SCIVAC LTD. - and - LEVON RESOURCES LTD. - and - 1027949 B.C. LTD. ARRANGEMENT AGREEMENT DATED March 19, 2015

ARTICLE 1 INTERPRETATION

1.1

DEFINITIONS

6

1.2

INTERPRETATION NOT AFFECTED BY HEADINGS

18

1.3

NUMBER AND GENDER

18

1.4

DATE FOR ANY ACTION

18

1.5

CURRENCY

18

1.6

ACCOUNTING MATTERS

19

1.7

KNOWLEDGE

19

1.8

SCHEDULES

19

ARTICLE 2 THE ARRANGEMENT

2.1

TRANSACTIONS

19

2.2

COURT ORDERS

20

2.3

▇▇▇▇▇ MEETING

22

2.4

▇▇▇▇▇ CIRCULAR

23

2.5

FINAL ORDER

24

2.6

COURT PROCEEDINGS

25

2.7

EFFECT ON THE ARRANGEMENT AND EFFECTIVE DATE

25

2.8

PREPARATION OF FILINGS

25

2.9

ANNOUNCEMENT AND SHAREHOLDER COMMUNICATIONS

26

2.10

WITHHOLDING TAXES

26

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF ▇▇▇▇▇

3.1

REPRESENTATIONS AND WARRANTIES

26

3.2

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SCIVAC

4.1

REPRESENTATIONS AND WARRANTIES

39

4.2

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

52

ARTICLE 5 COVENANTS OF ▇▇▇▇▇ AND SCIVAC

5.1

COVENANTS OF ▇▇▇▇▇ REGARDING THE CONDUCT OF BUSINESS

53

5.2

COVENANTS OF ▇▇▇▇▇ RELATING TO THE ARRANGEMENT

5.3

DISPOSITION OF ▇▇▇▇▇ MINERAL PROPERTIES PRIOR TO THE EFFECTIVE TIME.

5.4

COVENANTS OF ▇▇▇▇▇ REGARDING THE SPINCO REORGANIZATION

5.5

COVENANTS OF ▇▇▇▇▇ REGARDING EMPLOYEES

5.6

COVENANTS OF SCIVAC REGARDING THE CONDUCT OF BUSINESS

5.7

COVENANTS OF SCIVAC RELATING TO THE ARRANGEMENT

5.8

MUTUAL COVENANTS

5.9

IVA 

ARTICLE 6 CONDITIONS

6.1

MUTUAL CONDITIONS PRECEDENT

65

6.2

ADDITIONAL CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SCIVAC

6.3

ADDITIONAL CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ▇▇▇▇▇

6.4

SATISFACTION OF CONDITIONS

6.5

NOTICE AND CURE PROVISIONS

68

ARTICLE 7 ADDITIONAL COVENANTS

7.1

NON-SOLICITATION

69

7.2

NOTIFICATION OF ACQUISITION PROPOSALS

7.3

RESPONDING TO ACQUISITION PROPOSAL AND SUPERIOR PROPOSALS

71

7.4

ACCESS TO INFORMATION; CONFIDENTIALITY

7.5

INSURANCE AND INDEMNIFICATION

ARTICLE 8 SPINCO COVENANTS

8.1

SPINCO INDEMNITY

74

8.2

INDEMNIFIED CLAIMS

74

ARTICLE 9 TERM, TERMINATION, AMENDMENT AND WAIVER

9.1

TERM

75

9.2

TERMINATION

75

9.3

TERMINATION FEE

ARTICLE 10 GENERAL PROVISIONS

10.1

AMENDMENT

79

10.2

WAIVER

10.3

NOTICES

80

10.4

GOVERNING LAW; WAIVER OF JURY TRIAL

10.5

INJUNCTIVE RELIEF

81

10.6

FURTHER ASSURANCES

10.7

TIME OF ESSENCE

82

10.8

ENTIRE AGREEMENT, BINDING EFFECT AND ASSIGNMENT

82

10.9

SEVERABILITY

82

10.10

COUNTERPARTS, EXECUTION

83

SCHEDULE A PLAN OF ARRANGEMENT

SCHEDULE B ARRANGEMENT RESOLUTION

SCHEDULE C KEY REGULATORY APPROVALS

SCHEDULE D KEY THIRD PARTY CONSENTS

SCHEDULE E FORM OF SCIVAC lock-up agreement

SCHEDULE F FORM OF ▇▇▇▇▇ LOCK-UP AGREEMENT

A.

SciVac, all the shareholders of SciVac (the “Offerors”) and ▇▇▇▇▇ wish to propose an arrangement involving, among other things, a reorganization of the capital of ▇▇▇▇▇, the exchange of New ▇▇▇▇▇ Shares and Spinco Shares for the ▇▇▇▇▇ Shares held by the ▇▇▇▇▇ Shareholders, the issuance to the SciVac Securityholders of that number of New ▇▇▇▇▇ Shares representing 68.4% of the issued and outstanding New ▇▇▇▇▇ Shares in exchange for the acquisition by ▇▇▇▇▇ of all of the issued and outstanding SciVac Shares, and the change of Levon’s name to SciVac Inc. or such other name as may be approved by SciVac, in each case in accordance with the terms and subject to the conditions contained in this Agreement;

B.

The Parties intend to carry out the transactions contemplated herein by way of an arrangement under the provisions of the Business Corporations Act (British Columbia);

C.

The directors and officers of ▇▇▇▇▇ have entered into SciVac Lock-Up Agreements pursuant to which, among other things, they have agreed to vote in favour of the Arrangement Resolution all of their respective ▇▇▇▇▇ Shares, including all ▇▇▇▇▇ Shares issuable upon exercise of their respective ▇▇▇▇▇ Options, on the terms and subject to the conditions set forth in the SciVac Lock-Up Agreements and this Agreement;

D.

The SciVac Securityholders have entered into ▇▇▇▇▇ Lock-Up Agreements, pursuant to which, among other things, the SciVac Securityholders have agreed to transfer their respective SciVac Shares, Capital Notes and Loans, as applicable, to ▇▇▇▇▇ in connection with the Arrangement, on the terms and subject to the conditions set forth in the ▇▇▇▇▇ Lock-Up Agreements and this Agreement; and

E.

Levon, SciVac and Spinco have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to such arrangement.

(i)

any acquisition or sale, direct or indirect, whether in a single transaction or a series of related transactions, of: (a) the assets of ▇▇▇▇▇ and/or one or more of its subsidiaries that, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of ▇▇▇▇▇ and its subsidiaries taken as a whole; or (b) 20% or more of any voting or equity securities of ▇▇▇▇▇ or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of ▇▇▇▇▇ and its subsidiaries;

(ii)

any take-over bid, tender offer or exchange offer for any class of equity securities of ▇▇▇▇▇ or any of its subsidiaries that, if consummated, would result in any such Person beneficially owning 20% or more of any equity securities of ▇▇▇▇▇ or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of ▇▇▇▇▇ and its subsidiaries; or

(iii)

any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving ▇▇▇▇▇ or any of its subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the fair market value of the consolidated assets of ▇▇▇▇▇ and its subsidiaries;

(i)

did not result from a breach of Section 7.1 or Section 7.2 by ▇▇▇▇▇ or its Representatives;

(ii)

relates to the acquisition of not less than 50% of the outstanding ▇▇▇▇▇ Shares (other than ▇▇▇▇▇ Shares owned by the Person making the Acquisition Proposal together with its affiliates) or not less than 50% of the consolidated assets of ▇▇▇▇▇ and its subsidiaries;

(iii)

is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal;

(iv)

if it relates to the acquisition of outstanding ▇▇▇▇▇ Shares, is made available to all ▇▇▇▇▇ Shareholders on the same terms and conditions;

(v)

if subject to a due diligence or access condition, such access shall not continue beyond the 10^th Business Day after the day on which access is first afford to the person making the Acquisition Proposal and provided the foregoing shall not restrict the ability of such third party to continue to review information provide to it by ▇▇▇▇▇ beyond such due diligence period;

(vi)

is fully financed or in respect of which the ▇▇▇▇▇ Board has concluded, in good faith and after receiving the advice of its outside legal and financial advisors, there is a reasonable likelihood that any required financing will be obtained without undue delays or conditions; and

(vii)

in respect of which the ▇▇▇▇▇ Board determines, in its good faith judgment, after receiving the advice of its outside legal and financial advisors, that:

(A)

failure to recommend such Acquisition Proposal to the ▇▇▇▇▇ Securityholders would be inconsistent with its fiduciary duties under applicable Law; and

(B)

having regard to all of its terms and conditions, such Acquisition Proposal, would likely, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to ▇▇▇▇▇ Securityholders from a financial point of view than the Arrangement (after taking into account any change to the Arrangement proposed by SciVac pursuant to Section 7.3(b));

(a)

references to “the knowledge of ▇▇▇▇▇” mean the actual collective knowledge of ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ in their capacities as Chief Executive Officer and Chief Financial Officer, respectively, of ▇▇▇▇▇, each of whom will be deemed to additionally have knowledge of all such matters as he or she would have discovered, had he or she made reasonable inquiries, including reasonable inquiries of the officers and directors of ▇▇▇▇▇ and its subsidiaries; and

(b)

references to “the knowledge of SciVac” mean the actual collective knowledge of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in their capacities as Chief Executive Officer and Chief Financial Officer, respectively, of SciVac, each of whom will be deemed to additionally have knowledge of all such matters as he would have discovered, had he made reasonable inquiries, including reasonable inquiries of the officers and directors of SciVac and its sole subsidiary.

Schedule A

-

Plan of Arrangement

Schedule B

- 

Arrangement Resolution

Schedule C

-

Key Regulatory Approvals

Schedule D

-

Key Third Party Consents

Schedule E

-

Form of ▇▇▇▇▇ Lock-Up Agreement

Schedule F

-

Form of SciVac Lock-Up Agreement

Schedule G

-

Spinco Assets

(a)

▇▇▇▇▇ will undertake the Spinco Reorganization to complete the transfer of the Spinco Assets and the Spinco Liabilities to Spinco immediately prior to the Effective Time;

(b)

Pursuant to the Plan of Arrangement:

(i)

▇▇▇▇▇ Options outstanding at the Effective Time shall be surrendered and transferred to ▇▇▇▇▇ and cancelled;

(ii)

a reorganization of the capital of ▇▇▇▇▇ involving: (A) the redesignation of all of the ▇▇▇▇▇ Shares as “Class A” Shares; (B) the creation of the New ▇▇▇▇▇ Shares; and (C) the transfer by every ▇▇▇▇▇ Shareholder of all outstanding ▇▇▇▇▇ Shares to ▇▇▇▇▇ in exchange for one New ▇▇▇▇▇ Share and 0.5 of a Spinco Share for each ▇▇▇▇▇ Share, with the result that the ▇▇▇▇▇ Shareholders receive the Spinco Shares as a return of capital and the aggregate paid-up capital of the New ▇▇▇▇▇ Shares shall be equal to the aggregate paid-up capital of the ▇▇▇▇▇ Shares, reduced by the aggregate value of the Spinco Shares;

(iii)

the transfer by the SciVac Securityholders to ▇▇▇▇▇ of all of the outstanding SciVac Shares, the Capital Notes and the Loans in exchange for the issuance by ▇▇▇▇▇ to, or at the direction of, the SciVac Securityholders of their respective pro rata portions of an aggregate number of New ▇▇▇▇▇ Shares representing 68.4% of the issued and outstanding New ▇▇▇▇▇ Shares, on a fully diluted basis, as of immediately following the Effective Time; and

(iv)

the Name Change.

(a)

As soon as reasonably practicable following the date of execution of this Agreement, but in any event not later than April 30, 2015, ▇▇▇▇▇ shall prepare, file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall provide, among other things:

(i)

for the class of Persons to whom notice is to be provided in respect of the Arrangement and the ▇▇▇▇▇ Meeting and the manner in which such notice is to be provided;

(ii)

that the requisite approval for the Arrangement Resolution shall be at least 66-2/3% of the votes cast on the Arrangement Resolution by ▇▇▇▇▇ Shareholders and by at least 66-2/3% of the votes cast on the Arrangement Resolution by the ▇▇▇▇▇ Securityholders voting as a single class (with each ▇▇▇▇▇ Optionholder being entitled to that number of votes equal to the number of ▇▇▇▇▇ Shares that would be issued to such holder on the record date for the meeting pursuant to Section 2.1(b)(i), in each case present in person or represented by proxy at the ▇▇▇▇▇ Meeting (the “▇▇▇▇▇ Securityholder Approval”);

(iii)

that in all other respects, the terms, conditions and restrictions of the ▇▇▇▇▇ constating documents, including quorum requirements and other matters, shall apply in respect of the ▇▇▇▇▇ Meeting;

(iv)

for the grant of the Dissent Rights to registered holders of ▇▇▇▇▇ Shares and ▇▇▇▇▇ Optionholders, which Dissent Rights shall provide for written objection to any Arrangement Resolution to be sent to ▇▇▇▇▇ by such ▇▇▇▇▇ Securityholders who wish to dissent at least two days before the ▇▇▇▇▇ Meeting;

(v)

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

(vi)

that the ▇▇▇▇▇ Meeting may be adjourned or postponed from time to time by management of ▇▇▇▇▇ without the need for additional approval of the Court; and (vii) that the record date for ▇▇▇▇▇ Securityholders 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.

(b)

▇▇▇▇▇ shall use all commercially reasonable efforts to obtain TSX’s conditional approval of the listing of all New ▇▇▇▇▇ Shares to be issued pursuant to the Arrangement.

