptions and exclusions contemplated or permitted by this Agreement, including certain exceptions and exclusions to the representations and warranties and covenants of the Corporation contained in this Agreement. If a matter is set out, disclosed, listed, described or reflected in a particular section of the Corporation Disclosure Letter, it is deemed to have been sufficiently disclosed to the Parties if (i) such matter is described in that particular section of the Corporation Disclosure Letter, (ii) there is, in that particular section, a specific cross-reference to another section of the Corporation Disclosure Letter, or (iii) such matter is disclosed in another section of the Corporation Disclosure Letter, provided that the relevance of such matter to items that are the subject of the representation or warranty in this Agreement corresponding to that particular section is reasonably apparent on the face of such disclosure.

Section 3.2 Representations and Warranties of the Parent and the Purchaser.

(1) The Parent and the Purchaser make the representations and warranties to the Corporation as set forth on Schedule D hereto and acknowledge and agree that the Corporation is relying upon such representations and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement.

(2) Except for the representations and warranties set forth in this Agreement, neither the Parent, the Purchaser, nor any other Person has made, or makes any other, express or implied representation or warranty, either written or oral, on behalf of the Parent or the Purchaser in connection with the transactions contemplated by this Agreement.

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(3) The representations and warranties of the Parent and the Purchaser contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated at the Effective Time.

ARTICLE 4

COVENANTS

Section 4.1 Conduct of Business of the Corporation.

(1) The Corporation covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is validly terminated in accordance with its terms (such period, the Interim Period), the Corporation shall, and shall cause its Subsidiaries to, (a) to conduct its business in the Ordinary Course and (b) use commercially reasonable efforts to maintain and preserve the current business organization, goodwill, assets and properties of the Corporation and its Subsidiaries, keep available the services of the Corporation Employees and maintain its relationships with the Corporation Employees, and maintain good relationships with suppliers, customers, landlords, creditors, distributors, joint venture partners and all other Persons having business relationships with the Corporation or its Subsidiaries, except, in each case, (i) as required by applicable Law, (ii) as required or expressly permitted by this Agreement, (iii) as set forth in Section 4.1(1) of the Corporation Disclosure Letter, or (iv) with the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

(2) Except (w) as required by applicable Law, (x) as required or expressly permitted by this Agreement, (y) as set forth in Section 4.1(2) of the Corporation Disclosure Letter, or (z) with the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the Interim Period, the Corporation shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

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(3) The Corporation covenants and agrees that, during the Interim Period, the Corporation shall, and shall cause its Subsidiaries to, in each case to the extent reasonably practicable and permitted under applicable Law:

(4) Nothing in this Section 4.1 or elsewhere in this Agreement (a) is intended to or shall result in the Parent exercising material influence over the operations of the Corporation or its Subsidiaries prior to the Effective Date, or (b) shall be interpreted in such a way as to place either of the Parent or the Corporation in violation of any applicable Law. Each of the Parent and the Corporation shall exercise, consistent with, and unless otherwise set forth in, the terms and conditions of this Agreement, complete control and supervision over its respective operations and the operations of its respective Subsidiaries.

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Section 4.2 Covenants of the Corporation Regarding the Arrangement.

(1) The Corporation shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by the Corporation or its Subsidiaries under this Agreement, reasonably cooperate with the Parent in connection therewith, and use its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to perform all such other actions as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Corporation shall, and shall cause its Subsidiaries to:

(2) The Corporation shall promptly notify the Parent of:

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(3) The Parent’s receipt of information pursuant to Section 4.2(2) or otherwise shall not operate as a waiver (including with respect to Article 6) or otherwise diminish the scope of, or otherwise affect any representation, warranty or covenant made by the Corporation in this Agreement.

Section 4.3 Covenants of the Parent Relating to the Arrangement.

(1) The Parent shall perform all obligations required to be performed by it under this Agreement, cooperate with the Corporation in connection therewith, and shall use its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to perform all such other actions as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Parent shall:

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(2) The Parent shall promptly notify the Corporation of:

(3) The Corporation’s receipt of information pursuant to Section 4.3(1)(d) or otherwise shall not operate as a waiver (including with respect to Article 6) or otherwise diminish the scope of, or otherwise affect any representation, warranty or covenant made by the Parent in this Agreement.

Section 4.4 Regulatory Approvals

(1) Without limiting the generality of the foregoing, with respect to the Regulatory Approvals:

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(2) Notwithstanding any other requirement in this Section 4.4, where a Party (a Disclosing Party) is required under this Section 4.4 to provide information to the other Party (a Receiving Party) that the Disclosing Party deems to be competitively sensitive information or otherwise reasonably determines in respect thereof that disclosure should be restricted, the Disclosing Party may restrict the provision of such competitively sensitive and other restricted information only to antitrust counsel of the Receiving Party, provided that the Disclosing Party also provides to the Receiving Party upon request of the Receiving Party a redacted version of such information which does not contain any such competitively sensitive or other restricted information.

(3) Neither Party shall (a) extend any waiting period under the Competition Act, the HSR Act or any applicable antitrust or foreign investment regulation; or (b) enter into agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement, except, in each case, with the prior consent of the other Party hereto (which consent shall not be unreasonably withheld, conditioned or delayed).

(4) The Parent and the Corporation shall use reasonable best efforts to obtain the Key Regulatory Approvals and permit the consummation of the transactions contemplated herein prior to the Outside Date. Notwithstanding the foregoing or anything to the contrary in this Agreement, reasonable best efforts shall not obligate the Parent or any of its affiliates, including the Purchaser to, and without the prior written consent of the Parent, neither the Corporation nor any of its affiliates shall: (a) undertake or enter into agreements or agree to the entry of an order or decree with any Governmental Entity; (b) commit to sell or dispose of, or hold separate or agree to sell or otherwise dispose of, assets, categories of assets or businesses of the Corporation, the Parent or any of their respective affiliates; (c) commit to terminate, amend or replace any existing relationships or contractual rights and obligations of the Corporation, the Parent or any of their respective affiliates; (d) terminate any relevant venture or other arrangement of the Corporation, the Parent or any of their respective affiliates; (e) effectuate any other change or restructuring of the Corporation, the Parent or any of their respective affiliates; (f) contest or resist any Action under any antitrust, competition or similar Law or have vacated, lifted, reversed or overturned any injunction or other judgment, order or decree that may result from such Action, whether temporary, preliminary or permanent; or (g) commit to provide prior notice or seek prior approval from any Governmental Entity of any future transaction.

(5) Each Party shall bear its own costs of preparing its own pre-merger notifications and similar filings and notices in other jurisdictions and related expenses incurred to obtain all Regulatory Approvals, including HSR Approval and Competition Act Approval. The Parent shall be responsible for payment of the applicable filing fees associated with such Regulatory Approvals.

Section 4.5 Access to Information; Confidentiality.

(1) During the Interim Period, subject to applicable Laws and the Confidentiality Agreement, the Corporation shall, and shall cause its Subsidiaries to give to the Parent, its affiliates and its Representatives, upon reasonable notice and at Parent’s expense, reasonable access to its and its Subsidiaries personnel, assets, properties, Books and Records, Contracts and financial and operating data or other information with respect to the personnel, assets or business of the Corporation or its Subsidiaries as the Parent or its Representatives may from time to time reasonably request in connection with strategic and integration planning, confirmatory due diligence, or for any other reasons reasonably relating to the transactions contemplated herein; provided, however, that the Corporation shall not be required to permit any access, or to disclose any information, that in the reasonable judgment of the Corporation would: (a) result in the disclosure of any trade secrets of third parties; (b) violate any obligation of the Corporation or its Subsidiaries with respect to confidentiality, non-disclosure or privacy; (c) jeopardize protections afforded to the Corporation or any of its Subsidiaries under the attorney-client privilege or the attorney work product doctrine (so long as the Corporation has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto); or (d) unduly interfere with the conduct of the business of the Corporation or its Subsidiaries; provided that the Corporation shall (i) give notice to the Parent of the fact that it is withholding such access or information and (ii) use its reasonable best efforts to design and implement alternative access or disclosure

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arrangements to enable the Parent and its Representatives to evaluate any such information. The Corporation shall continue to afford the Parent and its Representatives access to the Data Room during the Interim Period. Notwithstanding anything herein to the contrary, the Purchaser shall not, and shall cause its affiliates and Representatives not to, contact any known non-officer employee, partner, licensor, licensee, customer, vendor, or supplier or other Persons having business relations with the Corporation or any of its Subsidiaries in connection with this Agreement and the Arrangement without the Corporation’s prior written consent, and the Purchaser acknowledges and agrees that any such contact shall be arranged by and with a representative of the Corporation participating.

(2) Investigations made by or on behalf of the Parent, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Corporation in this Agreement.

Section 4.6 Disclosed Canadian Personal Information

(1) With respect to any Personal Information in the control of the Corporation or any of its Subsidiaries prior to Closing that is disclosed to the Parent or the Purchaser in connection with this Agreement and that is governed by applicable Canadian privacy Laws (the Disclosed Canadian Personal Information) prior to Closing, the Parent and the Purchaser shall (i) not collect, use or disclose the Disclosed Canadian Personal Information for any purposes other than those related to determining if it shall proceed with the transactions contemplated by this Agreement, the performance of this Agreement, or the consummation of the transactions contemplated by this Agreement, and (ii) protect the confidentiality of the Disclosed Canadian Personal Information in a manner consistent with security safeguards appropriate to the sensitivity of the information.

(2) Following Closing, the Parties: (i) shall not collect, use or disclose the Disclosed Canadian Personal Information for any purposes other than the purposes for which the information was initially collected, used or disclosed, or for which additional consent was or is obtained) or as otherwise permitted or required by applicable Laws; (ii) shall protect the confidentiality of all Disclosed Canadian Personal Information in a manner consistent with security safeguards appropriate to the sensitivity of the information; and (iii) shall give effect to any withdrawal of consent with respect to the Disclosed Canadian Personal Information.

(3) If the transactions contemplated by this Agreement do not proceed, the Parent and the Purchaser shall return to the Corporation or, at the Corporation’s request, destroy in a secure manner, the Disclosed Canadian Personal Information (and any copies) within a reasonable period of time.

Section 4.7 Public Communications.

(1) Except as otherwise contemplated herein, a Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and no Party shall make any filing with any Governmental Entity (other than as contemplated in Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable Laws) with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by applicable Law with respect to the Arrangement or this Agreement shall, to the extent legally permissible, use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity for it and its legal counsel to review or comment on the disclosure or filing (other than with respect to confidential information of the disclosing Party contained in such disclosure or filing). The Party making such disclosure required by applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. The Parties shall cooperate in the preparation of presentations, if any, to Securityholders regarding the Arrangement. Notwithstanding anything to the contrary herein, but subject to Article 5, the Corporation shall have no obligation to consult with the Parent prior to making any disclosure related to an Acquisition Proposal or a Change in Recommendation.

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(2) Without limiting the generality of the foregoing and for greater certainty, the Parent acknowledges and agrees that the Corporation shall file, after providing reasonable prior written notice to the Parent, in accordance with Securities Laws, the Circular and this Agreement, together with a report related thereto, under the Corporation’s profile on each of EDGAR and SEDAR.

Section 4.8 Notice and Cure Provisions.

(1) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts that would, or would be reasonably expected to:

(2) Notification provided under this Section 4.8 will not be deemed to cure any breach of or otherwise affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

(3) The Parent shall not be permitted to exercise its right to terminate this Agreement pursuant to Section 7.2(4)(a) and the Corporation shall not be permitted to exercise its right to terminate this Agreement pursuant to Section 7.2(3)(a), unless the Party seeking to terminate this Agreement (the Terminating Party) has delivered a written notice (a Termination Notice) to the other Party (the Breaching Party) specifying in reasonable detail all breaches of covenants, or incorrect or inaccurate representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right if such matter has been cured prior to the earlier of (a) the Outside Date, and (b) the date that is twenty (20) Business Days following receipt of such Termination Notice by the Breaching Party.

Section 4.9 Insurance and Indemnification.

(1) Prior to the Effective Date, the Corporation shall purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Corporation and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, and the Parent shall, or shall cause the Corporation and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that none of the Parent, the Purchaser or any of their respective affiliates shall be required to pay any amounts in respect of such coverage prior to the Effective Time; and provided further that the aggregate cost of such policies shall not exceed 300% of the aggregate annual premium for policies currently maintained by the Corporation and its Subsidiaries as set forth in Section 4.9 of the Corporation Disclosure Letter.

(2) The Parent shall cause the Corporation and its Subsidiaries to (a) honour all rights to indemnification or exculpation in favour of present and former officers and directors of the Corporation and its Subsidiaries to the extent that they are (i) now existing and contained in their Constating Documents or (ii) disclosed in the Corporation Disclosure Letter, and (b) acknowledge that such rights, to the extent that they are contained in their Constating Documents or disclosed in the Corporation Disclosure Letter, shall not be amended or rescinded in a manner adverse to the applicable officer or director and shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms, in each case, for a period of not less than six (6) years from the Effective Date.

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(3) If Parent, the Corporation or any of its Subsidiaries, or any of their respective successors or assigns (i) consolidates or amalgamates with or merges or liquidates into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that any such successor and assign shall assume the obligations set forth in this Section 4.9.

