Exhibit (D)(vi)
THIS ESCROW AGREEMENT dated as of April 30, 2004
A M O N G:
LPBP INC.,
a corporation incorporated under the laws of
the Province of Ontario
(hereinafter called "LPBP")
A N D
HEMOSOL CORP.,
a corporation incorporated under the laws of
the Province of Ontario
(hereinafter called "HEMOSOL")
A N D
COMPUTERSHARE TRUST COMPANY OF CANADA,
a corporation incorporated under the laws of
[*]
(hereinafter called the "ESCROW AGENT")
RECITALS:
WHEREAS:
A. LPBP (formerly Hemosol Inc.) and MDS Inc. entered into an arrangement
agreement (the "ARRANGEMENT AGREEMENT") dated as of February 11, 2004
which set out the terms of an arrangement (the "ARRANGEMENT") involving
LPBP, its securityholders and MDS Inc.;
B. pursuant to the Arrangement Agreement, LPBP and MDS Inc. agreed that the
Escrowed Redemption Amount (as defined herein) paid to Hemosol under the
terms of the Arrangement would be placed into escrow substantially in
accordance with the terms and conditions set out in Exhibit 4 to the
Arrangement Agreement;
C. LPBP and Hemosol have requested that the Escrow Agent enter into this
Agreement and hold, for and on behalf of LPBP and Hemosol, the Escrowed
Redemption Amount in accordance with the terms set out herein;
D. the parties acknowledge that these recitals are made by LPBP and Hemosol
and not by the Escrow Agent;
NOW THEREFORE, in consideration of the premises and the respective covenants of
the parties and for other good and valuable consideration, receipt of which is
hereby acknowledged by each party hereto, the parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Definitions
In this Agreement, unless there is something in the subject matter or context
inconsistent therewith:
(a) "AGREEMENT" means this escrow agreement, including all schedules
attached hereto as the same may be amended or supplemented in
accordance with the terms hereof;
(b) "ANNIVERSARY DATE" means April 30, 2005;
(c) "AUTHORIZED PERSON" has the meaning set out in Subsection 3.2(a) of
this Agreement;
(d) "BUSINESS DAY" means any day on which banks in the City of Toronto
are open for business other than a Saturday, a Sunday or a statutory
holiday;
(e) "CLAIM NOTICE" means a notice of LPBP of one or more claims under
the Indemnity Agreement;
(f) "CLAIM PERIOD" means the period beginning on the date hereof and
ending on the Anniversary Date;
(g) "EARNINGS" means any income (including interest or gains) earned on
or in respect of investing the Escrowed Funds;
(h) "EFFECTIVE DATE" means the date hereof;
(i) "ESCROW PERIOD" means the period from the completion of the closing
of the Arrangement on the Effective Date to completion of the
release from escrow of all Escrowed Funds;
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(j) "ESCROWED FUNDS" at any time means the sum of (i) the Escrowed
Redemption Amount plus (ii) any Earnings minus (iii) any Losses
derived from time to time from holding the Escrowed Redemption
Amount or from holding Earnings;
(k) "ESCROWED REDEMPTION AMOUNT" means the $1,000,000 cash amount
delivered by LPBP on behalf of Hemosol to the Escrow Agent on the
Effective Date in accordance with the terms and conditions of this
Agreement;
(l) "INCLUDES" and "INCLUDING" shall be deemed to be followed by the
phrase "without limitation";
(m) "INDEMNITY AGREEMENT" means the indemnity agreement dated the date
hereof between LPBP and Hemosol LP;
(n) "INVESTMENT DIRECTION" has the meaning set out in Subsection 2.3(a)
of this Agreement;
(o) "LOSSES" means any losses suffered from investing the Escrowed
Funds;
(p) "OBJECTION NOTICE" has the meaning set out in Section 2.9 of this
Agreement;
(q) "PERSON" includes any individual, partnership, limited partnership,
syndicate, sole proprietorship, company or corporation, with or
without share capital, unincorporated association, trust, trustee,
executor, administrator, or other legal personal representative,
regulatory body or agency, government or governmental agency,
authority or entity, however designated or constituted;
(r) "QUALIFIED INVESTMENTS" means securities issued or guaranteed by the
Government of Canada or a Canadian provincial government, or
obligations of a Canadian chartered bank maturing not more than one
year from the date of investment; and
(s) "RELEASE CERTIFICATE" means the certificate jointly executed by LPBP
and Hemosol in the form attached hereto as Schedule "A" to be
delivered by LPBP and Hemosol to the Escrow Agent confirming that
all or part of the Escrowed Funds shall be released.