(c)

The Parties agree that the Arrangement will be carried out with the intention that all ▇▇▇▇▇ Shares issued to ▇▇▇▇▇ Optionholders and all New ▇▇▇▇▇ Shares and Spinco Shares issued to the ▇▇▇▇▇ Shareholders and all Acquired ▇▇▇▇▇ Shares issued to the SciVac Securityholders, in each case pursuant to the Arrangement, will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

(i)

the Arrangement will be subject to the approval of the Court;

(ii)

the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption based on the Court’s approval of the Arrangement prior to the hearing of the Court required to approve the Arrangement;

(iii)

the Court will be invited to satisfy itself and find, prior to approving the Arrangement, that the Arrangement is fair and reasonable, both procedurally and substantively, to the ▇▇▇▇▇ Securityholders;

(iv)

(a) SciVac will ensure that each SciVac Securityholder entitled to receive New ▇▇▇▇▇ Shares, and (b) ▇▇▇▇▇ will ensure that each ▇▇▇▇▇ Securityholder entitled to receive New ▇▇▇▇▇ Shares or Spinco Shares, in each case pursuant to the Arrangement, will be given adequate notice advising such SciVac Securityholder or ▇▇▇▇▇ Securityholder, as applicable, of his or her right to attend the hearing of the Court with respect to the application for the Final Order (the “Final Application”) and provide each with sufficient information necessary for him or her to exercise that right;

(v)

the Interim Order will specify that each ▇▇▇▇▇ Securityholder will have the right to appear before the Court at the Final Application so long as they enter an appearance within a reasonable time; and

(vi)

the Final Order shall include statements substantially to the following effect:

“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of ▇▇▇▇▇ Resources Ltd. pursuant to the Plan of Arrangement”; and The Arrangement is fair and reasonable, both procedurally and substantively, to the ▇▇▇▇▇ Securityholders.”

(a)

▇▇▇▇▇ agrees to convene and conduct the ▇▇▇▇▇ Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Levon’s constating documents and applicable Laws as soon as reasonably practicable and in any event on or before June 30, 2015; provided, however, that if ▇▇▇▇▇ receives an Acquisition Proposal within seven Business Days prior to the date scheduled for the ▇▇▇▇▇ Meeting, then the ▇▇▇▇▇ Board shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to review and consider such Acquisition Proposal and, if the ▇▇▇▇▇ Board ultimately determines it to be a Superior Proposal, to observe and satisfy the Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the ▇▇▇▇▇ Meeting to a day not more than five Business Days following the expiry of the Response Period, if requested by SciVac to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.3(a), ▇▇▇▇▇ shall not be permitted to change the record date for its meeting, unless required by applicable Law. For purposes of this Section 2.3(a), all references to “20%” in the definition of “Acquisition Proposal” shall instead be references to “51%”.

(b)

▇▇▇▇▇ will use all commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by SciVac and at SciVac’s cost, by using proxy solicitation services, designated by SciVac, in compliance with any Laws applicable to the solicitation of proxies. ▇▇▇▇▇ shall instruct Levon’s transfer agent and any such proxy solicitation agents to report to SciVac concurrently with their reports to ▇▇▇▇▇, and to advise SciVac as SciVac may reasonably request, and on a daily basis on each of the last ten (10) Business Days prior to the ▇▇▇▇▇ Meeting, as to the aggregate tally of the proxies received by ▇▇▇▇▇ in respect of the Arrangement Resolution.

(c)

▇▇▇▇▇ will promptly advise SciVac of any written notice of dissent or purported exercise by any Levon Securityholder of Dissent Rights received by ▇▇▇▇▇ in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by ▇▇▇▇▇ and, subject to applicable Law, any written communications sent by or on behalf of ▇▇▇▇▇ to any ▇▇▇▇▇ Securityholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution. Subject to applicable Law, ▇▇▇▇▇ shall provide a copy of any written communication it proposes to send to any ▇▇▇▇▇ Securityholder exercising or purporting to exercise Dissent rights in relation to the Arrangement Resolution and provide SciVac and its Representatives a reasonable period of time to review and comment on such written communication prior to Levon’s transmitting such communication to such ▇▇▇▇▇ Securityholder, and ▇▇▇▇▇ shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by SciVac and its Representatives.

(d)

Within five days of execution of this Agreement and as soon as practicable after the record date for the ▇▇▇▇▇ Meeting, ▇▇▇▇▇ will deliver or cause to be delivered by its transfer agent and provided to SciVac a list of the holders of ▇▇▇▇▇ Shares, and will deliver to SciVac thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in electronic format if available from the Levon’s transfer agent.

(a)

▇▇▇▇▇ shall prepare the ▇▇▇▇▇ Circular in compliance with applicable Securities Laws and file the ▇▇▇▇▇ Circular on a timely basis, and in any event on or before May 15, 2015 in all jurisdictions where the same is required to be filed and mail the same as required by the Interim Order and in accordance with all applicable Laws, in all jurisdictions where the same is required. Without limiting the generality of the foregoing, ▇▇▇▇▇ shall, in consultation with SciVac, use all commercially reasonable efforts to abridge the timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, as provided in Section 2.20 thereof.

(b)

▇▇▇▇▇ shall ensure that the ▇▇▇▇▇ Circular complies with applicable Securities Laws, and, without limiting the generality of the foregoing, that the ▇▇▇▇▇ Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to SciVac or the SciVac Securityholders and provided by SciVac in writing) and shall provide ▇▇▇▇▇ Securityholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the ▇▇▇▇▇ Meeting. Subject to Sections 7.1 to 7.3, the ▇▇▇▇▇ Circular will include the unanimous recommendation of the ▇▇▇▇▇ Board that ▇▇▇▇▇ Securityholders vote in favour of the Arrangement Resolution, and a statement that each director of ▇▇▇▇▇ intends to vote all of such director’s ▇▇▇▇▇ Shares and ▇▇▇▇▇ Options in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the SciVac Lock-up Agreements.

(c)

SciVac will furnish to ▇▇▇▇▇ all such information regarding SciVac, its affiliates and the SciVac Securityholders as may be reasonably required by ▇▇▇▇▇ in the preparation of the ▇▇▇▇▇ Circular and other documents related thereto. SciVac shall ensure that no such information will include any untrue statement of a material fact or omit to state a material fact required to be stated in the ▇▇▇▇▇ Circular in order to make any information so furnished or any information concerning SciVac, its affiliates and the SciVac Securityholders not misleading in light of the circumstances in which it is disclosed. Subject to Section 2.4(d), SciVac shall also provide ▇▇▇▇▇ with disclosure regarding SciVac that is reasonably sufficient to allow ▇▇▇▇▇ to rely upon the Section 3(a)(10) Exemption with respect to the distribution of New ▇▇▇▇▇ Shares, Spinco Shares and Acquired ▇▇▇▇▇ Shares pursuant to the transactions described herein, and ▇▇▇▇▇ shall include such disclosure in the form provided by SciVac in the ▇▇▇▇▇ Circular.

(d)

SciVac and its Representatives shall be given a reasonable opportunity to review and comment on the ▇▇▇▇▇ Circular, prior to the ▇▇▇▇▇ Circular being printed and mailed to ▇▇▇▇▇ Securityholders and filed with the Securities Authorities, and ▇▇▇▇▇ shall give reasonable consideration to all additions, deletions or changes suggested thereto by SciVac and its Representatives; provided that all information relating to SciVac included in the ▇▇▇▇▇ Circular shall be in form and content satisfactory to SciVac, acting reasonably. ▇▇▇▇▇ shall provide SciVac with a final copy of the ▇▇▇▇▇ Circular prior to mailing to the ▇▇▇▇▇ Securityholders.

(e)

▇▇▇▇▇ and SciVac shall each promptly notify the other if at any time before the Effective Date, any of them becomes aware (in the case of ▇▇▇▇▇ only with respect to ▇▇▇▇▇ and Spinco and in the case of SciVac only with respect to SciVac and the SciVac Securityholders) that the ▇▇▇▇▇ Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the ▇▇▇▇▇ Circular, and the Parties shall cooperate in the preparation of any amendment or supplement to the ▇▇▇▇▇ Circular, as required or appropriate, and ▇▇▇▇▇ shall promptly mail or otherwise publicly disseminate any amendment or supplement to the ▇▇▇▇▇ Circular to ▇▇▇▇▇ Securityholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

(a)

Opinion of Financial Advisor to the Special Committee and Directors’ Approvals.

(i)

the Special Committee and the ▇▇▇▇▇ Board has received the opinion of ▇▇▇▇▇▇ Salpeter & Co., LLC to the effect that, as of the date of such opinion, based upon and subject to the assumptions, qualifications, limitations and other matters considered in connection with the preparation of such opinion, as of such opinion, the aggregate number of New ▇▇▇▇▇ Shares to be issued by ▇▇▇▇▇ to the SciVac Securityholders in exchange for the SciVac Shares, Capital Notes and Loans in the Arrangement after giving effect to the Spinco Disposition pursuant to this Agreement, was fair, from a financial point of view, to ▇▇▇▇▇; and

(ii)

the ▇▇▇▇▇ Board, after consultation with its financial and legal advisors, and based upon the unanimous recommendation of the Special Committee, has determined that the Arrangement is in the best interests of ▇▇▇▇▇ and is fair to the ▇▇▇▇▇ Securityholders and accordingly has resolved unanimously to recommend to the ▇▇▇▇▇ Securityholders that they vote in favour of the Arrangement Resolution. The ▇▇▇▇▇ Board has approved the Arrangement pursuant to the Plan of Arrangement and the execution and performance of this Agreement.

(b)

Organization and Qualification. ▇▇▇▇▇ is a corporation duly incorporated, amalgamated, continued or created and validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or legal power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. A true and complete copy of the constating documents of ▇▇▇▇▇ has been provided to SciVac. ▇▇▇▇▇ is duly registered, licensed or otherwise authorized and qualified to do business and each is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities, makes such qualification necessary, except where the failure to be so registered or in good standing or to have such permits would not have, or be expected to have, a Material Adverse Effect on ▇▇▇▇▇.

(c)

Authority Relative to this Agreement. ▇▇▇▇▇ has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by ▇▇▇▇▇ as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by ▇▇▇▇▇ and the performance by ▇▇▇▇▇ of its obligations under this Agreement have been duly authorized by the ▇▇▇▇▇ Board and except for obtaining ▇▇▇▇▇ Securityholder Approval, the Interim Order and the Final Order in the manner contemplated herein, and providing the Registrar of Companies under the BCBCA any records, information or other documents required by him in connection with the Arrangement, no other corporate proceedings on its part are necessary to authorize this Agreement or the Arrangement, other than with respect to the Circular and other matters relating thereto, the approval of the ▇▇▇▇▇ Board. This Agreement has been duly executed and delivered by ▇▇▇▇▇ and, constitutes a legal, valid and binding obligation of ▇▇▇▇▇, enforceable against ▇▇▇▇▇ in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(d)

No Violation. Except as set forth in Section 3.1(d) of the ▇▇▇▇▇ Disclosure Letter, neither the authorization, execution and delivery of this Agreement by ▇▇▇▇▇ nor the completion of the transactions contemplated by this Agreement or the Arrangement, nor the performance of its obligations hereunder or thereunder will:

(i)

result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of:

(A)

its or any ▇▇▇▇▇ subsidiary’s articles, charters or by-laws or other comparable organizational documents;

(B)

any Permit or Material Contract to which ▇▇▇▇▇ or any of the ▇▇▇▇▇ subsidiaries is a party or to which any of them, or any of their respective properties or assets, may be subject or by which ▇▇▇▇▇ or any of the ▇▇▇▇▇ subsidiaries is bound; or

(C)

any Laws, regulation, order, judgment or decree applicable to ▇▇▇▇▇ or the ▇▇▇▇▇ subsidiaries;

(ii)

give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitations under any note, bond, mortgage, indenture, Material Contract, license, franchise or Permit to which ▇▇▇▇▇ is a party;

(iii)

result in the imposition of any Lien upon any of the property or assets of ▇▇▇▇▇;

(iv)

give rise to any termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available;

(v)

restrict, hinder, impair or limit the ability of ▇▇▇▇▇ to conduct its business as and where it is now being conducted which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇; or

(vi)

result in any material payment (including retention, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of ▇▇▇▇▇ or any of the ▇▇▇▇▇ subsidiaries, or increase any benefit payable to such director, officer or employee by ▇▇▇▇▇ or any of the ▇▇▇▇▇ subsidiaries, or result in the acceleration of the time of payment or vesting of any such benefits.

(e)

Required Consents. No consents, approvals and notices required from any third party under any Material Contracts of ▇▇▇▇▇ or any of the ▇▇▇▇▇ subsidiaries in order for ▇▇▇▇▇ and its subsidiaries to proceed with the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement (including the transfer of the ▇▇▇▇▇ Mineral Properties and Spinco Assets to Spinco and the assumption by Spinco of the Spinco Liabilities) and the Arrangement pursuant to the Plan of Arrangement.

(f)

Capitalization. The authorized share capital of ▇▇▇▇▇ consists of an unlimited number of ▇▇▇▇▇ Shares. As of the close of business on March 18, 2015, there were issued and outstanding 231,564,423 ▇▇▇▇▇ Shares. As of the close of business on March 18, 2015, an aggregate of up to 21,965,000 ▇▇▇▇▇ Shares were issuable upon the exercise of ▇▇▇▇▇ Options. Except for the ▇▇▇▇▇ Options and the Plan of Arrangement, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by ▇▇▇▇▇ of any securities of ▇▇▇▇▇ (including ▇▇▇▇▇ Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of ▇▇▇▇▇ (including ▇▇▇▇▇ Shares) or any subsidiary of ▇▇▇▇▇. All outstanding ▇▇▇▇▇ Shares have been duly authorized and validly issued, are fully paid and non-assessable, and all ▇▇▇▇▇ Shares issuable upon the exercise of ▇▇▇▇▇ Options in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights or any applicable rules or policies of the TSX. All securities of ▇▇▇▇▇ (including the ▇▇▇▇▇ Shares and the ▇▇▇▇▇ Options) have been issued in compliance with all applicable Laws and Securities Laws. Other than the ▇▇▇▇▇ Options, there are no securities of ▇▇▇▇▇ or of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the ▇▇▇▇▇ Shareholders on any matter. There are no outstanding contractual or other obligations of ▇▇▇▇▇ or any of its subsidiaries to repurchase, redeem or otherwise acquire any of its securities or with respect to the voting or disposition of any outstanding securities of any of its subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of ▇▇▇▇▇ or any of its subsidiaries having the right to vote with the holders of the outstanding ▇▇▇▇▇ Shares on any matters.

