Senior First Lien Security Agreement

Exhibit 10.3

Senior First Lien Security Agreement

This Senior First Lien Security Agreement (the “Agreement” ) is dated as of October 11, 2007, by and among Viropro Inc., a Nevada corporation, identification number C3547-1982 (the “Guarantor” ), and Westward Expansion Co. (the “Lender” ), with its mailing address as set forth in Section 15(b) below.

Preliminary Statements

A.

Guarantor, Viropro International Inc. (the “Borrower”) and Lender have entered into a Term Loan Agreement dated as of even date herewith (such Term Loan Agreement, as the same may be amended or modified from time to time, including amendments and restatements thereof in its entirety, being hereinafter referred to as the “Loan Agreement” ), pursuant to which Lender has provided a bridge financing to Borrower, a wholly-owned subsidiary of Guarantor, subject to certain terms and conditions.

B.

In addition, as a condition to extending credit to the Borrower under the Loan Agreement, the Lender has required, among other things, that Guarantor guarantee the performance of Borrower’s obligations by entering into a Guaranty Agreement as of even date herewith with the Lender.

C.

As a condition to extending credit to the Borrower under the Loan Agreement, the Lender has required, among other things, that the Guarantor grant to the Lender a lien on and security interest in the personal property and fixtures of the Guarantor subject to the terms and conditions hereof (such agreements with the Borrower and Guarantor, being referred to collectively as the “ Credit Agreements ”).

Now, Therefore, for good and valuable consideration, receipt whereof is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.

Terms Defined in Loan Agreement.  Except as otherwise provided in Section 2 below, all capitalized terms used herein without definition shall have the same meanings herein as such terms has in the Loan Agreement.

Section 2.

Grant of Security Interest in the Collateral.   As collateral security for the Secured Obligations defined below, the Guarantor hereby grants to the Lender a lien on and security interest in, and right of set-off against , and acknowledges and agrees that the Lender has a continuing lien on and security interest in, and right of set-off against, all right, title, and interest of the Guarantor, whether now owned or existing or hereafter created, acquired or arising, in and to all personal property of the Guarantor, including all of the following:

(a)

Accounts;

(b)

Chattel Paper;

(c)

Instruments (including Promissory Notes);

(d)

Documents;

(e)

General Intangibles (including Payment Intangibles and Software, patents, trademarks, tradestyles, copyrights, and all other intellectual property rights, including all applications, registration, and licenses therefor, and all goodwill of the business connected therewith or represented thereby);

(f)

Letter-of-Credit Rights;

(g)

Supporting Obligations;

(h)

Deposit Accounts;

(i)

Investment Property (including certificated and uncertificated Securities, Securities Accounts, Security Entitlements, Commodity Accounts, and Commodity Contracts);

(j)

Inventory;

(k)

Equipment (including all software, whether or not the same constitutes embedded software, used in the operation thereof);

(l)

Fixtures;

(m)

Rights to merchandise and other Goods (including rights to returned or repossessed Goods and rights of stoppage in transit) which is represented by, arises from, or relates to any of the foregoing;

(n)

Monies, personal property, and interests in personal property of the Guarantor of any kind or description now held by the Lender or at any time hereafter transferred or delivered to, or coming into the possession, custody or control of, the Lender, or any agent or affiliate of the Lender, whether expressly as collateral security or for any other purpose (whether for safekeeping, custody, collection or otherwise), and all dividends and distributions on or other rights in connection with any such property;

(o)

Supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes and related electronic data processing media, and all rights of the Guarantor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained;

(p)

Accessions and additions to, and substitutions and replacements of, any and all of the foregoing; and

(q)

Proceeds and products of the foregoing, and all insurance of the foregoing and proceeds thereof;

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all of the foregoing being herein sometimes referred to as the “Collateral” .   All terms which are used in this Agreement which are defined in the Uniform Commercial Code of the State of Nevada as in effect from time to time ( “UCC” ) shall have the same meanings herein as such terms are defined in the UCC, unless this Agreement shall otherwise specifically provide.  For purposes of this Agreement, the term "Receivables" means all rights to the payment of a monetary obligation, whether or not earned by performance, and whether evidenced by an Account, Chattel Paper, Instrument, General Intangible, or otherwise.

Section 3.

Secured Obligations.  This Agreement is made and given to secure, and shall secure, the prompt payment and performance of (a) any and all indebtedness, obligations, and liabilities of the Guarantor to the Lender, under or in connection with or evidenced by the Credit Agreements and (b) any and all expenses and charges, legal or otherwise, suffered or incurred by the Lender, and any of them individually, in collecting or enforcing any of such indebtedness, obligations, and liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the indebtedness, obligations, liabilities, expenses, and charges described above being hereinafter referred to as the “Secured Obligations” ).  Notwithstanding anything in this Agreement to the contrary, the right of recovery against the Guarantor under this Agreement shall not exceed the lowest amount that would render the Guarantor’s obligations under this Agreement void or voidable under applicable law (including fraudulent conveyance law), less $1.00.