1.2 Words Importing the Singular
Words importing the singular include the plural and vice versa and words
importing gender include all genders.
1.3 Interpretation not Affected by Headings
The division of this Agreement into Articles, Sections, Subsections and
paragraphs and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement.
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1.4 Time of the Essence
Time shall be of the essence in all respects in this Agreement.
1.5 Governing Law
This Agreement shall be construed and enforced in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable therein and
shall be treated in all respects as an Ontario contract.
1.6 Currency
Unless otherwise stated, all dollar amounts referred to in this Agreement are in
Canadian dollars.
1.7 Business Day
If any payment is required to be made or other action is required to be taken
pursuant to this Agreement on a day which is not a Business Day, then such
payment or action shall be made or taken on the next Business Day following such
day.
ARTICLE 2
ESCROWED FUNDS
2.1 Appointment of Escrow Agent
LPBP and Hemosol hereby appoint the Escrow Agent to act as escrow agent on the
terms and conditions set forth in this Agreement and the Escrow Agent hereby
accepts such appointment on such terms and conditions.
2.2 Escrowed Funds and Distribution Amounts
(a) On the Effective Date and immediately following receipt by the
Escrow Agent of the Escrowed Redemption Amount, the Escrowed
Redemption Amount shall be held in escrow by the Escrow Agent, on
behalf of LPBP and Hemosol.
(b) The Escrow Agent shall accept and hold the Escrowed Redemption
Amount in escrow for and on behalf of LPBP and Hemosol pursuant
hereto and shall disburse and deal with the Escrowed Funds in
compliance with Article 2 hereof. Except as provided in Section
2.3(a) hereof, the Escrow Agent shall at all times during the Escrow
Period keep the Escrowed Funds in an interest bearing segregated
trust account, all on the terms and subject to the conditions of
this Agreement.
2.3 Qualified Investments
(a) Upon receipt of a duly executed direction from both LPBP and Hemosol
(the "INVESTMENT DIRECTION"), the Escrow Agent shall invest the
Escrowed Funds in Qualified Investments, or as otherwise directed by
LPBP and Hemosol, in its
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name in accordance with such direction. Any Investment Direction
shall be in writing and shall be provided to the Escrow Agent no
later than 9:00 a.m. (Toronto time) on the day on which the
Qualified Investment is to be made. Any Investment Direction
received by the Escrow Agent after 9:00 a.m. (Toronto time) or
received on a non-Business Day, shall be deemed to have been given
prior to 9:00 a.m. (Toronto time) the next Business Day.
(b) LPBP and Hemosol hereby direct the Escrow Agent to deposit the
Escrowed Redemption Amount in an interest bearing deposit account
upon receipt thereof. The Escrow Agent shall maintain the Escrowed
Funds in such account until one or more Investment Directions are
received or the funds are required to be released pursuant to this
Agreement.