(g)

Ownership of Subsidiaries. Section 3.1(g) of the ▇▇▇▇▇ Disclosure Letter lists, as of the date hereof, each ▇▇▇▇▇ subsidiary (including its jurisdiction of incorporation or formation). All of the outstanding capital stock of, or other equity interests in, each ▇▇▇▇▇ subsidiary is, directly or indirectly, owned by ▇▇▇▇▇. All the issued and outstanding shares of capital stock of, or other equity interests in, each such ▇▇▇▇▇ subsidiary owned by ▇▇▇▇▇, to the extent applicable, have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by ▇▇▇▇▇ free and clear of all Liens, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or similar interests. Except as set forth in Section 3.1(g) of the ▇▇▇▇▇ Disclosure Letter, ▇▇▇▇▇ does not own, directly or indirectly any capital stock of, or other voting securities or equity or similar interests in, any corporation, partnership, joint venture, association, limited liability company or other entity or Person.

(h)

Reporting Status and Securities Laws Matters. ▇▇▇▇▇ is a “reporting issuer” and not on the list of reporting issuers in default under applicable Canadian provincial Securities Laws in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Island, Newfoundland and Labrador. The ▇▇▇▇▇ Shares are listed on, and ▇▇▇▇▇ is in compliance with the rules and policies of, the TSX. ▇▇▇▇▇ is not subject to regulation by any other stock exchange. No delisting, suspension of trading in or cease trading order with respect to any securities of ▇▇▇▇▇ and, to the knowledge of ▇▇▇▇▇, no inquiry or investigation (formal or informal) of any Securities Authority (including, for purposes of this paragraph, any similar authority in the United States) or the TSX is in effect or ongoing or, to the knowledge of ▇▇▇▇▇, expected to be implemented or undertaken.

(i)

Public Filings. ▇▇▇▇▇ has filed all documents required to be filed by it in accordance with applicable Securities Laws with the Securities Authorities and the TSX. All such documents and information comprising the ▇▇▇▇▇ Public Disclosure Record, as of their respective dates (or, if amended, as of the date of such amendment), (1) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (2) complied in all material respects with the requirements of applicable Securities Laws, and any amendments to the ▇▇▇▇▇ Public Disclosure Record required to be made have been filed on a timely basis with the Securities Authorities and the TSX. ▇▇▇▇▇ has not filed any confidential material change report with any Securities Authorities or the TSX that at the date of this Agreement remains confidential.

(j)

▇▇▇▇▇ Financial Statements. Levon’s audited consolidated financial statements as at and for the fiscal years ended March 31, 2014, 2013 and 2012 (including the notes thereto) and related management’s discussion and analysis (“MD&A”) and Levon’s unaudited consolidated financial statements as at and for the nine months ended December 31, 2014 (collectively, the “▇▇▇▇▇ Financial Statements”) were prepared in accordance with IFRS consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Levon’s independent auditors, or (B) in the case of unaudited interim statements, are subject to normal period-end adjustments (none of which are material, individually or in the aggregate) and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly in all material respects the consolidated financial condition, results of operations, changes in financial position of ▇▇▇▇▇ and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments, none of which are material, individually or in the aggregate) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of ▇▇▇▇▇ and its subsidiaries on a consolidated basis. There has been no material change in Levon’s accounting policies, except as described in the notes to the ▇▇▇▇▇ Financial Statements, since March 31, 2013.

(k)

Financial Reporting. ▇▇▇▇▇ has not failed to disclose any information regarding any event, circumstance or action taken or failed to be taken within the knowledge of ▇▇▇▇▇ as at the date of this Agreement which could reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇. To the knowledge of ▇▇▇▇▇, prior to the date of this Agreement there is and has been no fraud, whether or not material, involving management or any other employees who have a significant role in the financial reporting of ▇▇▇▇▇. Since March 31, 2013, ▇▇▇▇▇ has received no: (x) complaints from its auditors, the TSX or any Governmental Entity regarding accounting, internal accounting controls or auditing matters; or (y) expressions of concern from employees of ▇▇▇▇▇ or any ▇▇▇▇▇ subsidiary regarding questionable accounting or auditing matters.

(l)

Books and Records. The financial books, records and accounts of ▇▇▇▇▇ and its subsidiaries: (i) have been maintained in all material respects in accordance with applicable Laws and IFRS on a basis consistent with prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions, acquisitions and dispositions of the assets of ▇▇▇▇▇ and its subsidiaries in all material respects; and (iii) accurately and fairly reflect the basis for ▇▇▇▇▇ Financial Statements.

(m)

Minute Books. The corporate minute books of ▇▇▇▇▇ contain minutes of all meetings and resolutions of its board of directors and committees of such boards of directors or managers other than the Special Committee, as applicable, other than those portions of minutes of meetings reflecting discussions of the Arrangement, and shareholders or members, as applicable, held according to applicable Laws and are complete and accurate in all material respects.

(n)

No Undisclosed Liabilities. ▇▇▇▇▇ and its subsidiaries have no outstanding indebtedness, liability or obligation (including liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person, other than those specifically identified in the ▇▇▇▇▇ Financial Statements, or incurred in the ordinary course of business since the date of the most recent financial statements of ▇▇▇▇▇ Financial Statements.

(o)

No Material Change. Since March 31, 2014, except as contemplated by this Agreement:

(i)

Each of ▇▇▇▇▇ and each subsidiary of ▇▇▇▇▇ has conducted its business only in the ordinary and regular course of business;

(ii)

there has not occurred any event that constituted or with the passage of time would constitute a Material Adverse Effect in respect of ▇▇▇▇▇ and its subsidiaries taken as a whole;

(iii)

the business and property of ▇▇▇▇▇ and its subsidiaries conform in all material respects to the description thereof contained in the ▇▇▇▇▇ Public Disclosure Record and there has not been any acquisition or sale by ▇▇▇▇▇ or any of its subsidiaries of any material property or assets;

(iv)

other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by ▇▇▇▇▇ or any of its subsidiaries of any debt for borrowed money, any creation or assumption by ▇▇▇▇▇ or any of its subsidiaries of any Lien or any making by ▇▇▇▇▇ or any of its subsidiaries of any loan, advance or capital contribution to or investment in any other Person;

(v)

there has been no dividend or distribution of any kind declared, paid or made by ▇▇▇▇▇ on any ▇▇▇▇▇ Shares or any other securities of ▇▇▇▇▇;

(vi)

▇▇▇▇▇ has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding ▇▇▇▇▇ Shares; and

(vii)

there has not been any material increase in or modification of the compensation payable to or to become payable by ▇▇▇▇▇ or any of its subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including the granting of ▇▇▇▇▇ Options pursuant to the ▇▇▇▇▇ Stock Option Plan) made to, for or with any of such directors, officers, employees or consultants.

(p)

Litigation. There is no claim, action, suit, grievance, complaint, proceeding or investigation that has been commenced or, to the knowledge of ▇▇▇▇▇, is threatened affecting ▇▇▇▇▇ or the ▇▇▇▇▇ subsidiaries or affecting any of their respective property or assets at law or in equity before or by any Governmental Entity, including matters arising under Environmental Laws, which, individually or in the aggregate, if determined adversely to ▇▇▇▇▇ or the ▇▇▇▇▇ subsidiaries, as the case may be, has or could reasonably be expected to result in liability to ▇▇▇▇▇ in excess of $50,000. Neither ▇▇▇▇▇ nor any of the ▇▇▇▇▇ subsidiaries nor their respective assets or properties is subject to any outstanding judgment, order, writ, injunction or decree.

(q)

Taxes.

(i)

▇▇▇▇▇ has filed or caused or will cause to be filed all Returns required to be filed by applicable Law on or before the Effective Date. All such Returns are correct and complete in all material respects. ▇▇▇▇▇ has timely paid all material Taxes that are due and payable by ▇▇▇▇▇, including all instalments on account of taxes for the current year that are due and payable by ▇▇▇▇▇ whether or not assessed (or reassessed) by the appropriate Governmental Entity, and has, as applicable, timely remitted such Taxes to the appropriate Governmental Entity under applicable Law. There are no liens for Taxes upon any of the assets or properties of ▇▇▇▇▇ except Liens for current Taxes not yet due and payable.

(ii)

There is no material dispute or claim, including any audit, investigation or examination by any Governmental Entity, actual, pending or, to the knowledge of ▇▇▇▇▇, threatened, concerning any Tax liability of ▇▇▇▇▇, no written notice of such an audit, investigation, examination, material dispute or claim has been received by ▇▇▇▇▇.

(iii)

▇▇▇▇▇ has not requested, or entered into any agreement or other arrangement, or executed any waiver providing for, any extension of time within which:

(A)

to file any Return (which has not since been filed) in respect of any Taxes for which ▇▇▇▇▇ is or may be liable;

(B)

to file any elections, designations or similar filings relating to Taxes (which have not since been filed) for which ▇▇▇▇▇ is or may be liable;

(C)

▇▇▇▇▇ is required to pay or remit any Taxes or amounts on account of Taxes (which have not since been paid or remitted); or

(D)

any Governmental Entity may assess or collect Taxes for which ▇▇▇▇▇ is liable.

(iv)

▇▇▇▇▇ has duly and timely deducted, collected or withheld from any amount paid or credited by it to or for the account or benefit of any Person and has duly and timely remitted the same (or is properly holding for such remittance) to the appropriate Governmental Entity all Taxes and amounts it is required by applicable Law to so deduct or collect and remit.

(v)

▇▇▇▇▇ has not acquired property or services from, or disposed of property or provided services to, any Person with whom it does not deal at Arm’s Length for an amount that is other than the fair market value of such property or services.

(vi)

For all transactions between ▇▇▇▇▇ and any Person who is not resident in Canada for purposes of the Tax Act with whom ▇▇▇▇▇ was not dealing at Arm’s Length, ▇▇▇▇▇ has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.

(vii)

To Levon’s knowledge, no claim has ever been made by any Governmental Entity in a jurisdiction where ▇▇▇▇▇ does not file Returns that ▇▇▇▇▇ is or may be subject to Taxes or is required to file Returns in that jurisdiction.

(viii)

There are no rulings or closing agreements relating to ▇▇▇▇▇ which could affect Levon’s liability for Taxes for any taxable period after the Effective Date. ▇▇▇▇▇ has not requested an advance tax ruling from the Canada Revenue Agency or comparable rulings from other taxing authorities.

(ix)

▇▇▇▇▇ has maintained and continues to maintain in all material respects at its place of business in Canada all records and books of account required to be maintained under the Tax Act, the Excise Tax Act (Canada) and any comparable Law of any province or territory in Canada, including Laws relating to sales and use taxes.

(x)

The terms and conditions made or imposed in respect of every transaction (or series of transactions) between ▇▇▇▇▇ and any Person that is (i) a non-resident of Canada for purposes of the Tax Act, and (ii) not dealing at Arm’s Length with ▇▇▇▇▇, do not differ from those that would have been made between Persons dealing at Arm’s Length.

(xi)

▇▇▇▇▇ is not party to or bound by any tax sharing agreement or tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity). Without limiting the generality of the foregoing, ▇▇▇▇▇ has not entered into an agreement contemplated in Section 80.04 or 191.3, or subsection 18(2.3), 125(3), 127(13) to (17) or 127(20) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

(xii)

▇▇▇▇▇ will not be required to include in a tax period ending after the Effective Date any amount of net taxable income (after taking into account deductions claimed for such a period that relate to a prior period) attributable to income that accrued, or that was required to be reported for financial accounting purposes in a prior taxable period but that was not included in taxable income for that or another prior tax period.

(xiii)

There are no transactions or events that have resulted, and no circumstances existing which could result, in the application of Sections 80, 80.01, 80.02, 80.03, 80.04 of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

(xiv)

▇▇▇▇▇ has not incurred any deductible outlay or expense owing to a Person not dealing at Arm’s Length with ▇▇▇▇▇, the amount of which would, in the absence of an agreement filed under paragraph 78(1)(b) of the Tax Act, be included in Levon’s income for Canadian income tax purposes for any taxation year or fiscal period beginning on or after the Effective Date under paragraph 78(1)(a) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

(xv)

▇▇▇▇▇ has not acquired property from a Person not dealing at Arm’s Length with it in circumstances that would result in ▇▇▇▇▇ becoming liable to pay Taxes of such Person under subsection 160(1) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

(r)

Material Contracts. With respect to the Material Contracts of ▇▇▇▇▇:

(i)

Section 3.1(r) of the ▇▇▇▇▇ Disclosure Letter includes a complete and accurate list of all Material Contracts to which ▇▇▇▇▇ is bound, and that are currently in force and ▇▇▇▇▇ has made available to SciVac for inspection true and complete copies of all such Material Contracts.

(ii)

All of the Material Contracts of ▇▇▇▇▇ are in full force and effect, and ▇▇▇▇▇ is entitled to all rights and benefits thereunder in accordance with the terms thereof. ▇▇▇▇▇ has not waived any material rights under any Material Contracts and no material default or breach exists in respect thereof on the part of ▇▇▇▇▇ or, to the knowledge of ▇▇▇▇▇, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts.

(iii)

All of the Material Contracts of ▇▇▇▇▇ are valid and binding obligations of ▇▇▇▇▇, as applicable, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(iv)

As at the date hereof, ▇▇▇▇▇ has not received written notice that any party to a Material Contract of ▇▇▇▇▇ intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of ▇▇▇▇▇, no such action has been threatened.

(v)

▇▇▇▇▇ is not a party to any Material Contract that contains any non-competition obligation or otherwise restricts in any way the business of ▇▇▇▇▇.

(s)

Environmental Matters.

