SC TO-I

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

CARDIOME PHARMA CORP.

(Name of Subject Corporation (issuer))

CARDIOME PHARMA CORP. (Issuer)
(Name of Filing Persons (identify status as offeror, issuer or other person))

Common Shares, Without Par Value
(Title of Class of Securities)

14159U202
(CUSIP Number of Class of Securities)

Cardiome Pharma Corp.
Attention: Curtis Sikorsky, Chief Financial Officer
6190 Agronomy Road, 6^th floor, Vancouver, British Columbia, Canada V6T 1Z3
(800) 330-9928
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)

Copy to:

Riccardo A. Leofanti, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street, Suite 1750
Toronto, Ontario M5K 1J5
(416) 777-4700

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$27,500,000	$	1,534.50

(1)	Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the purchase of 5,392,157 common shares and the maximum tender offer price of $5.10 per common share in cash.
(2)	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $55.80 per $1,000,000 of the value of the transaction.

o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		Amount Previously Paid:	N/A
		Form or Registration No.:	N/A
		Filing Party:	N/A
		Date Filed:	N/A
o	Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o	third-party tender offer subject to Rule 14d-1.
þ	issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Tender Offer Statement on Schedule TO relates to the issuer tender offer by Cardiome Pharma Corp., a Canadian corporation (“Cardiome” or the “Corporation”), to purchase a number of its common shares, without par value (the “Shares”), up to an aggregate amount of US$27,500,000. Cardiome is offering to purchase the Shares at a price not less than US$4.25 per Share and not more than US$5.10 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 1, 2009 (the “Offer to Purchase”), the accompanying Issuer Bid Circular (the “Circular”), and the related Letter of Transmittal which, collectively, as amended or supplemented from time to time, constitute the “Tender Offer.” This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The information contained in the Offer to Purchase and the Circular, filed herewith as Exhibit (a)(1)(A), is hereby incorporated by reference in response to all the items of this Schedule TO.

Item 1. Summary Term Sheet.

The information under the heading “Summary Term Sheet,” included in Exhibit (a)(1)(A), is incorporated herein by reference.

Item 2. Subject Company Information.

(a) The name of the subject corporation is Cardiome Pharma Corp. The address and telephone number of its principal executive offices are: 6190 Agronomy Road, 6th floor, Vancouver, British Columbia, Canada V6T 1Z3, (800) 330-9928.

(b) The subject securities are common shares without par value of Cardiome. The number of Shares of the subject securities outstanding as of August 31, 2009 was 64,361,746.

(c) Information about the trading market and price of the subject securities is incorporated herein by reference to the Circular, included in Exhibit (a)(1)(A), under the heading “Section 5 — Price Range of Shares.”

Item 3. Identity and Background of Filing Person.

(a) The filing person to which this Schedule TO relates is Cardiome. The address and telephone number of Cardiome is set forth under Item 2(a) above. The names of the directors and executive officers of Cardiome are as set forth in the Circular, included in Exhibit (a)(1)(A), under the heading “Section 8 — Interest of Directors and Officers and Ownership of Securities”, and such information is incorporated herein by reference. The business address and business telephone number of each director and executive officer of Cardiome is c/o Cardiome Pharma Corp., 6190 Agronomy Road, 6th floor, Vancouver, British Columbia, Canada V6T 1Z3, (800) 330-9928.

Item 4. Terms of the Transaction.

(a) The material terms of the transaction are incorporated herein by reference from the Offer to Purchase and the Circular, each included in Exhibit (a)(1)(A). There will be no material differences in the rights of security holders as a result of this transaction.

(b) The details regarding any purchases from an officer, director or affiliate of Cardiome are incorporated herein by reference from the Circular, included in Exhibit (a)(1)(A), under the headings:

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• “Section 8 — Interest of Directors and Officers and Ownership of Securities;”

• “Section 10 — Commitments to Acquire Shares;” and

• “Section 13 — Intention to Deposit Shares.”

Item 5. Past Contracts, Transactions, Negotiations and Agreements.

Information regarding agreements involving Cardiome’s securities is incorporated herein by reference from the Circular under the headings “Section 8 — Interest of Directors and Officers and Ownership of Securities” and “Section 9 — Contracts, Arrangements or Understandings with Shareholders.” The Corporation has established an Incentive Stock Option Plan, effective as of January 30, 2001, approved by shareholders on May 28, 2001 and subsequently amended on May 27, 2002, May 25, 2004, June 6, 2005, June 12, 2006 and September 5, 2007, pursuant to which options to purchase common shares of the Corporation may be, and have been, granted to directors, officers, other employees, contractors and consultants of the Corporation.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Information regarding the purpose of the transaction is incorporated herein by reference under the heading “Summary Term Sheet” and from the Circular under the heading “Section 3 — Purpose and Effect of the Offer,” each included in Exhibit (a)(1)(A).