2.4 Release of Escrowed Funds
(a) If LPBP has made any claims under the Indemnity Agreement in respect
of matters arising during the Claim Period which have not been
satisfied in full pursuant to the Indemnity Agreement on or before
the date of a Claim Notice (as defined below), LPBP shall, on or
before the 15th Business Day following the expiry of the Claim
Period, deliver a notice to Hemosol and the Escrow Agent
substantially in the form of Schedule "B" hereto (a "CLAIM NOTICE")
which notice shall set forth the particulars of each claim made by
LPBP under the Indemnity Agreement which remains unsatisfied
including the estimated amount of the claim and the facts giving
rise to such claims. If, upon the expiry of such 15 Business Day
period, LPBP has not delivered a Claim Notice as provided herein or
has delivered a Claim Notice in respect of only part of the Escrowed
Redemption Amount, the Escrow Agent shall pay the Escrowed
Redemption Amount which is not the subject of a Claim Notice plus
any Earnings thereon or less any Losses thereon to Hemosol within
one Business Day of such expiry. If, at any time after the delivery
of a Claim Notice, any claim referred to therein has been satisfied
in whole or in part under the Indemnity Agreement, and, following
such satisfaction, the total amount of all unsatisfied claims under
all Claims Notices (collectively, the "UNSATISFIED CLAIMS") is less
than the Escrowed Redemption Amount, LPBP and Hemosol shall execute
a Release Certificate to release that portion of the Escrowed
Redemption Amount equal to the difference between the Unsatisfied
Claims and the Escrowed Redemption Amount, plus Earnings thereon and
less Losses thereon, to Hemosol within one Business Day of receipt
of such Release Certificate.
(b) Upon receipt by Hemosol of a Claim Notice, Hemosol shall, on or
before the 20th Business Day following the expiry of the Claim
Period, deliver an objection notice (the "OBJECTION NOTICE") to LPBP
and the Escrow Agent substantially in the form of Schedule "C"
hereto if it objects to any or all of the claims made by LPBP in the
Claim Notice, which shall set forth the particulars of the objection
and the amount of the Escrowed Funds subject to the objection. If,
upon the expiry of such 20 Business Day period, Hemosol does not
deliver an Objection Notice as provided herein, or has delivered an
Objection Notice in respect of only
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part of the Escrowed Redemption Amount, the Escrow Agent shall pay
the Escrowed Funds specified in the Claim Notice in respect of which
no Objection Notice is given, plus any Earnings thereon or less any
Losses in respect thereof to LPBP within one Business Day of receipt
of such Objection Notice or the expiry of the period in Subsection
2.4(c).
(c) If a Claim Notice is delivered by LPBP and an Objection Notice is
made in respect of any of the Claims specified in the Claim Notice,
the Escrow Agent shall retain the balance of the Escrowed Funds
pending receipt of (i) a Release Certificate in respect of some or
all of the Escrowed Funds, or (ii) a certified copy of a final
non-appealable order of a court ("FINAL COURT ORDER") having
jurisdiction regarding the claims in dispute. The Escrow Agent shall
pay the Escrowed Funds in respect of (i) above in accordance with
the instructions in the Release Certificate. The Escrow Agent shall
pay the Escrowed Funds in respect of (ii) above in accordance with
the Final Court Order.
2.5 Release of Escrowed Funds upon Receipt of Release Certificate
Upon receipt of a Release Certificate in respect of all or part of the Escrowed
Redemption Amount (the "RELEASED PORTION"), the Escrow Agent shall pay from the
Escrowed Funds as directed in the Release Certificate an amount equal to the
Released Portion plus the Earnings thereon less any Losses thereon.
2.6 Early Termination of any Investment of the Escrowed Funds
In making any payment pursuant to this Agreement, the Escrow Agent has the
authority to liquidate any investments of Escrowed Funds in order to make
payments contemplated under this Article 2 and shall not be liable for any
diminution of value, through loss of opportunity costs or breakage fees, of the
Escrowed Funds for early termination of any investment of the Escrowed Funds
necessary to enable the Escrow Agent to make such payment.
2.7 Method of Disbursement and Delivery
(a) All disbursements of money by the Escrow Agent made in accordance
with the provisions of this Agreement shall be made by certified
cheque drawn upon the account of the Escrow Agent at a Canadian
chartered bank and made payable to or to the order of the persons
entitled to disbursement and in the correct amount.