(i)

▇▇▇▇▇ has carried on its business and operations in compliance in all material respects with all applicable Environmental Laws and all terms and conditions of all Environmental Permits;

(ii)

▇▇▇▇▇ has not received any written order, request or notice from any Person alleging a material violation by ▇▇▇▇▇ of any Environmental Law;

(iii)

▇▇▇▇▇ (a) is not a party to any litigation or administrative proceeding, nor is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, and (b) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws; and (c) is not involved in remediation operations and does not know of any facts, circumstances or conditions, including any Release of Hazardous Substance, that would reasonably be expected to result in any material Environmental Liabilities.

(t)

Compliance with Laws. ▇▇▇▇▇ and its subsidiaries have complied in all material respects with and none are in material violation of, any applicable Laws. ▇▇▇▇▇ has not received any written notices or other correspondence from any Governmental Entity regarding any circumstances that have existed or currently exist which would lead to a loss, suspension, or modification of, or a refusal to issue, any material license, permit, authorization, approval, registration or consent of a Governmental Entity relating to its activities which would reasonably be expected to restrict, curtail, limit or adversely affect the ability of ▇▇▇▇▇ to operate its business and which would have, or would reasonably be expected to have, a Material Adverse Effect on ▇▇▇▇▇.

(u)

Employment Matters.

(i)

Section 3.1(u) of the ▇▇▇▇▇ Disclosure Letter sets forth a complete list of all employees and consultants of ▇▇▇▇▇, together with their titles, salaries and bonus (whether monetary or otherwise), and a list of the directors and the terms of their compensation. Other than as set forth in Section 3.1(u) of the ▇▇▇▇▇ Disclosure Letter, no such employee is on long-term disability leave, extended absence or workers’ compensation leave.

(ii)

Other than as set forth in Section 3.1(u) of the ▇▇▇▇▇ Disclosure Letter, ▇▇▇▇▇ is not:

(A)

a party to any written or oral agreement, arrangement, plan, obligation, policy or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of ▇▇▇▇▇;

(B)

a party to any collective bargaining agreement or multiemployer plan nor, to the knowledge of ▇▇▇▇▇, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, or to the knowledge of ▇▇▇▇▇, pending or threatened strikes or lockouts at ▇▇▇▇▇; and

(C)

subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of ▇▇▇▇▇, threatened, or any litigation, actual or, to the knowledge of ▇▇▇▇▇, threatened, relating to its employees or independent contractors (including any termination of such individuals).

(iii)

▇▇▇▇▇ has been and is now in compliance, in all material respects, with all applicable Laws with respect to employment and labour and there are no current, pending, or, to the knowledge of ▇▇▇▇▇, threatened proceedings before any Governmental Entity with respect to employment or labour.

(iv)

Other than the ▇▇▇▇▇ Stock Option Plan, ▇▇▇▇▇ has not, and is not subject to any present or future obligation or liability under, any pension plan, deferred compensation plan, retirement income plan, stock option or stock purchase plan, profit sharing plan, bonus plan, employee benefit plan or policy, employee group insurance plan, program policy or practice, formal or informal, with respect to its employees.

(v)

Related Party Transactions. With the exception of any contracts related to ▇▇▇▇▇ Options, there are no Contracts or other transactions currently in place between ▇▇▇▇▇, on the one hand, and: (i) any officer or director of ▇▇▇▇▇ or the ▇▇▇▇▇ subsidiaries; (ii) any holder of record or, to the knowledge of ▇▇▇▇▇, beneficial owner of 10% or more of the ▇▇▇▇▇ Shares; or (iii) any affiliate or associate of any such, officer, director, holder of record or beneficial owner, on the other hand.

(w)

Registration Rights. No Person has any right to compel ▇▇▇▇▇ to register or otherwise qualify the ▇▇▇▇▇ Shares (or any of them) or any other securities of ▇▇▇▇▇ or any of its subsidiaries for public sale or distribution.

(x)

Rights of Other Persons. No Person has any right of first refusal or option to purchase or any other right of participation in any of the properties or assets owned by ▇▇▇▇▇, or any part thereof.

(y)

Restrictions on Business Activities. There is no arbitral award, judgment, injunction, constitutional ruling, order or decree binding upon ▇▇▇▇▇ that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing any business practice of ▇▇▇▇▇, any acquisition or disposition of property by ▇▇▇▇▇, or the conduct by ▇▇▇▇▇ of its business as currently conducted, which could reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇.

(z)

Brokers. Except as disclosed by ▇▇▇▇▇ to SciVac, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of ▇▇▇▇▇, and the aggregate amount of such fees that may become payable in respect of all such arrangements is set out in Section 3.1(z) to the ▇▇▇▇▇ Disclosure Letter.

(aa)

Insurance. As of the date hereof, ▇▇▇▇▇ has such policies of insurance as are listed in Section 3.1(aa) of the ▇▇▇▇▇ Disclosure Letter. All insurance maintained by ▇▇▇▇▇ is in full force and effect and in good standing and is in amounts and in respect of such risks as are normal and usual for companies of similar size operating in the mining industry in the locations in which ▇▇▇▇▇ operates.

(bb)

United States Securities Laws. The common shares of ▇▇▇▇▇ are registered under Section 12(g) of the U.S. Exchange Act and ▇▇▇▇▇ is current in its reporting obligations with the SEC pursuant to the requirements of the Exchange Act and the rules and regulations promulgated thereunder. ▇▇▇▇▇ is not registered, and is not required to be registered, as an “investment company” under the United States Investment Company Act of 1940, as amended.

(cc)

Certain Business Practices. To the knowledge of ▇▇▇▇▇, neither ▇▇▇▇▇, the ▇▇▇▇▇ subsidiaries nor any director, officer, agent or employee of ▇▇▇▇▇ or the ▇▇▇▇▇ subsidiaries (in their capacities as such) has:

(i)

used or agreed to use funds for contributions, gifts, entertainment or other purposes relating to political activity in violation of Law including the CFPOA or the FCPA; or

(ii)

made or agreed to make any payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns in violation of Law, including the CFPOA or the FCPA.

(a)

Authority Relative to this Agreement. SciVac has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by SciVac and the performance by it of its obligations hereunder have been duly authorized by its board of directors and shareholders and no other corporate proceedings on its part, including any consents of the Offerors, are necessary to authorize this Agreement or the Arrangement that have not been taken. This Agreement has been duly executed and delivered by SciVac and constitutes a legal, valid and binding obligation of SciVac, enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.

(b)

Organization and Qualification; Subsidiaries. SciVac and its sole subsidiary is a corporation or limited liability company, as applicable duly incorporated, amalgamated, continued or created and validly existing under the applicable Laws of its jurisdiction of incorporation, continuance or creation and has all necessary corporate or legal power and capacity to own its property and assets as now owned and to carry on its business as it is now being conducted. SciVac and its sole subsidiary is duly registered, licensed or otherwise authorized and qualified to do business and each is in good standing in each jurisdiction in which the character of its properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification necessary, except where the failure to be so registered or in good standing or to have such Permits would not have a Material Adverse Effect on SciVac.

(c)

No Material Change. Since December 31, 2014:

(i)

Each of SciVac and its sole subsidiary has conducted its business only in the ordinary and regular course of business;

(ii)

there has not occurred any event that constituted or with the passage of time would constitute a Material Adverse Effect in respect of SciVac and its sole subsidiary taken as a whole;

(iii)

SciVac has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding SciVac Shares;

(iv)

SciVac has not effected any material change in its accounting methods, principles or practices;

(v)

there has been no dividend or distribution of any kind declared, paid or made by SciVac on any SciVac Shares;

(vi)

the business and property of SciVac and its sole subsidiary conform in all material respects to the description thereof contained in the documents made available to ▇▇▇▇▇ in the electronic data room established by SciVac and there has not been any acquisition or sale by SciVac or its sole subsidiary of any material property or assets; and

(vii)

other than in the ordinary and regular course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by SciVac or its sole subsidiary of any debt for borrowed money, any creation or assumption by SciVac or its sole subsidiary of any Lien or any making by SciVac of any loan, advance or capital contribution to or investment in any other Person.

(d)

No Violations. Neither the authorization, execution and delivery of this Agreement by SciVac nor the completion of the transactions contemplated by the Agreement or the Arrangement, nor the performance of its obligations thereunder, nor compliance by SciVac with any of the provisions hereof will:

(i)

result in a violation or breach of, constitute a default (or an event which, with notice or lapse of time or both, would become a default), require any consent or approval to be obtained or notice to be given under, or give rise to any third party right of termination, cancellation, suspension, acceleration, penalty or payment obligation or right to purchase or sale under, any provision of: (A) the articles of incorporation, by-laws or other constating documents of any Offeror or SciVac or its sole subsidiary, (B) any Permit or Material Contract to which any Offeror, SciVac or its sole subsidiary is a party or to which any of them, or any of their respective properties or assets, may be subject or by which any Offeror or SciVac is bound, or (C) any Law, regulation, order, judgment or decree applicable to any Offeror, SciVac, its sole subsidiary or any of their respective properties or assets.

(ii)

give rise to any rights of first refusal or trigger any change in control provisions, rights of first offer or first refusal or any similar provisions or any restrictions or limitations under any note, bond, mortgage, indenture, Material Contract, license, franchise or Permit to which any Offeror, SciVac or its sole subsidiary is a party;

(iii)

give rise to any termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; or

(iv)

result in the imposition of any Lien upon any of the property or assets of SciVac or its sole subsidiary or restrict, hinder, impair or limit the ability of either SciVac or its sole subsidiary to conduct its business as and where it is now being conducted which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SciVac.

(e)

Required Consents. No consents, approvals and notices are required from any third party under any Material Contracts of SciVac in order for SciVac or its sole subsidiary to proceed with the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement and the Arrangement pursuant to the Plan of Arrangement.

(f)

Capitalization. The authorized share capital of SciVac consists of 100,000 SciVac Shares. As of the close of business on the date hereof, 1,242 SciVac Shares were issued and outstanding, and except as noted in Section 4.1(f) of the SciVac Disclosure Letter, there are no options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by SciVac of any securities of SciVac (including SciVac Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of SciVac (including SciVac Shares) or subsidiaries of SciVac. All outstanding SciVac Shares have been duly authorized and validly issued, are fully paid and non-assessable.

(g)

Ownership of Sole Subsidiary. Section 4.1(g) of the SciVac Disclosure Letter lists, as of the date hereof, SciVac’s sole subsidiary (including its jurisdiction of formation). All of the outstanding capital stock of, or other equity interests in, SciVac’s sole subsidiary is, directly or indirectly, owned by SciVac. All the issued and outstanding shares of capital stock of, or other equity interests in, SciVac’s sole subsidiary, to the extent applicable, have been validly issued and are fully paid and non-assessable and are owned directly or indirectly by SciVac free and clear of all Liens, and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or similar interests. Except as set forth in Section 4.1(g) of the SciVac Disclosure Letter, SciVac does not own, directly or indirectly any capital stock of, or other voting securities or equity or similar interests in, any corporation, partnership, joint venture, association, limited liability company or other entity or Person.

(h)

Reporting Status. SciVac is not and is not required to be a “reporting issuer” or the equivalent under the applicable Securities Laws of any jurisdiction.

(i)

SciVac Financial Statements. SciVac’s unaudited financial statements as at and for the fiscal years ended 2012, 2013 and 2014 (including the notes thereto) (collectively, the “SciVac Financial Statements”) were prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto, and such statements are otherwise subject to normal period-end adjustments (none of which are material, individually or in the aggregate) and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly in all material respects the financial condition, results of operations and changes in financial position of SciVac as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments, none of which are material, individually or in the aggregate) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of SciVac and, to the extent applicable, its sole subsidiary on a consolidated basis. There has been no material change in SciVac’s accounting policies, except as described in the notes to the SciVac Financial Statements, since December 31, 2014.

(j)

Books and Records. The financial books, records and accounts of SciVac and its sole subsidiary: (i) have been maintained in all material respects in accordance with applicable Laws and GAAP or IFRS on a basis consistent with prior years; (ii) are stated in reasonable detail and accurately and fairly reflect the transactions, acquisitions and dispositions of the assets of SciVac and its sole subsidiary in all material respects; and (iii) accurately and fairly reflect in all material respect the basis for SciVac Financial Statements.

(k)

Minute Books. The corporate minute books of SciVac contain minutes of substantially all meetings and resolutions of its board of directors and committees of such boards of directors or managers, as applicable, other than those portions of minutes of meetings reflecting discussions of the Arrangement, and shareholders or members, as applicable, held according to applicable Laws and are complete and accurate in all material respects.

(l)

No Undisclosed Liabilities. SciVac and its sole subsidiary have no outstanding indebtedness, liability or obligation (including liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the obligations, liabilities or indebtedness of any Person other than those (i) fully disclosed or reflected or reserved in the SciVac Financial Statements, (ii) arising in the ordinary course of business consistent with past practice since December 31, 2014 and that have not had and would not reasonably be expected to have a Material Adverse Effect on SciVac, (iii) disclosed in Schedule 4.1(k) of the SciVac Disclosure Letter or (iv) pursuant to this Agreement or the Plan of Arrangement.

(m)

Taxes. Except as set forth in Section 4.1(m) of the SciVac Disclosure Letter:

(i)

SciVac has filed or caused or will cause to be filed all Returns required to be filed by applicable Law on or before the Effective Date. All such Returns are correct and complete in all material respects. SciVac has timely paid all material Taxes that are due and payable by SciVac, including all instalments on account of taxes for the current year that are due and payable by SciVac whether or not assessed (or reassessed) by the appropriate Governmental Entity, and has, as applicable, timely remitted such Taxes to the appropriate Governmental Entity under applicable Law. SciVac and its sole subsidiary have no liability for unpaid Taxes that, in the aggregate, would be expected to have a Material Adverse Effect on SciVac. There are no liens for Taxes upon any of the assets or properties of SciVac except Liens for current Taxes not yet due and payable.