(4) This Section 4.9 shall survive the consummation of the Arrangement and is intended to be for the benefit of, and shall be enforceable by, the present and former directors and officers of the Corporation and its Subsidiaries and their respective heirs, executors, administrators and personal representatives (the Indemnified Persons) and shall be binding on the Parent, the Corporation, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Corporation hereby confirms that it is acting as agent on behalf of the Indemnified Persons.

Section 4.10 NASDAQ De-Listing.

Subject to applicable Laws, the Parent and the Corporation shall use their commercially reasonable efforts to cause the Common Shares to be delisted from NASDAQ and de-registered under the Exchange Act, with effect as soon as reasonably practicable following the Effective Date.

Section 4.11 Rule 16b-3 Matters.

Prior to the Effective Time, the Corporation will take all such actions as may be reasonably necessary or advisable (to the extent permitted under Law and no-action letters issued by the SEC) to cause any dispositions of Common Shares and derivative securities with respect to any such Common Shares resulting from the transactions contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Corporation immediately prior to the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by Law.

Section 4.12 Section 338(g) Election.

The Parent and the Corporation shall cooperate fully prior to the Effective Date, as and to the extent reasonably requested by the other party, to determine whether any elections under Section 338(g) of the Code (or any similar provision under state, local or non-U.S. Law) will be made with respect to the acquisition of the Corporation and its Subsidiaries pursuant to this Agreement, provided that (i) no such election shall be made by the Parent (or any of its affiliates) if the Corporation reasonably determines, in consultation with its accountants, that such election would be likely to be materially adverse to the Shareholders or the Corporation and (ii) if such election is made by the Parent or any of its affiliates, the Parent shall submit a draft of each such election to the Corporation for review and approval (not to be unreasonably conditioned, delayed or withheld) no later than ten (10) Business Days prior to Effective Date. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, if the Corporation has not provided consent to the filing of an election under Section 338(g) of the Code pursuant to this Section 4.12 prior to the Effective Date, no such election shall be made with respect to the transactions contemplated by this Agreement.

Section 4.13 Director Resignations.

Prior to the Effective Time, unless otherwise directed by the Parent, the Corporation will use commercially reasonable efforts to cause each director of the Corporation and each of its Subsidiaries to execute and deliver a letter effectuating such director’s resignation, effective as of the Effective Time, as a director of the Corporation or such Subsidiary, as applicable.

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Section 4.14 Termination of Employee Plans.

If directed by the Parent in writing at least ten (10) Business Days prior to the Effective Time, the Corporation or its Subsidiaries shall (a) terminate any and all Employee Plans intended to be qualified under Section 401(a) of the Code, effective not later than the Business Day immediately preceding the Effective Time and (b) make all employee and employer contributions to such Employee Plans on behalf of all participants under such Employee Plans for all periods of service prior to the Effective Date, including such contributions that would have been made on behalf of such participants had the transactions contemplated by this Agreement not occurred. In the event that the Parent requests that any such Employee Plan be terminated, the Corporation or its Subsidiaries shall provide the Parent with evidence that such Employee Plans have been terminated (the form and substance of which shall be subject to review and reasonable approval by the Parent).

Section 4.15 Qualified Electing Fund Election.

Within ninety (90) days after the end of the taxable year of the Corporation which includes the Effective Date, the Parent shall, in consultation with its accountants, use commercially reasonable efforts to (a) determine whether the Corporation is a “passive foreign investment company” as defined in Section 1297(a) of the Code (a PFIC) with respect to such taxable year, (b) determine the PFIC status of any Subsidiaries of the Corporation with respect to such taxable year, (c) make such PFIC determinations available to the shareholders of the Corporation electronically (including by posting such information on an investor relations tab of the Parent’s ultimate parent’s website), and (d) provide a PFIC Annual Information Statement to allow existing Shareholders (or their direct or indirect beneficial owners) to make an election to treat the Corporation or any of its Subsidiaries as a “qualified electing fund” under Section 1295 of the Code.

Section 4.16 Employee Matters.

(1) For the period commencing at the Effective Time and ending twelve (12) months after the Effective Time (or the date the applicable Continuing Employee’s employment terminates, if sooner), the Parent agrees to, or cause its applicable affiliate to, provide each Corporation Employee who remains employed or is employed by the Parent, the Corporation or their respective affiliates after the Effective Time (each, a Continuing Employee) (a) an annual base salary or wage rate, as applicable, and an annual target cash incentive opportunity that are, taken as a whole, no less favourable in the aggregate to the annual base salary or wage rate, as applicable, and annual target cash incentive opportunity provided to such Continuing Employee immediately prior to the Effective Time; (b) retirement and health and welfare benefits at levels that are, taken as a whole, substantially comparable in the aggregate to either (i) those in effect for the Continuing Employee immediately prior to the Effective Time or (ii) those provided to similarly situated employees of the Parent or its affiliates in the same jurisdiction as such Continuing Employee (excluding for all purposes of this Section 4.16, severance, defined benefit pension, post-retirement medical, nonqualified deferred, equity or equity-based (including with respect to the Employee Share Purchase Plan), long-term incentive, retention, change in control and other special or non-recurring compensation or benefits). In addition, the Parent shall assume liability for, honor and comply with, and shall cause the Corporation and their respective affiliates to assume liability for, honor and comply with all Employee Plans applicable to Continuing Employees and in effect immediately prior to the Effective Time in accordance with their terms, including all severance, change in control and separation pay plans, agreements, policies and arrangements and employment agreements set forth on Section 23(a) of the Corporation Disclosure Letter and provide the severance payments and benefits required thereunder to any applicable Continuing Employee that experiences a qualifying termination of employment pursuant to the terms thereunder following the Effective Time (it being understood that this Section 4.16(1) shall not be deemed to prohibit the Parent from amending, modifying, replacing or terminating such Employee Plans in accordance with their respective terms).

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(2) The Parent or its applicable affiliate will treat, and cause the applicable benefit plans to treat, the service of the Continuing Employees with the Corporation or any of its Subsidiaries or any affiliate of the Corporation attributable to any period before the Effective Time as service rendered to the Parent or any affiliate of the Parent for purposes of eligibility to participate, vesting and benefit accrual under the vacation policy, severance, health or welfare plan(s) and defined contribution plans maintained by the Parent or any of its affiliates, in each case, in which the applicable Continuing Employee participates and which are analogous to Employee Plans the applicable Continuing Employee participated in as of immediately prior to the Effective Time, except where credit would result in duplication of benefits (and, for the avoidance of doubt, except under any pension plan that is not a defined contribution plan or any retiree medical program or other retiree welfare benefit program); provided that the Corporation has made available to the Parent such information as is reasonably requested by the Parent to satisfy its obligations under this Section 4.16(2). Without limiting the foregoing, to the extent that any Continuing Employee participates in any health or other group welfare benefit plan of the Parent or any of its affiliates following the Effective Time, the Parent or its applicable affiliate shall use commercially reasonable efforts to cause (A) any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of the Parent to be waived with respect to the Continuing Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Continuing Employee participated immediately prior to the Effective Time, and (B) any amounts paid by a Continuing Employee under any of the Corporation’s health plans in the plan year in which the Effective Time occurs to be credited towards deductibles under the health plans of the Parent or any of its affiliates to the extent that such amounts were recognized prior to the Effective Time under the analogous Employee Plan; provided that the Corporation has made available to the Parent such information as is reasonably requested by the Parent to satisfy its obligations under this Section 4.16(2).

(3) Nothing in this Section 4.16 or elsewhere in this Agreement is intended nor shall be construed to (i) be treated as an amendment to, or the establishment of, any particular Employee Plan or other compensation or benefit plan, program, policy, agreement or arrangement, (ii) prevent the Parent or any of its affiliates (including, following the Effective Time, the Corporation and its Subsidiaries) from amending or terminating any Employee Plan or other compensation or benefit plan, program, policy, agreement or arrangement, in accordance with applicable Law, (iii) create a right in any employee to employment with the Parent, the Corporation or any of their respective affiliates, or (iv) create any third-party beneficiary rights in any Person with respect to the compensation, terms and conditions of employment and/or benefits that may be provided to any Continuing Employee or other service provider by the Parent, the Corporation or any of their respective affiliates or under any benefit plan which the Parent, the Corporation or any of their respective affiliates may maintain.

Section 4.17 Guarantee of the Parent.

The Parent hereby unconditionally and irrevocably guarantees in favour of the Corporation the due and punctual payment and performance by the Purchaser of each and every obligation of Purchaser hereunder, including the payment of the Consideration payable to Securityholders and the obligations to the Indemnified Persons, in each case in accordance with the terms of and subject to the conditions set forth this Agreement and the Plan of Arrangement. The Parent agrees to cause the Purchaser to comply with all of such Person’s obligations under or relating to this Agreement and the Plan of Arrangement and the transactions contemplated hereby and thereby. The Parent hereby agrees that the Corporation shall not have to proceed first against the Purchaser for such performance before exercising its rights under this guarantee against the Parent and the Parent agrees to be jointly and severally liable with the Purchaser for all such guaranteed obligations as if it were the principal obligor of such obligations.

Section 4.18 Debt Payoff.

The Corporation shall deliver to the Parent at least one (1) Business Day prior to the Effective Time, an executed customary payoff letter and lien terminations with respect to the Existing Credit Agreement, in each case, in form and substance reasonably acceptable to the Parent, subject to receipt by the Lenders (as defined in the Existing Credit Agreement) of the applicable payoff amount, for the release of all liens related to, and the prepayment, payoff, discharge and termination in full of all obligations outstanding under the Existing Credit Agreement (other than claims that expressly survive termination of the Existing Credit Agreement) (it being understood that the Corporation shall provide a draft of the payoff letter to the Parent at least three (3) Business Days prior to the Effective Time) subject to the occurrence of the Effective Time.

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Section 4.19 CVR Agreement.

At or prior to the Effective Time, each of the Parent and the Purchaser shall authorize and duly adopt, execute and deliver, and will ensure that a duly qualified Rights Agent executes and delivers, the CVR Agreement, subject to any reasonable revisions to the CVR Agreement that are requested by such Rights Agent; provided, that such revisions are not, individually or in the aggregate, detrimental or adverse, taken as a whole, to any holder of a CVR. The Parent, the Purchaser and the Corporation shall reasonably cooperate, including by making any changes to the form of CVR Agreement, as necessary to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws or any applicable foreign securities laws.

Section 4.20 Pre-Closing Reorganization.

(1) The Corporation and each of its Subsidiaries agrees that, upon request of the Parent, the Corporation and its Subsidiaries, as applicable, shall use commercially reasonable efforts to perform such reorganizations of their respective corporate structure, capital structure, business, operations and assets or such other transactions as the Parent may request, acting reasonably, including the formation of a new Subsidiary and using commercially reasonable efforts to make advance preparations with CNSC to approve the transfer of any licenses as required for the ongoing functioning of the business following the Interim Period and as required in connection with any of the foregoing reorganizations or similar reorganizations, whether intended to occur before or after the Effective Date (the reorganizations and other transactions set forth in the immediately foregoing clause, each, a Pre-Closing Reorganization), and cooperate with the Parent and its advisors to determine the nature of the Pre-Closing Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. For greater certainty, the completion of any Pre-Closing Reorganization shall not be a condition to the completion of the Arrangement.

(2) Neither the Corporation nor any of its Subsidiaries will be obligated to participate in any Pre-Closing Reorganization under Section 4.20(1), unless such Pre-Closing Reorganization:

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(3) The Parent agrees that it will be responsible for all reasonable out-of-pocket Corporation costs and expenses (including reasonable out-of-pocket professional fees and expenses) in connection with any Pre-Closing Reorganization to be carried out at its request. Parent shall, promptly upon request by the Corporation, reimburse the Corporation for all reasonable, documented and invoiced out-of-pocket costs actually incurred by the Corporation or its Subsidiaries in connection with performing any obligations under this Section 4.20.

(4) The Parent agrees that it will be responsible to prepare, prior to the Effective Time, all documentation necessary to give effect to any Pre-Closing Reorganization. Upon request by the Corporation, the Parent agrees that it will promptly provide the Corporation with the documentation necessary to give effect to any Pre-Closing Reorganization before the Effective Time.

(5) Each Party agrees that any transactions in connection with the Pre-Closing Reorganization or the Corporation’s cooperation contemplated by this Section 4.20, will not be considered in determining whether a representation, warranty or covenant of the Corporation or the Subsidiary undertaking such Pre-Closing Reorganization under this Agreement or the Plan of Arrangement has been breached (including where any such Pre-Closing Reorganization requires the consent of any third party under a Contract).

(6) If the Plan of Arrangement is not completed, the Parent shall indemnify and hold harmless the Corporation, its Subsidiaries and their respective officers, directors and employees (to the extent such persons are assessed with any statutory liability) for all direct and indirect costs or losses, liabilities, damages, claims, interest awards, judgements and penalties and out-of-pocket costs and expenses (including any professional fees and expenses and taxes) actually incurred or suffered by the Corporation, its Subsidiaries and their respective officers, directors and employees, in connection with, arising from or as a result of effecting all or any part of or the reversal or unwinding of any Pre-Closing Reorganization.

