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SHAREHOLDER SUPPORT AGREEMENT

Shareholder Agreement

SHAREHOLDER SUPPORT AGREEMENT | Document Parties: MILLENNIUM PHARMACEUTICALS INC | 14159, L.P. | BAKER BIOTECH FUND I, L.P. | BAKER BROS. INVESTMENTS, L.P. | BAKER BROS. INVESTMENTS II, L.P. You are currently viewing:
This Shareholder Agreement involves

MILLENNIUM PHARMACEUTICALS INC | 14159, L.P. | BAKER BIOTECH FUND I, L.P. | BAKER BROS. INVESTMENTS, L.P. | BAKER BROS. INVESTMENTS II, L.P.

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Title: SHAREHOLDER SUPPORT AGREEMENT
Governing Law: Delaware     Date: 10/2/2006
Industry: Biotechnology and Drugs     Law Firm: McCarthy Tetrault LLP;Sullivan & Cromwell LLP    

SHAREHOLDER SUPPORT AGREEMENT, Parties: millennium pharmaceuticals inc , 14159  l.p. , baker biotech fund i  l.p. , baker bros. investments  l.p. , baker bros. investments ii  l.p.
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Exhibit 10.2

SHAREHOLDER SUPPORT AGREEMENT

THIS AGREEMENT is made as of the 26th day of September, 2006.

BETWEEN:

THE PERSONS NAMED ON SCHEDULE 4.1(B) HERETO,

(each such person a “ Shareholder ” and collectively, the “ Shareholders ”)

AND:

Millennium Pharmaceuticals, Inc., a corporation existing under the laws of the State of Delaware

(the “ Offeror ”)

WHEREAS:

A.                                    The Shareholders are the registered and the beneficial owners of and/or control the disposition of shares in the capital of AnorMED Inc. (the “ Company ”), as more particularly described herein;

B.                                      The Shareholders understand that the Offeror and the Company are, concurrently with the execution and delivery of this Agreement, executing and delivering the Support Agreement providing for the Offer;

C.                                      This Agreement sets out the terms and conditions of the several agreement of each of the Shareholders (i) to tender its Shares or cause the same to be tendered to the Offer and (ii) to abide by the other restrictions and covenants set forth herein; and

D.                                     Each of the Shareholders acknowledges that (i) the Offeror would not enter into the Support Agreement but for the execution and delivery of this Agreement by the Shareholders, (ii) it is a condition of the Offeror’s obligation under the Support Agreement to make the Offer that the Shareholders enter into this Agreement with the Offeror, and (iii) in entering into this Agreement, each of the Shareholders acknowledge that it is not and should not be considered to be acting jointly and in concert with the Offeror in making the Offer.

 



NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1                                Definitions

In this Agreement:

(a)                                   affiliate ” has the meaning assigned to such term under the Securities Act (British Columbia);

(b)                                  Shareholder’s Shares ” means, in respect of a Shareholder, (i) all Shares beneficially owned by such Shareholder, or over which such Shareholder exercises control or direction, on the date hereof and (ii) any Shares that become beneficially owned by such Shareholder, or over which such Shareholder acquires control or direction, after the date hereof; and

(c)                                   Support Agreement ” means the support agreement dated the date hereof between the Offeror and the Company, a true copy of which has been delivered to the Shareholder simultaneously with this Agreement being entered into.

1.2                                Definitions in Support Agreement

All terms used in this Agreement that are not defined in Section 1.1 or elsewhere herein and that are defined in the Support Agreement shall have the respective meanings ascribed to them in the Support Agreement.

1.3                                Schedules

The following Schedule attached hereto constitutes an integral part of this Agreement:

Schedule 4.1(b) — Shareholders and Ownership of Shares

ARTICLE 2

COVENANTS OF THE OFFEROR

2.1                                Offeror to Make Offer

The Offeror agrees with each Shareholder that it shall comply with the terms of the Support Agreement and, without limiting the generality of the foregoing, the Offeror shall make or cause to be made the Offer for US$12.00 per Share having the terms and conditions thereto set forth in the Support Agreement and as required by the provisions of the Support Agreement.  In the event that another entity affiliated with the Offeror makes the Offer in accordance with the terms and conditions of the Support Agreement, the Offeror shall cause such other entity to become a party to this Agreement, upon which such other entity shall become entitled to exercise all of the rights of the Offeror and subject to all of the obligations of the Offeror under this Agreement but the Offeror shall continue to be jointly and severally liable for all such obligations.