(b) The Shares purchased in the Tender Offer will be cancelled by the Corporation.

(c) Information about any plans or proposals is incorporated herein by reference from the Circular, included in Exhibit (a)(1)(A), under the headings:

• “Section 3 — Purpose and Effect of the Offer;”

• “Section 6 — Dividend Policy;”

• “Section 8 — Interest of Directors and Officers and Ownership of Securities;”

• “Section 10 — Commitments to Acquire Shares;”

• “Section 12 — Material Changes in the Affairs of the Company;” and

• “Section 13 — Intention to Deposit Shares.”

Other than as set forth in the Tender Offer, neither the Corporation nor any of its directors or executive officers is aware of any plans, proposals or negotiations that (i) would result in the acquisition or disposition by any person of additional securities of the Corporation or (ii) could result in any action that could impede the acquisition or control of the Corporation.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Information regarding the source of funds is incorporated herein by reference from the Circular, included in Exhibit (a)(1)(A), under the heading “Section 17 — Source of Funds.”

(b) Financing will not be required in connection with the Tender Offer.

(d) None of the consideration for the Tender Offer will be borrowed. Cardiome will use available cash on hand to fund the Tender Offer.

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Item 8. Interest in Securities of the Subject Corporation.

(a) The information under the heading “Section 8 — Interest of Directors and Officers and Ownership of Securities” in the Circular, included in Exhibit (a)(1)(A), is incorporated herein by reference.

(b) To the knowledge of the Corporation, after reasonable inquiry, neither the Corporation nor any of the Corporation’s executive officers, directors, associates, subsidiaries or executive officers or directors of the Corporation’s subsidiaries have effected any transaction in the Shares during the 60 days prior to September 1, 2009, except for the following transactions: (i) between August 12, 2009 and August 20, 2009, Robert Rieder, Executive Chairman of the Corporation, sold a total of 314,000 common shares of the Corporation in the open market at prices ranging from Cdn$4.1805 to Cdn$4.53; (ii) between August 13, 2009 and August 20, 2009, Mr. Rieder acquired a total of 500,000 common shares of the Corporation upon exercise of stock options at an exercise price of Cdn$3.32 per common share; and (iii) on August 18, 2009, Sheila Grant, Vice-President, Product Development of the Corporation, acquired 2,500 common shares of the Corporation upon exercise of stock options at an exercise price of Cdn$3.20 per common share, and sold those shares on the open market at a price of Cdn$4.28 per share.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) The information under the heading “Summary Term Sheet,” and the information in the Circular under the headings “Section 18 — Dealer Managers,” “Section 19 — Depository,” and “Section 20 — Fees and Expenses,” in each case included in Exhibit (a)(1)(A), is incorporated herein by reference.

Item 10. Financial Statements.

(a)-(b) Not applicable. The consideration offered consists solely of cash. The Tender Offer is not subject to any financing condition and Cardiome is a public reporting Company under Section 13(a) or 15(d) of the Exchange Act that files reports electronically on EDGAR.

Item 11. Additional Information.

(a)(1) The information under the heading “Section 8 — Interest of Directors and Officers and Ownership of Securities” in the Circular, included in Exhibit (a)(1)(A), is incorporated herein by reference. Other than as set forth in the Tender Offer or above, the Corporation is not aware of any present or proposed material agreement, arrangement or understanding or relationship between the Corporation and any of its executive officers, directors, controlling persons or subsidiaries.

(a)(2) The information under the heading “Section 16 — Legal Matters and Regulatory Approvals” in the Circular, included in Exhibit (a)(1)(A), is incorporated herein by reference.

(a)(3) Not applicable.

(a)(4) Not applicable.

(a)(5) None. The information under the heading “Section 16 — Legal Matters and Regulatory Approvals” in the Circular, included in Exhibit (a)(1)(A), is incorporated herein by reference.

(b) The information set forth under the heading “Summary Term Sheet,” and the information set forth in the Offer to Purchase, the Circular and the related Letters of Transmittal, as each may be amended or supplemented from time to time is incorporated herein by reference.

