Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications -- issuer has only one security holder --issuer deemed to have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 83.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUEBEC,

NOVA SCOTIA AND NEWFOUNDLANDAND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

GLYCODESIGN HOLDINGS LTD.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof the provinces of Alberta, Saskatchewan, Ontario, Quebec,Nova Scotia and Newfoundland and Labrador (the "Jurisdictions")has received an application from GlycoDesign Holdings Ltd. ("NewGlyco") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that NewGlyco be deemed to have ceased to be a reporting issuer underthe Legislation;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System")the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS New Glyco has representedto the Decision Makers that:

1. New Glyco is a corporation resulting fromthe amalgamation on June 5, 2003 of GlycoDesign Inc. ("OldGlyco") and 4149751 Canada Inc. ("4149751")under the provisions of the Canada Business CorporationsAct (the "CBCA") (the "Amalgamation")pursuant to a Merger Agreement entered into by and among InflazymePharmaceuticals Ltd. ("Inflazyme"), 4149751 andOld Glyco (the "Merger Agreement").

2. The authorized capital of New Glyco consistsof an unlimited number of common shares ("New Glyco CommonShares"), of which there is currently 101 New Glyco CommonShares issued and outstanding.

3. New Glyco is currently a reporting issuerin the Jurisdictions and became a reporting issuer in theJurisdictions and in British Columbia and Manitoba as a resultthe Amalgamation. New Glyco is not a reporting issuer in anyother jurisdiction.

4. New Glyco is not in default of any of itsobligations as a reporting issuer in the Jurisdictions exceptthe requirement to file annual financial statements within140 days of January 31, 2003, and the requirements to fileinterim financial statements within 60 days of April 30, 2003,each of which were due subsequent to the Amalgamation.

5. New Glyco's registered office is locatedin Vancouver, British Columbia.

6. New Glyco has filed a notice to cease tobe a reporting issuer in British Columbia and a letter inManitoba as required under the securities legislation andrequirements in those provinces.

7. On April 8, 2003 Old Glyco, Inflazyme and4149751 entered into the Merger Agreement pursuant to whichthe parties agreed to effect an acquisition by Inflazyme (through4149751) of Old Glyco.

8. Old Glyco was incorporated on December30, 1993 under the CBCA.

9. Prior to the Amalgamation, Old Glyco wasa reporting issuer in each of the Provinces of British Columbia,Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Nova Scotiaand Newfoundland and Labrador.

10. Old Glyco's common shares were listedand traded on the Toronto Stock Exchange (the "TSX").

11. 4149751, a wholly-owned subsidiary ofInflazyme, was incorporated on February 28, 2003 under theCBCA for the purpose of effecting the acquisition by Inflazymeof Old Glyco.

12. On May 29, 2003, the Amalgamation wasapproved by shareholders of Old Glyco.

13. Old Glyco's common shares were delistedfrom the TSX on or about June 10, 2003. The securities ofNew Glyco are not traded on a marketplace as defined in NationalInstrument 21-101 Marketplace Operation.

14. As a result of the Amalgamation, the OldGlyco shareholders received common shares of Inflazyme andall of the outstanding New Glyco Common Shares are held byInflazyme.

15. Other than New Glyco Common Shares, NewGlyco has no securities, including debt securities, outstanding.

16. New Glyco does not intend to seek publicfinancing by way of an offering of its securities.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers underthe Legislation is that New Glyco is deemed to have ceased tobe a reporting issuer under the Legislation.

August 1, 2003.

"Robert K. Korthals"
"Paul K. Bates"