<PAGE>

                            ID BIOMEDICAL CORPORATION

                                NOTICE OF MEETING

                                       AND

                              INFORMATION CIRCULAR

                                       FOR

                                      2003

                             ANNUAL GENERAL MEETING

                                   OF MEMBERS

                                   To Be Held
                                    2:30 p.m.
                              Tuesday, June 3, 2003
                                     In the
                                   Pier 9 Room
                                       in
                         The Westin Harbour Castle Hotel
                               One Harbour Square
                                Toronto, Ontario
<PAGE>

                            ID BIOMEDICAL CORPORATION
                             1510 - 800 WEST PENDER
                                  VANCOUVER, BC
                                     V6C 2V6

                      NOTICE OF 2003 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of the members
("shareholders") of ID Biomedical Corporation (the "Company") will be held in
the Pier 9 Room, in The Westin Harbour Castle Hotel, One Harbour Square,
Toronto, Ontario on Tuesday, June 3, 2003, at 2:30 p.m. for the following
purposes:

1.   To receive the Company's annual report, consisting of the annual audited
     financial statements of the Company for the financial year ending December
     31, 2002, the auditors' report on the annual audited financial statements
     of the Company and the report of the directors of the Company.

2.   To approve the appointment of KPMG LLP, Chartered Accountants, as auditors
     of the Company to hold office until the next annual general meeting and to
     authorize the directors to fix the remuneration to be paid to the auditors.

3.   To fix the number of directors of the Company at nine and elect, by
     ordinary resolution, the directors of the Company for the ensuing year.

4.   To transact any other business as may properly come before the annual
     general meeting and any adjournments thereof.

If you are a REGISTERED SHAREHOLDER of the Company and are unable to attend the
meeting in person, please date and execute the accompanying form of proxy and
return it in the envelope provided to Computershare Trust Company of Canada,
100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, by no later than
4:00 p.m. (Toronto time) on May 29, 2003.

If you are an UNREGISTERED SHAREHOLDER of the Company and receive these
materials through your broker or through another intermediary, please complete
and return the materials in accordance with the instructions provided to you by
your broker or by the other intermediary.

DATED this 22nd day of April, 2003.

                                        BY ORDER OF THE BOARD

                                        (signed) ANTHONY F. HOLLER
                                                 Chief Executive Officer
<PAGE>

                            ID BIOMEDICAL CORPORATION

                              INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This Information Circular accompanies the Notice of Annual General Meeting
("Notice") for the 2003 Annual General Meeting ("Meeting") of the members
("shareholders") of ID Biomedical Corporation ("Company" or "IDB") to be held on
June 3, 2003 and is furnished in connection WITH THE SOLICITATION OF PROXIES BY
MANAGEMENT OF THE COMPANY for use at the Meeting, or at any adjournment thereof,
for the purposes set forth in the accompanying Notice.

This solicitation of proxies will be conducted by mail but may be supplemented
by telephone or other personal contact to be made without special compensation
by officers or employees of the Company. The Company does not reimburse
shareholders' nominees or agents for the cost incurred in obtaining their
principal's authorization to execute forms of proxy. The total cost of
solicitation will be borne by the Company.

The head office of the Company is 1510 - 800 West Pender Street, Vancouver,
British Columbia, V6C 2V6. The telephone number is (604) 431-9314 and the
facsimile number is (604) 431-9378. The registered and records office of the
Company is located at 900 Waterfront Centre, 200 Burrard Street, P.O. Box 48600,
Vancouver, British Columbia, V7X 1T2.

The date of this Information Circular is April 22, 2003 and it is first being
sent to shareholders on or about April 30, 2003.


APPOINTMENT OF PROXYHOLDER

THE FORM OF PROXY ACCOMPANYING THIS INFORMATION CIRCULAR IS BEING SOLICITED BY
THE MANAGEMENT OF THE COMPANY. THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY
ARE THE CHIEF EXECUTIVE OFFICER AND THE PRESIDENT OF THE COMPANY.

A REGISTERED SHAREHOLDER OF THE COMPANY OR, SUBJECT TO APPLICABLE LAWS, AN
INTERMEDIARY WHO HOLDS SHARES OF THE COMPANY ON BEHALF OF A NON-REGISTERED
SHAREHOLDER, HAS THE RIGHT TO APPOINT AN INDIVIDUAL TO ATTEND AND ACT FOR, AND
ON BEHALF OF, THE SHAREHOLDER OR INTERMEDIARY AT THE MEETING OTHER THAN ONE OF
THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY. A REGISTERED SHAREHOLDER OR
INTERMEDIARY WHO DOES NOT WISH TO APPOINT EITHER OF THE PERSONS SO NAMED SHOULD
STRIKE OUT THOSE NAMES AND INSERT, IN THE BLANK SPACE PROVIDED, THE NAME OF THE
INDIVIDUAL WHOM THE SHAREHOLDER OR INTERMEDIARY WISHES TO APPOINT AS
PROXYHOLDER. THAT INDIVIDUAL NEED NOT BE A SHAREHOLDER.

AS IS THE CASE WITH MOST PUBLIC COMPANIES, MANY SHARES OF THE COMPANY ARE NOT
REGISTERED IN THE NAME OF THE BENEFICIAL HOLDERS OF THE SHARES BUT RATHER
REGISTERED IN THE NAME OF AN INTERMEDIARY OR NOMINEE SUCH AS A FINANCIAL
INSTITUTION, TRUST COMPANY OR BROKER. PERSONS HOLDING SHARES IN THIS MANNER ARE
NOT REGISTERED SHAREHOLDERS AND CAN ONLY VOTE THEIR SHARES AT THE MEETING BY
FOLLOWING THE VOTING OR PROXY APPOINTMENT INSTRUCTIONS PROVIDED TO THEM BY THEIR
INTERMEDIARY OR NOMINEE.

EXECUTION OF PROXY

A proxy will not be valid unless it is signed by the registered shareholder or
intermediary or by the registered shareholder's or intermediary's agent duly
authorized in writing or, if the registered shareholder or intermediary is a
company, under its seal or by an officer or agent thereof duly authorized. If a
proxy is executed by an agent for a registered shareholder or intermediary then
the instrument empowering the agent, or a notarial copy thereof, must accompany
the proxy.


                                     Page 3
<PAGE>

JOINT HOLDERS

A proxy given on behalf of joint holders must be executed by all of them and may
be revoked only by all of them. If more than one of several joint holders are
present at the Meeting and they do not agree as to which of them is to exercise
any vote to which they are jointly entitled, the joint member present whose name
is first on the register shall alone be entitled to vote in respect of the
jointly held shares.

DEPOSIT OF PROXY

Executed proxies must be deposited by hand or mail with Computershare Trust
Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1,
by no later than 4:00 p.m. (Toronto time) on May 29, 2003, or not less than 48
hours (excluding Saturdays and holidays) before any adjournment of the Meeting.
The chair of the Meeting has the discretion to accept proxies filed
subsequently.

All non-registered shareholders who receive these proxy materials through their
broker or through another intermediary should complete and return the materials
in accordance with the instructions provided to them by their broker or by that
other intermediary.

EXERCISE OF VOTE BY PROXY

Shares represented by properly executed proxies in the accompanying form (if
executed in favour of management nominees and properly deposited prior to the
Meeting) will be voted or withheld from voting in accordance with the
instructions of the registered shareholder on any ballot that may be called for
and, if the registered shareholder specifies a choice with respect to any matter
to be acted upon at the Meeting, shares represented by such proxies will be
voted accordingly. IF NO CHOICE IS SPECIFIED, THE PERSONS DESIGNATED IN THE
ACCOMPANYING FORM OF PROXY WILL VOTE IN FAVOUR OF ALL MATTERS PROPOSED BY
MANAGEMENT AT THE MEETING. THE ENCLOSED FORM OF PROXY CONFERS DISCRETIONARY
AUTHORITY UPON THE PERSONS NAMED THEREIN WITH RESPECT TO AMENDMENTS OR
VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE AND WITH RESPECT TO OTHER MATTERS
WHICH MAY PROPERLY COME BEFORE THE MEETING. At the date of this Information
Circular, the management of the Company knows of no such amendments, variations
or other matters to come before the Meeting.