(ii)

There is no material dispute or claim, including any audit, investigation or examination by any Governmental Entity, actual, pending or, to the knowledge of SciVac, threatened, concerning any Tax liability of SciVac, no written notice of such an audit, investigation, examination, material dispute or claim has been received by SciVac.

(iii)

SciVac has not requested, or entered into any agreement or other arrangement, or executed any waiver providing for, any extension of time within which:

(A)

to file any Return (which has not since been filed) in respect of any Taxes for which SciVac is or may be liable;

(B)

to file any elections, designations or similar filings relating to Taxes (which have not since been filed) for which SciVac is or may be liable;

(C)

SciVac is required to pay or remit any Taxes or amounts on account of Taxes (which have not since been paid or remitted); or

(D)

any Governmental Entity may assess or collect Taxes for which SciVac is liable.

(iv)

SciVac has duly and timely deducted, collected or withheld from any amount paid or credited by it to or for the account or benefit of any Person and has duly and timely remitted the same (or is properly holding for such remittance) to the appropriate Governmental Entity all Taxes and amounts it is required by applicable Law to so deduct or collect and remit.

(v)

SciVac has not acquired property or services from, or disposed of property or provided services to, any Person with whom it does not deal at Arm’s Length for an amount that is other than the fair market value of such property or services.

(vi)

To SciVac’s knowledge, no claim has ever been made by any Governmental Entity in a jurisdiction where SciVac does not file Returns that SciVac is or may be subject to Taxes or is required to file Returns in that jurisdiction.

(vii)

There are no rulings or closing agreements relating to SciVac which could affect SciVac’s liability for Taxes for any taxable period after the Effective Date. SciVac has not requested an advance tax ruling from the Canada Revenue Agency or comparable rulings from other taxing authorities.

(viii)

SciVac has maintained and continues to maintain in all material respects at its principal place of business all records and books of account required to be maintained under applicable Tax Laws.

(ix)

SciVac is not party to or bound by any tax sharing agreement or tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Entity).

(x)

SciVac has not acquired property from a Person not dealing at arm’s length with it in circumstances that would result in SciVac becoming liable to pay Taxes of such Person under applicable Tax Laws.

(xi)

SciVac will not be required to include in a tax period ending after the Effective Date any amount of net taxable income (after taking into account deductions claimed for such a period that relate to a prior period) attributable to income that accrued, or that was required to be reported for financial accounting purposes in a prior taxable period but that was not included in taxable income for that or another prior tax period

(n)

Litigation. Except as set forth in Section 4.1(n) of the SciVac Disclosure Letter, there are no material claims, actions, suits, grievances, complaints, investigations or proceedings pending or, to the knowledge of SciVac, threatened affecting SciVac or its sole subsidiary or affecting any of their respective material property or assets or Intellectual Property at law or in equity before or by any Governmental Entity. Neither SciVac nor its sole subsidiary nor any of their respective assets or properties is subject to any outstanding material judgment, order, writ, injunction or decree.

(o)

Material Contracts. With respect to the Material Contracts of SciVac:

(i)

Section 4.1(o) of the SciVac Disclosure Letter includes a complete and accurate list of all Material Contracts to which SciVac and its sole subsidiary is bound, and that are currently in force and SciVac and its sole subsidiary have made available to ▇▇▇▇▇ for inspection true and complete copies of all such Material Contracts.

(ii)

All of the Material Contracts of SciVac and its sole subsidiary are in full force and effect, and SciVac and its sole subsidiary are entitled to all rights and benefits thereunder in accordance with the terms thereof. SciVac and its sole subsidiary have not waived any material rights under any Material Contract and no material default or breach exists in respect thereof on the part of SciVac or its sole subsidiary or, to the knowledge of SciVac or its sole subsidiary, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, would constitute such a default or breach or trigger a right of termination of any of such Material Contracts.

(iii)

All of the Material Contracts of SciVac and its sole subsidiary are valid and binding obligations of SciVac and its sole subsidiary, as applicable, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(iv)

As at the date hereof, SciVac and its sole subsidiary have not received written notice that any party to a Material Contract of SciVac or its sole subsidiary intends to cancel, terminate or otherwise modify or not renew such Material Contract, and to the knowledge of SciVac and its sole subsidiary, no such action has been threatened.

(v)

SciVac and its sole subsidiary are not a party to any Material Contract that contains any non-competition obligation or otherwise restricts in any way the business of SciVac or its sole subsidiary.

(p)

Permits.

(i)

Each of SciVac and its sole subsidiary has obtained and is in material compliance with all material Permits required by applicable Laws, necessary to conduct its current business as now being conducted; and

(ii)

there are no facts, events or circumstances that would reasonably be expected to result in a failure to obtain or be in material compliance with such material Permits as are necessary to conduct the business of SciVac and its sole subsidiary as it is currently being conducted.

(q)

Expropriation. No part of the property or assets of SciVac or its sole subsidiary has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given or commenced nor does SciVac know of any intent or proposal to give such notice or commence any such proceedings.

(r)

Rights of Other Persons. No Person has any right of first refusal or option to purchase or any other right of participation in any of the material properties or assets owned by SciVac or its sole subsidiary, or any part thereof, except as disclosed in the SciVac Financial Statements.

(s)

Environmental Matters.

(i)

SciVac and its sole subsidiary have carried on their respective businesses and operations in compliance in all material respects with all applicable Environmental Laws and all terms and conditions of all Environmental Permits;

(ii)

neither SciVac nor its sole subsidiary has received any written order, request or notice from any Person alleging a material violation of any Environmental Law; and

(iii)

neither SciVac nor its sole subsidiary (a) is a party to any litigation or administrative proceeding, or is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (1) asserts or alleges that it violated any Environmental Laws, (2) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (3) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, (b) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws and (c) is involved in remediation operations and does not know of any facts, circumstances or conditions, including any Release of Hazardous Substance, that, in the case of each of the foregoing clauses (a), (b) and (c) would reasonably be expected to result in a Material Adverse Effect.

(t)

Intellectual Property.

(i)

SciVac does not own any Registered IP other than the registered trademarks identified on Section 4.1(t) of the SciVac Disclosure Letter.

(ii)

SciVac has delivered or made available to ▇▇▇▇▇ in the electronic data room established by SciVac an accurate and complete copy of each standard form of the following documents and Contracts used by SciVac at any time: (A) terms and conditions with respect to the clinical testing, distribution, sale, or provisioning of any SciVac Product; (B) employee agreement or similar Contract containing any assignment or license of Intellectual Property or any confidentiality provision; or (C) consulting or independent contractor agreement or similar Contract containing any assignment or license of Intellectual Property or any confidentiality provision. Section 4.1(t) of the SciVac Disclosure Letter accurately identifies each Contract concerning the subject matter of (A), (B) or (C) that is material to SciVac and that deviates in any material respect from the corresponding standard form described above;

(iii)

SciVac exclusively owns all right, title and interest to and in the SciVac IP (other than Intellectual Property licensed to the Company, as identified in Section 4.1(t) of the SciVac Disclosure Letter or pursuant to commercially available third party software and material transfer agreements entered into in the ordinary course of business) free and clear of any Liens. Without limiting the generality of the foregoing:

(A)

all documents and instruments required to perfect the rights of SciVac in the registered trademarks identified on Section 4.1(t) of the SciVac Disclosure Letter have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Entity;

(B)

no current or former officer or other employee, or any individual who is a current or former independent contractor, consultant or director, of SciVac or its subsidiaries, to the knowledge of SciVac, has any claim, right (whether or not currently exercisable) or interest to or in any SciVac IP and each such individual who is or was involved in the creation or development of any Intellectual Property for or on behalf of SciVac has signed a valid, enforceable agreement containing an assignment of all rights in and to such Intellectual Property to SciVac and confidentiality provisions protecting the SciVac IP;

(C)

SciVac and its sole subsidiary have taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by SciVac and its sole subsidiary, or purported to be held by SciVac and its sole subsidiary, as a trade secret;

(D)

none of SciVac and its sole subsidiary is now or has ever been a member or promoter of, or a contributor to, any industry standards body or any similar organization that would reasonably be expected to require or SciVac and its sole subsidiary to grant or offer to any other Person any license or right to any SciVac IP; and

(E)

SciVac and its sole subsidiary own or otherwise have, and after the completion of the transactions contemplated by this Agreement, will continue to have, the right, through ownership, license or otherwise, to all Intellectual Property reasonably necessary to conduct the business of SciVac and its sole subsidiary as conducted as of the date of this Agreement;

(iv)

all SciVac IP that is material to the business of SciVac and its sole subsidiary is valid, subsisting and enforceable;

(v)

neither the execution, delivery or performance of this Agreement nor the consummation of any of the transactions contemplated by this Agreement will, or would reasonably be expected to, with or without notice or the lapse of time, result in or give any other Person the right or option to cause, create, impose or declare: (A) a loss of, or Lien on, any SciVac IP; (B) the release, disclosure or delivery of any SciVac IP by or to any escrow agent or other Person; or (C) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the SciVac IP;

(vi)

to the knowledge of SciVac, no Person has infringed, misappropriated or otherwise violated, and no Person is infringing, misappropriating or otherwise violating, any SciVac IP. Section 4.1(t) of the SciVac Disclosure Letter: (A) accurately identifies (and the Company has made available to ▇▇▇▇▇ in the electronic data room established by SciVac an accurate and complete copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or to SciVac and its sole subsidiary or any Representative of SciVac and its sole subsidiary regarding any alleged or suspected infringement or misappropriation of any SciVac IP, as of the date of this Agreement; and (B) provides a brief description of the current status of the matter referred to in such letter, communication or correspondence;

(vii)

to the knowledge of SciVac, the conduct of the business of SciVac and its subsidiaries as previously conducted or as currently conducted including, without limitation, the development, manufacture, use, import, export, offer for sale, sale or other commercialization of any of the SciVac Products, does not and has not infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated any valid Intellectual Property of any other Person. Section 4.1(t) of the SciVac Disclosure Letter: (A) accurately identifies (and the Company has made available to ▇▇▇▇▇ in the electronic data room established by SciVac an accurate and complete copy of) each letter or other written or electronic communication or correspondence that has been sent or otherwise delivered by or to SciVac and its subsidiaries or any Representative of any of SciVac and its subsidiaries, as of the date of this Agreement regarding any alleged or suspected infringement or misappropriation of any Intellectual Property of any other Person by SciVac and its subsidiaries or any of the SciVac Products; and (B) provides a brief description of the current status of the matter referred to in such letter, communication or correspondence;

(viii)

no written notice of infringement, misappropriation or similar claim or Legal Proceeding involving infringement or misappropriation of any Intellectual Property of any other Person is or has been pending and served or, to the knowledge of SciVac, pending and not served or threatened against any SciVac and its subsidiaries or against any other Person who is, or has asserted or would reasonably be expected to assert that it is, entitled to be indemnified, defended, held harmless or reimbursed by SciVac and its subsidiaries with respect to such claim or proceeding (including any claim or Legal Proceeding that has been settled, dismissed or otherwise concluded);

(ix)

except as set forth in Section 4.1(t) of the SciVac Disclosure Letter, none of SciVac and its subsidiaries have transferred title to, or granted any exclusive license, or granted an option to acquire title or an exclusive license, with respect to, any material SciVac IP.

(x)

Section 4.1(t) of the SciVac Disclosure Letter lists all proceedings or actions known to SciVac before any court or tribunal (including the United States Patent and Trademark Office or equivalent authority anywhere in the world) related to any SciVac IP. No SciVac IP is the subject of any outstanding decree, order, judgment, settlement agreement, or stipulation restricting in any manner the use, transfer, or licensing thereof by SciVac and its sole subsidiary, or that may affect the validity, use or enforceability of such SciVac IP;

(xi)

SciVac and its sole subsidiary have not taken any action or failed to take any action that reasonably could be expected to result in the abandonment, cancellation, forfeiture, relinquishment, invalidation or unenforceability of any registered trademarks identified on Section 4.1(t) of the SciVac Disclosure Letter; and

(xii)

neither SciVac nor its sole subsidiary has entered into any services agreements relating to development, testing, manufacture or formulation of any SciVac Product under which the party performing such services has obtained rights to Intellectual Property covering such SciVac Products or their manufacture, formulation or use.

(u)

Status of SciVac Products.

(i)

SciVac or its sole subsidiary have all applicable Permits and approvals to market, use, import, export, distribute, offer for sale, sale or other commercialization of the Sci-B-Vac^TM hepatitis B vaccine in each of the jurisdictions set forth in Section 4.1(u) of the SciVac Disclosure Letter.

(ii)

There have been no adverse regulatory actions taken (nor, to the knowledge of SciVac, threatened in writing) by any Governmental Entity with respect to any SciVac Products.

(v)

Compliance with Laws.

(i)

SciVac and its sole subsidiary have complied with and are not in violation of any applicable Laws, other than non-compliance or violations which would not, individually or in the aggregate, have a Material Adverse Effect on SciVac and have not received any written notices or other correspondence from any Governmental Entity regarding any circumstances that have existed or currently exist which would lead to a loss, suspension or a refusal to issue, any material license, permit, authorization, approval, registration or consent of a Governmental Entity relating to its activities which would reasonably be expected to restrict, curtail, limit or adversely affect the ability of SciVac and its sole subsidiary to operate their respective businesses in a manner which would have a Material Adverse Effect on SciVac.