(7) Notwithstanding anything to the contrary in this Section 4.20, the rights and obligations in this Section 4.20 shall not override the rights and obligations of the parties under Section 4.12.

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1 Non-Solicitation.

(1) Except as expressly provided in this Article 5, the Corporation shall not, and shall cause its Subsidiaries and its and their respective Representatives not to, directly or indirectly:

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(2) The Corporation shall, and shall cause its Subsidiaries and their respective Representatives to, immediately cease and cause to be terminated any solicitation, knowing encouragement, discussion, negotiation or other activities with any Person (other than the Parent, the Purchaser and their respective Representatives) with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal and, in connection therewith, the Corporation shall:

(3) The Corporation covenants and agrees that neither the Corporation nor any of its Subsidiaries nor any of their respective Representatives will, without the prior written consent of Parent, release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting the Corporation, or any of its Subsidiaries, under any such standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which the Corporation or any of its Subsidiaries is a party; provided that, prior to obtaining the Required Shareholder Approval at the Meeting, the Corporation shall not be required to enforce, and shall be permitted to waive, any provision of any such agreement that prohibits or purports to prohibit the submission or making of a confidential Acquisition Proposal to the Board if the Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties under applicable Law.

(4) Nothing contained in this Article 5 or elsewhere in this Agreement shall prohibit (a) the Board from responding to an Acquisition Proposal to the extent required under the Securities Laws, or from issuing a customary “stop, look and listen” statement pending disclosure thereunder (or any substantially similar communication under applicable Securities Laws), or disclosing to the Shareholders any factual information regarding the business, financial condition or results of operations of the Corporation or the fact that an Acquisition Proposal has been made, the identity of the party making such Acquisition Proposal or the material terms of such Acquisition Proposal, in each case, if the Board determines in good faith, after

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consultation with outside legal counsel, that the failure to do so would constitute a violation of applicable Securities Laws or be inconsistent with its fiduciary duties under appliable Law (it being understood that nothing in the foregoing shall be deemed to permit the Corporation or the Board to make a Change in Recommendation other than in accordance with Section 5.4(4)) or (b) the Corporation or its Representatives from communicating with any Person (or the Representatives of such Person) solely for purposes of clarifying the terms of any proposal and advising such Person of the restrictions of this Agreement.

Section 5.2 Notification of Acquisition Proposals.

(1) If after the date of this Agreement the Corporation or any of its Subsidiaries or any of their respective Representatives receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Corporation or any of its Subsidiaries, including information, access or disclosure relating to the assets, properties, facilities, books and records of the Corporation or any of its Subsidiaries, the Corporation shall promptly notify the Parent, at first orally, and then (and in any event within twenty four (24) hours or, if first received on a Saturday, within forty-eight (48) hours, following receipt) in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including the terms and conditions thereof and the identity of the Person making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Parent with unredacted copies of all documents, substantive correspondence and other materials received from or on behalf of such Person.

(2) The Corporation shall keep the Parent fully informed on a current basis of the status of developments and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to Parent unredacted copies of all substantive correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a reasonable description of the material terms of such correspondence and documents sent or communicated to the Corporation by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or request (or by or on behalf of the Corporation to any such Person).

Section 5.3 Responding to an Acquisition Proposal.

(1) Notwithstanding Section 5.1, if at any time following the date of this Agreement and prior to obtaining the Required Shareholder Approval at the Meeting, the Corporation receives an unsolicited bona fide written Acquisition Proposal, the Corporation may engage in or participate in discussions or negotiations with the relevant Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information relating to the assets, properties, facilities, books and records of the Corporation or any of its Subsidiaries (in each case pursuant to the confidentiality and standstill agreement referred to in Section 5.3(1)(c)), if and only if:

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Section 5.4 Right to Match.

(1) If at any time following the date of this Agreement and prior to obtaining the Required Shareholder Approval at the Meeting, the Corporation receives an unsolicited bona fide written Acquisition Proposal that constitutes a Superior Proposal, the Board may authorize the Corporation to make a Change in Recommendation or enter into a definitive agreement with respect to such Acquisition Proposal, if and only if:

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(2) During the Matching Period, or such longer period as the Corporation may approve in writing for such purpose: (a) the Corporation shall negotiate (and direct its Representatives to negotiate) in good faith with the Parent and its Representatives (to the extent the Parent desires to negotiate); and (b) the Parent shall have the right, but not the obligation, to propose revisions to the terms of this Agreement and the Arrangement; and (c) the Board shall review any such proposed revisions to the terms of this Agreement and the Arrangement in good faith in order to determine, in consultation with its financial and outside legal advisors, whether such revisions, if given effect, would cause the Superior Proposal giving rise to the Matching Period to cease to be a Superior Proposal.

(3) Each successive modification to any Acquisition Proposal that results in an increase to, or a modification of, the amount or form of consideration to be received by Shareholders or other amendment to the material terms or conditions thereof shall constitute a new Acquisition Proposal for purposes of the requirements under Section 5.4, and the Parent shall be afforded a new two (2) Business Day Matching Period from the later of the date on which the Parent received the Superior Proposal Notice and the date on which the Parent received all of the materials set forth in Section 5.4(1)(c) above.

(4) Upon the written request of the Parent, the Board shall promptly reaffirm the Board Recommendation by press release (but, on no more than two (2) occasions) after any Acquisition Proposal which is not determined by the Board to be a Superior Proposal is publicly announced or the Board determines that a proposed revision to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than ten (10) Business Days following the formal announcement of such Acquisition Proposal, including a customary “stop-look-and-listen” or similar communication, shall not be considered to be in violation of this Section 5.4(4) provided the Board has re-affirmed the Board Recommendation before the end of such ten (10) Business Day period). The Corporation shall provide the Parent and its outside legal advisors with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Parent and its counsel.

(5) If the Corporation provides a Superior Proposal Notice to the Parent after a date that is less than five (5) Business Days before the Meeting, the Corporation may, and shall if directed by the Parent, postpone or adjourn the Meeting to a date that is not more than ten (10) Business Days after the scheduled date of the Meeting, but in any event to a date that is not less than three (3) Business Days prior to the Outside Date.

Section 5.5 Breach by Subsidiaries and Representatives.

Without limiting the generality of the foregoing, the Corporation shall advise its Subsidiaries and its and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by its Subsidiaries or its or their respective Representatives (acting at the direction or on behalf of the Corporation) shall be deemed to be a breach of this Article 5 by the Corporation.

ARTICLE 6

CONDITIONS

Section 6.1 Mutual Conditions Precedent.

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the written mutual consent of the Parties:

(1) Arrangement Resolution. The Arrangement Resolution shall have been approved and adopted by the Shareholders with the Required Shareholder Approval at the Meeting and in accordance with the Interim Order.

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(2) Interim and Final Order. The Interim Order and the Final Order shall have each been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to either the Corporation or the Parent, each acting reasonably, on appeal or otherwise.

(3) Required Regulatory Approvals. Each of the Key Regulatory Approvals shall have been obtained, and be in full force and effect, and shall not have been rescinded or modified.

(4) Illegality. No applicable Law shall have been enacted, issued or promulgated that remains in effect as of immediately prior to the Effective Time that prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Corporation, the Parent or the Purchaser from consummating the Arrangement. No (a) temporary restraining order, preliminary or permanent injunction or other judgment, order or decree issued by a court of competent jurisdiction shall have been issued and remain in effect or (b) Action shall have been taken by any Governmental Entity of competent jurisdiction, in each case which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Corporation, the Parent or the Purchaser from consummating the Arrangement.

Section 6.2 Additional Conditions Precedent to the Obligations of the Parent and the Purchaser.

The Parent and the Purchaser are not required to consummate and complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Parent and may only be waived (to the extent permitted by Law), in whole or in part, by the Parent in its sole discretion:

(1) Representations and Warranties. (a) The representations and warranties of the Corporation set forth in Sections 1 [Corporate Existence and Power], 2 [Corporate Authorization], 3 [Execution and Binding Obligation], 6 (other than 6(a) and 6(b)) [Capitalization] and the first sentence of Section 43 [Financial Advisors] of Schedule C shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined at and as of that specified date), (b) the representations and warranties of the Corporation set forth in Section 6(a) and 6(b) [Capitalization] of Schedule C shall be true and correct in all respects (other than de minimis inaccuracies) at and as of the date of this Agreement and at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined at and as of that specified date), (c) the representation and warranty of the Corporation set forth in Section 15(c) [Absence of Changes] of Schedule C shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Effective Time, and (d) all other representations and warranties of the Corporation set forth in this Agreement shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined at and as of that specified date), without regard to any materiality or Material Adverse Effect qualifications contained in them, except where the failure or failures of all such representations and warranties to be so true and correct in all respects, individually or in the aggregate, would not have, or reasonably be expected to have, a Material Adverse Effect.

(2) Performance of Covenants. The Corporation shall have fulfilled or complied in all material respects with each of the covenants of the Corporation contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time.

(3) No Material Adverse Effect. Since the date of this Agreement, no Material Adverse Effect shall have occurred and be continuing.

(4) Closing Certificate. The Corporation shall have delivered to the Parent a certificate, dated as of the Effective Date, executed by a senior officer of the Corporation (on behalf of the Corporation without personal liability), certifying the satisfaction of the conditions set forth in Section 6.2(1), Section 6.2(2), and Section 6.2(3).

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Section 6.3 Additional Conditions Precedent to the Obligations of the Corporation.

The Corporation is not required to consummate and complete the Arrangement unless each of the following conditions is satisfied, which conditions are for the exclusive benefit of the Corporation and may only be waived (to the extent permitted by Law), in whole or in part, by the Corporation in its sole discretion:

(1) Representations and Warranties. (a) The representations and warranties of the Purchaser and the Parent set forth in Sections 1 [Parent and Purchaser Organization and Qualification], 2 [Corporate Authorization], 3 [Execution and Binding Obligations] and 8 [Finder’s Fees] of Schedule D shall be true and correct in all material respects at and as of the date of this Agreement and at and as of the Effective Time, and (b) all other representations and warranties of the Purchaser and the Parent set forth in this Agreement shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), without regard to any materiality qualifications contained in them, except where the failure or failures of all such representations and warranties to be so true and correct in all respects, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of the Parent to complete the Arrangement in accordance with the terms of this Agreement.

(2) Performance of Covenants. The Parent shall have fulfilled or complied in all material respects with each of the covenants of the Parent contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time.

(3) Deposit of Consideration. Subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser has deposited or caused to be deposited with the Depositary in escrow in accordance with Section 2.9, the funds required to effect payment in full of the aggregate Consideration to be paid pursuant to the Arrangement; provided that the Purchaser shall not (nor shall any of its affiliates) be required to deposit any funds related to any CVR with the Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement.

(4) Closing Certificate. The Parent shall have delivered to the Corporation a certificate, dated as of the Effective Date, executed by a senior officer of the Parent (on behalf of the Parent without personal liability), certifying the satisfaction of the conditions set forth in Section 6.3(1) and Section 6.3(2).

(5) CVR Agreement. The CVR Agreement shall be in full force and effect.

ARTICLE 7

TERM AND TERMINATION

Section 7.1 Term.

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Section 7.2 Termination.

This Agreement may be terminated prior to the Effective Time by:

(1) the mutual written agreement of the Parties;

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(2) either the Corporation, on the one hand, or the Parent, on the other hand, on written notice to the other Parties if:

(3) the Corporation, on written notice to the Parent if:

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(4) the Parent, on written notice to the Corporation if:

The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

Section 7.3 Termination Fees

(1) Notwithstanding any other provision in this Agreement relating to the payment of fees and expenses, if a Corporation Termination Fee Event occurs, the Corporation shall pay the Parent the Corporation Termination Fee in accordance with Section 7.3(3) as consideration for the disposition of its rights under this Agreement.

(2) For the purposes of this Agreement, the “Corporation Termination Fee Event” means the termination of this Agreement:

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(3) If a Corporation Termination Fee is payable pursuant to Section 7.3(2)(a), the Corporation Termination Fee shall be paid prior to or concurrently with the occurrence of such Corporation Termination Fee Event. If a Corporation Termination Fee is payable pursuant to Section 7.3(2)(b), the Corporation Termination Fee shall be paid within three (3) Business Days following such Corporation Termination Fee Event. If a Corporation Termination Fee is payable pursuant to Section 7.3(2)(c), the Corporation Termination Fee shall be paid upon the earlier of completion or entry into a definitive agreement in respect of the Acquisition Proposal referred to therein. Any Corporation Termination Fee shall be paid by the Corporation to the Parent (or as the Parent may direct by notice in writing) by wire transfer in immediately available funds to an account designated by the Parent.

(4) Notwithstanding any other provision in this Agreement relating to the payment of fees and expenses, if a Parent Termination Fee Event occurs, the Parent shall pay the Corporation the Parent Termination Fee in accordance with Section 7.3(3) as consideration for the disposition of its rights under this Agreement.