A vote cast in accordance with the terms of a proxy will be valid
notwithstanding the previous death, incapacity or bankruptcy of the registered
shareholder or intermediary on whose behalf the proxy was given or the
revocation of the appointment unless written notice of such death, incapacity,
bankruptcy or revocation is received by the chair of the Meeting, as applicable,
at any time before the vote is cast.

REVOCATION OF PROXY

A registered shareholder or intermediary may revoke a proxy before it is
exercised by depositing an instrument in writing, executed by the shareholder or
by the shareholder's agent duly authorized in writing or where the shareholder
is a company, by a duly authorized officer or attorney of the company, at the
registered office of the Company at 900 Waterfront Centre, 200 Burrard Street,
P.O. Box 48600, Vancouver, British Columbia, V7X 1T2, at any time up to and
including the last business day preceding the day of the Meeting or any
adjournment thereof at which the proxy is to be used, or by depositing the
instrument in writing with the chair of the Meeting on the day of the Meeting or
at any adjournment thereof and, in either case, the proxy is thereby revoked. A
proxy may also be revoked in any other manner permitted by law.

CURRENCY

All references to monetary amounts in this Information Circular are in Canadian
dollars unless otherwise indicated.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as described in this Information Circular, none of the directors or
senior officers of the Company, management nominees for election as a director
of the Company, persons who have been directors or senior


                                     Page 4
<PAGE>

officers of the Company since the commencement of the Company's last completed
financial year, or any associate or affiliate of any of the foregoing have any
material interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any matter to be acted upon at the Meeting.


                                     Page 5
<PAGE>

VOTING SHARES AND PRINCIPAL HOLDERS

VOTING SHARES

The authorized capital of the Company consists of 200,000,000 common shares
without par value ("Share" or "Shares"), 100,000,000 Class "A" Preference shares
with a par value of $10 each and 100,000,000 Class "B" Preference shares with a
par value of $50 each, of which 32,759,040 Shares and no Class "A" or Class "B"
Preference shares were issued and outstanding as of April 22, 2003. At an annual
general meeting of the Company every holder of Shares present in person or
represented by proxy and entitled to vote shall have one vote on any show of
hands and one vote per Share on a poll, and shall have the right to require
resolutions to be voted by a poll. Holders of Shares of record at the close of
business on April 25, 2003, will be entitled to receive notice of and to vote at
the Meeting.

PRINCIPAL HOLDERS

To the knowledge of the directors and senior officers of the Company, at April
22, 2003, no single shareholder beneficially owns, directly or indirectly, or
exercises control or direction over securities carrying more than 10% of the
voting rights attached to any class of voting securities of the Company.

As at April 22, 2003 the directors and officers of the Company as a group
beneficially owned, directly or indirectly, or exercise control over 906,862
Shares (excluding Shares under options granted and unexercised).

VOTES NECESSARY TO PASS RESOLUTIONS

Under the Company's Articles, the quorum for the transaction of business at the
Meeting consists of one person present and being, or representing by proxy, a
shareholder of the Company. Unless otherwise described herein, a simple majority
of the votes cast at the Meeting (in person or by proxy) is required in order to
pass the resolutions referred to in the accompanying Notice of Meeting.

PARTICULAR MATTERS TO BE ACTED UPON

APPOINTMENT OF AUDITOR

Unless otherwise instructed, the proxies given pursuant to this solicitation
will be voted for the reappointment of KPMG LLP, Chartered Accountants, as the
auditors of the Company to hold office until the close of the next annual
general meeting, or until a successor is appointed, at a remuneration to be
determined by the directors. KPMG were first appointed auditors of the Company
on June 4, 1991.

For the year ended December 31, 2002, the total amount of fees paid by the
Company to KPMG LLP for professional services rendered was $256,350. These fees
were paid as follows:

1.  AUDIT FEES - The Company paid KPMG LLP a total of $123,000 for audit
services in connection with the audit of the Company's annual consolidated
financial statements for the year ended December 31, 2002 and the review of the
Company's quarterly consolidated financial statements for 2002.

2.  OTHER FEES - The Company paid KPMG LLP a total of $133,350 for all other
services rendered during the year ended December 31, 2002. The following table
provides a breakdown of these fees:

<TABLE>
               <S>                                       <C>
               Review of Accounting Issues               $ 36,550
               Tax Compliance                              35,000
               Transfer Pricing                            61,800
                                                         --------
                                                         $133,350
                                                         --------
                                                         --------
</TABLE>

The Board of Directors recommends the appointment of KPMG LLP as the auditors of
the Company for the


                                     Page 6
<PAGE>

ensuing year at a remuneration to be fixed by the directors.

ELECTION OF DIRECTORS

At the meeting, shareholders will be asked to pass a resolution fixing the
number of directors at nine and to elect nine members to the board of directors
for the ensuing year. The Articles of the Company provide that the members of
the Board of Directors may appoint additional directors over the course of the
year to a maximum of an additional one-third of the number of directors elected
or appointed at the most recent annual general meeting of shareholders.

Directors are elected annually by the shareholders of the Company and hold
office until the next annual general meeting of the Company. Management's
nominees for election to the Board of Directors will be as follows:

<TABLE>
<CAPTION>
NAME, PRESENT POSITION AND                      PRESENT                              FIRST               SHARES
MUNICIPALITY OF RESIDENCE               PRINCIPAL OCCUPATION(1)               APPOINTED DIRECTOR        OWNED(2)
------------------------------          ---------------------------------     ------------------        --------
<S>                                     <C>                                   <C>                       <C>
DR. RICHARD BASTIANI(3)                 Retired; Formerly President,           October 15, 1996          102,372
Chairman, Director                      Dendreon Corp. (biotechnology
Los Gatos, CA                           company)

DANIEL A. CARRIERE(3)                   President, Carriere Financial          August 24, 1998           252,349
Director                                Services Inc. (venture capital
Vancouver, BC                           company)

MICHEL GRECO(3)                         Retired; Formerly President, COO,     October  24, 2002            Nil
Director                                Aventis Pasteur (biotechnology
Vancouver, BC                           company)

ANTHONY F. HOLLER, M.D.                 Chief Executive Officer of the          March 4, 1991            324,934
Chief Executive Officer                 Company
and a Director
Vancouver, BC

RICHARD H. MCCOY(3)                     Vice Chairman, Investment Banking,    September 13, 1999          54,863
Director                                TD Securities Inc. (investment
Toronto, ON                             dealer)

TODD R. PATRICK                         President and Chief Operating         Since May 18, 2000         100,963
President/Chief Operating               Officer of  the Company
Officer and a Director
Bellevue, WA

JON S. SAXE(3)                          Retired; Formerly President,            November 10, 1993         61,669
Director                                Protein Design Labs, Inc.
Los Altos, CA                           (biopharmaceutical company)

DR. BRIAN J. UNDERDOWN, PhD(3)          Vice President, MDS Capital            September 13, 1999          4,000
Director                                Corporation and President,
Toronto, ON                             University Medical Discoveries Inc.

IAN A. WEBB(4)                          Partner, Borden Ladner Gervais LLP        July 11, 1997            5,712
Director                                (law firm)
Vancouver, BC
</TABLE>

(1)  Includes occupations for the preceding five years unless the director was
     elected at the previous Annual General Meeting and was shown as a nominee
     for election as a director in the Information Circular for that meeting.