Section 4.

Covenants, Agreements, Representations and Warranties.  The Guarantor hereby covenants and agrees with, and represents and warrants to, the Lender that:

(a)

Each of the representations, warranties and covenants made by the Guarantor and contained in the Loan Agreement are deemed repeated herein, for the benefit of the Lender, and shall be read as the context requires.

(b)

the Guarantor’s chief executive office is at 8515, Place Devonshire, Suite 207, Montreal (QC) Canada, H4P 2K1 and Guarantor has no other executive offices or places of business.  The Collateral is and shall remain in the Guarantor’s possession or control at such location (the “Permitted Collateral Location” ), except for Collateral which in the ordinary course of the Guarantor’s business is sold or in transit to any customer of the Guarantor.  The Guarantor shall not move its chief executive office or maintain a place of business at another location or permit any Collateral to be located at a location other than the Permitted Collateral Location, in each case without first providing the Lender at least 30 days prior written notice of the Guarantor’s intent to do so; provide d that the Guarantor shall at all times maintain its chief executive office, places of business, and Permitted Collateral Location in the United States of America or Canada and the Guarantor has taken all action reasonably requested by the Lender to maintain the lien and security interest of the Lender in the Collateral at all times fully perfected and in full force and effect.

(c)

the Guarantor’s legal name, jurisdiction of organization and organizational number (if any) is correctly set forth in the Preamble of this Agreement.  The Guarantor has not transacted business at any time during the immediately preceding five-year period, and does not currently transact business, under any other legal names or trade names other than the prior legal names and trade names (if any) set forth in the Preamble.  The Guarantor shall not change its

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jurisdiction of organization without the Lender’s prior written consent.  The Guarantor shall not change its legal name or transact business under any other trade name without first giving 30 days’ prior written notice of its intent to do so to the Lender.

(d)

the Guarantor shall warrant and defend the Collateral against any claims and demands of all persons at any time claiming the same or any interest in the Collateral adverse to any of the Lender.

(e)

the Guarantor will strictly comply with every covenant and undertaking heretofore or hereafter given by it to the Lender and the Lender (and any one or more of them), whether contained herein or not.

(f)

the Guarantor agrees it will hold the proceeds received from any direct or indirect dealing with the Collateral in trust for the Lender after any of the Collateral is sold other than in the ordinary course of business of the Guarantor and for the purpose of carrying on such business.

(g)

the Guarantor will notify the Lender of any loss or damage to the Collateral exceeding $10,000 per occurrence or $50,000 in the aggregate in any fiscal year, any change in any information provided in this Agreement (including the Schedules hereto) or any actual or potential claim affecting the Guarantor, the Collateral or the security interest of the Lender in the Collateral.

(h)

the Guarantor will at all times allow the Lender and their respective representatives free access to and right of inspection of the Collateral at such reasonable times and intervals as the Lender may designate and, in the absence of any existing Default or Event of Default, with reasonable prior written notice to the relevant Guarantor and without undue interference with the Guarantor’s operations or affairs.

(i)

the Guarantor will preserve the Guarantor’s rights, powers, licenses, privileges, franchises and goodwill, comply with all applicable laws, regulations and orders (including environmental laws, regulations and orders), leases, easements and other agreements affecting the Guarantor or the Collateral and conduct its business in a proper and efficient manner so as to protect the Collateral, the security interest of the Lender therein and the business and undertaking of the Guarantor, in each case, to the extent required by the Loan Agreement.

(j)

Schedule A attached hereto contains a true, complete, and current listing of all patents, trademarks, tradestyles, copyrights, and other intellectual property rights (including all registrations and applications therefor) owned by each of the Guarantor as of the date hereof that are registered with any governmental authority.  The Guarantors shall promptly notify the Lender in writing of any additional intellectual property rights acquired or arising after the date hereof, and shall submit to the Lender a supplement to Schedule A to reflect such additional rights (provided the Guarantor’s failure to do so shall not impair the Lender’s security interest therein).  the Guarantor owns or possesses rights to use all franchises, licenses, patents, trademarks, trade names, tradestyles, copyrights, and rights with respect to the foregoing which are required to conduct its business.  To the Guarantor’ knowledge, no event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights,

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and, to the Guarantor’s knowledge, the Guarantor are not liable to any person for infringement under applicable law with respect to any such rights as a result of its business operations.