(ii)

To the knowledge of SciVac, the studies, tests and nonclinical, preclinical, safety, and clinical studies and testing, if any, conducted by SciVac and its sole subsidiary relating to any product of SciVac and its sole subsidiary, and, if still pending, are being conducted in all material respects in accordance with standard and accepted medical and professional scientific research procedures and all applicable Laws; the descriptions of the results of such studies, tests and trials provided to ▇▇▇▇▇ are accurate in all material respects; none of SciVac and its sole subsidiary have received any written notices or correspondence from any applicable Governmental Entity requiring the termination, suspension, material modification or clinical hold of any such studies, tests or trials conducted by or on behalf of SciVac and its sole subsidiary, which termination, suspension, material modification or clinical hold would reasonably be expected to result in a Material Adverse Effect on SciVac. Research involving human subjects conducted by or on behalf of SciVac and its sole subsidiary: (i) was approved by an institutional review board, if required, (ii) had the informed consent of the subjects, if required, and (iii) to knowledge of SciVac, did not involve any investigator who has been disqualified as a clinical investigator by the United States Food and Drug Administration or any other Governmental Entity or has been found by any agency with jurisdiction to have engaged in scientific misconduct.

(w)

Employment Matters.

(i)

Section 4.1(w) of the SciVac Disclosure Letter sets forth a complete list of all employees and consultants of SciVac, together with their titles, salaries and bonus (whether monetary or otherwise), and a list of the directors and the terms of their compensation. Other than set forth in Section 4.1(w) of the SciVac Disclosure Letter, no such employee is on long-term disability leave, extended absence or workers’ compensation leave.

(ii)

Other than set forth in Section 4.1(w) of the SciVac Disclosure Letter, SciVac is not:

(A)

a party to any written or oral agreement, arrangement, plan, obligation, policy or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of SciVac;

(B)

a party to any collective bargaining agreement or multiemployer plan nor, to the knowledge of SciVac, subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement nor are there any current, or to the knowledge of SciVac, pending or threatened strikes or lockouts at SciVac; and

(C)

subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of SciVac, threatened, or any litigation, actual or, to the knowledge of SciVac, threatened, relating to its employees or independent contractors (including any termination of such individuals).

(iii)

SciVac has been and is now in compliance, in all material respects, with all applicable Laws with respect to employment and labour and there are no current, pending, or, to the knowledge of SciVac, threatened proceedings before any Governmental Entity with respect to employment or labour.

(iv)

SciVac has not, and is not subject to any present or future obligation or liability under, any pension plan, deferred compensation plan, retirement income plan, stock option or stock purchase plan, profit sharing plan, bonus plan, employee benefit plan or policy, employee group insurance plan, program policy or practice, formal or informal, with respect to its employees.

(x)

Related Party Transactions. Except as set forth in Section 4.1(x) of the SciVac Disclosure Letter, there are no Contracts or other transactions currently in place between SciVac or its sole subsidiary , on the one hand, and: (i) any officer or director of SciVac or its sole subsidiary; (ii) any holder of record or, to the knowledge of SciVac, beneficial owner of 10% or more of the SciVac Shares; and (iii) any affiliate or associate of any such, officer, director, holder of record or beneficial owner, on the other hand.

(y)

Registration Rights. No Person has any right to compel SciVac to register or otherwise qualify the SciVac Shares (or any of them) or any other securities of SciVac or any of its subsidiaries for public sale or distribution.

(z)

Restrictions on Business Activities. There is no arbitral award, judgment, injunction, constitutional ruling, order or decree binding upon SciVac or its sole subsidiary that has or could reasonably be expected to have the effect of prohibiting, restricting, or impairing any business practice of any of them, any acquisition or disposition of property by any of them, or the conduct of the business by any of them as currently conducted, which could reasonably be expected to have a Material Adverse Effect on SciVac.

(aa)

Brokers. Except as disclosed by SciVac to ▇▇▇▇▇, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of SciVac, and the aggregate amount of such fees that may become payable in respect of all such arrangements is set out in Section 4.1(aa) to the SciVac Disclosure Letter

(bb)

Insurance. As of the date hereof, SciVac has such policies of insurance as are listed in Section 4.1(bb) of the SciVac Disclosure Letter. All insurance maintained by SciVac is in full force and effect and is in amounts and in respect of such risks as are normal and usual for companies of similar size operating in the industry and in the location in which SciVac operates.

(cc)

No Cease Trade. SciVac is not subject to any cease trade or other order of any applicable Securities Authority and, to the knowledge of SciVac, no investigation or other proceedings involving SciVac which may operate to prevent or restrict trading of any securities of SciVac are currently in progress or pending before any applicable Securities Authority.

(dd)

United States Securities Laws. SciVac is not registered, and is not required to be registered as, an “investment company” under the United States Investment Company Act of 1940, as amended.

(ee)

Certain Business Practices. To the knowledge of SciVac, neither SciVac, its sole subsidiary nor any director, officer, agent or employee of SciVac or its sole subsidiary (in their capacities as such) has:

(i)

used or agreed to use funds for contributions, gifts, entertainment or other purposes relating to political activity in violation of Law; or

(ii)

made or agreed to make any payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns in violation of Law.

(a)

▇▇▇▇▇ 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 terminated in accordance with its terms, except as required or permitted by this Agreement, required by applicable Laws or any Governmental Entities or consented to by SciVac in writing (which consent shall not be unreasonably withheld or delayed), ▇▇▇▇▇ shall, and shall cause each of its subsidiaries to conduct its business in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement or as disclosed in Section 5.1(a) of the ▇▇▇▇▇ Disclosure Letter (including the transfer of the Spinco Assets to Spinco and the assumption of the Spinco Liabilities by Spinco, provided that such transfers and assumption are completed with prior notice to SciVac and in a manner acceptable to SciVac, acting reasonably), ▇▇▇▇▇ shall not, and shall cause each of its subsidiaries not to, without the prior written consent of SciVac (such consent not to be unreasonably withheld, conditioned or delayed):

(i)

take any other than in the ordinary course of business or as otherwise required or permitted pursuant to this Agreement;

(ii)

(i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of ▇▇▇▇▇ or any of its subsidiaries; (iii) issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any shares of ▇▇▇▇▇ or its subsidiaries, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other securities of ▇▇▇▇▇ or its subsidiaries, other than the issuance of ▇▇▇▇▇ Shares pursuant to the terms of the outstanding ▇▇▇▇▇ Options; (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of ▇▇▇▇▇ or any of its subsidiaries, (v) amend the terms of any of its securities; (vi) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of ▇▇▇▇▇ or any of the ▇▇▇▇▇ subsidiaries; (vii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with IFRS; or (viii) enter into any agreement with respect to any of the foregoing;

(iii)

(i) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, business, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person other than pursuant to a Contract in existence on the date hereof; (ii) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans, capital contributions, investments or advances other than pursuant to a Contract in existence on the date hereof; (iii) waive, release, grant or transfer any rights of material value; or (iv) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

(iv)

except in the ordinary course of business (i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer any assets, securities, properties, interests or businesses of ▇▇▇▇▇; (ii) pay, discharge or satisfy any material liabilities or obligations; or (iii) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

(v)

other than as is necessary to comply with applicable Laws or Material Contracts, or in accordance with the ▇▇▇▇▇ Stock Option Plan: (i) grant to any officer, employee, consultant or director of ▇▇▇▇▇ or any of its subsidiaries an increase in compensation in any form, or grant any general salary increase; (ii) make any loan to any officer, employee, consultant or director of ▇▇▇▇▇ or any of its subsidiaries; (iii) take any action with respect to the grant of any severance, change of control, bonus or termination pay to, or enter into any employment agreement, deferred compensation or other similar agreement (or amend any such existing agreement) with, or hire or terminate employment (except for just cause) of, any officer, employee, consultant or director of ▇▇▇▇▇ or any of its subsidiaries; (iv) increase any benefits payable under any existing severance or termination pay policies or employment agreements, or adopt or materially amend any bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors, officers, employees, consultants or former directors, officers, employees or consultants of ▇▇▇▇▇ or any of its subsidiaries; (v) increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of ▇▇▇▇▇ or any of its subsidiaries; (vi) provide for accelerated vesting, removal of restrictions or an exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time; or (vii) establish, adopt or amend (except as required by applicable Law) any collective bargaining agreement or similar agreement;

(vi)

settle, pay, discharge, satisfy, compromise, waive, assign or release (i) any material action, claim or proceeding brought against ▇▇▇▇▇ and/or any of its subsidiaries; or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Plan of Arrangement;

(vii)

declare any dividend, or make any other distribution whatsoever to its securityholders;

(viii)

enter into any agreement or arrangement that limits or otherwise restricts in any material respect ▇▇▇▇▇, or that would, after the Effective Time, limit or restrict in any material respect ▇▇▇▇▇ from competing in any manner;

(ix)

waive, release or assign any material rights, claims or benefits of ▇▇▇▇▇;

(x)

(i) enter into any agreement that if entered into prior to the date hereof would be a Material Contract; (ii) modify or amend in any material respect, transfer or terminate any Material Contract, or waive, release or assign any material rights or claims thereto or thereunder; or (iii) enter into or modify any Contract or series of Contracts resulting in a new Contract or series of related new Contracts or enter into any modifications to an existing Contract or series of related existing Contracts outside of the ordinary course of business;

(xi)

change any method of Tax accounting, make or change any Tax election, file any amended Tax return, settle or compromise any Tax liability, agree to an extension or waiver of the limitation period with respect to the assessment, reassessment or determination of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund;

(xii)

take any action or fail to take any action which action or failure to act would result, under any Securities Laws or any rules of the TSX, in the material loss, expiration or surrender of any right of ▇▇▇▇▇, or the loss of any material benefit of ▇▇▇▇▇, or that would reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of any rights of ▇▇▇▇▇ necessary to conduct its businesses as proposed to be conducted upon completion of the Arrangement, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for Permits or approvals;

(xiii)

take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of ▇▇▇▇▇ to consummate the Arrangement or the other transactions contemplated by this Agreement; or

(xiv)

agree, resolve or commit to do any of the foregoing.

(b)

▇▇▇▇▇ shall use commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained by ▇▇▇▇▇ or any of its subsidiaries, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductibles and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, subject to Section 7.5, none of ▇▇▇▇▇ or any of its subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months.

(c)

▇▇▇▇▇ shall promptly notify SciVac in writing of any circumstance or development that, to the knowledge of ▇▇▇▇▇, is or could reasonably be expected to constitute a Material Adverse Effect.

(d)

▇▇▇▇▇ shall be in compliance with the rules and policies of the TSX and the ▇▇▇▇▇ Shares shall be listed for trading thereon.

(a)

use commercially reasonable efforts to obtain a SciVac Lock-up Agreement from Newmont Mining Corporation;

(b)

provide to SciVac at least seven (7) Business Days prior to the Effective Date (i) a reasonable estimate of the cash that will be held by ▇▇▇▇▇ and its subsidiaries immediately before the Effective Time and (ii) a statement of all intercompany payables between ▇▇▇▇▇ and the ▇▇▇▇▇ subsidiaries, including Spinco, immediately prior to the Effective Time;

(c)

subject to obtaining confirmation that insurance coverage is maintained as contemplated in Section 7.5 and subject to Section 5.5, it shall use commercially reasonable efforts to cause to be delivered to SciVac on the Effective Date resignations, effective on the Effective Date or at such other time and in the manner requested by SciVac, of all of the directors, officers and employees of ▇▇▇▇▇ designated in writing by SciVac, with nominees of SciVac to be appointed to the ▇▇▇▇▇ Board immediately after each such resignation;

(d)

apply for and use commercially reasonable efforts to obtain all required approvals from Governmental Entities, including the Key Regulatory Approvals, relating to ▇▇▇▇▇ which are typically applied for by ▇▇▇▇▇ and, in doing so, keep SciVac informed as to the status of the proceedings related to obtaining such approvals, including providing SciVac with copies of all related applications and notifications, in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to SciVac’s outside counsel on an “external counsel” basis), in order for SciVac to provide its comments thereon, which shall be given due and reasonable consideration;

(e)

use commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any of the Material Contracts, including all Key Third Party Consents, as applicable;

(f)

take all commercially reasonable efforts steps to ensure that, on or prior to the Effective Date, the Spinco Assets have been duly transferred to Spinco and Spinco has assumed all of the Spinco Liabilities in a manner satisfactory to SciVac;

(g)

defend all lawsuits or other legal, regulatory or other proceedings against ▇▇▇▇▇ or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; and

(h)

allow representatives of SciVac (including legal and financial advisors) to attend the ▇▇▇▇▇ Meeting.

(a)

Notwithstanding Sections 5.1 and 5.2, ▇▇▇▇▇ may, at any time and from time to time prior to the Effective Time, sell, convey, grant, transfer, assign or set over (collectively, in this Section 5.3, a “disposition”) any of the Spinco Assets or Spinco Liabilities to a Person other than Spinco if:

(i)

such disposition of the Spinco Assets or Spinco Liabilities is not a Related Party Transaction;

(ii)

the purchaser or assignee of such Spinco Assets or Spinco Liabilities, as the case may be, is at Arm’s Length to ▇▇▇▇▇ and to Spinco;

(iii)

the Spinco Assets or Spinco Liabilities are sold, transferred or assigned for consideration equal to not less than the Fair Market Value of such Spinco Assets or Spinco Liabilities;

(iv)

prior to such disposition, any such Spinco Assets or Spinco Liabilities have first been sold, conveyed, transferred, assigned or set over, as applicable, to Spinco;

(v)

▇▇▇▇▇ is not party to any agreement or other instrument in connection with a disposition of the Spinco Assets or Spinco Liabilities to any Person other than Spinco;

(vi)

▇▇▇▇▇ is indemnified by Spinco, in form satisfactory to SciVac, acting reasonably, from any liability in connection with such disposition; and

(vii)

SciVac and its Representatives are given a reasonable opportunity to review and comment on any documents to effect such disposition, prior to such documents being executed, and ▇▇▇▇▇ shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by SciVac and its Representatives.