(b) If the Escrow Agent delivers any such cheque as required and in
accordance with this Article 2 or any other provision of this
Agreement, the Escrow Agent shall have no further obligation or
liability for the amount represented thereby, provided that in the
event of the non-receipt of such cheque by the payee, or the loss or
destruction thereof, the Escrow Agent, upon being furnished with:
(i) evidence satisfactory to the Escrow Agent in its sole discretion
of such non-receipt, loss or destruction; and (ii) funding and
indemnity satisfactory to it in its sole discretion, the Escrow
Agent shall issue to such payee a replacement cheque for the amount
of such cheque.
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ARTICLE 3
THE ESCROW AGENT
3.1 Disbursement
The Escrow Agent will disburse monies according to this Agreement only to the
extent that monies have been deposited with the Escrow Agent pursuant to this
Agreement.
3.2 Authorized Person
(a) Each of LPBP and Hemosol shall file with the Escrow Agent on the
Effective Date a certificate of incumbency setting forth the name of
an individual or individuals authorized to give instructions,
directions or statutory declarations to the Escrow Agent on their
behalf (each an "AUTHORIZED PERSON"), together with a specimen
signature of such person or persons. Each of LPBP and Hemosol may
file further certificates of incumbency from time to time and the
Escrow Agent shall rely on the latest certificate of incumbency
filed with it.
(b) The Escrow Agent shall be fully protected in acting upon any
instrument, certificate or paper believed by it in good faith and
without negligence to be genuine and to be signed by an Authorized
Person.
3.3 Duties of Escrow Agent
(a) The duties and obligations of the Escrow Agent are as set out in
this Agreement. The Escrow Agent shall retain the right not to act
and shall not be held liable for refusing to act unless it has
received clear and reasonable instructions.
(b) The Escrow Agent shall not be liable for any error in judgment or
for any act done or step taken or omitted by it in good faith or for
any mistake, in fact or law, or for anything which it may do or
refrain from doing in connection therewith, except arising out of
its own negligence or wilful misconduct.
3.4 Indemnity
LPBP and Hemosol (in addition to any right of indemnity by law given to the
Escrow Agent) shall indemnify the Escrow Agent, each as to 50%, against all
taxes, liabilities, damages, losses, actions, proceedings, reasonable legal and
professional fees, costs, claims and demands in respect of any matter or thing
done or omitted by it in any way relating to this Agreement, other than taxes,
liabilities, damages, losses, actions, proceedings, fees, costs, claims or
demands arising from the negligence or wilful misconduct on the part of the
Escrow Agent. This Section 3.4 shall not merge on the lapse or termination of
this Agreement but shall survive and continue for the benefit of the Escrow
Agent. The Escrow Agent acknowledges that it shall have no right to seek
indemnity from any Party who has satisfied its obligations under this Section
3.4.
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3.5 Dispute
Notwithstanding any other provision of this Agreement, in the event of a dispute
between LPBP and Hemosol in respect of which the Escrow Agent has been notified
by any party hereto prior to the release of the Escrowed Funds or any portion
thereof, as applicable, regarding the Escrowed Funds, or any portion thereof, or
any provisions of this Agreement, then:
(a) the Escrow Agent shall not release the Escrowed Funds or any part
thereof except under order or direction of any court or a Release
Certificate, and it shall sustain no liability for its failure to
release the Escrowed Funds or any part thereof pending such court
order or direction or a Release Certificate; and
(b) the Escrow Agent may, in its sole and absolute discretion, deposit
the Escrowed Funds or any portion thereof with the clerk of a court
of competent jurisdiction in Ontario, and interplead this Agreement
and all other relevant documents and monies and upon so depositing
such documents and monies and filing its interpleader it shall be
relieved of all liability under the terms hereof with respect to the
part of the Escrowed Funds (except for such liability as may have
arisen with respect to acts or omissions of the Escrow Agent prior
to such date of deposit).