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Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated September 1, 2009 and the accompanying Issuer Bid Circular.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Press release announcing commencement of Tender Offer, dated September 1, 2009.
(b)	None.
(d)(1)	Cardiome Amended Incentive Stock Option Plan.
(g)	None.
(h)	None.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	/s/ Curtis Sikorsky
Name:	Curtis Sikorsky
Title:	Chief Financial Officer
Date:	September 1, 2009

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated September 1, 2009 and the accompanying Issuer Bid Circular.
(a)(1)(B)	Letter of Transmittal.
(a)(1)(C)	Notice of Guaranteed Delivery.
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Press release announcing commencement of Tender Offer, dated September 1, 2009.
(b)	None.
(d)(1)	Cardiome Amended Incentive Stock Option Plan.
(g)	None.
(h)	None.

EX-99.(A)(1)(A)

Exhibit (a)(1)(A)

This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your investment dealer, stockbroker, bank manager, lawyer, accountant or other professional advisor.

OFFER TO PURCHASE FOR CASH

up to US$27.5 million of its Common Shares without par value at a Purchase Price of
Not Less Than US$4.25 and Not More Than US$5.10 per Common Share

     Cardiome Pharma Corp. (“Cardiome” or the “Company”) hereby invites the holders of its common shares to deposit, for purchase and cancellation by the Company, common shares of the Company pursuant to (i) auction tenders at prices specified by the depositing shareholders of not less than US$4.25 per share or more than US$5.10 per share or (ii) purchase price tenders in which depositing shareholders do not specify a price per share but, rather, agree to have the common shares tendered by the shareholder purchased at the Purchase Price (as defined below) determined as provided in this Offer to Purchase. This invitation and all deposits of common shares are subject to the terms and conditions set forth in this Offer to Purchase, the accompanying Issuer Bid Circular (the “Circular”) and the related Letter of Transmittal (which together constitute the “Offer”).

     This Offer expires at 5:00 p.m. (Eastern time) or at such later time as Cardiome may determine on October 6, 2009 or such later date as Cardiome may determine (the “Expiration Date”). This Offer is not conditional upon any minimum number of common shares being tendered to the Offer. The Offer is, however, subject to other conditions and Cardiome reserves the right, subject to applicable laws, to withdraw the Offer and not take up and pay for any common shares deposited under the Offer if the conditions are not satisfied. See Section 7 of the Offer to Purchase, “Conditions of the Offer”.

     Cardiome will determine a single price per share (the “Purchase Price”) that it will pay for common shares properly tendered to the Offer. The Purchase Price, which will not be less than US$4.25 per share or more than US$5.10 per share, will be determined on the basis of the number of common shares tendered to the Offer and, in the case of auction tenders, the prices specified by the tendering shareholders. For the purpose of determining the Purchase Price, common shares deposited pursuant to purchase price tenders will be deemed to have been deposited at US$4.25 per share, the minimum price in the Offer. The Purchase Price will be the lowest price between US$4.25 per share and US$5.10 per share that will enable Cardiome to purchase US$27.5 million of common shares (unless the Offer is undersubscribed, in which case the Purchase Price will be the price that enables Cardiome to purchase all common shares tendered to the Offer and not withdrawn). If the Purchase Price is determined to be US$4.25 per share, the maximum number of common shares purchased under the Offer will be 6,470,588 common shares. If the Purchase Price is determined to be US$5.10 per share, the maximum number of common shares purchased under the Offer will be 5,392,157 common shares. Common shares deposited pursuant to an auction tender will not be purchased by the Company pursuant to the Offer if the price specified by the tendering shareholder is greater than the Purchase Price. A shareholder who wishes to deposit common shares, but who does not wish to specify a price at which such common shares may be purchased by the Company, should make a purchase price tender. Shareholders who deposit common shares without making a valid auction tender or purchase price tender will be deemed to have made a purchase price tender.

     Subject to the terms and conditions of the Offer described in the Offer to Purchase and Circular, including the provisions relating to pro-ration and conditional tenders, Cardiome will purchase at the Purchase Price all common shares properly deposited or deemed to be deposited for purchase (and not withdrawn) at or below the Purchase Price. The Purchase Price for common shares accepted for purchase under the Offer will be payable in cash (subject to applicable withholding taxes, if any). Cardiome will first accept for purchase common shares properly deposited by shareholders who beneficially hold, as of the close of business on the Expiration Date, fewer than 100 common shares (an “odd lot”) and who properly deposit all such common shares pursuant to an auction tender at or below the Purchase Price or pursuant to a purchase price tender.

     This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, and deposits will not be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of that jurisdiction. However, Cardiome may, in its sole discretion, take such action as it may deem necessary to extend the Offer to shareholders in any such jurisdiction.