(a)

Immediately prior to the Effective Time, ▇▇▇▇▇ shall effect the following transactions:

(i)

▇▇▇▇▇ will transfer all of its assets, including the Spinco Assets, other than the Retained Assets, to Spinco, on an “as is, where is” basis, in exchange for Spinco Shares, in accordance with an agreement of purchase and sale (the “Spinco Purchase and Sale Agreement”). The Spinco Purchase and Sale Agreement shall provide, among other things, that all obligations and liabilities of ▇▇▇▇▇, including the Spinco Liabilities, shall be assumed by Spinco; and

(ii)

Spinco will assume the Spinco Liabilities in consideration of a cash payment by ▇▇▇▇▇ in an amount equal thereto pursuant to an assumption agreement (the “Spinco Assumption Agreement”), and ▇▇▇▇▇ will subscribe for Spinco Shares for an amount equal to the cash in bank accounts in Levon’s name less the Retained Assets, (the steps in clauses (i) and (ii) are, together, the “Spinco Reorganization”);

(b)

Following the completion of the Spinco Reorganization, the total number of outstanding Spinco Shares will equal one half of the total number of outstanding ▇▇▇▇▇ Shares immediately prior to Effective Time.

(c)

In connection with the Spinco Reorganization, ▇▇▇▇▇ and Spinco shall file an election under subsection 85(1) of the Tax Act in prescribed manner and within the time prescribed by the Tax Act, and the corresponding provisions of any applicable provincial or territorial tax legislation. In such election, ▇▇▇▇▇ and Spinco shall elect at an amount determined by Spinco within the limits set by the Tax Act.

(d)

If requested by Spinco, ▇▇▇▇▇ shall amend any previously filed Return in respect of any taxation year of ▇▇▇▇▇ ending before the Effective Date to claim an amount of credits, deductions or other amounts as determined by Spinco but not exceeding the maximum amount of any credits, deductions or other amounts available to it. ▇▇▇▇▇ shall claim an amount of credits, deductions or other amounts as determined by Spinco but not exceeding the maximum amount of all credits, deductions or other amounts available to it for its taxation year that includes the Spinco Reorganization.

(e)

▇▇▇▇▇ and Spinco shall file an election under paragraph 66.7(7)(e) of the Tax Act in prescribed manner and within the time prescribed by the Tax Act in connection with the acquisition by Spinco of any Spinco Asset that qualifies as a "Canadian resource property" (within the meaning of the Tax Act).

(f)

▇▇▇▇▇ will not designate any amounts in favour of Spinco pursuant to subsection 66.7(12.1) of the Tax Act.

(g)

▇▇▇▇▇ will permit Spinco or its authorized representatives reasonable access to the books and records of ▇▇▇▇▇ (including all tax filings and proposed tax filings) as Spinco may reasonably require to ensure that the tax liability of ▇▇▇▇▇ is minimized with respect to the Spinco Reorganization and Spinco Disposition and to ensure the maximum amount of resource pools are transferred to Spinco pursuant to Section 66.7 of the Tax Act.

(h)

If the Effective Date occurs, Section 5.4(c) – (g) shall survive the termination of this Agreement and the obligations of ▇▇▇▇▇▇, ▇▇▇▇▇ and Spinco may be enforced by the beneficiaries thereof.

(a)

take any action except in the ordinary course of business of SciVac;

(b)

except as set forth in Section 5.6(b) of the SciVac Disclosure Letter, (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of SciVac or its sole subsidiary; (iii) issue, grant, deliver, sell or pledge, or agree to issue, grant, deliver, sell or pledge, any shares of SciVac or its sole subsidiary, or any rights convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares or other securities of SciVac or sole subsidiary, other than the issuance of SciVac Shares pursuant to the terms of the outstanding options; (iv) redeem, purchase or otherwise acquire, or offer to redeem, purchase or otherwise acquire, any outstanding securities of SciVac or its sole subsidiary, (v) amend the terms of any of its securities; (vi) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of SciVac or its sole subsidiary; (vii) amend its accounting policies or adopt new accounting policies, in each case except as required in accordance with IFRS; or (viii) enter into any agreement with respect to any of the foregoing;

(c)

except as set forth in Section 5.6(c) of the SciVac Disclosure Letter (i) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests, business, corporation, partnership or other business organization or division thereof, or make any investment either by the purchase of securities, contribution of capital, property transfer, or purchase of any other property or assets of any other Person other than pursuant to a Contract in existence on the date hereof; (ii) incur, create, assume or otherwise become liable for, any indebtedness for borrowed money or any other liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, or make any loans, capital contributions, investments or advances other than pursuant to a Contract in existence on the date hereof; (iii) waive, release, grant or transfer any rights of material value; or (iv) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

(d)

except in the ordinary course of business (i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer any assets, tangible or intangible, securities, properties, interests or businesses of SciVac or its sole subsidiary; (ii) pay, discharge or satisfy any material liabilities or obligations; or (iii) authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing;

(e)

other than as is necessary to comply with applicable Laws or Material Contracts, or in accordance with any outstanding options: (i) grant to any officer, employee, consultant or director of SciVac or its sole subsidiary an increase in compensation in any form, or grant any general salary increase; (ii) make any loan to any officer, employee, consultant or director of SciVac or its sole subsidiary; (iii) take any action with respect to the grant of any severance, change of control, bonus or termination pay to, or enter into any employment agreement, deferred compensation or other similar agreement (or amend any such existing agreement) with, or hire or terminate employment (except for just cause) of, any officer, employee, consultant or director of SciVac or its sole subsidiary; (iv) increase any benefits payable under any existing severance or termination pay policies or employment agreements, or adopt or materially amend any bonus, profit sharing, option, pension, retirement, deferred compensation, insurance, incentive compensation, compensation or other similar plan, agreement, trust, fund or arrangement for the benefit of directors, officers, employees, consultants or former directors, officers, employees or consultants of SciVac or its sole subsidiary; (v) increase bonus levels or other benefits payable to any director, executive officer, consultant or employee of SciVac or its sole subsidiary; (vi) provide for accelerated vesting, removal of restrictions or an exercise of any stock based or stock related awards (including stock options, stock appreciation rights, deferred share units, performance units and restricted share awards) upon a change of control occurring on or prior to the Effective Time; or (vii) establish, adopt or amend (except as required by applicable Law) any collective bargaining agreement or similar agreement;

(f)

settle, pay, discharge, satisfy, compromise, waive, assign or release (i) any material action, claim or proceeding brought against SciVac or its sole subsidiary; or (ii) any action, claim or proceeding brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this Agreement or the Plan of Arrangement;

(g)

declare any dividend, or make any other distribution whatsoever to its securityholders;

(h)

enter into any agreement or arrangement that limits or otherwise restricts in any material respect SciVac or its sole subsidiary or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect SciVac or its sole subsidiary from competing in any manner;

(i)

waive, release or assign any material rights, claims or benefits of SciVac or sole subsidiary;

(j)

(i) enter into any agreement that if entered into prior to the date hereof would be a Material Contract; (ii) modify or amend in any material respect, transfer or terminate any Material Contract, or waive, release or assign any material rights or claims thereto or thereunder; or (iii) enter into or modify any Contract or series of Contracts resulting in a new Contract or series of related new Contracts or enter into any modifications to an existing Contract or series of related existing Contracts outside of the ordinary course of business;

(k)

change any method of Tax accounting, make or change any Tax election, file any amended Tax return, settle or compromise any Tax liability, agree to an extension or waiver of the limitation period with respect to the assessment, reassessment or determination of Taxes, enter into any closing agreement with respect to any Tax or surrender any right to claim a Tax refund;

(l)

fail to reasonably defend all claims or other Legal Proceedings against SciVac or any of its subsidiaries challenging or affecting SciVac IP;

(m)

take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entity to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits or any Approvals or from any Governmental Entity necessary to conduct its businesses as now conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities for approvals including with respect to Intellectual Property;

(n)

take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of SciVac to consummate the Arrangement or the other transactions contemplated by this Agreement;

(o)

except as set forth in Section 5.6(o) of the SciVac Disclosure Letter, enter into a new line of business or abandonment or discontinuance of existing lines of business;

(p)

dispose of, transfer, or allow to lapse any material rights in any of the SciVac IP, other than in the ordinary course of business consistent with past practice, or disclose any material trade secrets to a third party; or

(q)

agree, resolve or commit to do any of the foregoing.

(a)

apply for and use commercially reasonable efforts to obtain all Key Regulatory Approvals relating to SciVac or its sole subsidiary which are typically applied for by SciVac and, in doing so, keep ▇▇▇▇▇ reasonably informed as to the status of the proceedings related to obtaining the Key Regulatory Approvals, including providing ▇▇▇▇▇ with copies of all related applications and notifications in draft form (except where such material is confidential in which case it will be provided (subject to applicable Laws) to Levon’s outside counsel on an “external counsel” basis), in order for ▇▇▇▇▇ to provide its reasonable comments thereon;

(b)

upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws, until the earlier of the Effective Date and termination of this Agreement, SciVac shall provide ▇▇▇▇▇ and its representatives reasonable access (without disruption of the conduct of SciVac’s business), during normal business hours, to the, books, contracts and records as well as to the management personnel of SciVac and its sole subsidiary on an as reasonably requested basis as well as reasonable access to SciVac’s and its sole subsidiary’s properties for the purpose of confirming the representations and warranties of SciVac contained herein;

(c)

use commercially reasonable efforts to obtain as soon as practicable following execution of this Agreement all third party consents, approvals and notices required under any of the Material Contracts, including all Key Third Party Consents; and

(d)

use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings against SciVac or any of its subsidiaries challenging or affecting this Agreement or the consummation of the transactions contemplated hereby.

(a)

it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the Plan of Arrangement, including using commercially reasonable efforts to: (i) obtain all Key Regulatory Approvals required to be obtained by it; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement; and (iv) co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder; in addition, subject to the terms and conditions of this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and

(b)

it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, materially delay or materially impede the making or completion of the Plan of Arrangement except as permitted by this Agreement.

(a)

the Arrangement Resolution shall have been approved and adopted by the ▇▇▇▇▇ Shareholders and the ▇▇▇▇▇ Securityholders at the ▇▇▇▇▇ Meeting in accordance with the Interim Order;

(b)

the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to ▇▇▇▇▇ and SciVac, acting reasonably, on appeal or otherwise;

(c)

there shall not exist any prohibition at Law, including a cease trade order, injunction or other prohibition or order at Law or under applicable legislation, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins, prevents or prohibits the consummation of the Arrangement;

(d)

the distribution of the securities pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control Persons or pursuant to Section 2.6 of National Instrument 45-102);

(e)

the ▇▇▇▇▇ Shares, the New ▇▇▇▇▇ Shares, the Spinco Shares and the Acquired ▇▇▇▇▇ Shares to be issued pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof and will not be subject to resale restrictions under the U.S. Securities Act, subject to restrictions applicable to affiliates (as defined in Rule 405 of the U.S. Securities Act) of ▇▇▇▇▇ following the Effective Date.

(f)

the TSX shall have conditionally approved for listing, subject to the payment of fees and the filing of customary required documents, the New ▇▇▇▇▇ Shares issuable pursuant to the Arrangement;

(g)

the Key Regulatory Approvals shall have been obtained;

(h)

the Key Third Party Consents shall have been obtained;

(i)

the Spinco Reorganization shall have been completed; and

(j)

this Agreement shall not have been terminated pursuant to Article 9.

(a)

all covenants of ▇▇▇▇▇ under this Agreement to be performed on or before the Effective Date which have not been waived by SciVac shall have been duly performed by ▇▇▇▇▇ in all material respects, and SciVac shall have received a certificate of ▇▇▇▇▇ addressed to SciVac and dated the Effective Date, signed by a senior executive officer of ▇▇▇▇▇ (on behalf of ▇▇▇▇▇ and without personal liability), confirming the same as at the Effective Date;

(b)

all representations and warranties of ▇▇▇▇▇ set forth in this Agreement shall be true and correct in all respects as of the Effective Date as though made on and as of the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on ▇▇▇▇▇; provided, however, that notwithstanding anything herein to the contrary, (i) the representations and warranties of ▇▇▇▇▇ contained in Section 3.1(f) (Capitalization) (subject to de minimus exceptions involving discrepancies of no more than 5,000 ▇▇▇▇▇ Shares or ▇▇▇▇▇ Options covering in the aggregate no more than 5,000 ▇▇▇▇▇ Shares), shall be true and correct in all respects at and as of the date hereof and at and as of the Effective Time as if made at and as of the Effective Time and (ii) the representations and warranties of ▇▇▇▇▇ contained in Section 3.1(a) (Fairness Opinion and Directors’ Approvals) and Section 3.1(c) (Authority Relative to this Agreement) shall be true and correct in all material respects at and as of the date hereof and at and as of the Effective Time as if made at and as of the Effective Time. SciVac shall have received a certificate of ▇▇▇▇▇ addressed to SciVac and dated the Effective Date, signed on behalf of ▇▇▇▇▇ by a senior executive officer of ▇▇▇▇▇ (on behalf of ▇▇▇▇▇ and without personal liability), confirming the same as at the Effective Date;

(c)

since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public) any Material Adverse Effect in respect of ▇▇▇▇▇, and ▇▇▇▇▇ shall have provided to SciVac a certificate of a senior executive officer of ▇▇▇▇▇ certifying the same as at the Effective Date;

(d)

holders of no more than 3% of the total of (a) the issued and outstanding ▇▇▇▇▇ Shares and (b) the ▇▇▇▇▇ Shares underlying the ▇▇▇▇▇ Options shall have exercised Dissent Rights (and not withdrawn such exercise) and SciVac shall have received a certificate of a senior executive officer of ▇▇▇▇▇ confirming the same as at the Effective Date;

(e)

at the Effective Time, ▇▇▇▇▇ shall have: (i) CAD$27,000,000 in cash and cash equivalents; and (ii) no liabilities (whether current or long term); and

(f)

The Spinco Reorganization shall have been completed and Spinco shall have not less than US$2,000,000 in cash.