(k)

the Guarantor agrees to execute and deliver to the Lender such further agreements, assignments, instruments, and documents, and to do all such other things, as the Lender may reasonably deem necessary or appropriate to assure the Lender its lien and security interest hereunder, including, without limitation, (i) such financing statements or other instruments and documents as the Lender may from time to time reasonably require to comply with the UCC and any other applicable law, (ii) such agreements with respect to patents, trademarks, copyrights, and similar intellectual property rights as the Lender may from time to time reasonably require to comply with the filing requirements of the United States Patent and Trademark Office and the United States Copyright Office, and (iii) such control agreements with respect to Deposit Accounts, Investment Property, Letter-of-Credit Rights, and electronic Chattel Paper, and, subject to Section 8(d) hereof, to cause the relevant depository institutions, financial intermediaries, and issuers to execute and deliver such control agreements, as the Lender may from time to time reasonably require.  the Guarantor hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Lender without notice thereof to the Guarantor wherever the Lender in its sole discretion desires to file the same.  the Guarantor hereby authorizes the Lender to file any and all financing statements covering the Collateral or any part thereof as the Lender may require, including financing statements describing the Collateral as “all assets” or “all personal property” or words of like meaning.  The Lender may order lien searches from time to time against the Guarantor and the Collateral, and the Guarantor shall promptly reimburse the Lender for all reasonable costs and expenses incurred in connection with such lien searches.  In the event for any reason the law of any jurisdiction other than Nevada becomes or is applicable to the Collateral or any part thereof, or to any of the Secured Obligations, the Guarantor agrees to execute and deliver all such agreements, assignments, instruments, and documents and to do all such other things as the Lender deems necessary or appropriate to preserve, protect, and enforce the security interest of the Lender under the law of such other jurisdiction.

(l)

On failure of the Guarantor to perform any of the covenants and agreements herein contained, the Lender may, at its option, perform the same and in so doing may expend such sums as the Lender deems advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, liens, and encumbrances, expenditures made in defending against any adverse claims, and all other expenditures which the Lender may be compelled to make by operation of law or which the Lender may make by agreement or otherwise for the protection of the security hereof.  All such sums and amounts so expended shall be repayable by the Guarantor upon demand, shall constitute additional Secured Obligations secured hereunder, and shall bear interest from the date said amounts are expended at the rate per annum (computed on the basis of a year of 365 days for the actual number of days elapsed) equal to the highest rate then applicable to the Loan Agreement plus six per cent (6%) (such rate per annum as so determined being hereinafter referred to as the “Default Rate” ).  No such performance of any covenant or agreement by the Lender on behalf of a Guarantor, and no such advancement or expenditure therefor, shall relieve the Guarantor of any default under the terms of this Agreement or in any way obligate the Lender to take any further or future action with respect thereto.  The Lender, in making any payment

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hereby authorized, may do so according to any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien or title or claim.  The Lender, in performing any act hereunder, shall be the sole judge of whether the Guarantor is required to perform the same under the terms of this Agreement.

Section 5.

To the extent any Receivable or other item of Collateral is evidenced by an Instrument or tangible Chattel Paper, the Guarantor shall cause such Instrument or tangible Chattel Paper to be pledged and delivered to the Lender; provided, however, that, prior to the existence of a Default or Event of Default and thereafter until otherwise required by the Lender, a Guarantor shall not be required to deliver any such Instrument or tangible Chattel Paper if and only so long as the aggregate unpaid principal balance of all such Instruments and tangible Chattel Paper held by the Guarantor and not delivered to the Lender hereunder is less than $10,000 at any one time outstanding.  Unless delivered to the Lender or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Lender indicating that such Chattel Paper or Instrument is subject to the security interest of the Lender contemplated by this Agreement.

Section 6.

Collection of Receivables.  (a) Except as otherwise provided in this Agreement or the Loan Agreement, the Guarantor shall make collection of its Receivables and may use the same to carry on its business in accordance with its customary business practice as currently conducted and otherwise subject to the terms hereof.

(b)

During the existence of an Event of Default, in the event the Lender requests the Guarantor to do so:

(i)

all Instruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by the Guarantor, be immediately endorsed to and deposited with Agent; and/or

(ii)

the Guarantor shall instruct all customers and account debtors to remit all payments in respect of Receivables or any other Collateral to a lockbox or lockboxes under the sole custody and control of the Lender and which are maintained at one or more post offices selected by the Lender.

(c)

Upon the occurrence and during the continuation of any Event of Default, whether or not the Lender has exercised any of its other rights under the other provisions of this Section 6, the Lender or its designee may notify the relevant Guarantor’s customers and account debtors at any time that Receivables has been assigned to the Lender’s security interest therein, and either in its own name, or the Guarantor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, sue for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Lender’s discretion file any claim or take any other action or proceeding which the Lender may deem necessary or appropriate to protect and realize upon the security interest of the Lender in the Receivables or any other Collateral.

(d)

Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Lender pursuant to any of the provisions of Sections 6(b) or 6(c) hereof may be handled and administered

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by the Lender in and through a remittance account or accounts maintained by the Lender at a commercial bank or banks selected by the Lender (collectively the “Depositary Banks” and individually a “Depositary Bank” ), and the Guarantor acknowledges that the maintenance of such remittance accounts by the Lender is solely for the Lender’s convenience and that the Guarantor do not has any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof.  The Lender may, after the occurrence and during the continuation of any Default or Event of Default, apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Lender may from time to time in its discretion determine, but not less often than once each week.  The Lender need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the