(2)  The approximate number of shares of the Company carrying the right to vote
     in all circumstances beneficially owned, directly or indirectly, or over
     which control or direction is exercised by each proposed nominee as of
     April 23, 2003.

(3)  Member of Audit Committee.

(4)  Related Director due to the fact he is a partner with the Company's legal
     counsel, Borden Ladner Gervais, LLP.


                                     Page 7
<PAGE>

Certain parts of the information in the table above is not within the knowledge
of management of the Company and has been provided by the individual directors.

The following are brief biographies of the Company's nominees for Director.

RICHARD BASTIANI, PH.D., CHAIRMAN

Richard Bastiani was appointed to the ID Biomedical Corporation Board of
Directors in October 1996. In August 1998, he was appointed Chairman of the
Board. As the former President of Syva Company, an in-vitro diagnostics
manufacturer, Dr. Bastiani is a well known industry executive. He was most
recently President of Dendreon Corp., a Mountain View, California biotechnology
company focused on the development of innovative cancer therapies. From 1972 to
1991, Dr. Bastiani held a succession of Vice President positions at Syva. He was
responsible at various times for conducting clinical studies, obtaining
regulatory approvals, establishing a new division within the company, and
conducting worldwide marketing, sales and service activities. In 1991, Dr.
Bastiani was appointed President, a position he held until 1995 when Syva was
acquired by Behringwerke AG, a subsidiary of Hoechst AG.

OTHER BOARD AFFILIATIONS: ABAXIS, INC.; DISCOVERX CORPORATION

ANTHONY F. HOLLER, MD, CHIEF EXECUTIVE OFFICER AND DIRECTOR

Anthony F. Holler was one of the original founders of ID Biomedical Corporation
and has been a member of the Company's Board of Directors since inception. Dr.
Holler has held a number of executive positions with the Company including
President. On March 27, 2001 Dr. Holler was appointed Chief Executive Officer.
Prior to founding ID Biomedical, Dr. Holler served as an emergency physician at
University Hospital at The University of British Columbia. He is a member of the
British Columbia College of Physicians and Surgeons.

OTHER BOARD AFFILIATIONS: N/A

DANIEL A. CARRIERE, DIRECTOR

Daniel A. Carriere was appointed to the ID Biomedical Corporation Board of
Directors in August, 1998. Mr. Carriere has been a significant shareholder in ID
Biomedical since the Company's initial public offering in 1991. He is currently
President of Carriere Financial Services Inc., a Canadian firm specializing in
growth and financial strategies for small to medium capitalized companies. Mr.
Carriere is a partner in Infinity Filmed Entertainment Group, a television and
film production company servicing the international marketplace and a partner in
eXcape Inc. a company specializing in the deployment and operation of wireless
financial point-of-sale networks.

OTHER BOARD AFFILIATIONS: EXCAPE INC., INFINITY FILM ENTERTAINMENT, BOG
PRODUCTIONS INC., BOG PRODUCTIONS (1999) INC., PRECIPIPCE PRODUCTIONS LTD.,
ZACHOR PRODUCTION LIMITED, NUTSHELL PRODUCTIONS LTD., DUTY PRODUCTIONS LTD.,
GUINEA PIG PRODUCTIONS LTD.; COMEDIC PRODUCTIONS LTD.

MICHEL GRECO, DIRECTOR

Michel Greco was appointed to the ID Biomedical Corporation Board of Directors
in October, 2002. Since 1998, he has been President and COO of Aventis Pasteur,
a world-leading vaccine manufacturer. Mr. Greco, a Supervisory Board member of
Aventis Pasteur, retired from the company at the end of 2002. Prior to becoming
President of Aventis Pasteur, from 1994 to 1998 Mr. Greco was President and
Chief Executive Officer of Pasteur Merieux MSD, a European joint venture between
Aventis Pasteur and Merck and Co. Mr. Greco has also held a number of
industry-wide responsibilities over the years, including President of the
European Vaccine Manufacturers Group, Chairman of the Biological Committee of
the International Federation of Pharmaceutical Manufacturers Associations, as
well as a member of the World Health Organization, Department of Vaccines and
Biologicals, Strategic Advisory Group of Experts. Mr. Greco holds an MBA from
the Richard Ivey School of Business Administration, University of Western
Ontario.

OTHER BOARD AFFILIATIONS: VAXGEN INC., POWDERJECT PHARMACEUTICALS PLC


                                     Page 8
<PAGE>

RICHARD H. MCCOY, DIRECTOR

Richard McCoy has been in the investment business for over 30 years and is
currently Vice Chairman, Investment Banking at TD Securities Inc., one of
Canada's largest investment firms. Prior to joining TD Securities Inc. in May
1997, Mr. McCoy was Deputy Chairman of CIBC Wood Gundy Securities.

OTHER BOARD AFFILIATIONS: ABERDEEN ASIA-PACIFIC INCOME INVESTMENT CO.,
ABERDEEN G7 TRUST; ROTHMANS INC.

TODD R. PATRICK, MBA, PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR

Todd R. Patrick is the President and Chief Operating Officer of the Company, as
well as a member of the Board of Directors. In addition, Mr. Patrick currently
serves as the acting Chief Financial Officer and is a Director of IDB's
subsidiary companies, ID Biomedical of Washington and ID Biomedical of Quebec.
Mr. Patrick has been employed by the Company since July 1, 1994 and has been a
Director since June 2000. Mr. Patrick joined the Company from the University of
California, Los Angeles (UCLA), where, as the Director of the Office of
Intellectual Property Administration, he was responsible for the patenting and
licensing of the intellectual property arising out of UCLA. Prior to
establishing UCLA's technology transfer program in 1989, Mr. Patrick served as
the Executive Director of the Washington State University (WSU) Research
Foundation.

OTHER BOARD AFFILIATIONS: CONTROL DYNAMICS,INC., WSU RESEARCH FOUNDATION BOARD
OF TRUSTEES, WASHINGTON BIOMEDICAL AND BIOTECHNOLOGY ASSOCIATION.

JON S. SAXE, DIRECTOR

Jon S. Saxe was appointed to the ID Biomedical Board of Directors in 1993. He
was President from 1995 - 1999 and is a Director of Protein Design Labs, Inc., a
biotechnology company headquartered in Fremont, California that is developing a
portfolio of therapeutic antibodies to prevent and treat serious medical
problems such as cancers, psoraisis, asthma and other inflammatory conditions.
Until 1994, Mr. Saxe was Principal of Saxe Associates consultants to venture
capital firms and biotechnology, diagnostic, and pharmaceutical companies. Mr.
Saxe is former Vice President, Licensing and Corporate Development of
Hoffmann-LaRoche Inc., where he worked for nearly 30 years (1960-1989). He held
the position of CEO and President at Synergen, Inc. from 1989 to 1993.

OTHER BOARD AFFILIATIONS: INCYTE CORPORATION, INSITE VISION , PROTEIN DESIGN
LABS, INC., QUESTCOR PHARMACEUTICAL, FIRST HORIZON PHARMACEUTICALS, INC.,
SCICLONE, INC., AND SEVERAL PRIVATE COMPANIES.

DR. BRIAN J. UNDERDOWN, PHD, DIRECTOR

Dr. Underdown, an immunologist by training, is Senior Vice-President and
Managing Director, Technology Investing at MDS Capital Corporation and
President, University Medical Discoveries Inc. Prior to joining MDS Capital
Corporation in 1997, Dr. Underdown was Assistant Vice President Research and
Director of Immunology at Pasteur Merieux Connaught, one of the world's leading
vaccine manufacturers. From 1970 to 1994, Dr. Underdown held a number of
academic positions including Professor and Associate Dean Research at the
Faculty of Medicine, University of Toronto and Professor, Department of
Pathology and Associate Dean Research at the Faculty of Health Sciences,
McMaster University.