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2.2                                Changes to Offer

The Offeror shall not, without the prior written consent of each Shareholder, amend the Support Agreement or the Offer to:  (i) vary or waive the Minimum Condition; (ii) decrease the consideration per Share; (iii) change the form of consideration payable under the Offer (other than to add additional consideration, whether in the form of cash or securities of the Parent or otherwise); (iv) decrease the number of Shares in respect of which the Offer is made; (v) impose additional conditions to the Offer; (vi) otherwise vary the Offer (or any terms or conditions thereof) in a manner which is adverse to the Shareholder; or (vii) extend the period of time for mailing the Offer , except as contemplated in section 2.1(c) of the Support Agreement.

ARTICLE 3

COVENANTS OF THE SHAREHOLDER

3.1                                General

Each Shareholder hereby covenants and irrevocably agrees, on a several basis, in favour of the Offeror that, from the date hereof until the earlier of the termination of this Agreement in accordance with Article 5, except as permitted by this Agreement, such Shareholder shall:

(a)                                   not, and shall cause its general partners and their respective directors, officers, employees, financial advisors, counsel, agents, trustees, partners or other representatives not to, directly or indirectly, (i) solicit, initiate or encourage any Alternative Transaction (ii) participate in any discussions or negotiations with any Person (other than the Offeror and its Subsidiaries and their respective directors, officers, employees, agents, financial advisors, counsel or other representatives) in respect of any Alternative Transaction (other than to refer such Persons to the provisions of this Agreement and the Support Agreement), (iii) provide any confidential information relating to the Company or its Subsidiaries to any Person in connection with any Alternative Transaction or (iv) otherwise cooperate in any way with any effort or attempt by any other person to do or seek to do any of the foregoing, provided, however, that nothing contained in this section or the other provisions of this agreement shall prevent such Shareholder or a nominee or representative of such Shareholder, if a director of the Company, from taking any actions solely in his or her capacity as a member of the Board of Directors in respect of an unsolicited bona fide Alternative Transaction under the terms and conditions set out in the Support Agreement;

(b)                                  immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any third party or any agent or representative of any third party conducted before the date of this Agreement with respect to any Alternative Transaction and request the return or destruction of all confidential written information provided in connection therewith;

(c)                                   not release any third party from any confidentiality or standstill agreement in respect of the Company that it is party to;

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(d)                                  promptly notify the Offeror of any Alternative Transaction, any bona fide inquiry, proposal, discussions or negotiation with respect to any Alternative Transaction of which such Shareholder or any of its directors, officers, employees, representatives, agents, trustees or partners becomes aware (and of which the Company or any of its directors, officers, employees, representatives or agents is not aware), except to the extent that the Shareholder has been advised by its legal counsel that to do so would cause a breach of its fiduciary duties to the Company or any of its Subsidiaries; such notice will include, to the extent known to such Shareholder, the material terms and conditions of such Alternative Transaction, inquiry, proposal, discussion or negotiation.  Such notice to the Offeror shall be made forthwith orally and in writing and shall indicate, to the extent known to such Shareholder, such details of the proposal, inquiry or contact as the Offeror may reasonably request, including the identity of the Person making such proposal, inquiry or contact and the terms and conditions of such Alternative Transaction, inquiry, proposal, discussion or negotiation;

(e)                                   not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey any of the Shareholder’s Shares (or any right or interest therein (legal or equitable)), to any Person or group or agree to do any of the foregoing;

(f)                                     not grant or agree to grant any proxy, power of attorney or other right to vote the Shareholder’s Shares, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approval of any kind with respect to any of the Shareholder’s Shares;