3.6 Counsel
The Escrow Agent may employ such counsel and advisers as it may reasonably
require for the purpose of discharging its duties under this Agreement and the
Escrow Agent may act and shall be fully protected in acting in good faith on the
opinion or advice of or information obtained from any such counsel or adviser in
relation to any matter arising under this Agreement. All reasonable costs and
expenses incurred by the Escrow Agent in respect of such counsel and advisors
(including legal fees) shall be paid by LPBP and Hemosol.
3.7 Fees and Expenses of Escrow Agent
The Escrow Agent may from time to time render accounts for its services
performed in connection with the performance of its duties under this Agreement
in accordance with the schedule of fees dated the date hereof and executed by
the parties hereto. In addition, the Escrow Agent shall be entitled to be
reimbursed for reasonable out-of-pocket expenses incurred by the Escrow Agent in
the performance of its duties under this Agreement. All such fees, costs and
expenses shall be shared equally by LPBP and Hemosol.
3.8 Interest and Taxes
LPBP and Hemosol shall be responsible for and shall pay all taxes on any
Earnings earned on the Escrowed Funds. Following the end of each calendar year
during which this Agreement is in effect, the Escrow Agent shall forward to LPBP
and Hemosol a Form T-5 pursuant to the Income Tax Act (Canada) in respect of any
Earnings earned on the Escrowed Funds upon receipt thereof from the bank in
which the Escrowed Funds are placed.
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3.9 Attachment
In the event the Escrow Agent is served any writ, order or decree which purports
to:
(a) attach, garnishee or levy upon the Escrowed Funds;
(b) stay or enjoin the delivery of the Escrowed Funds; or
(c) affect the Escrowed Funds in any way;
then the Escrow Agent may, in its sole and absolute discretion, deposit the
Escrowed Funds or any portion thereof with the clerk of a court of competent
jurisdiction in Ontario, and this Agreement and upon so depositing such
documents and monies and filing its interpleader it shall be relieved of all
liability under the terms hereof with respect to the part of the Escrowed Funds
deposited (except for such liability as may have arisen with respect to acts or
omissions of the Escrow Agent prior to such date of deposit).
3.10 Miscellaneous
In the event that the Escrow Agent shall hold any amount of interest or other
distributable amount which is unclaimed or which cannot be paid for any reason
other than the negligence or wilful misconduct of the Escrow Agent, the Escrow
Agent shall be under no obligation to invest or reinvest the same but shall only
be obligated to hold the same on behalf of the person or persons entitled
thereto in a current or other non-interest bearing account pending payment to
the person or persons entitled thereto. The Escrow Agent shall, as and when
required by law, and may at any time prior to such required time, pay all or
part of such interest or other distributable amount so held to the Public
Trustee of Ontario (or other appropriate official or agency), whose receipt
shall be good discharge and release of the Escrow Agent for such amounts.
3.11 Replacement of Escrow Agent
(a) The Escrow Agent may resign and be discharged from all further
duties under this Agreement by giving ninety (90) days' notice of
its resignation in writing to each of LPBP and Hemosol.
(b) LPBP and Hemosol may at any time on ten (10) Business Days' joint
written notice remove the Escrow Agent and appoint a new escrow
agent.
(c) In the event of the Escrow Agent resigning or being removed or being
dissolved, becoming bankrupt, going into liquidation or otherwise
becoming incapable of acting under this Agreement, LPBP and Hemosol
shall forthwith jointly appoint a new Escrow Agent and any Escrow
Agent so appointed shall be subject to resignation or removal in the
same manner as was the original Escrow Agent.
(d) In the event that a successor Escrow Agent has not been appointed at
the time the Escrow Agent is removed or the time the notice period
for the Escrow Agent's resignation expires, as the case may be, the
Escrow Agent shall deposit the Escrowed Funds with the clerk of a
court of competent jurisdiction in Ontario and
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shall interplead all of the parties to this Agreement. Upon so
depositing the Escrowed Funds and filing its pleadings, this
Agreement shall terminate as to the Escrow Agent.