OTHER BOARD AFFILIATIONS: UNIVERSITY MEDICAL DISCOVERIES INC., CYTOCHROMA INC.,
TRILLIUM THERAPEUTICS INC, WELLICHEM BIOTECHNOLOGIES INC., MERIX BIOSCIENCES
INC., SALPEP INC. AND CANVAC, THE CANADIAN CENTRE FOR VACCINES AND
IMMUNOTHERAPEUTICS.

IAN A. WEBB, DIRECTOR

Ian A. Webb was elected to the ID Biomedical Board of Directors in July, 1997.
Mr. Webb is a partner of the law firm of Borden Ladner Gervais LLP. His practice
focuses on corporate and securities law with an emphasis on the legal
requirements of public companies in a wide variety of industry sectors including
biotechnology, mining, and forestry. Mr. Webb obtained a Bachelor of Laws Degree
from Osgoode Hall Law School in 1981 and a Masters Degree in Theoretical Physics
from the University of Saskatchewan in 1976.

OTHER BOARD AFFILIATIONS: N/A


                                     Page 9
<PAGE>

EXECUTIVE COMPENSATION

NUMBER OF EXECUTIVE OFFICERS AND AGGREGATE COMPENSATION

There are 3 executive officers of the Company who received in excess of $100,000
in employment compensation during the most recently completed financial year.
These are the Chief Executive Officer, the President/Chief Operating Officer,
and the Chief Scientific Officer (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the total compensation of
the Named Executive Officers during the Company's twelve months ending December
31, 2002, December 31, 2001, and December 31, 2000.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION                          LONG-TERM COMPENSATION AWARDS
                            ------------------------------------------     ----------------------------------------------------
                                                                                          RESTRICTED
                                                                           SECURITIES       SHARES
                                                              OTHER           UNDER           OR
                                                             ANNUAL          OPTIONS     RESTRICTED      LTIP       ALL OTHER
       NAME AND                        SALARY     BONUS   COMPENSATION       GRANTED     SHARE UNITS    PAYOUTS    COMPENSATION
  PRINCIPAL POSITION        YEAR        ($)        ($)        ($)             (#)            ($)          ($)          ($)
------------------------    ----     ----------   -----   ------------     ----------    -----------    -------    ------------
<S>                         <C>      <C>          <C>     <C>              <C>           <C>            <C>        <C>
DR. ANTHONY F. HOLLER(1)    2002     US 280,000     -          -             300,000          -            -            -
Chief Executive Officer     2001     US 280,000     -          -             265,000          -            -            -
                            2000     245,607        -          -             535,000          -            -            -

TODD R. PATRICK(2)          2002     US 280,000     -          -             325,000          -            -            -
President and Chief         2001     US 280,000     -          -             275,000          -            -            -
Operating Officer           2000     US 203,542     -     257,888(3)         500,000          -            -            -

DR. GEORGE W. LOWELL        2002     300,000        -           -               -             -            -            -
Chief Scientific Officer    2001     189,863(4)     -           -            247,800          -            -            -
</TABLE>

-----------
(1)  Dr. Anthony F. Holler was appointed CEO of the Company effective March 28,
     2001. Dr. Holler's salary is reported in US dollars for 2002 and 2001 and
     Canadian dollars for 2000.

(2)  Todd R. Patrick was appointed President of the Company effective March 28,
     2001. Mr. Patrick's salary is reported in US dollars.

(3)  Other Compensation represents value given to Todd R. Patrick from issuance
     of shares previously granted in the Company's subsidiary.

(4)  Dr. Lowell was appointed as the Chief Scientific Officer of the Company in
     May 2001 therefore, the 2001 salary stated is for 8 months from May 2001 to
     December 2001. Dr. Lowell's salary is reported in Canadian dollars.


                                     Page 10
<PAGE>

OPTIONS GRANTED DURING THE FINANCIAL YEAR ENDED DECEMBER 31, 2002

The following table provides information related to the grants of options to
purchase Shares to the Named Executive Officers during the financial year ended
December 31, 2002.

<TABLE>
<CAPTION>
                                                                                  MARKET VALUE OF
                                 SECURITIES                                          SECURITIES
                                    UNDER         % OF TOTAL                         UNDERLYING
                                   OPTIONS      OPTIONS GRANTED    EXERCISE OR     OPTIONS ON THE
                                   GRANTED      TO EMPLOYEES IN     BASE PRICE     DATE OF GRANT
        NAME                         (#)        FINANCIAL YEAR     ($/SECURITY)     ($/SECURITY)      EXPIRATION DATE
---------------------            ----------     ---------------    ------------   ---------------     ------------------
<S>                              <C>            <C>                <C>            <C>                 <C>
DR. ANTHONY F. HOLLER              300,000            30%              9.40             9.40           December 10, 2007

TODD R. PATRICK                     25,000           2.5%              6.90             6.90            November 6, 2007
                                   300,000            30%              9.40             9.40           December 10, 2007
</TABLE>

AGGREGATED OPTION EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR
AND FINANCIAL YEAR-END OPTION VALUES

The following table sets forth information concerning the exercise of options
during the 12 month period ended December 31, 2002 and the value at December 31,
2002 of unexercised in-the-money options held by the Named Executive Officers.
No Stock Appreciation Rights are outstanding.

<TABLE>
<CAPTION>
                                                                                             VALUE OF UNEXERCISED
                                                                                             IN-THE-MONEY OPTIONS
                                SECURITIES                        UNEXERCISED OPTIONS AT         AT FINANCIAL
                                ACQUIRED ON                       FINANCIAL YEAR-END (#)         YEAR-END ($)
                                 EXERCISE      AGGREGATE VALUE        EXERCISABLE/               EXERCISABLE/
        NAME                        (#)          REALIZED ($)        UNEXERCISABLE               UNEXERCISABLE
---------------------           ----------     ---------------    ----------------------     ---------------------
<S>                             <C>            <C>                <C>                        <C>
DR. ANTHONY F. HOLLER             300,000         1,518,000           209,900/590,100        $1,143,404/$1,604,596
TODD R. PATRICK                   325,000         1,668,250           181,500/618,500          $995,115/$1,705,385

DR. GEORGE LOWELL                    -                -                181,140/66,660            $998,081/$367,297
</TABLE>

REPORT OF EXECUTIVE COMPENSATION

COMPOSITION OF THE COMPENSATION COMMITTEE

For the year ended December 31, 2002, the Compensation Committee was comprised
of Daniel A. Carriere, Richard H. McCoy and Jon S. Saxe. (See "Election of
Directors" for a description of the relationship each member has to the
Company). None of the members of the Compensation Committee is or has been an
executive officer or employee of the Company nor do any members have any
indebtedness to the Company or any of its subsidiaries, nor have they any
material interest, or any actual or proposed transaction in the last financial
year which has materially affected or would materially affect the Company.

REPORT OF EXECUTIVE COMPENSATION

It is the mandate of the Compensation Committee to review and recommend
compensation policies and programs for the Company as well as salary and benefit
levels for its executives. The Committee makes recommendations to the Board of
Directors which gives final approval on compensation matters.


                                     Page 11
<PAGE>

The compensation of the Company's executive officers is determined by the Board
of Directors upon recommendations made by the Compensation Committee. The
Compensation Committee met once formally and had several other discussions
during the last financial year. The Company's executive compensation program
consists of a base salary and a longer term component consisting of stock
options.

The objective of the Compensation Committee is to provide a compensation package
that is competitive, will attract and retain qualified executives and will
encourage performance by executives to enhance the growth and underlying
shareholder value of the Company.

The Compensation Committee positions its executive compensation (including
salaries) at or above the median of the range of compensation levels for
comparative companies. The comparative companies are North American
biotechnology and pharmaceutical companies at a similar stage of development and
market capitalization.

The salary structure reflects competitive practices in the marketplace in which
the Company competes to attract and retain qualified executives.

