Ondine Biopharma Corporation - ss. 83.1(1)

Headnote

Subsection 83.1(1) -- reporting issuer in Alberta and British Columbia that is listed on TSX Venture deemed to be a reporting issuer in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am. ss. 83(1).

Policies Cited

Policy 12-602 Deeming an Issuer from Certain Other Canadian Jurisdictions to be a Reporting Issuer in Ontario (2001) 24 OSCB 1531.

IN THE MATTER OF

THE SECURITIES ACT, R.S.O. 1990,

CHAPTER S.5, AS AMENDED (the Act)

AND

IN THE MATTER OF

ONDINE BIOPHARMA CORPORATION

ORDER

(Subsection 83.1(1))

UPON the application of Ondine Biopharma Corporation (the Company) for an order pursuant to subsection 83.1(1) of the Act deeming the Company to be a reporting issuer for the purposes of Ontario securities law;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Company representing to the Commission as follows:

1. The Company was incorporated pursuant to the laws of British Columbia on September 9, 1996.

2. The head office of the Company is located at 250 -- 1075 West Georgia Street, Vancouver, BC, V6C 3C9.

3. The authorized capital of the Company consists of 100,000,000 common shares without par value. As at September 7, 2004, 34,494,344 common shares had been issued and 11,825,814 common shares had been reserved for outstanding stock options, share purchase warrants and agent's options.

4. The Company has been a reporting issuer under the Securities Act (British Columbia) (the B.C. Act) since April 1998 and the Securities Act (Alberta) (the Alberta Act) since November 1999.

5. The Company is not in default of any requirements of the B.C. Act or the Alberta Act.

6. The common shares of the Company are listed on the TSX Venture Exchange and the Company is in compliance with all requirements of the TSX Venture Exchange. Additionally, the common shares are listed on the Alternative Investment Market of the London Stock Exchange and to the best of the Company's knowledge the Company is not in default of the Alternative Investment Market rules or the applicable securities legislation in the United Kingdom.

7. The Company is not a reporting issuer in Ontario, and is not a reporting issuer, or equivalent, in any other jurisdiction, except British Columbia and Alberta.

8. The Company has a significant connection to Ontario for the reason that significantly greater than 20% of the beneficial and registered shareholders of the Company had, as at August 14, 2004, residence in Ontario.

9. The continuous disclosure requirements of the B.C. Act and the Alberta Act are substantially the same as the requirements under the Act.

10. The continuous disclosure materials filed by the Company under the B.C. Act and under the Alberta Act since April 2, 1998 are available on the System for Electronic Document Analysis and Retrieval (SEDAR).

11. The Company has not been subject to any penalties or sanctions imposed against the Company by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, and has not entered into any settlement agreement with any Canadian securities regulatory authority.

12. Neither the Company nor, to the knowledge of the Company, its officers and directors, or any of its controlling shareholders, has:

(i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority,

(ii) entered into a settlement agreement with a Canadian securities regulatory authority, or

(iii) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

13. Neither the Company nor, to the knowledge of the Company, its officers and directors, or any of its controlling shareholders, is or has been subject to:

(i) any known ongoing or concluded investigations by:

(a) a Canadian securities regulatory authority, or

(b) a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

14. Mr. Douglass Watson a director and the President and Chief Executive Officer of the Company, was a director and the President and Chief Executive Officer of GenSci Regeneration Services, a California based former TSX listed issuer, at the time of its filing a voluntary petition for bankruptcy on December 20, 2001. Mr. Watson remained a director and the President and Chief Executive Officer of GenSci until December 2003 after GenSci exited bankruptcy protection on October 17, 2003.

15. Except as disclosed in 14. above, to the knowledge of the Company, none of its officers and directors, or any of its controlling shareholders, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to:

(i) any cease trade or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(ii) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

16. The Company shall remit all participation fees due and payable by it pursuant to Ontario Securities Commission Rule 13-502 Fees by no later than two (2) business days from the date hereof.

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

IT IS HEREBY ORDERED pursuant to subsection 83.1(1) of the Act that the Company be deemed a reporting issuer for the purposes of Ontario securities law.

October 19, 2004.

"Charlie MacCready"