(5) For the purposes of this Agreement, the “Parent Termination Fee Event” means the termination of this Agreement (a) pursuant to Section 7.2(2)(b) [Illegality] (solely if the applicable Law, injunction, judgment, order or decree relates to the matters referenced in Section 6.1(3) (other than the Investment Canada Act Approval)) or (b) pursuant to Section 7.2(2)(c) [Occurrence of Outside Date], in each case if at the time of such termination, all of the conditions set forth in Section 6.1 and Section 6.2 have been satisfied (excluding any conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable Party or Parties for whose benefit such conditions exist), other than the conditions set forth in Section 6.1(3) [Required Regulatory Approvals] (but provided that the Investment Canada Act Approval has been obtained) or Section 6.1(4) [Illegality] (in each case, solely as it relates to the matters referenced in Section 6.1(3) (other than the Investment Canada Act Approval)).

(6) If a Parent Termination Fee is payable pursuant to Section 7.3(5), the Parent Termination Fee shall be paid within three (3) Business Days following the occurrence of such Parent Termination Fee Event.

(7) The Parties acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement, and that the amounts set out in this Section 7.3 represent consideration for the disposition of the affected Party’s rights under this Agreement and liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damage and out-of-pocket expenditures, which the Parties, as applicable, will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive.

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(8) Subject to the Parties’ rights to injunctive and other non-monetary equitable relief or specific performance in accordance with Section 8.6 to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement, each Party hereby expressly acknowledges and agrees that, upon any termination of this Agreement under circumstances where the Parent is entitled to the Corporation Termination Fee and such Corporation Termination Fee is paid in full or the Corporation is entitled to the Parent Termination Fee and such Parent Termination Fee is paid in full, the Party receiving such payment shall be precluded from any other remedy against the other Party at Law or in equity or otherwise (including an order for specific performance), and shall not seek to obtain any recovery, judgment or damages of any kind against the other Party or its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives, in connection with this Agreement or the transactions contemplated hereby; provided, however, that this limitation shall not apply in the event of fraud or Wilful breach by the Party making such payment (or any of its Subsidiaries) (which liability therefore shall not be affected by termination of this Agreement or any payment of the Corporation Termination Fee or the Parent Termination Fee, as applicable).

(9) The Corporation shall not be obliged to make more than one Corporation Termination Fee payment pursuant to this Section 7.3. The Parent shall not be obliged to make more than one Parent Termination Fee payment pursuant to this Section 7.3.

Section 7.4 Effect of Termination/Survival.

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect, without liability of any Party (or any Shareholder or Representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination pursuant to Section 7.1 as a result of the Effective Time occurring, Section 4.9 [Insurance and Indemnification] shall survive for a period of six (6) years following such termination; (b) in the event of a termination pursuant to Section 7.2, the provisions of Section 4.4(5) [Competition Act Approval – Costs of Filing], Section 4.4(4) [Access to Information; Confidentiality] (with respect to the application of the Confidentiality Agreement to any information provided thereunder prior to termination), Section 4.17 [Guarantee of Parent], Section 7.3 [Termination Fee], and Article 8 [General Provisions] shall survive termination, and provided further that no Party shall be relieved of any liability for any Wilful breach by it of this Agreement.

ARTICLE 8

GENERAL PROVISIONS

Section 8.1 Amendments.

(1) This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, subject to the Plan of Arrangement, the Interim Order and the Final Order, and any such amendment may:

provided that no such amendment reduces or materially adversely affects the Consideration to be received by Shareholders without approval of the affected Shareholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

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Section 8.2 Expenses.

Except as expressly otherwise provided in this Agreement, all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of the Corporation incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

Section 8.3 Notices.

(1) Other than the oral notice provided for in Section 5.2(1), any notice or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail (provided no “bounce back” or similar message indicating non-delivery is received with respect thereto) and addressed:

AstraZeneca AB

151 85 Södertälje, Sweden

Attention:  SVP Business Development

Email:    [***]

with copies (which shall not constitute notice) to:

Attention:  Deputy General Counsel - Corporate Legal

Email:    [***]

with copies to (which shall not constitute notice):

Freshfields Bruckhaus Deringer US LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Attention:  Sebastian L. Fain; Oliver J. Board

Email:     ***@***, ***@***

and

Blake, Cassels & Graydon LLP

199 Bay Street

Suite 4000

Commerce Court West

Toronto ON M5L 1A0

Attention:  Cheryl Satin, Michael Gans, Markus Viirland

Email:     ***@***, ***@***,

     ***@***

Fusion Pharmaceuticals Inc.

270 Longwood Road South

Hamilton, ON

L8P 0A6 Canada

Attention:  Maria Stahl, Chief Legal Officer

Email:    [***]

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with copies to (which shall not constitute notice):

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

United States

Attention:  Mitchell Bloom, Stuart Cable, Blake Liggio, Amanda Gill

  Email: ***@***, ***@***,

   ***@***, ***@***

and

Osler, Hoskin & Harcourt LLP

100 King Street West

1 First Canadian Place

Suite 6200, P.O. Box 50

Toronto ON M5X 1B8

Attention:  Chad Bayne, Alex Gorka, Brett Anderson

Email:     ***@***, ***@***, ***@***

(2) Any notice or other communication is deemed to be given and received if sent by personal delivery, same day courier or electronic mail, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party’s outside legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to outside legal counsel does not invalidate delivery of that notice or other communication to a Party.

Section 8.4 Time of the Essence.

Time is of the essence in this Agreement.

Section 8.5 Further Assurances.

Subject to the terms and conditions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver, or cause to be executed and delivered, all such further documents and instruments, as the other Parties may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

Section 8.6 Injunctive Relief.

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Subject to Section 7.3(8), it is accordingly agreed that the Parties shall be entitled (without proof of actual damages or otherwise or posting or securing any bond or other security), in addition to any other remedy to which they are entitled to under law or equity, to specific performance of the terms of this Agreement and an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to specifically enforce compliance with the terms of this Agreement. The Corporation, on the one hand, and the Parent and the Purchaser, on the other hand, hereby agree not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by such Party or Parties. Any Party’s pursuit of any injunction or specific performance at any time shall not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which such Party may be entitled, including the right to pursue remedies for liabilities or damages incurred or suffered by a Party in the case of a breach of this Agreement involving fraud or Wilful breach.

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Section 8.7 Third Party Beneficiaries.

(1) Except (a) for the rights of the Securityholders to receive the applicable Consideration following the Effective Time pursuant to the Plan of Arrangement, and (b) as provided in Section 4.9 [Insurance and Indemnification] (and Section 4.17 [Guarantee of the Parent], solely as it relates to Section 4.9) which, without limiting its terms, is intended for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 8.7 as the Indemnified Persons), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(2) Despite the foregoing, each of the Parent and the Purchaser acknowledges to each of the Indemnified Persons his or her direct rights against it under Section 4.9 [Insurance and Indemnification] of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives.

Section 8.8 Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 8.9 Entire Agreement.

This Agreement, including the Schedules hereto, together with the Corporation Disclosure Letter, the CVR Agreement and the Confidentiality Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussions or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 8.10 Successors and Assigns.

(1) This Agreement becomes effective only when executed by the Corporation, the Parent and the Purchaser. After that time, it will be binding upon and inure to the benefit of the Corporation, the Parent, the Purchaser and their respective successors and permitted assigns.

(2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Parties, except that the Parent and/or the Purchaser may assign, in its sole discretion, all or any portion of its rights, interests and obligations under this Agreement to one of its affiliates, but no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligation.

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Section 8.11 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.12 Governing Law.

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Ontario and the Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 8.13 Rules of Construction.

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

Section 8.14 No Liability.

No director or officer of the Parent or the Purchaser, shall have any personal liability whatsoever to the Corporation under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Parent or the Purchaser. No director or officer of the Corporation or any of its Subsidiaries shall have any personal liability whatsoever to the other Parties under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Corporation or any of its Subsidiaries.

Section 8.15 Counterparts.

This Agreement may be executed in any number of counterparts (including counterparts by executed electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties agree that electronic signatures will have the same legal effect as original signatures and that the Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties, and that an electronic, scanned, or duplicate copy of any signatures will be deemed an original and may be used as evidence of execution.

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Execution Version

IN WITNESS WHEREOF the Parties have executed this Agreement.

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Execution Version

SCHEDULE A

PLAN OF ARRANGEMENT

MADE PURSUANT TO SECTION 192 OF

THE CANADA BUSINESS CORPORATIONS ACT

Article 1

Definitions and Interpretation

In this Plan of Arrangement, unless otherwise stated or unless the subject matter or context otherwise requires, the following capitalized terms shall have the following meanings:

Arrangement means the arrangement under Section 192 of the CBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, the Plan of Arrangement and the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Parent, each acting reasonably.

Arrangement Agreement means the arrangement agreement dated March 18, 2024 among the Parent, the Purchaser and the Corporation, together with the schedules and exhibits attached thereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

Arrangement Resolution means the special resolution of the Shareholders approving the Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B attached to the Arrangement Agreement.

Business Day means any day, other than a Saturday, a Sunday or a day on which banks are required or authorized to remain closed in Toronto, Ontario, Canada, New York, New York, United States or London, United Kingdom.

Canadian Incentive Holder means an Incentive Holder who is either a resident of Canada or who is employed in Canada (both within the meaning of the Income Tax Act (Canada)), as reflected in the books and records of the Corporation.

CBCA means the Canada Business Corporations Act, as amended.

Circular means the notice of the Meeting and accompanying proxy statement and management information circular, including all schedules, appendices and exhibits thereto, to be sent or otherwise made available to the Shareholders in connection with the Meeting and to such other Persons as may be required by the Court pursuant to the Interim Order, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement and the Interim Order (once issued).

Common Shares means the common shares in the capital of the Corporation.

Consideration means for each Share, (a) $21.00 in cash per Share (the Cash Consideration) and (b) one CVR, subject to adjustment in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement.

Corporation means Fusion Pharmaceuticals Inc., a corporation formed under the federal laws of Canada.

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Court means the Ontario Superior Court of Justice (Commercial List).

CVR means a CVR, as defined in the CVR Agreement.

CVR Agreement means the contingent value rights agreement to be dated the date of the Effective Date between the Parent, the Purchaser and the Rights Agent, substantially in the form attached hereto as Exhibit A, with such revisions thereto as may be requested by the Rights Agent that are not, individually or in the aggregate, detrimental or adverse, taken as a whole, to any holder of a CVR.

Depositary means Equiniti Trust Company, LLC, in its capacity as depositary for the Arrangement, or such other Person as the Corporation and the Parent agree to engage as depositary for the Arrangement.

Dissent Rights means the right of a Dissenting Shareholder to dissent to the Arrangement Resolution and to be paid the fair market value of the Shares, as the case may be, granted pursuant to the Interim Order, all in accordance with Section 190 of the CBCA (as modified by the Interim Order), the Interim Order and Article 5 of this Plan of Arrangement.

Dissenting Shareholder means a registered Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights as at the Effective Time.

Effective Date means the date on which the Arrangement becomes effective in accordance with this Plan of Arrangement and the Arrangement Agreement.

Effective Time means 12:01 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as the Parent and the Corporation may agree in writing.

Employee Share Purchase Plan means the Fusion Pharmaceuticals Inc. 2020 Employee Share Purchase Plan.

Existing Credit Agreement means that certain Loan and Security Agreement, dated as of April 4, 2022 (as amended by that certain Consent and First Amendment to Loan and Security Agreement, dated as of August 23, 2022, that certain Second Amendment to Loan and Security Agreement, dated as of September 21, 2022, and that certain Third Amendment to Loan and Security Agreement, dated as of March 30, 2023), by and among, inter alia, the Corporation, and Fusion Pharmaceuticals US Inc., a Delaware corporation, as borrowers, and Oxford Finance LLC, a Delaware limited liability company, as collateral agent, and the lenders party thereto from time to time.

Final Order means the final order of the Court approving the Arrangement pursuant to Section 192(4) of the CBCA, as such order may be varied by the Court (with the written consent of both the Corporation and the Parent, each acting reasonably) at any time prior to the Effective Date.

Governmental Entity means (a) any international, multinational, national, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision, agent or authority of any of the foregoing; (c) any quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any Securities Authority or stock exchange, including NASDAQ.

Incentive Holder means a holder of Options and/or Restricted Stock Units.

Inducement Grants means the inducement stock option grants made by the Corporation pursuant to NASDAQ Listing Rule 5635(c)(4) outside of the Stock Option Plans.

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Interim Order means the interim order of the Court pursuant to Section 192(4) of the CBCA in a form acceptable to the Corporation and the Parent, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be varied by the Court with the prior written consent of the Corporation and the Parent, each acting reasonably.

Law means all federal, national, multinational, provincial, state, municipal, regional and local laws (statutory, common or otherwise), constitutions, treaties, conventions, by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, certificates, ordinances, judgments, injunctions, determinations, awards, decrees, legally binding codes or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Entity or self-regulatory authority (including NASDAQ), and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are binding upon or applicable to such Person or its assets.

Letter of Transmittal means the letter of transmittal to be forwarded by the Corporation to Shareholders together with the Circular or such other equivalent form of letter of transmittal acceptable to the Parent acting reasonably.

Lien means any mortgage, charge, pledge, hypothec, security interest, prior claim, assignment, lien (statutory or otherwise), option, right of first refusal or first offer, occupancy rights, or restriction or adverse right or claim, or other third-party interest or encumbrance of any kind.