BASE SALARY

On the recommendation of the Chief Executive Officer and President, the Board of
Directors approves ranges for base salaries for employees at all levels of the
Company based on reviews of market salary data from peer groups, industry and
national surveys provided by independent organizations and consultants. The
level of base salary for each employee within a specified range is determined by
assessing the level of responsibility and impact on decision-making at the
Company. It is also impacted by the education and past experience of the
employee. The level of past performance by the employee (determined by reference
to corporate and individual objectives set at the beginning of each calendar
year) will also affect base salary.

The Chairperson of the Compensation Committee prepares recommendations for the
Compensation Committee with respect to the base salary to be paid to the Chief
Executive Officer and to the President. The Compensation Committee's
recommendations for base salaries for the Chief Executive Officer and the
President are then submitted for approval by the Board of Directors of the
Company.

STOCK OPTIONS

The second element in the total compensation plan is the Stock Option Plan.
Grants of stock options are made to executive officers, employees and directors
on the basis of the number of options currently held, position, overall
individual performance, anticipated contribution to the Company's future success
and the individual's ability to impact corporate and business performance.

Options are granted to senior management on commencement of employment. Future
grants of options are considered on an annual basis.

The objectives of providing equity-based incentives to executives are:

1.   to maintain a strong focus on future creation of shareholder value;

2.   to provide alignment between the interests of the senior management team
     and those of the shareholders;

3.   to provide long term incentive to the senior management team whose actions
     have a direct and identifiable impact on corporate results;


                                     Page 12
<PAGE>

4.   to ensure long term commitment of senior management to the Company; and,

5.   attracting, retaining and motivating the executive officers, directors and
     employees of the Company and to closely align the personal interests of
     such persons to the interests of the Shareholders.


                                     Page 13
<PAGE>

CHIEF EXECUTIVE OFFICER COMPENSATION

The compensation of the Chief Executive Officer ("CEO") consists of an annual
base salary and stock options determined in the manner described in the above
discussion of compensation for all executive officers and positions the CEO
within a range based on the CEO's experience and/or performance within the
Company and the biotechnology and pharmaceutical industry in North America.

The above report is submitted on behalf of the Compensation Committee.

                               DANIEL A. CARRIERE
                               RICHARD H. MCCOY
                               JON S. SAXE

COMPENSATION OF DIRECTORS

Directors may receive compensation in the form of incentive stock options for
serving as directors of the Company at the discretion of the Compensation
Committee. In the most recently completed financial year, directors were granted
stock options as follows:

<TABLE>
<CAPTION>
                              NUMBER OF SHARES
       NAME                     UNDER OPTION         EXERCISE PRICE     DATE OF GRANT          EXPIRY DATE
-------------------           ----------------       --------------     ------------------     ------------------
<S>                           <C>                    <C>                <C>                    <C>
BRIAN  J. UNDERDOWN                75,000                 6.95          September 16, 2002     September 16, 2007

JON S. SAXE                        40,000                 6.95          September 16, 2002     September 16, 2007

RICHARD BASTIANI                   50,000                 6.00          October 28, 2002       October 28, 2007

RICHARD H.  MCCOY                  75,000                 6.95          September 16, 2002     September 16, 2007

MICHEL GRECO                       75,000                 5.84          October 24, 2002       October 24, 2007
</TABLE>

The compensation arrangements for the Board of Directors reflect the structures
proposed by the corporate governance guidelines of The Toronto Stock Exchange.
The Company has deemed it to be in its best interest to enter into Director
Compensation Agreements with each of its non-management directors, namely, Dr.
Richard Bastiani, Daniel A. Carriere, Michel Greco, Richard H. McCoy, Jon S.
Saxe, Dr. Brian J. Underdown and Ian A. Webb. Under the agreements, each
non-management director will receive $12,000 per year, paid in quarterly
installments of $3,000, incentive stock options as determined appropriate by the
Compensation Committee of the Company, meeting fees of $750 for each meeting
attended and an additional fee of $750 per meeting attended by a director
outside of the directors area of residence and reimbursement of all reasonable
business expenses incurred in connection with attending to Board matters.

For the year ended December 31, 2002, the non-management directors of the
Company were paid $108,750 for their service on the Board of Directors.
Non-management directors of the Company were issued a total of 315,000 stock
options in the year ended December 31, 2002.

The Company has also instituted a Directors' Fee Payment Plan (the "Plan").
Under the terms of the Plan, each director is permitted to elect to receive his
or her director's fees in either cash or common shares. The common shares can be
issued only to a director or his or her personal holding company and are to be
issued at market price at the time of issuance. The total number of common
shares issued pursuant to the Plan is fixed by shareholders from time to time.

In addition, the total number of common shares issued in any one year to
insiders of the Company under the Plan and the Stock Option Plan combined cannot
exceed 10% of the outstanding common shares, and no one individual may receive
more than 5% of the outstanding common shares under these two plans in any one
year.


                                     Page 14
<PAGE>

For the year ended December 31, 2002, five non-management directors of the
Company received their payment in shares totaling 11,205 shares. Two
non-management directors elected to receive their compensation in cash.

DIRECTORS AND OFFICERS INSURANCE

The Company maintains insurance for its directors and officers against certain
liabilities incurred by them in their capacity as directors or officers of the
Company or its subsidiaries in the aggregate amount of $5,000,000 million. The
policy governing such insurance is subject to standard exclusions and
limitations. During the fiscal year ended December 31, 2002, the amount of
premiums paid in respect of such insurance was $147,069.

PERFORMANCE GRAPH

The following graph compares cumulative total shareholder return on $100
invested in Shares on December 31, 1996 with the cumulative total return of the
S&P/TSX Composite Index over the same period, in each case assuming the
re-investment of dividends.

[GRAPHIC]

<TABLE>
<CAPTION>
                   31-DEC-97     31-DEC-98      31-DEC-99     31-DEC-00      31-DEC-01     31-DEC-02
                   ---------     ---------      ---------     ---------      ---------     ---------
<S>                <C>           <C>            <C>           <C>            <C>           <C>
IDB                   100          93.03         100.72         206.28        199.43         247.23

S&P/TSX               100          96.81         125.59         133.35        114.76          98.73
</TABLE>

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

As at December 31, 2002, and for the 12 months prior to that date, none of the
directors, officers, or senior officers of the Company, the management nominees
for election as a director of the Company, or any associates or affiliates of
the foregoing were indebted to the Company.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

No insider of the Company, no proposed nominee for election as a director of the
Company and no associate or affiliate of any of the foregoing, has any material
interest, direct or indirect, in any transaction since the commencement of the
Company's last financial year or in any proposed transaction, which, in either
case, has materially affected or will materially affect the Company other than
as disclosed herein or in previous Information Circulars.

MANAGEMENT CONTRACTS

There are no management functions of the Company which are, to any substantive
degree, performed by persons other than the directors or senior officers of the
Company.


                                     Page 15
<PAGE>

CORPORATE GOVERNANCE

The Board of Directors of the Company believes that a clearly defined system of
corporate governance is essential to the effective and efficient operation of
the Company. The system of corporate governance should reflect the Company's
particular circumstance, having always as its ultimate objective the best
long-term interests of the Company and the enhancement of value for all
shareholders.

As a company listed on the Toronto Stock Exchange (the "TSX"), the Company is
subject to the guidelines for effective corporate governance which have been
published by the TSX. With two minor exceptions, the Company believes it follows
all current TSX guidelines. A detailed description of how the Company's policies
and practices compare to the TSX guidelines is attached as Schedule A to this
circular.

In addition, the Company is aware that the TSX has proposed certain changes
to its corporate governance guidelines. Although these changes are not yet in
effect, the Company believes its current corporate governance practices would
fully satisfy all the proposed changes to the guidelines if they were
implemented. In addition, Schedule B to this circular sets out the Company's
compliance with a number of other governance regimes, including relevant
portions of the United States SARBANES-OXLEY ACT OF 2002 ("SOX") and the
rules of the NASDAQ National Market relating to corporate governance.

