Securities Law & Instruments

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

BIOVAIL CORPORATION, EUGENE N. MELNYK,

BRIAN H. CROMBIE, JOHN R. MISZUK AND

KENNETH G. HOWLING

CONFIDENTIALITY ORDER

(Biovail)

WHEREAS on March 24, 2008, the Ontario Securities Commission (the "Commission") issued a Notice of Hearing and related Statement of Allegations (the "Notice of Hearing") against Biovail Corporation ("Biovail"), Eugene N. Melnyk ("Melnyk"), Brian H. Crombie ("Crombie"), John R. Miszuk ("Miszuk") and Kenneth G. Howling ("Howling");

AND WHEREAS the Commission has approved settlement agreements reached with Biovail, Miszuk, Howling and Crombie;

AND WHEREAS a hearing was held to determine whether it was in the public interest to make certain orders in respect of Melnyk (the "Hearing");

AND WHEREAS Staff of the Commission and Melnyk submitted a consolidated hearing brief (the "Consolidated Brief") for use at the Hearing, containing certain documents (the "Hearing Documents");

AND WHEREAS Biovail brought a motion (the "Biovail Motion") that the documents listed in Schedule "A" to this order (the "Schedule "A" Documents") and Schedule "B" to this order (the "Schedule "B" Documents") be included in the public record only in redacted form; and an order that the transcript of this proceeding and the written submissions filed in this proceeding be redacted so as to remove references that would disclose the redacted portions of the Schedule "A" Documents and the Schedule "B" Documents (the "Schedule "C" Transcripts & Written Submissions");

AND WHEREAS the Panel ruled on March 11, 2009 that the Hearing Documents at Tab 97 of the Consolidated Brief should only form part of the public record after appropriate redactions, and that testimony concerning these documents should be heard in camera;

IT IS HEREBY ORDERED THAT:

1. The Schedule "A" Documents, the Schedule "B" Documents and the Schedule "C" Transcripts & Written Submissions shall only be made available to the public in redacted form, as provided to the Commission and the parties as part of the Biovail Motion.

2. All documents ordered redacted pursuant to this order shall include documents tendered into evidence and filed with the Commission in electronic form.

3. The Commission, Melnyk and his counsel, Staff of the Commission, the United States Securities and Exchange Commission (the "SEC"), the parties' experts, Biovail and its counsel, as well as counsel for Crombie, Miszuk and Howling may be provided with a copy of any documents referred to in paragraph 1 above in unredacted form. Subject to paragraph 4 hereof, such unredacted documents shall be kept confidential and shall not be disclosed to any other person or entity.

4. Melnyk and his counsel, the SEC, the parties' experts, Biovail and its counsel, as well as counsel for Crombie, Miszuk and Howling may use any unredacted documents referred to in paragraph 3 above in the proceeding commenced by the SEC on March 24, 2008, which is currently pending against Melnyk, Crombie, Miszuk and Howling, subject to any determinations or orders that may be made in that proceeding as to the use that may be made of the unredacted documents, and the rights of all parties including Biovail in that regard are reserved.

5. The terms of this order are subject to any modification or variation made by order of the Commission on its own initiative or on application by Staff or any of the parties, provided notice thereof is given to any of the affected parties.

Dated at Toronto this 20th day of August, 2009.

"James E. A. Turner"

"David L. Knight"

"Paulette L. Kennedy"

 

SCHEDULE "A"

Consolidated Brief

Doc ID

Tab No.

 

 

186

BVF_02_003685117

 

191

BVF_02_003667402

 

192

BVF_02_0037835341

 

193

BVF_02_003704929

 

194

EYC EMF 051227

 

196

BVF_02_0038303754

 

197

BVF_02_003802033

 

198

BVF_02_003685100

 

SCHEDULE "B"

Consolidated Brief

Doc ID

Tab No.

 

 

97

B099385 B 19523

 

104

BVF_02_002430653

 

160

B099289

 

179

BVF_02_003691213

 

180

BVF_02_003690274

 

SCHEDULE "C"

Document

Page Reference

 

Examination transcript, March 12, 2009,

29, 46, 47, 48

John Miszuk

 

 

Examination transcript, April 3, 2009, Brian

80, 81, 85

Crombie

 

 

Examination transcript, April 15, 2009,

132

Douglas Deeth

 

 

Closing Argument Submissions of the

124 and 125

Respondent Eugene Melnyk, June 9, 2009