Meeting means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Parent, acting reasonably and in accordance with the Arrangement Agreement.

Milestone Payment means $3.00 payable pursuant and subject to the CVR Agreement.

NASDAQ means the NASDAQ Stock Market.

Non-Canadian Incentive Holder means any Incentive Holder other than a Canadian Incentive Holder.

Option means an option to purchase Common Shares issued pursuant to any of the Stock Option Plans or Inducement Grants or otherwise.

OSC means the Ontario Securities Commission.

Parent means AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden, having its official seat in Södertälje, Sweden, its registered office address at 151 85 Södertälje, Sweden and registered with the trade register of the Swedish Companies Registration Office under number 556011-7482.

Person includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

Plan of Arrangement means this plan of arrangement and any amendments, modifications, supplements or variations hereto made in accordance with the terms hereof, the terms of the Arrangement Agreement and the Interim Order (once issued) or made at the direction of the Court in the Final Order or otherwise with the prior written consent of the Corporation and the Parent, each acting reasonably.

Purchaser means 15863210 Canada Inc., a corporation formed under the federal laws of Canada.

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Restricted Stock Unit means any restricted stock unit issued pursuant to any of the Stock Option Plans or otherwise.

Rights Agent means Equiniti Trust Company, LLC, in its capacity as rights agent under the CVR Agreement, or such other Person as the Corporation, the Parent and the Purchaser may mutually agree to engage as rights agent under the CVR Agreement.

SEC means the U.S. Securities and Exchange Commission.

Securities means Shares, Warrants and Options.

Securities Authority means the SEC, the OSC and any other applicable securities commission or securities regulatory authority of a province or territory of Canada or state of the United States.

Securityholders means, collectively, the Shareholders, Incentive Holders and Warrant Holders.

Shareholders means the registered or beneficial holders of the Shares, as the context requires.

Shares means the Common Shares.

Stock Option Plans means the Fusion Pharmaceuticals Inc. 2020 Stock Option and Incentive Plan and the Fusion Pharmaceuticals Inc. 2017 Equity Incentive Plan.

Underwater Option has the meaning specified in Section 3.1(c).

Warrant means a warrant issued in connection with the Existing Credit Agreement by the Corporation to purchase or acquire Common Shares.

Warrant Holders means registered or beneficial holders of Warrants, as the context requires.

Warrant Letter of Transmittal means the letter of transmittal to be forwarded by the Corporation to Warrant Holders together with the Circular or such other equivalent form of letter of transmittal acceptable to the Parent acting reasonably.

Any capitalized terms used by not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the Arrangement Agreement and not otherwise defined herein shall have the same meaning herein as in the Arrangement Agreement unless the context otherwise requires.

For the purposes of this Plan of Arrangement:

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This Plan of Arrangement shall be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein. All questions as to the interpretation or application of this Plan of Arrangement and all proceedings taken in connection with this Plan of Arrangement and its provisions shall be subject to the jurisdiction of the Court.

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in, and all payments provided for herein shall be made in, United States Dollars.

If the date on which any action is required to be taken hereunder by a Person is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

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Time shall be of the essence in this Plan of Arrangement.

Article 2

Effect of the Arrangement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein. If there are any inconsistencies or conflict between this Plan of Arrangement and the Arrangement Agreement, the terms of this Plan of Arrangement shall govern.

The Arrangement shall become effective in the sequence described in Section 3.1 from and after the Effective Time and, without further act or formality shall be binding on and inure to the benefit of the Corporation, the Parent, the Purchaser, all registered and beneficial Securityholders, the registrar and transfer agent of the Corporation, the Depositary, the Rights Agent and all other Persons as provided for herein, or subject to, this Plan of Arrangement and their respective successors and assigns and their respective heirs, executors, administrators and other legal representatives, successors and assigns.

Article 3

Arrangement

Commencing immediately following the Effective Time, the following events or transactions shall occur, and be deemed to have occurred and be taken and effected, in the following order, without any further act or formality required on the part of any Person, except as may be expressly provided herein, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:

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Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of all Liens.

The Corporation, the Parent, the Purchaser, and the Depositary shall be entitled to deduct and withhold from any amount payable or otherwise deliverable to any Person hereunder, such amounts as the Corporation, the Parent, the Purchaser, or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986, as amended (the Code), or any provision of any applicable federal, provincial, territorial, state, local or foreign tax laws, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the relevant Person in respect of which such deduction and withholding was made, provided that such withheld amounts are remitted to the appropriate Governmental Entity. To the extent that the amount required to be deducted or withheld from any consideration payable to any Person hereunder exceeds the cash component, if any, of the consideration otherwise payable to such Person, the Purchaser, the Corporation, the Depositary, or any other Person, as applicable, may sell or otherwise dispose of such portion of the non-cash consideration otherwise payable to such Person as is necessary to provide sufficient funds to enable the payor to comply with such deduction and/or withholding requirements.

If, between the date of the Arrangement Agreement and the Effective Time, any change in the outstanding equity interests of the Corporation shall occur as a result of any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Shares) with a record date during such period, the Consideration shall be equitably adjusted to reflect such change and provide the holders of each Share the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this Section 3.4 shall be construed to permit the Corporation to take any such action that is restricted by any other provision of this Plan of Arrangement or the Arrangement Agreement, including actions taken without the consent of the Parent if such consent is required under Section 4.1 of the Arrangement Agreement.

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Article 4

Payment of Consideration

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In the event that any certificate which as at the Effective Time represented Securities which were transferred in accordance with Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depositary or the Corporation (in the case of the Warrants and Options) shall deliver in exchange for such lost, stolen or destroyed certificate, the consideration which such person is entitled to receive in accordance with Section 3.1, provided that, as a condition precedent to any such delivery by the Depositary or the Corporation (in the case of the Warrants and Options), such person shall have provided a bond satisfactory to the Corporation and/or the Depositary in such amount as the Corporation and/or the Depositary may direct, or otherwise indemnified the Corporation and the Depositary in a manner satisfactory to the Corporation and/or the Depositary, against any claim that may be made against the Corporation or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise have taken such actions as may be required by the articles of the Corporation.

Article 5

Dissent Rights

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Article 6

General

In this Plan of Arrangement, the deeming provisions are not rebuttable and are conclusive and irrevocable.

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If, prior to the Effective Time, any term or provision of this Plan of Arrangement is held by the Court to be invalid, void or unenforceable, at the request of the Corporation and the Purchaser, the Court shall have the power to either (a) sever such term or provision from the balance of this Plan of Arrangement and provide the Corporation and the Purchaser with the option to proceed with the implementation of the balance of this Plan of Arrangement as of and with effect from the Effective Time, or (b) alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, and provided that the Arrangement is implemented, the remainder of the terms and provisions of this Plan of Arrangement shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Securities issued or outstanding prior to the Effective Time; (b) the rights and obligations of the holders of Securities, the Corporation, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, the Corporation and the Purchaser shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them to carry out the full intent and meaning of this Plan of Arrangement and to give effect to the transactions contemplated herein.

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Execution Version

SCHEDULE B

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

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Execution Version

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

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with such exceptions, in the case of each of clauses (ii), (iii) and (iv), as do not have or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and would not prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby.

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Execution Version

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER

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EXHIBIT A

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is entered into by and among AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden (“Parent”), 15863210 Canada Inc., a corporation formed under the federal laws of Canada (the “Purchaser”), and [•], a [•], as Rights Agent.

INTRODUCTION

WHEREAS, Parent, the Purchaser and Fusion Pharmaceuticals Inc., a corporation formed under the federal laws of Canada (the “Corporation”), have entered into an Arrangement Agreement, dated as of March 18, 2024 (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Arrangement Agreement”), pursuant to which Parent, the Purchaser and the Corporation agreed to consummate an arrangement under Section 192 of the Canada Business Corporations Act, whereby, among other things and pursuant to the terms of the Arrangement Agreement, each outstanding common share in the capital of the Corporation (each a “Share” and collectively, the “Shares”) shall be transferred to the Purchaser (the “Plan of Arrangement”);

WHEREAS, pursuant to the Arrangement Agreement, as a result of the consummation and completion of the Arrangement, the holders of Shares (other than Dissenting Shares), certain holders of Options and holders of RSUs and Warrants, in each case as of immediately prior to the Effective Time will become entitled to receive the contingent cash payment hereinafter described on the achievement of the milestone hereinafter described;

WHEREAS, pursuant to this Agreement, the potential amount payable per CVR is $3.00 in cash, without interest; and

NOW, THEREFORE, in consideration of the foregoing and the consummation of the transactions referred to above, Parent, the Purchaser and the Rights Agent agree as follows:

ARTICLE 1

DEFINITIONS; CERTAIN RULES OF CONSTRUCTION

Section 1.1 Definitions. Any capitalized term not otherwise defined herein shall have the corresponding meaning as set forth in the Arrangement Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Acting Holders” means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth in the CVR Register.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly, controlling, controlled by, or under common control with, such Person; provided that, prior to the Effective Time, Parent and the Purchaser shall not be deemed to be Affiliates of the Corporation and/or any of the Corporation’s subsidiaries and vice versa. For this purpose, “control” (including, the terms “controlling”, “controlled” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Arrangement” means the arrangement under Section 192 of the CBCA in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, the Plan of Arrangement and the Interim Order (once issued) or made at the direction of the Ontario Superior Court of Justice (Commercial List) in the Final Order with the prior written consent of the Corporation and Parent, each acting reasonably.

“Assignee” has the meaning set forth in Section 6.3.

“Business Day” means any day, other than a Saturday, a Sunday or a day on which banks are required or authorized to remain closed in Toronto, Ontario, Canada, New York, New York, United States or London, United Kingdom.

“Canadian Option” means an Option granted to and held by a Canadian Optionholder.

“Canadian Optionholder” means the holder of an Option who is subject to Tax pursuant to the Income Tax Act (Canada) in respect of such Option.

“CBCA” means the Canada Business Corporations Act.

“Change of Control” means (a) a sale or other disposition of all or substantially all of the assets of Parent or the Purchaser on a consolidated basis, (b) a merger, consolidation or other business combination involving Parent or the Purchaser in which Parent or the Purchaser, as applicable, is not the surviving entity or (c) any other transaction (including any issuance of securities, merger, consolidation or other business combination) involving Parent or the Purchaser in which the holders of voting securities of Parent or the Purchaser, as applicable, immediately prior to such transaction collectively own securities representing less than 50% of Parent’s or the Purchaser’s, as applicable, voting power immediately after such transaction, in the case of each of the foregoing clauses (a) through (c), whether effected directly or indirectly, and whether effected in a single transaction or a series of related transactions; provided that no sale, assignment transfer or license to an Affiliate of Parent or the Purchaser pursuant to Section 4.3(c) or Section 6.3 shall be deemed a Change of Control.

“Code” means the Internal Revenue Code of 1986.

“Commercially Reasonable Efforts” means the level of efforts and resources that are consistent with the level of efforts and resources that Parent and its Affiliates would devote to a product which is at a similar stage in development and has a similar market potential as a Product (“Relevant Product”), taking into account all scientific, commercial and other relevant factors that Parent, exercising good faith, would normally take into account with Relevant Products that it owns or has in-licensed, including patent coverage, expiration and term extension, regulatory and other exclusivity, manufacturing and supply chain, product profile, safety and efficacy, anticipated product labeling, the competitiveness of alternative products in the marketplace or under development, the regulatory structure involved, the regulatory environment, the availability of coverage and reimbursement and the expected profitability and profit potential of the applicable product, including actual and expected development costs and time lines, cost of goods and all other costs associated with the applicable product and time lines associated with commercial entry; provided that, notwithstanding the foregoing, such level of efforts and resources shall be determined without taking into account the Milestone Payment payable in accordance with, and subject to, the terms hereof.

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“CVR” means the rights of Holders to receive a cash payment pursuant and subject to the Arrangement Agreement and this Agreement.

“CVR Register” has the meaning set forth in Section 2.3(b).

“Dissenting Shares” means each Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised.

“DTC” means the Depository Trust Company or any successor thereto.

“Effective Time” has the meaning set forth in the Plan of Arrangement.

“Employee Equity Award” means an Option or a RSU that was granted to a holder in such holder’s capacity as an employee of the Corporation or any of its subsidiaries who is not subject to Tax pursuant to the Income Tax Act (Canada) in respect of such Option or RSU.

“Entity” means any corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, unincorporated organization or other entity.

“Exchange Act” means the Securities Exchange Act of 1934.

“FDA” means the United States Food and Drug Administration or any successor thereto.

“Final Order” has the meaning set forth in the Arrangement Agreement.

“Governmental Entity” means (a) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision, agent or authority of any of the foregoing; (c) any quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any Securities Authority or stock exchange, including NASDAQ.

“Holder” means a Person in whose name a CVR is registered in the CVR Register at the applicable time.

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“Inducement Grants” means the inducement stock option grants made by the Corporation pursuant to NASDAQ Listing Rule 5635(c)(4) outside of the Stock Option Plans.

“Interim Order” has the meaning set forth in the Arrangement Agreement.

“IRS” has the meaning set forth in Section 2.4(d).

“Licensee” means any licensee or sublicensee with respect to rights to develop the Product.