The Company is committed to establishing good corporate governance processes and
procedures. During 2002, the Board of Directors continued to further its
commitment to corporate governance through reviewing existing processes and,
where appropriate, developing new ones, and will continue to ensure an effective
process and structure for the management of the Company at all levels.

MANDATE OF THE BOARD

The Board of Directors has adopted a written mandate that defines its
stewardship responsibilities. The Board's principal responsibilities are:

o    to supervise and evaluate management;
o    to oversee the conduct of the business;
o    to set policies appropriate for the business and to approve corporate
     strategies and goals.

The mandate and responsibilities of the Board are to be carried out in a manner
consistent with the fundamental objective of protecting the value of the Company
against erosion and providing ongoing benefit to the shareholders.

Prior to the end of each fiscal year, the Board of Directors reviews and
approves an operating and capital budget for the ensuing fiscal year. Management
is authorized by the Board of Directors to incur capital expenditures
specifically provided for in the budget, subject to certain limitations.

Management is expected to perform the day-to-day activities of running the
affairs of the Company, achieving the corporate strategies and goals approved by
the Board of Directors and responding to shareholder concerns and enquiries.

The Board of Directors meets a minimum of four times a year and at each meeting
reviews with management operational, financial and strategic planning issues.
The frequency of meetings, as well as the nature of items discussed, depend upon
the state of the Company's affairs and the opportunities or risks which the
Company faces. The Board met four times in 2002.

COMPOSITION OF THE BOARD

The TSX guidelines recommend that a board of directors be constituted with a
majority of individuals who qualify as "unrelated directors". The TSX guidelines
define an unrelated director as a director who is independent of management and
is free from any interest and any business or other relationship which could, or
could reasonably be perceived to, materially interfere with the director's
ability to act with a view to the best interests of the corporation, other than
interests and relationships arising from shareholding. The TSX guidelines also
recommend that in circumstances where a corporation has a "significant
shareholder" (that is, a shareholder with the ability to


                                     Page 16
<PAGE>

exercise the majority of the votes for the election of the directors attached to
the outstanding shares of the corporation) the board of directors should include
a number of directors who do not have interests in or relationships with either
the corporation or the significant shareholder and should fairly reflect the
investment in the corporation by shareholders other than the significant
shareholder. The Company does not have a significant shareholder under the terms
defined by the TSX.


                                     Page 17
<PAGE>

A majority of the members of the Board are unrelated directors who are
independent of management and are free from any interest or business
relationship that could, or could be perceived to, materially interfere with
their ability to act in the best interest of the Company. In addition the
Chairman of the Board, Dr. Richard Bastiani, is an unrelated director who is
also independent of management.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has an Audit Committee, a Compensation Committee, an Option
Committee and a Corporate Governance Committee. The following tables describe
the members of each committee and whether such members are related or members of
management.

                                 AUDIT COMMITTEE

<TABLE>
<CAPTION>
MEMBER                              UNRELATED/RELATED            MANAGEMENT/NON-MANAGEMENT
------------------------------      -----------------            -------------------------
<S>                                 <C>                          <C>
Richard H. McCoy
(Chairman/Financial Expert(1))      Unrelated                    Non-Management

Dr. Richard Bastiani                Unrelated                    Non-Management
Michel Greco                        Unrelated                    Non-Management
Jon S. Saxe                         Unrelated                    Non-Management
Brian J. Underdown                  Unrelated                    Non-Management
Daniel A. Carriere                  Unrelated                    Non-Management
</TABLE>

(1)  Financial expert under the definition of Audit Committee Financial Expert
     as determined by the Board of Directors

The Audit Committee provides assistance to the Board of Directors in fulfilling
its oversight responsibility to the shareholders, potential shareholders, the
investment community and others with respect to the Corporation's: (a) financial
statements; (b) financial reporting process; (c) systems of internal accounting
and financial controls; (d) external auditors' reports; and (e) risk
identification, assessment and management program. It is the responsibility of
the Committee to maintain an open avenue of communication between itself, the
external auditors and the management of the Corporation. In performing its role,
the Committee is empowered to investigate any matter brought to its attention,
with full access to all books, records, facilities and personnel of the
Corporation. It is also empowered to instruct and retain outside counsel or
other experts as required. The Committee met four times in fiscal 2002.

                             COMPENSATION COMMITTEE

<TABLE>
<CAPTION>
MEMBER                              UNRELATED/RELATED            MANAGEMENT/NON-MANAGEMENT
------------------------------      -----------------            -------------------------
<S>                                 <C>                          <C>
Daniel A. Carriere (Chairman)       Unrelated                    Non-Management

Richard H.  McCoy                   Unrelated                    Non-Management
Jon S. Saxe                         Unrelated                    Non-Management
</TABLE>

The Compensation Committee consults generally with, and makes recommendations
to, the Board of Directors on, matters concerning executive compensation,
including individual salary rates, and other supplemental compensation. The
Committee met three times in fiscal 2002.


                                     Page 18
<PAGE>

                                OPTION COMMITTEE

<Table>
<Caption>
MEMBER                              UNRELATED/RELATED            MANAGEMENT/NON-MANAGEMENT
------------------------------      -----------------            -------------------------
<S>                                 <C>                          <C>
Anthony F. Holler                   Related                      Management
</TABLE>

The Option Committee consists solely of the Chief Executive Officer of the
Company. The Board has delegated to the Option Committee the responsibility for
issuing options from time to time to certain employees of the Company provided
that the Option Committee may only authorize the issuance of options to acquire
a maximum of 200,000 Common Shares of the Company unless the Board subsequently
authorizes further grants or options by the Option Committee. Individual option
grants shall not exceed the Board approved option ranges per optionee. The
Option Committee must grant options in accordance with the Company's Stock
Option Plan. All grants made by the Option Committee are then ratified at the
next Board of Director meeting. In addition, there are further restrictions on
the ability of the Option Committee to issue options which include a prohibition
on the Option Committee issuing options to any of its own members.

                         CORPORATE GOVERNANCE COMMITTEE

<TABLE>
<CAPTION>
MEMBER                              UNRELATED/RELATED            MANAGEMENT/NON-MANAGEMENT
------------------------------      -----------------            -------------------------
<S>                                 <C>                          <C>
Ian A. Webb (Chairman)              Related                      Non-Management

Dr. Richard Bastiani                Unrelated                    Non-Management
Dr. Brian J. Underdown              Unrelated                    Non-Management
</TABLE>

The Corporate Governance Committee's mandate is to undertake activities as
needed to assist the Board of Directors in providing efficient and effective
corporate governance for the benefit of shareholders. The Committee's
responsibilities include overseeing the effective functioning of the Board of
Directors, reviewing the relationship between management and the Board of
Directors, ensuring that the Board of Directors can function independently of
management and reviewing the size and composition of the Board on a periodic
basis. The Committee, together with management, monitors corporate governance
initiatives. The Committee met formally once in fiscal 2002.

ADDITIONAL INFORMATION

Upon request by any person, the Secretary of the Company shall provide the
following:

(a)  one copy of the Company's most recent annual information form ("AIF"),
     together with one copy of any document, or the pertinent pages of any
     document, incorporated by reference in the AIF;

(b)  one copy of the Company's comparative financial statements for its most
     recently completed financial year together with the accompanying report of
     the auditor and one copy of any interim financial statements of the Company
     subsequent to the financial statements for its most recently completed
     financial year; and

(c)  one copy of the Company's information circular in respect of its most
     recent annual meeting of shareholders that involved the election of
     directors or one copy of any annual filing prepared in lieu of that
     information circular, as appropriate,


                                     Page 19
<PAGE>

provided the Company may require the payment of a reasonable charge if the
request is made by a person who is not a security holder of the Company.