(g)                                  not vote or cause to be voted any of the Shareholder’s Shares in respect of any proposed action by the Company or its shareholders or affiliates or any other Person in a manner which would reasonably be regarded as likely to prevent or delay the successful completion of the Offer;

(h)                                  not do indirectly that which it may not do directly in respect of the restrictions on its rights with respect to the Shareholder’s Shares pursuant to this Section 3.1; and

(i)                                      upon the Offeror taking up and paying for the Shares tendered by the Shareholder and acquiring Shares representing at least a majority of the then outstanding Shares, upon the written request of the Offeror, the Shareholder will or will cause any nominee or representative of the Shareholder who acts as a director of the Company or any of its Subsidiaries to resign in an orderly manner and to assist with the appointment of such person or persons identified by the Offeror as a substitute director of the Company.

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3.2          Deposit of the Shareholder’s Shares under the Offer

Each Shareholder hereby agrees with the Offeror that it will, as soon as practicable and in any event on or before the fifteenth Business Day following the making of the Offer, cause all of its Shareholder’s Shares to be validly tendered in acceptance of the Offer together with the letter of transmittal or, if applicable, notice of guaranteed delivery, and any other documents required in accordance with the Offer, and will not withdraw its Shareholder’s Shares from the Offer except as expressly otherwise permitted under this Agreement.

3.3                                Co-operation/Substitute Transaction

If the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with a form of transaction other than the Offer (including, without limitation, a plan of arrangement or amalgamation) whereby the Offeror and/or its affiliates would effectively acquire all the Shares on economic and other terms and conditions (including, without limitation, tax treatment) having consequences to each Shareholder that are no less favourable than those contemplated by this Agreement, as determined by such Shareholder, acting reasonably (any such transaction is referred to as a “ Substitute Transaction ”), each Shareholder agrees to support the completion of the Substitute Transaction in the same manner as the Offer, including by voting its Shareholder’s Shares in favour of the Substitute Transaction.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1                                Representations and Warranties of the Shareholder

Each Shareholder hereby represents and warrants to and covenants with the Offeror, on a several basis, as follows, and acknowledges that the Offeror is relying upon such representations, warranties and covenants in entering into this Agreement:

(a)                                   Incorporation and Authorization .  Such Shareholder has all necessary power, authority, capacity and right to enter into this Agreement and to carry out each of its obligations under this Agreement.  This Agreement has been duly executed and delivered by such Shareholder and constitutes a legal, valid and binding obligation of such Shareholder enforceable against it in accordance with its terms, subject to bankruptcy and insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(b)                                  Ownership of Shares and Other Securities .  Such Shareholder is, and will be immediately prior to the Effective Date, the sole registered and beneficial owner of its Shareholder’s Shares shown opposite its name as being beneficially owned in Schedule 4.1(b), with good and marketable title thereto, free and clear of all Encumbrances, and has full legal right, power and authority to enter into this Agreement, to deposit, or to cause the deposit of, its Shareholder’s Shares under the Offer and to sell, or to cause the sale of, its Shareholder’s Shares to the Offeror pursuant to the Offer; upon take-up of and payment for its Shareholder’s Shares, such Shareholder will have conveyed to the Offeror good and marketable title to its

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beneficially owned Shareholder’s Shares, free and clear of any Encumbrances (excluding any Encumbrances that have been granted by or that may be claimed in respect of the Offeror).

(c)                                   No Conflicts .  None of the execution and delivery of this Agreement by such Shareholder, the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof will violate, conflict with, or result in a breach of any provision of, require any consent, approval or notice under, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) or result in a right of termination or acceleration under, any of the terms, conditions or provisions of: (i) the certificate of incorporation, certificate of limited partnership, Articles or by-laws or other constating documents of such Shareholder; or (ii) any material Contract to which such Shareholder is a party; or (iii) violate any judgment, ruling, order, writ, injunction, award, decree, statute, ordinance, rule or regulation applicable to such Shareholder.

(d)                                  No Agreements .  No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of its Shareholder’s Shares, or any interest therein or right thereto, except pursuant to this Agreement.

(e)                                   Voting .  None of its Shareholder’s Shares is subject to any proxy, power of attorney, voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, c


 
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