“Milestone” means the satisfaction of both of the following: (a) the submission by the Purchaser, any of its Affiliates or any other applicable Payment Obligor to the FDA of an NDA that, if approved, would grant the Purchaser, such Affiliate or any other applicable Payment Obligor the right to market, distribute and sell the Product for the treatment of metastatic castration resistant prostate cancer in the United States and (b) the FDA’s confirmation of acceptance of the filing of such NDA, in each case of clauses (a) and (b), in accordance with 21 C.F.R., Part 314.101 or 21 C.F.R. Section 601.2 (as applicable).

“Milestone Efforts Period” has the meaning set forth in Section 4.3(a).

“Milestone Notice” has the meaning set forth in Section 2.4(a).

“Milestone Notice Date” has the meaning set forth in Section 2.4(a).

“Milestone Outside Date” means August 31, 2029.

“Milestone Payment” means $3.00 per CVR.

“Milestone Payment Amount” means for a given Holder, the aggregate amount of: (a) for each CVR held by such Holder that is not in respect of an Underwater Option, the Milestone Payment plus (b) for each CVR held by such Holder that is in respect of an Underwater Option, the amount by which the Cash Consideration plus the Milestone Payment exceeds the exercise price per Share of such Underwater Option, in each of cases (a) and (b) as reflected on the CVR Register as of the close of business on the date of the Milestone Notice.

“NDA” means a new drug application (including any supplemental new drug application) filed with the FDA pursuant to 21 U.S.C. § 355(b) and 21 C.F.R. Part 314 (for clarity, including accelerated approval under 21 C.F.R., Part 314 Subpart H) or a biologics license application (including any supplemental biologics license application) filed with the FDA pursuant to 42 U.S.C. § 262 and 21 C.F.R. Part 601 (for clarity, including accelerated approval under 21 C.F.R. Part 601 Subpart E) with respect to the Product.

“Non-Employee Awards” means each Option and RSU that is not an Employee Equity Award and that was granted to a holder who is not subject to Tax pursuant to the Income Tax Act (Canada) in respect of such Option and RSU.

“Officer’s Certificate” means a certificate signed by an authorized officer of each of Parent and the Purchaser, in his or her capacity as such an officer, and delivered to the Rights Agent.

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“Option” means an option to purchase Shares issued pursuant to any of the Stock Option Plans or Inducement Grants or otherwise.

“Parent” has the meaning set forth in the recitals hereto.

“Parties” means the Rights Agent, Parent and the Purchaser and “Party” means any one of them.

“Payment Fund” has the meaning set forth in Section 2.4(a).

“Payment Obligor” means Parent, the Purchaser, any Assignee, each of their respective Affiliates and Licensees, and any Entity that has obtained rights to file an NDA for the Product (including any acquirer or successor-in-interest to Parent or the Purchaser), in each case, to the extent permitted hereunder, including pursuant to Section 4.3 or Section 6.3.

“Permitted Transfer” means a transfer of one or more CVR(s) (a) on the death of a Holder by will or intestacy, (b) by instrument to an inter vivos or testamentary trust in which the CVRs are passed to beneficiaries of the Holder on the death of the Holder, (c) pursuant to a court order (including in connection with bankruptcy or liquidation), (d) by operation of law (including by consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other Entity, (e) in the case of CVRs held in book-entry or other similar nominee form (including CVRs held through DTC on behalf of CVR beneficial owners), from a nominee to a beneficial owner and, if applicable, through an intermediary, to the extent allowable by DTC, (f) if the applicable Holder is a partnership or limited liability company, a distribution by the transferring partnership or limited liability company to its partners or members, as applicable; provided that such distribution does not (i) subject the CVRs to a requirement of registration under the Securities Act or the Exchange Act or (ii) trigger the requirement to file a prospectus in any jurisdiction of Canada, (g) with the written consent of the Purchaser, or (h) as provided in Section 2.6.

“Person” means any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“Plan of Arrangement” has the meaning set forth in the recitals hereto.

“Product” means any product, in any dosage form, formulation, presentation or package configuration, that contains or comprises, including in combination with any other active ingredient(s), the product candidate referred to by the Corporation as of the Effective Time as “FPI-2265” (Ac225-PSMA I&T).

“Purchaser” has the meaning set forth in the recitals hereto.

“Qualified Pharmaceutical Company” means a company that, together with its Affiliates, in the good faith determination of Parent, has sufficient capabilities and experience in the development, manufacture, distribution and commercialization of pharmaceutical products as well as the financial resources to achieve the Milestone.

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“Rights Agent” means the Rights Agent named in the preamble hereto, until a successor Rights Agent has become such pursuant to the applicable provisions of this Agreement, and thereafter “Rights Agent” shall mean such successor Rights Agent.

“RSU” means any restricted stock unit issued pursuant to any of the Stock Option Plans or otherwise.

“Securities Act” means the Securities Act of 1933.

“Securities Authority” means the U.S. Securities and Exchange Commission, the Ontario Securities Commission and any other applicable securities commission or securities regulatory authority of a province or territory of Canada or state of the United States.

“Stock Option Plans” means the Fusion Pharmaceuticals Inc. 2020 Stock Option and Incentive Plan and the Fusion Pharmaceuticals Inc. 2017 Equity Incentive Plan.

“Tax Return” means any and all returns (including amended returns and information returns), reports, declarations, elections, claims for refund, notices, forms, designations, schedules, attachments, filings, statements or similar submission (including any attached schedules, supplements and additional or supporting material or amendments) filed or required to be filed in respect of Taxes (whether in tangible, electronic or other form).

“Taxes” means (a) any taxes, duties, fees, excises, premiums, assessments, imposts, levies and other similar charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee or employer health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; and (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b).

“Underwater Option” means an Option that has an exercise price per Share that is equal to or greater than $21.00.

“Warrant” a warrant to purchase Common Shares issued by the Corporation.

Section 1.2 Construction.

(a) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles, Sections, subsections, paragraphs, clauses and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

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(b) Currency. All references to dollars or to $ are references to United States dollars.

(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(d) Certain Phrases and References, etc. The words (a) “including,” “includes” and “include” mean “including (or includes or include) without limitation,” (b) “or” or “either” shall not be exclusive, and (c) “the aggregate of,” “the total of,” “the sum of,” or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” The phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not merely mean “if”. Unless stated otherwise, “Article,” “Section,” and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of this Agreement. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it.

(e) Statutes. Any reference to a statute refers to such statute and all rules and regulations made or promulgated under it, as it or they may have been or may from time to time be amended modified, supplemented or reenacted, including by succession of comparable successor Laws, in each case unless expressly stated otherwise.

(f) Computation of Time. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted, but the day of its expiry is counted. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day and any reference to an event occurring on a Business Day shall mean prior to 5:00 p.m. on such Business Day.

(g) Time References. Unless otherwise specified, all references to time herein mean local time, in Toronto, Ontario.

ARTICLE 2

CONTINGENT VALUE RIGHTS

Section 2.1 CVRs. The CVRs represent the rights of Holders to receive a contingent cash payment pursuant to the Arrangement Agreement and this Agreement. The initial Holders shall be determined pursuant to the terms of the Arrangement Agreement and this Agreement, and a list of the initial Holders shall be furnished by or on behalf of the Purchaser to the Rights Agent in accordance with Section 4.1 hereof.

Section 2.2 Nontransferable. The CVRs may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than through a Permitted Transfer. Any attempted sale, assignment, transfer, pledge, encumbrance or disposition of any CVR, in whole or in part, in violation of this Section 2.2 shall be null and void ab initio and of no effect.

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Section 2.3 No Certificate; Registration; Registration of Transfer; Change of Address.

(a) The CVRs shall not be evidenced by a certificate or other instrument.

(b) The Rights Agent shall keep a register (the “CVR Register”) for the purpose of (i) identifying the Holders of CVRs and (ii) registering CVRs and Permitted Transfers thereof. In the case of CVRs to be received by the holders of Shares (other than Dissenting Shares), Options, RSUs and Warrants, such CVRs shall initially be registered in the name and address of the holder of such Shares, Options, RSUs and Warrants, as applicable, as set forth in the records of the Corporation at the Effective Time and as set forth in the form the Corporation furnishes to the Rights Agent.

(c) Subject to the restrictions on transferability set forth in Section 2.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument of transfer in form reasonably satisfactory to the Rights Agent pursuant to its guidelines, duly executed by the Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative or the Holder’s survivor, and setting forth in reasonable detail the circumstances relating to the proposed transfer. On receipt of such written notice, the Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the proposed transfer otherwise complies with the other terms and conditions of this Agreement (including the provisions of Section 2.2), register the transfer of the CVRs in the CVR Register. The Purchaser and the Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any Section of this Agreement that requires the payment by a Holder of a CVR of such applicable Taxes or charges unless and until the Rights Agent is satisfied that all such applicable Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of the Purchaser and shall entitle the transferee to the same benefits and rights under this Agreement as those held immediately prior to the transfer by the transferor. No transfer of a CVR shall be valid until registered in the CVR Register in accordance with this Agreement.

(d) A Holder (or an authorized representative thereof) may make a written request to the Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder (or an authorized representative thereof). On receipt of such written notice, the Rights Agent shall promptly record the change of address in the CVR Register.

Section 2.4 Payment Procedures.

(a) If the Milestone is achieved on or prior to the Milestone Outside Date, then (i) as soon as reasonably practicable (but in no event later than thirty (30) days) following the date on which the Milestone is achieved, the Purchaser shall deliver to the Rights Agent written notice indicating that the Milestone has been achieved (the “Milestone Notice” and the date on which such Milestone Notice is delivered to the Rights Agent, the “Milestone Notice Date”) and instructing the Rights Agent to solicit tax forms or other information required to make Tax deductions or withholdings as set forth in Section 2.4(d), and (ii) no later than twenty (20) days after the Milestone Notice Date, the Purchaser shall deliver to the Rights Agent cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, equal to the aggregate amount necessary to pay the Milestone Payment Amounts to all Holders pursuant to Section 2.4(b) other than Milestone Payment Amounts with respect to Employee Equity Awards and Non-Employee Awards (with respect to which any such amounts payable shall be retained by the Purchaser for payment pursuant to Section 2.4(b)) (the total cash deposited with the Rights Agent, the “Payment Fund”).

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(b) The Rights Agent shall promptly, and in any event within ten (10) Business Days after receipt of the Payment Fund, send each Holder at its registered address a copy of the Milestone Notice and pay the applicable Milestone Payment Amount (other than Milestone Payment Amounts that are payable with respect to Employee Equity Awards and Non-Employee Awards) to each of the Holders (i) by check mailed to the address of each such respective Holder as reflected in the CVR Register as of the close of business on the last Business Day before the Milestone Payment is made or (ii) with respect to any Holder who has provided the Rights Agent with wire transfer instructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account. As soon as reasonably practicable after the Milestone Notice Date (but no later than the first payroll date that is not less than ten (10) Business Days after the Milestone Notice Date), the Purchaser shall, or shall cause the Corporation or an Affiliate of the Corporation to, (A) with respect to Milestone Payment Amounts that are payable with respect to Employee Equity Awards, pay through the Corporation’s or the applicable Affiliate’s payroll the aggregate Milestone Payment Amount payable to the applicable holders with respect to such Employee Equity Awards (net of any withholding Taxes required to be deducted and withheld by applicable Tax law in accordance with the Arrangement Agreement or Section 2.4(d)) and (B) with respect to Milestone Payment Amounts that are payable with respect to Non-Employee Awards, pay through the Corporation’s or the applicable Affiliate’s accounts payable or other general account (other than the payroll account) the aggregate Milestone Payment Amount payable to the applicable holders with respect to such Non-Employee Awards (net of any withholding Taxes required to be deducted and withheld by applicable Tax law in accordance with the Arrangement Agreement or Section 2.4(d)). Notwithstanding anything in this Agreement to the contrary, it is the intent of the parties that the Milestone shall be deemed to constitute a substantial risk of forfeiture within the meaning of Section 409A of the Code.

(c) Except to the extent any portion of the Milestone Payment Amounts are required to be treated as imputed interest pursuant to applicable Tax law, the Holders and the parties hereto (i) for U.S. federal and applicable state and local income Tax purposes, agree to treat the CVRs (other than CVRs received in respect of Employee Equity Awards and Non-Employee Awards and Canadian Options) and the Milestone Payment Amounts of such CVRs as additional consideration for the Shares (other than Dissenting Shares) pursuant to the Arrangement Agreement; (ii) agree to treat the CVRs received in respect of Employee Equity Awards and Non-Employee Awards and the Milestone Payment Amounts of such CVRs, and not the receipt of any such CVR, for all U.S. federal and applicable state and local income Tax purposes, as compensation (subject to withholding Taxes to the extent required by applicable law) in the year in which such Milestone Payment is made; and (iii) intend to treat the CVRs received by a Canadian Optionholder for Canadian Tax purposes as additional consideration for the disposition of the Canadian Options pursuant to the Arrangement Agreement and Plan of Arrangement and treat the Milestone Payment Amounts as proceeds of disposition with respect to such CVRs (provided that treatment not otherwise described in (i), (ii) and (iii) shall be determined by the Purchaser in its good faith discretion following consultation with a reputable international tax accounting firm, provided that such treatment shall not be inconsistent with the terms of the Arrangement Agreement and applicable Tax law), and none of the Holders and the parties hereto shall take any position to the contrary on any Tax Return or for other Tax purposes except as required by applicable Tax law. The Purchaser and the Corporation shall, to the extent required for U.S. federal and applicable state and local income Tax purposes, report imputed interest on the CVRs (other than CVRs received in respect of Employee Equity Awards and Non-Employee Awards) pursuant to Section 483 of the Code.