APPROVAL OF CIRCULAR

The contents and the sending of this circular have been approved by the
directors.

Dated as of April 22, 2003.


                                        BY ORDER OF THE BOARD

                                        (signed) ANTHONY F. HOLLER
                                                 Chief Executive Officer


                                     Page 20
<PAGE>

                                   SCHEDULE A

                       TSX CORPORATE GOVERNANCE GUIDELINES
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
TSE CORPORATE GOVERNANCE COMMITTEE GUIDELINES             DOES THE      COMMENTS
                                                          COMPANY
                                                           ALIGN?
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>
1.   BOARD OF DIRECTORS OF DIRECTORS SHOULD
     EXPLICITLY ASSUME RESPONSIBILITY FOR THE
     STEWARDSHIP OF THE COMPANY AND MORE
     SPECIFICALLY FOR:

     a)   adoption of a strategic planning process           Yes        Every three years, a multi-year strategic plan is
          and approval of a strategic plan which takes                  prepared by management and submitted to the Board
          into account, among other things, the                         of Directors for discussion and approval. The plan
          opportunities and risks of the business;                      is monitored periodically by comparing results with the
                                                                        strategies adopted. If appropriate, strategies are
                                                                        re-evaluated and adjusted. In addition, prior to the end
                                                                        of each fiscal year, the Board of Directors reviews and
                                                                        approves an operating and capital budget for the ensuing
                                                                        fiscal year. Management is authorized by the Board of
                                                                        Directors to incur capital expenditures specifically
                                                                        provided for in the budget, subject to certain
                                                                        limitations.

     b)   the identification of the principal risks          Yes        The Board of Directors ensures, particularly through its
          of the Company's business and ensuring                        Audit Committee, that management identifies the risks to
          the implementation of appropriate systems                     which the Company is exposed and takes the necessary steps
          to manage these risks;                                        to manage or transfer such risks if they cannot be
                                                                        eliminated. The Company's Auditors, in conjunction with
                                                                        the annual audit, review management systems of internal
                                                                        controls.

     c)   succession planning, including appointing,         Yes        The Board of Directors has the prime responsibility for
          training and monitoring senior management;                    evaluating candidates for the position of Chief Executive
                                                                        Officer and the President. Senior management regularly
                                                                        attend meetings of the Board of Directors. The
                                                                        Compensation Committee's responsibility includes
                                                                        monitoring the performance and development of the
                                                                        incumbents and ensuring their succession is planned.

     d)   a communications policy;                           Yes        The Board of Directors ensures that the Company has
                                                                        effective communication with its Shareholders and the
                                                                        public. The Company is responsible for the timely
                                                                        disclosure of material information as required by various
                                                                        Commissions and Exchanges. The Company has specific people
                                                                        responsible for Corporate Communications and Investor
                                                                        Relations activities.

     e)   the integrity of the Company's internal            Yes        The Board of Directors and the Audit Committee regularly
          control and management information systems.                   review the adequacy of the Company's internal controls.
                                                                        Internal controls and management of information are
                                                                        regularly upgraded as is required for the Company's
                                                                        continuing and growing operations. The Audit Committee
                                                                        discusses the adequacy of internal controls with the
                                                                        Company's auditors on a quarterly basis.

===================================================================================================================================

2.   BOARD INDEPENDENCE

The Board of Directors of directors should be                Yes        The Board of Directors currently consists of nine
constituted with a majority of individuals who                          directors. Six directors are independent of management and
qualify as unrelated directors.                                         are free from any business or other relationship which
                                                                        could or could be perceived to materially interfere with
                                                                        their ability to act in the best interest of the Company.
                                                                        Three of the nine directors are not independent.

                                                                        The Chairman of the Board of Directors, Dr. Richard
                                                                        Bastiani, is an unrelated director who is independent of
                                                                        management.


If the Company has a significant shareholder, in                        The Company does not have a significant shareholder.
addition to a majority of unrelated directors, the
Board of Directors should include a number of
directors who do not have interests in or relationships
with either the Company or the significant shareholder
and which fairly reflects the investment in the Company
other than the significant shareholder.


-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     Page 21
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
TSE CORPORATE GOVERNANCE COMMITTEE GUIDELINES             DOES THE      COMMENTS
                                                          COMPANY
                                                           ALIGN?
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>
3.   DISCLOSE FOR EACH DIRECTOR WHETHER HE OR SHE            Yes        Dr. Anthony Holler - related - CEO
     IS RELATED, AND HOW THAT CONCLUSION WAS REACHED                    Todd Patrick - related - President
                                                                        Ian A. Webb - related - Partner in the Company's
                                                                           legal counsel

                                                                        For the remainder of the directors, none of them or their
                                                                        associates has: worked for the Company; material contracts
                                                                        with the Company; or received remuneration from the
                                                                        Company other than director's fees and stock options.

                                                                        Dr. Richard Bastiani - unrelated
                                                                        Daniel A. Carriere - unrelated
                                                                        Richard H. McCoy - unrelated
                                                                        Michel Greco - unrelated
                                                                        Jon S. Saxe - unrelated
                                                                        Brian J. Underdown - unrelated

===================================================================================================================================

4.   NOMINATING DIRECTORS

The Board of Directors should appoint a committee of      Partially     The full Board of Directors identifies and approves new
directors composed exclusively of outside directors,                    nominees to the Board of Directors. The Board of Directors
a majority of whom are unrelated directors, with the                    believes that knowledge of industry participants and
responsibility for proposing to the full Board new                      advisors resides in all members of the Board of Directors
nominees to the Board of Directors and for assessing                    and believes that use of the full Board of Directors
directors on an ongoing basis.                                          ensures the identification of the most appropriate
                                                                        candidates. The Corporate Governance Committee has the
                                                                        mandate to assess directors on an ongoing basis.

===================================================================================================================================

5.   ASSESSING BOARD EFFECTIVENESS

Every Board of Directors should implement a process to       Yes        The Corporate Governance Committee has the mandate to
be carried out by the nominating committee or other                     assess the effectiveness of the Board of Directors in
appropriate committee for assessing the effectiveness                   fulfilling its responsibilities.
of the Board of Directors as a whole, the committees
of the Board of Directors and the contribution of
individual directors.

===================================================================================================================================

6.   ORIENTATION OF NEW MEMBERS

Every Company, as an integral element of the process         Yes        Every new director is provided with an information package
for appointing new directors, should provide an                         that includes a description of the Company and its
orientation and education program for new recruits to                   policy's and procedures as well as a copy of the mandate
the board.                                                              of the Board of Directors and its committees. Every new
                                                                        director is invited to meet with each senior executive in
                                                                        order to acquire an understanding of each sector of
                                                                        activity and to get to know the executives.

===================================================================================================================================

7.   BOARD SIZE

Every Board of Directors should examine its size and         Yes        The Corporate Governance Committee is responsible for
undertake where appropriate, a program to establish                     reviewing the size and composition of the Board of
a board size which facilitates effective decision                       Directors on a regular basis. At present the Board of
making.                                                                 Directors is comprised of nine board members, six of which
                                                                        are independent.

===================================================================================================================================

8.   DIRECTOR COMPENSATION

The Board of Directors should review the adequacy and        Yes        The Corporate Governance Committee is responsible for
form of the compensation of directors and ensure the                    reviewing director compensation and makes recommendations
compensation realistically reflects the                                 to the Board of Director in this regard. The Company has a
responsibilities and risk involved in being a director.                 Directors Fee Payment Plan whereby directors
                                                                        may elect to receive their fees in shares or cash. In
                                                                        2002, five out of the seven non-management directors
                                                                        received their fees in shares. Management members of the
                                                                        Board of Directors are not compensated as directors.