(e) Upon receipt of joint written notice from LPBP and Hemosol in the
case of the appointment of a new Escrow Agent under this Agreement,
the predecessor Escrow Agent shall transfer the Escrowed Funds to
the new Escrow Agent duly appointed and shall thereupon be released
from further duties under this Agreement.
(f) Upon its appointment, the new Escrow Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been
originally named in this Agreement as Escrow Agent, without any
further assurance, conveyance, act or deed and there shall be
immediately executed, at the expense of LPBP and Hemosol (each
bearing such expense equally), all such conveyances or other
instruments as may, in the opinion of counsel to the new Escrow
Agent and the Parties, be necessary or advisable for the purpose of
assuring to the Escrow Agent a full estate in the premises.
ARTICLE 4
GENERAL
4.1 Notice to the Parties
(a) Any notice to be given hereunder including, without limitation, a
Release Certificate, a Claim Notice and an Objection Notice shall be
deemed to be validly given if delivered or if delivered by personal
delivery or if transmitted by facsimile (with confirmation receipt):
(i) if to LPBP, to:
LPBP Inc.
100 International Boulevard
Toronto, Ontario, Canada M9W 6J6
Attention: John Anderson, President
Facsimile: [*]
with a copy to its counsel:
Fasken Martineau DuMoulin LLP
66 Wellington Street West
Suite 4200
Toronto Dominion Bank Tower
P.O. Box 20, Toronto-Dominion Centre
Toronto, Ontario, Canada M5K 1N6
Attention: Richard Steinberg
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Facsimile: (416) 364-7813
(ii) if to Hemosol, to:
Hemosol Corp.
2585 Meadowpine Blvd.
Toronto, Ontario, Canada L5N 8H9
Attention: Lee Hartwell
Facsimile: (905) 286-0021
with a copy to its counsel:
Davies Ward Phillips & Vineberg LLP
1 First Canadian Place
44th Floor
Toronto, Ontario, Canada M5X 1B1
Attention: Arthur Shiff
Facsimile: (416) 863-0871
(iii) if to the Escrow Agent, to:
Computershare Trust Company of Canada
100 University Avenue, 9th Floor
Toronto, Ontario, Canada M5J 2Y1
Attention: [*]
Facsimile: [*]
and any notice given in accordance with the foregoing, if delivered
by personal delivery, shall be deemed to have been received on the
date of delivery if that day is a Business Day, if such notice is
actually received prior to 5:00 p.m. (Toronto time) failing which it
shall be deemed to be received on the next Business Day or, if
transmitted by facsimile, it shall be deemed to have been received
on the date of the transmission (with confirmation receipt) if such
transmission is received prior to 5:00 p.m. (Toronto time) on a
Business Day, failing which, it shall be deemed to have been
received on the next Business Day following the transmission (with
confirmation receipt).
4.2 Satisfaction and Discharge of Agreement
On the date on which all Escrowed Funds shall have been delivered in accordance
with this Agreement and upon payment to the Escrow Agent by LPBP and Hemosol of
the fees and other remuneration payable to the Escrow Agent, with the exception
of Sections 3.4 and 3.7, this Agreement shall terminate and cease to be of any
force or effect.
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4.3 Further Assurances
A party will at any time and from time to time, upon the request of another
party, execute and deliver such further documents and do such further acts and
things as may reasonably be requested in order to evidence, carry out and give
full effect to the terms, conditions, intent and meaning of this Agreement.
4.4 No Waiver
No failure or delay on the part either of LPBP and Hemosol in exercising any
right, power or remedy provided herein may be, or may be deemed to be, a waiver
thereof; and no single or partial exercise of any right, power or remedy shall
preclude any other or further exercise of such right, power or remedy or any
other right, power or remedy.