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(d) Each of the Corporation (and any applicable Affiliate), the Purchaser, the Purchaser and Rights Agent shall be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement such amounts as it is required to deduct and withhold by any applicable Tax law. With respect to a holder of an Employee Equity Award, any deduction or withholding may be made, or caused to be made, by the Purchaser through the Purchaser’s, the Corporation’s or its applicable Affiliate’s payroll system. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder (other than a Holder in such Holder’s capacity as a holder of an Employee Equity Award), the Purchaser shall instruct the Rights Agent to solicit Internal Revenue Service (“IRS”) Form W-9s or W-8s, or any other appropriate forms or information, from Holders within a reasonable amount of time in order to provide a reasonable opportunity for the Holder to timely provide any necessary Tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding, and the Milestone Payment Amount may be reasonably delayed in order to gather such necessary Tax forms. The Purchaser, the Corporation, any applicable Affiliate and the Rights Agent may assume all such forms in its possession or provided by any Holder are valid under applicable Tax law until subsequently notified by such Holder. To the extent that amounts are so withheld and remitted to the appropriate Governmental Entity, such amounts so remitted shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. The Purchaser shall deliver (or shall cause the Rights Agent, the Corporation or its applicable Affiliate to deliver) to the Person to whom such amounts would otherwise have been paid an original IRS Form 1099 (or in the case of payments to a holder of an Employee Equity Award, an original IRS Form W-2, if applicable) or other reasonably acceptable evidence of such deduction or withholding.

(e) Any portion of any Milestone Payment Amount that remains undistributed to a Holder 12 months after the date of the Milestone Notice Date shall be delivered by the Rights Agent to the Corporation on demand by the Purchaser, and any Holder shall be entitled to look to the Corporation (subject to abandoned property, escheat and other similar applicable law) only as general creditors thereof with respect to the Milestone Payment Amount payable hereunder, without any interest thereon. None of the Purchaser, the Corporation or the Rights Agent shall be liable to any Holder for any such consideration delivered in respect of a CVR to a public official pursuant to any abandoned property, escheat or other similar applicable law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by applicable law, the property of the Corporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto.

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(f) The Payment Fund shall not be used for any purpose other than the payment of the Milestone Payment Amounts; provided that any interest or income produced by investments with respect to the Payment Fund shall be the property of the Purchaser. The Payment Fund may be invested by the Rights Agent as directed by the Purchaser; provided that such investments shall be (i) in obligations of, or guaranteed by, the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing, and, in any such case, no such investment shall (A) relieve the Purchaser or the Rights Agent from making the payment required by this Section 2.4 or (B) have maturities that could prevent or delay payments to be made pursuant to this Agreement. To the extent that the Payment Fund diminishes for any reason below the level required to make prompt payment of the aggregate Milestone Payment Amounts, the Purchaser shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make the Milestone Payment Amounts; provided that in no event shall this sentence require the Purchaser to deliver any funds to the Rights Agent prior to the time specified in Section 2.4(a).

(g) For the avoidance of doubt, the Milestone Payment Amount shall only be paid in respect of the Milestone, if at all, one time under this Agreement and the Milestone Payment Amount shall not become payable unless the Milestone has been achieved on or prior to the Milestone Outside Date.

Section 2.5 No Voting, Dividends or Interest; No Equity or Ownership Interest in the Purchaser.

(a) The CVRs shall not have any voting or dividend rights, and interest shall not accrue on any amounts payable on the CVRs to any Holder.

(b) The CVRs shall not represent any equity or ownership interest in the Purchaser, any constituent company to the Arrangement or any of their respective Affiliates.

Section 2.6 Ability to Abandon CVR. A Holder may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a CVR by transferring such CVR to the Purchaser or any of its Affiliates without consideration therefor, which abandonment a Holder may effect by delivery of a written notice of such transfer and abandonment to the Purchaser. Nothing in this Agreement shall prohibit the Purchaser or any of its Affiliates from offering to acquire or acquiring any CVRs for consideration from the Holders, in private transactions or otherwise, in its sole discretion. Any CVRs acquired by the Purchaser or any of its Affiliates shall be automatically deemed extinguished and no longer outstanding, including for purposes of the definition of Acting Holders and ARTICLE 5 and Section 6.3.

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ARTICLE 3

THE RIGHTS AGENT

Section 3.1 Certain Duties and Responsibilities.

(a) The Rights Agent shall not have any liability for any actions taken or not taken in connection with this Agreement, except to the extent of its willful or intentional misconduct, bad faith or gross negligence.

(b) Each Holder shall be deemed to have irrevocably appointed, authorized and directed the Rights Agent (including any successor in accordance with this ARTICLE 3) to act as the Rights Agent, and such Holder’s agent, representative, proxy and attorney-in-fact for the purpose of enforcing such Holder’s rights under this Agreement, and exercising, on behalf of all Holders, the rights and powers of the Holders hereunder and thereunder. Without limiting the generality of the foregoing, to the extent directed to by the Acting Holders in writing, the Rights Agent shall have full power and authority, and is hereby directed, for and on behalf of the Holders, to take such action, and to exercise such rights, power and authority, as are authorized, delegated and granted to the Rights Agent hereunder in connection with the transactions contemplated hereby. The Purchaser and its Affiliates shall be entitled to rely solely on the Rights Agent as an authorized representative of the Holders with respect to any such matters concerning the Holders arising hereunder for which the Rights Agent is acting at the written direction of the Acting Holders.

(c) The Rights Agent may, on the written request of the Acting Holders, proceed to and shall be entitled and empowered to protect and enforce the rights of the Holders hereunder by such appropriate judicial proceedings as the Rights Agent shall deem most effectual to protect and enforce any such rights. The Rights Agent may only proceed to and shall be entitled and empowered to protect and enforce the rights herein for the benefit of and on behalf of all Holders to the extent directed to by the Acting Holders in writing; provided that the Rights Agent shall have the right to decline to follow any such direction if the Rights Agent, being advised by counsel in writing, shall determine that the action or proceeding so directed may not lawfully be taken or if the Rights Agent in good faith shall determine that the action or proceedings so directed would involve the Rights Agent in personal liability or if the Rights Agent in good faith shall so determine that the actions or forbearances specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders not joining in the giving of said direction. No individual Holder shall be entitled to protect and enforce its rights or the rights of the Holders other than through the Rights Agent under the direction of the Acting Holders, as provided for in this Section 3.1.

Section 3.2 Certain Rights of Rights Agent. The Rights Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Rights Agent. In addition:

(a) the Rights Agent may rely and shall be protected and held harmless by the Purchaser in acting or refraining from acting on any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document reasonably believed by the Rights Agent to be genuine and to have been signed or presented by the proper party or parties;

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(b) whenever the Rights Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Rights Agent may rely on an Officer’s Certificate, which shall constitute full authorization and protection to the Rights Agent, and the Rights Agent shall, in the absence of bad faith, gross negligence or willful or intentional misconduct on its part, incur no liability and be held harmless by the Purchaser for or in respect of any action taken, suffered or omitted to be taken by the Rights Agent under the provisions of this Agreement in reliance on such Officer’s Certificate;

(c) the Rights Agent may engage and consult with counsel of its selection and the written advice of such counsel or any written opinion of such counsel shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall be held harmless by the Purchaser in respect of any action taken, suffered or omitted by the Rights Agent hereunder in good faith and in reliance thereon and that does not constitute gross negligence or willful or intentional misconduct;

(d) the permissive rights of the Rights Agent to do things enumerated in this Agreement shall not be construed as a duty;

(e) the Rights Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of the premises;

(f) the Rights Agent shall not be liable for or by reason of, and shall be held harmless by the Purchaser with respect to, any of the statements of fact or recitals contained in this Agreement or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Purchaser only;

(g) the Rights Agent shall have no liability and shall be held harmless by the Purchaser in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Rights Agent and the enforceability of this Agreement against the Rights Agent, assuming the due execution and delivery hereof by the Purchaser); nor shall the Rights Agent be responsible for any breach by the Purchaser of any covenant or condition contained in this Agreement;

(h) The Purchaser shall indemnify Rights Agent for, and hold Rights Agent harmless against, any loss, claims, demands, suits, liability or expense arising out of or in connection with the Rights Agent’s duties under this Agreement, including the reasonable and documented out-of-pocket costs and expenses of defending the Rights Agent against any claims, charges, demands, suits or loss, unless such loss has been determined by a court of competent jurisdiction to be a result of Rights Agent’s gross negligence, bad faith or willful or intentional misconduct;

(i) The Purchaser shall (i) pay the reasonable and documented out-of-pocket fees and expenses of the Rights Agent in connection with this Agreement as set forth on Exhibit A attached hereto and (ii) reimburse the Rights Agent for all Taxes and governmental charges, reasonable and documented out-of-pocket expenses incurred by the Rights Agent in the execution of this Agreement (other than Taxes imposed on or measured by the Rights Agent’s net income and franchise or similar Taxes imposed on it in lieu of net income Taxes), and for all necessary and documented out-of-pocket expenses paid or incurred by it in connection with the administration by the Rights Agent of its duties hereunder;

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(j) no provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to the Rights Agent; and

(k) no Holder shall be obligated to indemnify the Rights Agent for, or hold the Rights Agent harmless against, any loss, liability, claim, demand, suit or expense arising out of or in connection with the Rights Agent’s duties under this Agreement or to pay or reimburse the Rights Agent for any fees, costs or expenses incurred by the Rights Agent in connection with this Agreement or the administration of its duties hereunder, and the Rights Agent shall not be entitled to deduct any amount from any Milestone Payment Amount in any circumstance except as provided in Section 2.4(d).

Section 3.3 Resignation and Removal; Appointment of Successor.

(a) The Rights Agent may resign at any time by giving written notice thereof to the Purchaser specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed. The Purchaser has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed. Notice of such removal shall be given by the Purchaser to Rights Agent, which notice shall be sent at least 60 days prior to the date so specified.

(b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, the Purchaser shall as soon as is reasonably practicable appoint a qualified successor Rights Agent who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed shall, forthwith on its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent.

(c) The Purchaser shall deliver or cause to be delivered a notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If the Purchaser fails to deliver or cause to be delivered such notice within ten days after acceptance of appointment by a successor Rights Agent in accordance with Section 3.4, the successor Rights Agent shall cause the notice to be delivered at the expense of the Purchaser.

(d) The Rights Agent shall cooperate with the Purchaser and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent.

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Section 3.4 Acceptance of Appointment by Successor. Every successor Rights Agent appointed pursuant to Section 3.3(b) shall execute, acknowledge and deliver to the Purchaser and to the retiring Rights Agent an instrument accepting such appointment and a counterpart of this Agreement, and thereupon such successor Rights Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Rights Agent hereunder. At the request of the Purchaser or the successor Rights Agent, the retiring Rights Agent shall execute and deliver an instrument transferring to the successor Rights Agent all the rights, powers and trusts of the retiring Rights Agent hereunder.

ARTICLE 4

COVENANTS

Section 4.1 List of Holders. The Purchaser shall furnish or cause to be furnished to the Rights Agent, within 30 Business Days after the Effective Time, (a) the names and addresses of the Holders who held any Shares or Warrants as of immediately prior to the Effective Time, in such form as the Purchaser receives from the Corporation’s transfer agent (or other agent performing similar services for the Corporation with respect to the Shares) and (b) in the case of Options and RSUs not held on the Corporation’s transfer agent’s books and records, the name and address of the Holders who held any Options or RSUs as of the immediately prior to the Effective Time as set forth in the books and records of the Corporation at the Effective Time.

Section 4.2 Books and Records. The Purchaser shall, shall cause its Affiliates to, and shall direct the other Payment Obligors to, keep records in sufficient detail to enable the Rights Agent to determine the amounts payable hereunder and whether Milestone Payment Amounts become payable hereunder.

Section 4.3 Additional Covenants.

(a) From the Effective Time until the earlier of (i) the Milestone Outside Date and (ii) the achievement of the Milestone (such period the “Milestone Efforts Period”), Parent shall, and shall cause each subsidiary (including the Purchaser and the Corporation) and Affiliate and shall obligate any other applicable Payment Obligor, to, act in good faith and use Commercially Reasonable Efforts to achieve the Milestone.

(b) In the event that Parent or the Purchaser desires to consummate a Change of Control during the Milestone Efforts Period, Parent or the Purchaser, as applicable, shall cause the Person acquiring or succeeding to Parent or the Purchaser, as applicable, in connection with such Change of Control, to assume Parent’s and the Purchaser’s obligations, duties and covenants under this Agreement effective as of the consummation of such Change of Control. Prior to the consummation of any Change of Control, Parent and the Purchaser, as applicable, shall deliver to the Rights Agent an Officer’s Certificate, stating that such Change of Control complies with this Section 4.3(b) and that all conditions precedent herein relating to such transaction have been complied with.