(a)

all covenants of SciVac under this Agreement to be performed on or before the Effective Date shall have been duly performed by SciVac in all material respects, and ▇▇▇▇▇ shall have received a certificate of SciVac, addressed to ▇▇▇▇▇ and dated the Effective Date, signed by a senior executive officer of SciVac (on behalf of SciVac and without personal liability), confirming the same as at the Effective Date;

(b)

all representations and warranties of SciVac set forth in this Agreement shall be true and correct in all respects as at the Effective Date as though made on and as at the Effective Date (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date), except where the failure or failures of all such representations and warranties to be so true and correct in all respects would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SciVac; and ▇▇▇▇▇ shall have received a certificate of SciVac addressed to ▇▇▇▇▇ and dated the Effective Date, signed by a senior executive officer of SciVac (on behalf of SciVac and without personal liability), confirming the same as at the Effective Date, provided, however, that notwithstanding anything herein to the contrary, (i) the representations and warranties of SciVac contained in Section 4.1(a) (Authority Relative to this Agreement) shall be true and correct in all material respects at and as of the date hereof and at and as of the Effective Time, and (ii) the representations and warranties of SciVac contained in Section 4.1(f) (Capitalization) shall be true and correct in all respects at and as of the date hereof and at and as of the Effective Time;

(c)

since the date of this Agreement there shall not have occurred any Material Adverse Effect in respect of SciVac, and ▇▇▇▇▇ shall have received a certificate of, addressed to ▇▇▇▇▇ and dated the Effective Date, signed by a senior executive officer of SciVac (on SciVac’s behalf and without personal liability), confirming the same as at the Effective Date; and

(d)

there shall be no outstanding indebtedness of SciVac other than trade payables in the ordinary course of business and intercompany indebtedness (which, for the avoidance of doubt, may include the contribution by SciVac Securityholders to ▇▇▇▇▇ of the Capital Notes and the Loans).

(a)

cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or

(b)

result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder prior to the Effective Time.

(a)

On and after the date hereof until the date upon which this Agreement is terminated, and except as otherwise expressly provided in this Section 7.1, ▇▇▇▇▇ shall not, directly or indirectly, or through any of its Representatives, and shall cause its subsidiaries and their Representatives not to:

(i)

solicit, initiate, encourage or facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals whatsoever which would constitute an Acquisition Proposal;

(ii)

participate in any discussions or negotiations with any Person (other than SciVac, the SciVac Securityholders, any of their affiliates or its or their Representatives) regarding an Acquisition Proposal;

(iii)

approve, accept, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal;

(iv)

accept or enter into or publicly propose to accept or enter into, any agreement, understanding or arrangement or other contract in respect of an Acquisition Proposal; or

(v)

make a Change in Recommendation, unless (A) it does not relate to an Acquisition Proposal, (B) it is in response to any fact, event, change, development or circumstances not known by the ▇▇▇▇▇ Board as of the date hereof and (C) in the opinion of the ▇▇▇▇▇ Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the ▇▇▇▇▇ Board is required to make a Change in Recommendation in order to comply with the fiduciary duties of such directors under applicable Law.

(b)

Except as otherwise provided in this Section 7.1, ▇▇▇▇▇ shall, and shall cause its subsidiaries and its and their Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any Persons (other than SciVac, the SciVac Securityholders and their respective Representatives) conducted heretofore by ▇▇▇▇▇, its subsidiaries or its or their respective Representatives with respect to any potential Acquisition Proposal and, in connection therewith, ▇▇▇▇▇ will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request, to the extent that it is entitled to do so (and exercise all rights it has to require) the return or destruction of all confidential information (including all material including or incorporating or otherwise reflecting any material confidential information) regarding ▇▇▇▇▇ and its subsidiaries previously provided to any such Person or any other Person. ▇▇▇▇▇ agrees that, except as permitted by Section 7.1(c), neither it nor any of its subsidiaries shall terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to a potential Acquisition Proposal or any standstill agreement to which it or any of its subsidiaries is a party (it being acknowledged and agreed that the automatic termination of any standstill provisions of any such agreement as the result of the entering into and announcement of this Agreement by ▇▇▇▇▇, pursuant to the express terms of any such agreement, shall not be a violation of this Section 7.1(b)) and ▇▇▇▇▇ undertakes to enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it or any of its subsidiaries have entered into prior to the date hereof; provided, however, that the foregoing shall not prevent the ▇▇▇▇▇ Board from considering an Acquisition Proposal that is reasonably likely to lead to a Superior Proposal and accepting a Superior Proposal that might be made by any such third party, in each case subject to the terms of this Agreement.

(c)

Notwithstanding Sections 7.1(a) and 7.1(b) and any other provision of this Agreement or of any other agreement between SciVac and ▇▇▇▇▇, if at any time following the date of this Agreement and prior to obtaining the Levon Shareholder Approval of the Arrangement Resolution at the Levon Meeting, Levon receives a written Acquisition Proposal (that was not solicited after the date hereof in contravention of Section 7.1(a) and provided that Levon is in compliance with Sections 7.1(b) and 7.2(a)), the Levon Board may (directly or through its advisors or Representatives):

(i)

if it believes, acting in good faith, that the Acquisition Proposal could reasonably lead to a Superior Proposal, contact the Person(s) making such Acquisition Proposal and its advisors solely for the purpose of clarifying such Acquisition Proposal and any material terms thereof and the conditions thereto and likelihood of consummation so as to determine whether such proposal is, or is reasonably likely to lead to, a Superior Proposal; and

(ii)

if, in the opinion of the Levon Board, acting in good faith and after receiving advice from its outside financial advisors and outside legal counsel, the Acquisition Proposal constitutes, if consummated in accordance with its terms (disregarding, for the purposes of any such determination, any term of such Acquisition Proposal that provides for a due diligence investigation), a Superior Proposal, then, and only in such case, Levon may:

(A)

furnish information with respect to Levon and its subsidiaries to the Person making such Acquisition Proposal; and/or

(B)

participate in discussions or negotiations with, the Person making such Acquisition Proposal; and/or

(C)

waive any standstill provision or agreement that would otherwise prohibit such person from making an Acquisition Proposal,

(a)

Levon shall promptly notify SciVac, at first orally and then in writing within 24 hours of receipt of any proposal, inquiry, offer or request received by Levon or its Representatives after the date hereof (i) relating to an Acquisition Proposal or potential Acquisition Proposal or inquiry that could reasonably lead to or be expected to lead to an Acquisition Proposal; (ii) for discussions or negotiations in respect of an Acquisition Proposal or potential Acquisition Proposal; or (iii) for non-public information relating to Levon or its subsidiaries, access to properties, books and records or a list of the Levon Shareholders. Such notice shall indicate the identity of the Person making such proposal, inquiry or request, include a copy of the Acquisition Proposal and include a copy of any other documentation received by Levon or its Representatives and such other details of the Acquisition Proposal known to Levon as SciVac may reasonably request. Levon shall keep SciVac promptly and fully informed of the status, including any change to the material terms, of such proposal, inquiry, offer or request and shall respond promptly to all reasonable inquiries by SciVac with respect thereto and shall provide copies of any written documents or correspondence provided to Levon relating to such Acquisition Proposal.

(b)

Subject to Section 7.3(a), at any time following the date of this Agreement and prior to obtaining Levon Shareholder Approval, if Levon receives an Acquisition Proposal which the Levon Board concludes in good faith constitutes a Superior Proposal, the Levon Board may, subject to compliance with the procedures set forth in Section 9.2 and Section 9.3, terminate this Agreement to enter into a definitive agreement with respect to such Superior Proposal.

(a)

Notwithstanding Section 7.1 and subject to compliance with Levon’s obligations in Section 7.1 and Section 7.2, Levon may enter into a definitive agreement (a “Proposed Agreement”) with any third party providing for an Acquisition Proposal, if such Acquisition Proposal is a Superior Proposal; provided that Levon may do so only after Levon has provided SciVac with written notice that the Levon Board has determined that it has received a Superior Proposal (a “Superior Proposal Notice”), which identifies the party making the Superior Proposal, specifies the cash amount that the Levon Board has ascribed to any non-cash consideration being offered in the Superior Proposal, and provides SciVac with a copy of any Proposed Agreement, in each case not less than five (5) Business Days (the “Response Period”) prior to the proposed execution of such Proposed Agreement by Levon. For purposes of this Agreement, the Response Period shall expire at 5:00 p.m. (Vancouver time) on the fifth (5^th) Business Day following the day on which the Superior Proposal Notice and Proposed Agreement were provided to SciVac.

(b)

During the Response Period, Levon acknowledges and agrees that SciVac shall have the right, but not the obligation, to offer to amend the terms of this Agreement and the Plan of Arrangement (including increasing or modifying the consideration to be received by the Levon Shareholders) in order to provide for terms at least equivalent to those provided for in the Superior Proposal. If SciVac does so, then the Levon Board shall review any such proposal by SciVac to determine (acting in good faith and in accordance with its fiduciary duties) whether the Acquisition Proposal to which SciVac is responding would continue to be a Superior Proposal when assessed against the amended Agreement and Plan of Arrangement as proposed by SciVac. If the Levon Board determines that the Acquisition Proposal would thereby cease to be a Superior Proposal, it will cause Levon to enter into an amendment to this Agreement and the Plan of Arrangement reflecting the offer by SciVac to amend the terms of the Agreement and Plan of Arrangement and will further agree not to enter into the applicable Proposed Agreement and not to withdraw, modify or change any recommendation regarding the Plan of Arrangement save and except to reaffirm its recommendation of the amended Plan of Arrangement.

(c)

If (i) SciVac does not offer to amend the terms of the Agreement and Plan of Arrangement within the Response Period or (ii) the Levon Board determines acting in good faith and in the proper discharge of its fiduciary duties (after consultation with its financial advisor and after receiving advice from its outside legal counsel) that the Acquisition Proposal would nonetheless remain a Superior Proposal with respect to SciVac’s proposal to amend the Agreement and Plan of Arrangement, and therefore rejects SciVac’s offer to amend the Plan of Arrangement and this Agreement, Levon shall be entitled to terminate this Agreement pursuant to Section 9.2(d)(i) following the expiry of the Response Period and enter into the Proposed Agreement upon payment to SciVac of the amount payable pursuant to Section 9.3.

(d)

Levon acknowledges and agrees that each successive modification of any Acquisition Proposal that results in any change to the amount or type of the consideration (or value of such consideration) to be received by the holders of the Levon Shares shall constitute a new Acquisition Proposal for purposes of the requirement of Section 7.3(a) to initiate an additional ten (10) Business Day Response Period.

(e)

Nothing in this Agreement shall prevent the Levon Board from responding through a directors’ circular or otherwise as required by applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal. SciVac and its advisors shall be given a reasonable opportunity to review and comment on the content of any directors’ circular prior to its printing and Levon shall consider for inclusion all reasonable comments made by SciVac and its advisors.

(a)

Levon shall be entitled to purchase run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Date with the prior written consent of SciVac, not to be unreasonably withheld. Levon shall ensure that the articles and/or by-laws of Levon and its subsidiaries (or their respective successors) shall contain the provisions with respect to indemnification set forth in Levon’s or the applicable subsidiary’s current articles and/or by-laws, which provisions shall not, except to the extent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the Effective Date in any manner that would adversely affect any rights of indemnification of individuals who, immediately prior to the Effective Date, were directors or officers of Levon or any of its subsidiaries.

(b)

Levon agrees that it shall directly honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of Levon and its subsidiaries, to the extent that they are disclosed in Section 7.5(b) of the Levon Disclosure Letter, and acknowledges that such rights, to the extent they are disclosed in Section 7.5(b) of the Levon Disclosure Letter, shall survive the completion of the Plan of Arrangement and shall continue in full force and effect for a period of not less than six years from the Effective Date.

(c)

The provisions of this Section 7.5 are intended for the benefit of, and shall be enforceable by, each insured or indemnified Person, his or her heirs and his or her legal representatives and, for such purpose. Furthermore, this Section 7.5 shall survive the termination of this Agreement as a result of the occurrence of the Effective Date for a period of six years.

(d)

Levon agrees to elect in prescribed form pursuant to subsection 110(1.1) of the Tax Act that neither it nor any person not dealing at Arm’s Length with it will deduct in computing its income for a taxation year any amount in respect of a payment made to a Levon Optionholder pursuant to the Plan of Arrangement.

(a)

If any claim, proceeding or other matter resulting from the occurrence of any of the events contemplated by Section 8.1 (a “Claim”) is made against any Indemnified Party by any Person, including any third party, for which such Indemnified Party may be entitled to indemnification pursuant to Section 8.1, then Levon or SciVac shall give notice (the “Indemnity Notice”) to Spinco specifying the particulars of such Claim within 20 days after it receives notification of the Claim; provided, however, that any failure of Levon or SciVac to provide notice to Spinco within such 20-day period shall not relieve Spinco of its obligations under Section 8.1, except to the extent that Spinco is materially prejudiced by such delay. Spinco shall have the right to participate in any negotiations or proceedings with respect to such Claim. Levon or SciVac, as applicable, shall not settle or compromise any such Claim without the prior written consent of Spinco, unless Spinco has not, within 10 Business Days after the giving of the Indemnity Notice, given notice to Levon or SciVac, as applicable, that it wishes to dispute such Claim. If Spinco does give such a notice, it shall have the right to assume the defence of such Claim and to defend such Claim in the name of Levon or SciVac, as applicable. Levon or SciVac, as applicable, shall provide to Spinco all files, books, records and other information in their possession or control which may be relevant to the defence of such Claim. If Spinco fails after giving such notice, diligently and reasonably to defend such Claim throughout the period such Claim exists, its right to defend the Claim shall terminate and Levon or SciVac may assume the defence of such Claim. In such event, Levon or SciVac, as applicable, may compromise or settle such Claim without the consent of Spinco. Spinco shall provide to Levon and SciVac all files, books, records and other information in their possession or control which may be relevant to the defence of such Claim.

(b)

Spinco shall pay any amount owing to Levon or SciVac pursuant to this Article 8 within five (5) Business Days after determination of such amount. All such payments shall be by wire transfer of immediately available funds in U.S. Dollars to an account specified in writing by Levon or SciVac.