CHANGE, EVENT OR OCCURRENCE CAUSED BY THE OFFEROR, THAT WOULD RENDER IT
IMPOSSIBLE OR SUBSTANTIALLY UNLIKELY FOR ONE OR MORE OF THE CONDITIONS OF THE
OFFER AS SET OUT IN SCHEDULE A HERETO TO BE SATISFIED;
(G)
THE OFFEROR SHALL HAVE RECEIVED FROM ALL
APPLICABLE SECURITIES AUTHORITIES OR OTHER REGULATORY AUTHORITIES ALL SUCH
WAIVERS, RULINGS OR ORDERS NECESSARY FOR THE MAKING OF THE OFFER;
(H)
THE COMPANY SHALL HAVE EITHER (I)
REDEEMED
THE RIGHTS OR OTHERWISE TERMINATED THE RIGHTS PLAN WITH EFFECT NO EARLIER THAN
THE EXPIRY DATE, OR (II)
DEFERRED THE SEPARATION OF THE RIGHTS UNDER THE RIGHTS
PLAN AND WAIVED OR SUSPENDED THE OPERATION OF OR OTHERWISE RENDERED THE RIGHTS
PLAN INOPERATIVE IN RESPECT OF THE OFFER WITH EFFECT IMMEDIATELY PRIOR TO THE
EXPIRY DATE;
(I)
THE COMPANY SHALL NOT HAVE (I) DEFERRED
THE SEPARATION OF THE RIGHTS UNDER THE RIGHTS PLAN FOR THE BENEFIT OR IN RESPECT
OF ANY PERSON OTHER THAN THE OFFEROR OR GENZYME CORPORATION AND ITS AFFILIATES,
OR (II) WAIVED OR SUSPENDED THE OPERATION OF OR OTHERWISE RENDERED THE RIGHTS
PLAN INOPERATIVE IN RESPECT OF ANY ALTERNATIVE TRANSACTION OTHER THAN THE
TAKE-OVER BID FOR THE COMPANY COMMENCED BY GENZYME CORPORATION OR ITS AFFILIATE
ON SEPTEMBER 1, 2006;
(J)
THE BOARD OF DIRECTORS SHALL NOT HAVE
WITHDRAWN, CHANGED, MODIFIED OR QUALIFIED ITS DETERMINATIONS AND RESOLUTIONS
REFERRED TO IN SECTION 2.3(B) IN A MANNER ADVERSE TO THE OFFEROR, AND THE BOARD
OF DIRECTORS SHALL HAVE PREPARED AND APPROVED IN FINAL FORM, AUTHORIZED FOR
PRINTING AND DISTRIBUTION TO SHAREHOLDERS AND DELIVERED TO THE OFFEROR FOR
MAILING WITH THE BID CIRCULAR, FOLLOWING THE FILING OF THE SCHEDULE TO AND
SCHEDULE 14D-9 PURSUANT TO THE EXCHANGE ACT, A DIRECTORS' CIRCULAR (SUCH
CIRCULAR, TOGETHER WITH ANY DOCUMENTS REQUIRED TO BE SENT ALONG THEREWITH, AS
THE SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BEING REFERRED TO AS
THE "DIRECTORS' CIRCULAR") WHICH CONTAINS SUCH RECOMMENDATION AND A COPY OF THE
FAIRNESS OPINION; AND
(K)
THE SHAREHOLDER SUPPORT AGREEMENTS SHALL
HAVE BEEN ENTERED INTO AND SHALL NOT HAVE BEEN TERMINATED.
The foregoing conditions are for the sole benefit of the Offeror and may be
waived by it in whole or in part in its sole discretion.
2.3
BOARD OF DIRECTORS RECOMMENDATION
The Company hereby represents and warrants to and in favour of the Offeror that:
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(A)
THE FINANCIAL ADVISOR RETAINED BY THE
COMPANY HAS DELIVERED THE FAIRNESS OPINION TO THE BOARD OF DIRECTORS;
(B)
THE BOARD OF DIRECTORS, AFTER CONSULTING
WITH ITS FINANCIAL ADVISOR AND OUTSIDE LEGAL ADVISORS, HAS UNANIMOUSLY:
(I)
DETERMINED THAT THE OFFER IS FAIR FROM A
FINANCIAL POINT OF VIEW TO ALL SHAREHOLDERS (OTHER THAN THE OFFEROR) AND THAT IT
IS IN THE BEST INTERESTS OF THE COMPANY;
(II)
APPROVED THIS AGREEMENT; AND
(III)
RESOLVED THAT IT WILL RECOMMEND ACCEPTANCE
OF THE OFFER BY THE SHAREHOLDERS; AND
(C)
AFTER REASONABLE INQUIRY, THE COMPANY HAS
BEEN ADVISED AND REASONABLY BELIEVES THAT ALL OF THE DIRECTORS AND SENIOR
EXECUTIVES OF THE COMPANY INTEND TO TENDER TO THE