Baker Bros. Advixors, LLC - MRRS Decision

Headnote

Mutual Reliance Review System - Relief from the requirements in securities legislation to send an information circular to shareholders in connection with the solicitation of proxies from such shareholders - Exemption granted to allow communication with shareholders in a manner limited to that currently allowed under the Canada Business Corporations Act without first sending an information circular -- Applicant ultimately intends to send an information circular in order to solicit proxies.

Applicable Ontario Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations, ss. 9.1(2), 9.2(2), 13.1.

March 3, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA, ALBERTA,

SASKATCHEWAN, MANITOBA, ONTARIO,

QUÉBEC, NEW BRUNSWICK, NOVA SCOTIA

AND NEWFOUNDLAND AND LABRADOR

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

BAKER BROS. ADVISORS, LLC (THE FILER)

MRRS DECISION DOCUMENT

Background

1. The local securities regulatory authority or regulator (the Decision Makers) in each of the Jurisdictions has received an application from the Filer, on its own behalf and on behalf of the Funds (defined below), for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the requirement to send an information circular to shareholders of AnorMED Inc. (AnorMED) concurrently with or before the Filer and/or the Funds' potential solicitation of proxies for the special meeting of the shareholders scheduled for April 11, 2006 (the Meeting) (the Requested Relief).

Under the Mutual Reliance Review System for Exemptive Relief Applications:

(a) the British Columbia Securities Commission is the principal regulator for this application; and

(b) this MRRS decision document evidences the decision of each Decision Maker.

Interpretation

2. Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

In this decision,

"CBCA" means the Canada Business Corporations Act, and

"Funds" means Baker Bros. Investments, LP, Baker Bros. Investments II, LP, Baker Biotech Fund I, L.P., Baker Biotech Fund II, L.P., Baker Biotech Fund II (Z), L.P., Baker Biotech Fund III, L.P., Baker Biotech Fund III (Z), L.P., 14159, L.P. and Baker/Tisch Investments, LP;

Representations

3. The Filer represents that:

1. AnorMED exists under the CBCA with its head office in Vancouver, British Columbia and is a reporting issuer, or the equivalent, in each of the provinces of Canada;

2. AnorMED's common shares are listed on the Toronto Stock Exchange and the American Stock Exchange;

3. the Filer is an investment management firm based in New York City, USA and is the investment manager for the Funds;

4. the Funds hold 9,411,500 common shares of AnorMED, representing approximately 23.26% of its outstanding common shares;

5. on January 16, 2006, the Funds requisitioned the Meeting under section 143 of the CBCA for the purpose of removing the directors of AnorMED, electing in their stead individuals proposed by the Funds and conducting such other business as may properly come before the Meeting;

6. on February 2, 2006, AnorMED called the Meeting to be held on April 11, 2006 with a record date of February 28, 2006;

7. on February 20, 2006, AnorMED issued a press release refuting certain positions put forward by the Funds in Schedule 13D filings with the SEC;

8. the Filer intends to send AnorMED's shareholders an information circular in order to solicit proxies in connection with the Meeting;

9. before sending the circular to the shareholders, and as soon as possible, the Filer and/or the Funds intend to publicly state their views and reasons for their requisition in compliance with the CBCA;

10. in particular, the Filer and/or the Funds intend to issue a press release in response to the press release issued by AnorMED on February 20, 2006 and to otherwise communicate with the shareholders

(a) by way of public announcement as contemplated by subparagraph (b)(v) of the definition of "solicit" or "solicitation" in section 147 of the CBCA and section 67 of the Regulations under the CBCA, or

(b) by way of public broadcast, speech or publication as contemplated in subsection 150(1.2) of the CBCA and section 69 of the Regulations under the CBCA; and

11. the procedures for proxy solicitation contemplated by the CBCA and its Regulations are not available under the Legislation.

Decision

4. Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted, provided that the Filer and/or the Funds, as applicable, comply with the applicable proxy solicitation provisions of the CBCA and its Regulations.