4.5 Amendments
This Agreement may be amended or cancelled by and upon written notice to the
Escrow Agent at any time given jointly by LPBP and Hemosol but the duties and
responsibilities and indemnification (including without limitation the fees and
expenses of the Escrow Agent) of the Escrow Agent shall not be affected by any
such amendment without its written consent.
4.6 Successors
This Agreement shall be binding upon and shall enure to the benefit of the
parties hereto and their respective successors, and permitted assigns, as the
case may be.
4.7 Counterparts and Formal Date
This Agreement may be simultaneously executed in several counterparts, each of
which when so executed shall be deemed to be an original and such counterparts
together shall constitute one and the same instrument and notwithstanding their
date of execution shall be deemed to bear the date set out at the top of the
first page of this Agreement.
THE NEXT PAGE OF THIS AGREEMENT IS THE SIGNATURE PAGE
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IN WITNESS WHEREOF the parties hereto have executed this Agreement under seal
and under the hands of their proper officers in that behalf.
LPBP INC.
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By:
Title:
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By:
Title:
HEMOSOL CORP.
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By:
Title:
COMPUTERSHARE TRUST COMPANY OF CANADA
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By:
Title:
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By:
Title:
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SCHEDULE "A"
RELEASE CERTIFICATE
TO: COMPUTERSHARE TRUST COMPANY OF CANADA (THE "ESCROW AGENT")
FROM: LPBP INC. ("LPBP") AND HEMOSOL CORP. ("HEMOSOL")
RE: RELEASE OF ESCROWED FUNDS
Terms that are capitalized and not defined herein shall have the meanings
attributed thereto in the escrow agreement between LPBP, Hemosol and the Escrow
Agent dated as of April 30, 2004 (the "Escrow Agreement").
You are hereby irrevocably authorized and directed to release $______ of the
Escrowed Redemption Amount plus Earnings thereon or less Losses in respect
thereof to ____________ in accordance with the terms and conditions of the
Escrow Agreement and this shall be your good, sufficient and irrevocable
authority for so doing.
IN WITNESS WHEREOF, the undersigned have provided this notice on the ______ day
of _____________________, 20__.
LPBP INC.
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By:
Title:
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By:
Title:
HEMOSOL CORP.
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By:
Title:
SCHEDULE "B"
CLAIM NOTICE
TO: COMPUTERSHARE TRUST COMPANY OF CANADA (THE "ESCROW AGENT")
AND TO: HEMOSOL CORP. ("HEMOSOL")
FROM: LPBP INC. ("LPBP")
RE: CLAIMS UNDER INDEMNITY AGREEMENT
Terms that are capitalized and not defined herein shall have the meanings
attributed thereto in the escrow agreement between LPBP, Hemosol and the Escrow
Agent dated as of April 30, 2004 (the "Escrow Agreement").
Pursuant to subsection 2.4(a) of the Escrow Agreement, the undersigned hereby
provides notice of the following claims made under the Indemnity Agreement which
at the date hereof have not been satisfied in full pursuant to the terms of the
Indemnity Agreement:
[*]
IN WITNESS WHEREOF, the undersigned has provided this notice on the ______ day
of _____________________, 20__.
LPBP INC.
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By:
Title:
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By:
Title:
SCHEDULE "C"
OBJECTION NOTICE
TO: COMPUTERSHARE TRUST COMPANY OF CANADA (THE "ESCROW AGENT")
AND TO: LPBP INC. ("LPBP")
FROM: HEMOSOL CORP. ("HEMOSOL")
RE: OBJECTION TO CLAIM
Terms that are capitalized and not defined herein shall have the meanings
attributed thereto in the escrow agreement between LPBP, Hemosol and the Escrow
Agent dated as of April 30, 2004 (the "Escrow Agreement").
Pursuant to subsection 2.4(b) of the Escrow Agreement, the undersigned hereby
objects to the following claims made by LPBP in the Claim Notice dated [*]:
[*]
IN WITNESS WHEREOF, the undersigned has provided this notice on the ______ day
of _____________________, 20__.
HEMOSOL CORP.
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By:
Title: