Common use of Declaration as to Non-Canadian Holders Clause in Contracts

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon on the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside of Canada or the United States, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on the exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of or the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights Rights, or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United StatesCanada, in which such issue or delivery would be unlawful without registration of the relevant Persons persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesU.S., the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United StatesU.S., in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon on the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside of Canada or the United States, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on the exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United StatesCanada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon on the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside of Canada or the United States, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on the exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of or the relevant Persons or securities for such purposes., or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body. [Signature page follows]

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United StatesCanada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United StatesStates of America, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada Canada, the United States or the United States, Kingdom in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights Rights, to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall will the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United Statesother than Canada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In 1n no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights Rights, to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights Rights, or securities issuable on exercise of Rights to persons who are citizens, residents or nationals national of any jurisdiction other than Canada or the United StatesCanada, in which such issue or delivery would be unlawful without registration of the relevant Persons persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon on the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside of Canada or the United States, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on the exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of or the relevant Persons or securities for such purposes., or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body. Table of Contents

Declaration as to Non-Canadian Holders. 5.8 If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United StatesCanada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company NOVA with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company NOVA or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Trust or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Angiotech with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Angiotech or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United Statesother than Canada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights Rights, to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities Shareholder Rights Plan Agreement laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United Statesjurisdiction, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.. Table of Contents

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights, Convertible Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall shallmay take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who which may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United StatesCanada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board board of Directors directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board board of Directors directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.. 44 - 44 -

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon on the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside of Canada or the United States, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on the exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of or the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure that such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is required by law) without advance notice to any regulatory body or self-regulating body.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Trust with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Trust or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon on the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside of Canada or the United States, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on the exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, States in which such issue or delivery would be unlawful without registration of or the relevant Persons or securities for such purposes., or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body. [REMAINDER INTENTIONALLY LEFT BLANK]

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights Rights, or securities issuable on exercise of o£ Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United StatesCanada, in which such issue or delivery would be unlawful without registration of the relevant Persons persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the theapplicable securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure that such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is required by law) without advance notice to any regulatory body or self-regulating body.

Declaration as to Non-Canadian Holders. ‌ If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction jurisdiction, other than Canada or the United StatesCanada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self- regulatory body.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon on the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United Statesof Canada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on the exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights Rights, or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United StatesCanada, in which such issue or delivery would be unlawful without registration of the relevant Persons persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the applicable securities laws or comparable legislation of a jurisdiction outside Canada or the United Stateslaws, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company AnorMED with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States, the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company AnorMED or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. ‌ If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company Corporation with the securities laws or comparable legislation of a jurisdiction outside Canada or the United States., the Board of Directors acting in good faith shall take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside Canada or the United StatesCanada, the Board of Directors acting in good faith shall may take such actions as it may deem appropriate to ensure such compliance. In no event shall the Company Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada or the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes, or (until such notice is given as required by law) without advance notice to any regulatory or self-regulatory body.