Firstar Bank, N.A. and Biovail Corporation

Order

Headnote

Order pursuant to subsection 46(4) of the Business Corporations Act (Ontario) -trust indenture governed by the United States Trust Indenture Act of 1939 is exemptfrom the requirements of Part V of the Business Corporations Act (Ontario) inconnection with a southbound offering of convertible debentures under theMultijurisdictional Disclosure System.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c.B.16, as amended, ss.46(2), 46(4), Part V.

Securities Act, R.S.O. 1990, c.S.5, as amended.

Securities Act of 1933, Act of May 27, 1933, 48 Stat, 74, 15 U.S. Code, Secs. 77a-77aa, as amended.

Trust Indenture Act of 1939, Act of August 3, 1939, 53 Stat, 1149, 15 U.S. Code, Secs. 77aaa-77bbb, as amended.

National Instrument Cited

National Instrument 71-101 Multijurisdictional Disclosure System (1998) 21 O.S.C.B. 6919.


IN THE MATTER OF THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, CHAPTER B.16, AS AMENDED (THE "OBCA")

AND

IN THE MATTER OF
FIRSTAR BANK, N.A. AND BIOVAIL CORPORATION

ORDER
(Subsection 46(4) OBCA)


UPON the application by Firstar Bank, N.A. (the "Applicant") to the OntarioSecurities Commission (the "Commission") for an order pursuant to subsection 46(4)of the OBCA, exempting a trust indenture of Biovail Corporation (the "Issuer") from therequirements of Part V of the OBCA;

AND UPON considering the application and the recommendations of staff of theCommission;

AND UPON the Applicant and the Issuer having represented to the Commissionas follows:

1. The Issuer has advised the Applicant that it is a corporation existing under theOBCA and is a reporting issuer under the Securities Act (Ontario) R.S.O. 1990,c.S. 5, as amended (the "Act").

2. The Applicant is a United States based financial institution and will be, pursuantto the terms of an indenture (the "Indenture") to be made between the Issuerand the Applicant, the trustee in respect of U.S.$300,000,000 convertiblesubordinated preferred equivalent debentures of the Issuer maturing on March31, 2025 to be issued under the Indenture (the "Notes").

3. The Notes are to be sold to Donaldson, Lufkin & Jenrette, Merrill Lynch & Co.and Morgan Stanley Dean Witter (collectively, the "Initial Purchasers"), pursuantto the terms of an underwriting agreement to be entered into among the InitialPurchasers and the Issuer.

4. The Notes are to be offered to the public exclusively in the United States.

5. Prior to the issuance of the Notes, the Issuer will file a prospectus with theCommission and, pursuant to the multijurisdictional disclosure system, will filewith the United States Securities Exchange Commission a registration statementunder the Securities Act of 1933 relating to the Notes.

6. As the Issuer will file the prospectus with respect to the Notes with theCommission, Part V of the OBCA will therefore apply to the Indenture by virtueof subsection 46(2) of the OBCA.

7. The Indenture will be subject to the United States Trust Indenture Act of 1939(the "Trust Indenture Act"), which regulates the issue of debt securities undertrust indentures in the United States in a manner consistent with Part V of theOBCA.

AND UPON the Commission being of the opinion that to do so would not beprejudicial to the public interest;

IT IS ORDERED pursuant to subsection 46(4) of the OBCA that the Indenturepursuant to which the Notes are to be issued is exempt from Part V of the OBCA,provided that the Indenture is subject to and governed by the Trust Indenture Act.

March 7th, 2000.

"J. A. Geller"     "K. D. Adams"