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(c) (i) Subject to Section 4.3(b), during the Milestone Efforts Period, each of Parent and the Purchaser shall not, and shall cause its Affiliates (including the Corporation) not to, sell, assign, transfer or exclusively license all or substantially all of the rights, to research, develop, manufacture, commercialize and otherwise exploit the Product to a third party if the Milestone Payment Amounts remain unpaid unless, as a condition to such sale, assignment, transfer or exclusive license, (A) such third party expressly and unconditionally assumes, by an assumption agreement, executed and delivered to the Rights Agent, in form attached as Exhibit B (with any such changes as Parent, the Purchaser, the Corporation and the Rights Agent may mutually agree), all obligations of Parent and the Purchaser, including any payment obligations, set forth in this Agreement with respect to the Milestone, including the obligation to pay such unpaid Milestone Payment Amounts if and when due hereunder and the obligations of Parent and the Purchaser pursuant to Section 4.3(a) with respect to the Milestone, subject to and in accordance with the terms hereunder and (B) if such third party is not a Qualified Pharmaceutical Company, Parent and the Purchaser shall remain liable to the extent such third party does not perform such obligations; (ii) Parent and the Purchaser may assign any or all such rights or obligations to an Affiliate without executing an assumption agreement; provided that, if such Affiliate is not a Qualified Pharmaceutical Company, Parent and the Purchaser shall remain liable to the extent such Affiliate does not perform such obligations; and (iii) Parent and the Purchaser shall provide the Rights Agent and the Holders (or cause the Rights Agent to provide to the Holders) prompt written notice of any such sale, assignment, transfer or exclusive license (provided that, written notice shall not be required in the event of any such sale, assignment, transfer or exclusive license to an Affiliate of Parent) and shall provide the Rights Agent with a duly executed copy of the assumption agreement executed by the applicable third party.

ARTICLE 5

AMENDMENTS

Section 5.1 Amendments without Consent of Holders.

(a) Without the consent of any Holders or the Rights Agent, Parent and the Purchaser, at any time and from time to time, may enter into one or more amendments hereto, for any of the following purposes:

(i) to evidence the succession of another Person to the Purchaser and the assumption by any such successor of the covenants of the Purchaser herein as provided in Section 6.3;

(ii) to add to the covenants of Parent or the Purchaser, as applicable, such further covenants, restrictions, conditions or provisions as the Purchaser and the Rights Agent shall consider to be for the protection or benefit of the Holders; provided that, in each case, such provisions do not adversely affect the interests of the Holders;

(iii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement; provided that, in each case, such provisions do not adversely affect the interests of the Holders;

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(iv) as may be necessary or appropriate to ensure that the CVRs are not subject to registration under the Securities Act, the Exchange Act or any securities or “blue sky” laws of any state or other jurisdiction;

(v) to evidence the succession of another Person as a successor Rights Agent and the assumption by any such successor of the covenants and obligations of the Rights Agent herein in accordance with Section 3.3 or Section 3.4; or

(vi) any other amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, unless such addition, elimination or change is adverse to the interests of the Holders.

(b) Without the consent of any Holders, Parent, the Purchaser and the Rights Agent, at any time and from time to time, may enter into one or more amendments hereto, to reduce the number of CVRs in the event any Holder agrees to renounce such Holder’s rights under this Agreement in accordance with Section 6.4 or transfer of CVRs to the Purchaser pursuant to Section 2.6.

(c) Promptly after the execution and delivery by Parent, the Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 5.1, the Purchaser shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Section 5.2 Amendments with Consent of Holders.

(a) Subject to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent of the Acting Holders, whether evidenced in writing or taken at a meeting of the Holders, Parent, the Purchaser and the Rights Agent may enter into one or more amendments hereto for the purpose of adding, eliminating or changing any provisions of this Agreement, even if such addition, elimination or change is adverse to the interest of the Holders.

(b) Promptly after the execution and delivery by Parent, the Purchaser and the Rights Agent of any amendment pursuant to the provisions of this Section 5.2, the Purchaser shall mail (or cause the Rights Agent to mail) a notice thereof by first class mail to the Holders at their addresses as they appear on the CVR Register, setting forth such amendment.

Section 5.3 Execution of Amendments. In executing any amendment permitted by this ARTICLE 5, the Rights Agent shall be entitled to receive, and shall be fully protected in relying on, an opinion of counsel selected by Parent stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.

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Section 5.4 Effect of Amendments. On the execution of any amendment under this ARTICLE 5, this Agreement shall be modified in accordance therewith, such amendment shall form a part of this Agreement for all purposes and every Holder shall be bound thereby.

ARTICLE 6

OTHER PROVISIONS OF GENERAL APPLICATION

Section 6.1 Notices to Rights Agent and the Purchaser.

(a) Any notice or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail (provided that no “bounce back” or similar message indicating non-delivery is received with respect thereto) and addressed:

(i)  if to the Rights Agent, to it at:

[Name of Rights Agent]

[address]

[address]

Attention: [name]

Email: [e-mail]

with a copy (which shall not constitute notice) to:

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention: Mitchell Bloom; Stuart Cable; Blake Liggio; Amanda Gill

Email:     ***@***;

***@***;

***@***;

***@***

(ii)  if to Parent or the Purchaser, to it at:

AstraZeneca AB

151 85 Södertälje, Sweden

Attention: SVP Business Development

E-mail: [***]

with a copy (which shall not constitute notice) to:

Attention: Deputy General Counsel – Corporate Legal

E-mail: [***]

with a copy (which shall not constitute notice) to:

Freshfields Bruckhaus Deringer US LLP

3 World Trade Center

175 Greenwich Street

New York, NY 100007

Attention: Sebastian L. Fain; Vinita Kailasanath; Oliver J. Board

E-mail:    ***@***;

***@***;

***@***

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(b) Any notice or other communication is deemed to be given and received if sent by personal delivery, same day courier or electronic mail, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party’s outside legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to outside legal counsel does not invalidate delivery of that notice or other communication to a Party.

Section 6.2 Notice to Holders. Where this Agreement provides for notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at the Holder’s address as it appears in the CVR Register, not later than the latest date, and not earlier than the earliest date, if any, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.

Section 6.3 Successors and Assigns. Parent and the Purchaser may assign any or all of its rights, interests and obligations hereunder to (a) in its sole discretion and without the consent of any other party, subject to Section 4.3(c)(ii), any Affiliate of Parent, but only for so long as it remains an Affiliate of Parent, or (b) with the prior written consent of the Acting Holders, any other Person (provided that no such consent shall be required in connection with this Section 6.3(b) for assignments complying with Section 4.3(c)) (any permitted assignee under clause (a) or (b), an “Assignee”), in each case, provided that the Assignee agrees in a writing reasonably acceptable to the Rights Agent that is delivered to the Rights Agent to assume and be bound by all of the terms of this Agreement. Any Assignee may thereafter assign any or all of its rights, interests and obligations hereunder in the same manner as Parent and the Purchaser pursuant to the prior sentence. Solely in connection with any assignment to an Assignee described in clause (a) above in this Section 6.3, Parent and the Purchaser (or the other applicable assignor) shall agree to remain liable for the performance by each Assignee (and such other assignor, if applicable) of all obligations of Parent and the Purchaser hereunder, with such Assignee substituted for Parent and the Purchaser under this Agreement. This Agreement shall be binding on, and shall be enforceable by and inure solely to the benefit of, Parent’s and the Purchaser’s successors and each Assignee. Each of Parent’s and the Purchaser’s successors and Assignees shall expressly assume by an instrument supplemental hereto, executed and delivered to the Rights Agent, the due and punctual payment of all Milestone Payment Amounts and the due and punctual performance and observance of all of the covenants and obligations of this Agreement to be performed or observed by Parent or the Purchaser. The Rights Agent may not assign this Agreement without Parent’s and the Purchaser’s prior written consent. Any attempted assignment of this Agreement or any such rights in violation of this Section 6.3 shall be void and of no effect.

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Section 6.4 Benefits of Agreement. Nothing in this Agreement, express or implied, is intended to or shall confer on any Person (other than the Rights Agent, Parent, the Purchaser, the respective successors and Assignees of Parent and the Purchaser, the Holders and the Holders’ successors and assigns pursuant to a Permitted Transfer) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The rights of Holders and their successors and assigns pursuant to Permitted Transfers are limited to those expressly provided in this Agreement and the Arrangement Agreement. Notwithstanding anything to the contrary contained herein, any Holder or Holder’s successor or assign pursuant to a Permitted Transfer may agree to renounce, in whole or in part, its rights under this Agreement by written notice to the Rights Agent, Parent and the Purchaser, which notice, if given, shall be irrevocable. Except for the rights of the Rights Agent expressly set forth herein, the Acting Holders shall have the sole right, on behalf of all Holders, by virtue of or under any provision of this Agreement, to institute any action or proceeding with respect to this Agreement, and no individual Holder or other group of Holders shall be entitled to exercise such rights. Reasonable expenditures incurred by such Acting Holders in connection with any enforcement action hereunder may be deducted from any damages or settlement obtained prior to the distribution of any remainder to Holders generally. The Acting Holders acting pursuant to this Section 6.4 on behalf of all Holders shall have no liability to any other Holders for such actions.

Section 6.5 Applicable Laws; Jurisdiction.

(a) This Agreement and the CVRs shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof that would subject such matter to the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally agrees that any legal action or proceeding with respect to this Agreement, the CVRs and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, the CVRs and the rights and obligations arising hereunder brought by the another party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably and unconditionally submits with regard to any such action or proceeding for itself and in respect of its property to the personal jurisdiction of the aforesaid courts and agrees that it shall not bring any action relating to this Agreement or the CVRs in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement or the CVRs, (i) any claim that it is not personally subject to the jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable law, each of the parties hereto hereby consents to the service of process in accordance with Section 6.1 and Section 6.2; provided that nothing herein shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

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(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER OR RELATING TO THIS AGREEMENT OR THE CVRS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CVRS OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.5(B).

Section 6.6 Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 6.7 Entire Agreement; Counterparts. This Agreement, the Arrangement Agreement, including the Schedules thereto, together with the Corporation Disclosure Letter, and the Confidentiality Agreement constitute the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussions or understanding in entering into and completing the transactions contemplated by this Agreement. This Agreement may be executed in any number of counterparts (including counterparts by executed electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties agree that electronic signatures will have the same legal effect as original signatures and that the Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties, and that an electronic, scanned, or duplicate copy of any signatures will be deemed an original and may be used as evidence of execution.

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Section 6.8 Termination. This Agreement shall be terminated and be of no force or effect, the parties hereto shall have no liability hereunder (other than with respect to monies due and owing by the Purchaser to Rights Agent), and no payments shall be required to be made, on the earlier to occur of (a) the mailing by the Rights Agent to the address of each Holder as reflected in the CVR Register (or payment by wire transfer, as applicable) the full amount of all Milestone Payment Amounts required to be paid under the terms of this Agreement, (b) the delivery of a written notice of termination duly executed by Parent and the Purchaser and the Acting Holders and (c) if the Milestone has not been achieved on or prior to the Milestone Outside Date, one day following the Milestone Outside Date; provided that this Section 6.8 and Section 6.10 shall each survive the termination of this Agreement and shall remain in full force and effect in accordance with their respective terms. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement shall relieve any party hereto of any liability for any breach of this Agreement occurring prior to such termination.

Section 6.9 Payments on Next Business Day. In the event that any payment in respect of the CVRs shall be required to be made hereunder shall not be a Business Day, then, notwithstanding anything in this Agreement to the contrary, any payment required to be made in respect of the CVRs on such date need not be made on such date, but may be made on the next Business Day thereafter with the same force and effect as if made on the applicable required date.

Section 6.10 Confidentiality. The Rights Agent agrees that all books, records, information and data pertaining to the business of the Purchaser or its Affiliates, including inter alia, personal, non-public Holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall not be used by the Rights Agent for any purpose other than carrying out its duties under this Agreement and shall not be voluntarily disclosed by the Rights Agent to any other Person, including any Holder, except as may be required by a valid order of any Governmental Entity of competent jurisdiction or is otherwise required by applicable law, the rules and regulations of the Securities and Exchange Commission or any stock exchange on which the securities of the Rights Agent are listed, or pursuant to subpoenas from state or federal Governmental Entity (subject to (a) the Rights Agent notifying, to the extent practicable, Parent and the Purchaser of such potential disclosure reasonably in advance of such disclosure (other than disclosure by Rights Agent for stockholder records pursuant to standard subpoenas from state or federal government authorities (e.g., divorce and criminal actions)), (b) cooperating with Parent and the Purchaser, at Parent’s expense, in any effort to restrict disclosure of such books, records, information or data and (c) the Rights Agent only disclosing such books, records, information or data that is required to be so disclosed by such valid order, such applicable law, rule or regulation of the Securities and Exchange Commission, any Canadian securities regulatory authority or any stock exchange on which the securities of the Rights Agent are listed or such subpoena).

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed as of the day and year first above written.

Signature Page to Contingent Value Rights Agreement

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.