Anormed Inc . - ss. 74(1)

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5 as amended

AND

IN THE MATTER OF
ANORMED INC.

ORDER
(subsection 74(1) of the Act)

and

EXEMPTION
(subsection 59(2) of Schedule 1 to the Regulation made under the Act)

UPON the application of AnorMED Inc. ("AnorMED") to the Ontario Securities Commission (the "Commission") for a ruling pursuant to subsection 74(1) of the Securities Act, R.S.O. 1990, c. S.5, as amended, (the "Act") that certain intended trades of options (the "Options") of AnorMED to a member of its Scientific Advisory Board who is resident in Ontario are exempt from sections 25 and 53 of the Act and for a ruling pursuant to subsection 59(2) of the General Regulation made under the Act, R.R.O. 1990, Regulation 1015 (the "Regulation") that AnorMED be exempt from the fee applicable under Section 20 of Schedule 1 to the Regulation;

AND UPON AnorMED having represented to the Commission that:

1.AnorMED was incorporated under the federal laws of Canada and is a reporting issuer under the Act;

2.the authorized capital of AnorMED consists of an unlimited number of common shares (the "Shares") of which 23,026,055 Shares were issued and outstanding as at August 22, 2000, and an unlimited number of preferred shares of which none were issued and outstanding as at August 22, 2000;

3.the Shares are listed and posted for trading on The Toronto Stock Exchange (the "TSE");

4.AnorMED is in the business of discovering, developing and commercializing metal based therapeutics, targeting several diseases including cancer, HIV infection and inflammatory disease;

5.the members of AnorMED’s Scientific Advisory Board ("Scientific Advisors") are experienced scientists who provide the necessary guidance to assist AnorMED’s technology to reach its full clinical and commercial potential;

6.at the request of management, the Scientific Advisors review and provide AnorMED with advice regarding research and development projects;

7.the Scientific Advisory Board meets annually and makes recommendations directly to AnorMED's management;

8.AnorMED has implemented an Incentive Stock Option Plan (the "Plan"), the purpose of which is to attract and retain superior directors, officers, advisors, employees and other persons or companies engaged to provide ongoing services to AnorMED, to provide incentive for such persons to put forth maximum effort for the continued success and growth of AnorMED, and in combination with these goals, to encourage equity participation in AnorMED;

9.the Plan complies with the TSE requirements;

10.the maximum aggregate number of Shares of AnorMED reserved for issuance under options issued under the Plan ("Options") to Scientific Advisors and consultants will not exceed 2% of the issued and outstanding securities of AnorMED at the date of the grant of Options;

11.the Options are non-transferable and non-assignable otherwise than by will or by the laws governing the devolution of property in the event of death of the optionee;

12.the Options granted to the Scientific Advisors will expire not later than five years from the date of the grant of the Option;

13.Scientific Advisors will not be induced to acquire securities of AnorMED by expectation of continued membership on the Scientific Advisory Board or engagement by or employment with AnorMED;

14.Robert S. Kerbel, Ph.D. ("Dr. Kerbel") is a member of the Scientific Advisory Board of AnorMED and the only Scientific Advisor resident in Ontario; and

15.Dr. Kerbel may not be a consultant as defined under Ontario Securities Commission Rule 45-503 because, in the reasonable opinion of AnorMED, he may not spend a "significant amount of time and attention on the business and affairs" of AnorMED.

AND UPON the Commission being satisfied that it would not be prejudicial to the public interest to do so;

IT IS RULED pursuant to subsection 74(1) of the Act that trades of Options to Dr. Kerbel are exempt from the requirements of sections 25 and 53 of the Act provided that the grant and terms of such Options comply with the rules of the TSE governing stock options;

AND IT IS FURTHER RULED pursuant to subsection 74(1) of the Act that the first trade in the securities acquired on the exercise of the Options are exempt from section 53 of the Act provided Dr. Kerbel complies with section 72(5) of the Act, except that the disclosure requirement contemplated by section 72(5)(b) may be made in accordance with Part 10 of Rule 45-503;

AND IT IS FURTHER RULED pursuant to section 59(2) of Schedule 1 to the Regulation that the fees applicable under section 20 of Schedule I to the Regulation to the securities issued on the exercise of the Options in reliance on subsection 72(1)(f)(iii) shall not apply provided that AnorMED complies with section 11.1 of Rule 45-503 and for that purpose, the reference to service providers shall be deemed to include Dr. Kerbel.

December 22, 2000.


"J.A. Geller""R.S. Paddon"