Sydney Acquisitions ULC
Millennium Pharmaceuticals, Inc.
40 Lansdowne Street
Cambridge, Massachusetts
02139
DELIVERED
AND
October 17, 2006
BY FACSIMILE (212-521-2245)
Baker Bros. Investments, L.P.
Baker Bros. Investments II, L.P.
Baker Biotech Fund I, L.P.
14159, L.P.
Baker/Tisch Investments, L.P.
Baker Brothers Life Sciences L.P.
(each person a “Shareholder” and
collectively the “Shareholders”)
c/o Baker Brothers Investments
667 Madison Avenue, 17 th Floor
New York, NY 10021
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Re:
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Shareholder Support Agreement dated as of
September 26, 2006 between the Shareholders and
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Millennium Pharmaceuticals, Inc. (the
“Shareholder Support Agreement”)
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We are writing with respect to the
above-captioned Shareholder Support Agreement. Capitalized
terms used but not defined in this letter have the meanings
assigned to them in the Shareholder Support Agreement.
This letter is written to set out
our mutual agreement pursuant to Section 5.3 of the
Shareholder Support Agreement that the Shareholder Support
Agreement will terminate and be of no further force or effect,
effective at 12:01 a.m. (Vancouver time) today. We
acknowledge that the Shareholders will enter into a shareholder
support agreement with Genzyme Corporation and Dematal
Corp.
Each of the parties hereby confirm
to the other the same representations and warranties as to their
power and authority to enter into and the binding nature of this
agreement as if the representations and warranties given under
Sections 4.1(a) and (c) and Sections 4.2(a), (b) and
