ASSET PURCHASE AGREEMENT BETWEEN 4325231 CANADA INC. AND GENESENSE TECHNOLOGIES INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLPAsset Purchase Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
SHARE PURCHASE AGREEMENT BETWEEN 4325231 CANADA INC. AND LORUS THERAPEUTICS INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLPShare Purchase Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
ESCROW AGREEMENT BETWEEN 6707157 CANADA INC. AND LORUS THERAPEUTICS INC. AND EQUITY TRANSFER & TRUST COMPANY MADE AS OF July 10, 2007 McCarthy Tétrault LLPEscrow Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS pursuant to the terms of the share purchase agreement (the “Purchase Agreement”) dated as of the date hereof between the Purchaser and New Lorus (as the same may be amended or modified from time to time in accordance with its terms), the Parties have agreed to enter into this Agreement with respect to a portion of the Purchase Price equal to Cdn. $600,000 (the “Escrow Amount”) as security for and a partial, but not exclusive, source of satisfaction of Lorus’s indemnification obligations under the Purchase Agreement;
ASSET PURCHASE AGREEMENT BETWEEN GENESENSE TECHNOLOGIES INC. AND 4325231 CANADA INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLPAsset Purchase Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS the Vendor is a life sciences company focused on the research and development of effective anticancer development stage therapies with high safety;
AMENDED AND RESTATED GUARANTEE AND INDEMNITYGuarantee and Indemnity • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
IN FAVOUR OF: THE ERIN MILLS INVESTMENT CORPORATION, a corporation incorporated under the laws of the Province of Ontario
INDEMNIFICATION AGREEMENT BETWEEN 4325231 CANADA INC. AND LORUS THERAPEUTICS INC. AND NUCHEM PHARMACEUTICALS INC. AND GENESENSE TECHNOLOGIES INC. MADE AS OF July 10, 2007 McCarthy Tétrault LLPIndemnification Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
WHEREAS Old Lorus, New Lorus and certain others have entered into the Arrangement Agreement, pursuant to which Old Lorus agreed to reorganize its business (the “Arrangement”) by way of a plan of arrangement pursuant to section 192 of the Canada Business Corporations Act in accordance with the terms set forth therein;
AMENDED AND RESTATED GENERAL SECURITY AGREEMENT THIS AGREEMENT is made as of the 10th day of July, 2007,General Security Agreement • September 4th, 2007 • Lorus Therapeutics Inc • Biological products, (no disgnostic substances) • Ontario
IN FAVOUR OF: THE ERIN MILLS INVESTMENT CORPORATION, a corporation incorporated under the laws of the Province of Ontario