-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     Page 22
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
TSE CORPORATE GOVERNANCE COMMITTEE GUIDELINES             DOES THE      COMMENTS
                                                          COMPANY
                                                           ALIGN?
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>           <C>

9.   BOARD COMMITTEES

Committees of the Board of Directors should generally        Yes        The Board of Directors has four committees. The Committees
be composed of outside directors, a majority of whom       (except      are an Audit Committee, a Compensation Committee, an Option
are unrelated directors, although some board committees     Option      Committee and a Corporate Governance Committee.
may include one or more inside directors.                 Committee)
                                                                        Audit Committee - six directors, all
                                                                        unrelated/non-management.

                                                                        Compensation Committee - three directors, all unrelated/
                                                                        non-management.

                                                                        Corporate Governance Committee - three directors, one
                                                                        related, two unrelated, all non-management.

                                                                        Option Committee - one director, related and a member
                                                                        of management.

===================================================================================================================================

10.  GOVERNANCE COMMITTEE

Every Board of Directors should expressly assume             Yes        The Corporate Governance Committee assesses the
responsibility for, or assign to a committee of directors               Company's approach to corporate governance activities
the general responsibility for, developing the Company's                and policies and where appropriate, undertakes those
approach to governance issues. This committee would, among              initiatives as are necessary to maintain a high standard
other things, be responsible for the Company's response                 of corporate governance practices. The Committee
to these governance guidelines.                                         continually monitors and implements the changing
                                                                        requirements of both Canadian and US securities
                                                                        laws.

===================================================================================================================================

11.  BOARD AND CEO POSITION DESCRIPTIONS

The Board of Directors, together with the CEO, should
develop position descriptions for the Board of Directors
and for the CEO's, involving the definition of the limits
to management's responsibilities.

     a)   the Board of Directors                             Yes        The Board of Directors mandate is to supervise the
                                                                        executive management of and to oversee the conduct of the
                                                                        business of the Company; provide leadership and direction
                                                                        to management; evaluate management; set policies
                                                                        appropriate for the business of the Company; and approve
                                                                        corporate strategies and goals.

     b)   the Chief Executive Officer                        Yes        The duties and responsibilities of the Chief Executive
                                                                        Officer are to manage, and administer the day to day
                                                                        operation of the Company with the following specific
                                                                        duties and responsibilities: to report to the Board of
                                                                        Directors and act as a liaison between management and the
                                                                        Board of Directors; to evaluate management operations and
                                                                        report to the Board of Directors on results; to conduct
                                                                        ongoing strategic planning and establish long term goals
                                                                        for the Company; to assist the Board of Directors with
                                                                        policy development; to train, develop and assess the
                                                                        performance of senior management. The Chief Executive
                                                                        Officer is responsible for meeting the corporate
                                                                        objectives of the Company as are periodically developed by
                                                                        the Board of Directors in consultation with management.

                                                             Yes        The Board of Directors regularly reviews and approves the
     c)   Board of Directors should approve the Chief                   Company's strategic plan including the Chief Executive
          Executive Officer's corporate objectives
                                                                        Officer's corporate objectives.

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     Page 23
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TSE CORPORATE GOVERNANCE COMMITTEE GUIDELINES             DOES THE      COMMENTS
                                                          COMPANY
                                                           ALIGN?
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<S>                                                       <C>           <C>

12.  BOARD INDEPENDENCE

Every Board of Directors should implement structures         Yes        Board independence is ensured by the fact that six out of
and procedures which ensure that the Board of Directors                 nine individuals are outside, unrelated directors.
can function independently of management.
                                                                        The Board of Directors is chaired by an outside director.
                                                                        The Chairman ensures that the Board of Directors can
                                                                        function independently of management and that the
                                                                        necessary resources and procedures are available or in
                                                                        place to support its responsibilities and that the
                                                                        appropriate functions are delegated to the relevant
                                                                        committees.

                                                                        Outside directors regularly hold closed-door sessions.

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13.  AUDIT COMMITTEE

The Audit Committee of every Board of Directors of           Yes        The Audit Committee consists of five outside members of
directors should be composed only of outside directors.                 the Board of Directors, all of which are unrelated.

     o    All of the members of the Audit Committee          Yes        All members of the Audit Committee are financially
          should be financially literate.                               literate.

     o    at least one member should have accounting or      Yes        The Board of Directors consider the Chairman of the Audit
          related financial expertise. Each board shall                 Committee a financial expert.
          determine the definition of and criteria for
          "financial literacy" and "accounting or related
          financial expertise".

     o    The Board of Directors should adopt a charter      Yes        The Audit Committee is mandated to: consider and review
          for the audit committee which sets out the                    audit functions and the financial statements; engage
          roles and responsibilities of the audit                       internal auditors and corporate auditors; review
          committee which should be specifically                        matters that may have a material impact on financial
          defined so as to provide appropriate guidance                 statements, compliance policies, and reports
          to audit committee members as to their duties.                prepared to manage and monitor compliance policies;
                                                                        and meet with the auditors independently of management.

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14.  OUTSIDE DIRECTORS

The board of directors should implement a system which       Yes        Should a director wish to engage an outside consultant at
enables an individual director to engage an outside                     the Company's expense, they may do so with the prior
advisor at the expense of the Company in appropriate                    approval of the Corporate Governance Committee.
circumstances. The engagement of the outside advisor
should be subject to the approval of an appropriate
committee of the board.

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                                   SCHEDULE B

        OTHER RECOMMENDATIONS OR RULES RELATING TO CORPORATE GOVERNANCE

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<S>                                                          <C>        <C>
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CEO AND CFO CERTIFICATION OF FILINGS                         Yes        The Company certifies its quarterly unaudited financial
                                                                        reports and its audited annual financial reports. By
                                                                        certifying, the Company acknowledges the information
                                                                        contained in the report fairly presents, in all material
                                                                        respects, the company's financial condition and results of
                                                                        operation and there are no material misrepresentations or
                                                                        omissions.

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PROHIBITION ON PERSONAL LOANS                                Yes        At the Company's 2002 AGM, the shareholders approved loans
                                                                        to full time employees of the Company solely to permit
                                                                        such employees to exercise options granted and the
                                                                        Company's Stock Option Plan. In 2002, the Sarbanes-Oxley
                                                                        Act implemented a rule prohibiting companies from making
                                                                        or arranging personal loans to their directors and
                                                                        executive officers. The Company has a prohibition on
                                                                        personal loans and there are no loans outstanding as at
                                                                        December 31, 2002.

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CODE OF ETHICS                                               Yes        In 2003 the Company adopted a Code of Business Conduct and
                                                                        Ethics for all directors and employees which have been
                                                                        posted to the Company's website.

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AUDITOR INDEPENDENCE                                         Yes        The Audit Committee reviews the auditors' independence and
                                                                        submits to the Board of Directors its recommendations for
                                                                        the appointment of auditors.

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REQUIRED DISCLOSURE WHEN NON-GAAP MEASURES ARE PRESENTED     Yes        If non-GAAP financial measures are presented they will
                                                                        include a presentation of the most directly comparable
                                                                        GAAP financial measure and a reconciliation of the
                                                                        disclosed non-GAAP financial measure to the most directly
                                                                        comparable GAAP financial measure.

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OFF-BALANCE SHEET ARRANGEMENTS                               Yes        The Company does not have any off-balance sheet
                                                                        arrangements.

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WHISTLEBLOWER PROTECTION                                     Yes        The Company (and its officers, employees, contractors,
                                                                        subcontractors and agents) are strictly prohibited from
                                                                        taking any retaliatory action against an employee for
                                                                        commencing or participating in a legal proceeding based
                                                                        on, or providing information or assistance to supervisors,
                                                                        federal or other governmental agencies or Congress with
                                                                        respect to an investigation of, conduct the employee
                                                                        reasonably believes violated U.S. or Canadian securities
                                                                        or antifraud laws.

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