(continued on the following page)

The Dealer Managers for the Offer are:

In the United States:	In Canada:
Oppenheimer & Co.	Canaccord Capital Corporation

September 1, 2009

(continued from cover)

     If the number of common shares properly deposited or deemed to be deposited for purchase at or below the Purchase Price (and not withdrawn) would result in an aggregate purchase price of more than US$27.5 million, the common shares tendered to the Offer will be purchased in the following priority:

• without pro-ration, all common shares deposited or deemed to be deposited for purchase at or below the Purchase Price by holders of “odd lots” of less than 100 common shares who have tendered all of their common shares to the Offer;

• on a pro rata basis, all other common shares properly deposited or deemed to be deposited for purchase at or below the Purchase Price (subject to the conditional tender provisions described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares” and adjustments to avoid the purchase of fractional shares); and

• by random lot, but only to the extent feasible, all common shares deposited or deemed to be deposited for purchase at or below the Purchase Price subject to the condition that a specified minimum number of such common shares be purchased as described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares” (and for whom such condition was not initially satisfied).

     To be eligible for purchase by random lot, shareholders who tender common shares to the Offer subject to the condition that a specified minimum number of such common shares be purchased must have tendered all of their common shares to the Offer.

     If the aggregate purchase price of all common shares deposited under the Offer exceeds US$27.5 million, it is possible that some of your common shares (or all of your common shares if you deposit common shares to the Offer subject to the conditional tender provisions described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares”) will not be purchased even if they are deposited or deemed to be deposited at or below the Purchase Price. Promptly after the Offer expires, Cardiome will return all deposited common shares that are not purchased under the Offer, including common shares deposited pursuant to auction tenders at prices greater than the Purchase Price and common shares not purchased because of pro-ration or because the tendering shareholder’s minimum conditional tender conditions were not met.

     As of August 31, 2009, the Company had 64,361,746 common shares issued and outstanding. Accordingly, the Offer is for approximately 10.1% of the Company’s issued and outstanding common shares if the Purchase Price is US$4.25 per share and 8.4% of the Company’s issued and outstanding common shares if the Purchase Price is US$5.10 per share.

     The Company’s common shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “COM” and listed on the NASDAQ Global Market (“NASDAQ”) under the symbol “CRME”. On August 25, 2009, the day on which the Offer was announced, the closing price per common share was US$4.24 on NASDAQ and Cdn$4.59 on the TSX.

     The Company’s board of directors has approved the Offer. However, none of Cardiome, its board of directors or officers, Oppenheimer & Co. (“Oppenheimer”) or Canaccord Capital Corporation (“Canaccord”), the dealer managers for the Offer (together, the “Dealer Managers”), or Computershare Investor Services Inc., the depository for the Offer (the “Depository”), makes any recommendation to any shareholder as to whether to deposit or refrain from depositing common shares under the Offer. Shareholders must make their own decisions as to whether to deposit common shares under the Offer and, if so, how many common shares to deposit under the Offer and at what price or prices. Cardiome’s directors and officers have advised the Company that they do not intend to tender common shares to the Offer.

     Shareholders are urged to consider carefully the income tax consequences of accepting the Offer. Shareholders should consult their own tax advisors as to the specific tax consequences to them of accepting the Offer. See Section 15 of the Circular, “Income Tax Considerations”.

     Shareholders wishing to deposit all or any portion of their common shares pursuant to the Offer must comply in all respects with the delivery procedures described in this Offer to Purchase. See Section 5 of the Offer to Purchase, “Procedure for Depositing Shares”. Questions and requests for assistance may be directed to the Dealer Managers, in each case at the telephone numbers and addresses set forth on the back cover of this Offer to Purchase and the Circular.

THIS OFFER EXPIRES AT 5:00 P.M. (EASTERN TIME) ON OCTOBER 6, 2009 OR AT SUCH
LATER TIME AND DATE TO WHICH THE OFFER MAY BE EXTENDED BY CARDIOME.

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GENERAL MATTERS

     In this Offer to Purchase and the Circular, “Cardiome”, the “Company”, “we”, “us” or “our” refer collectively to Cardiome Pharma Corp. and its consolidated subsidiaries and “common shares” means our common shares without par value, in each case unless the context otherwise requires.

     Except where otherwise indicated, all dollar references in the Offer to Purchase, the Circular and the documents incorporated by reference are in U.S. dollars. Our consolidated financial statements are reported in Canadian dollars and have been prepared in accordance with generally accepted accounting principles in Canada. See Section 1 of the Circular, “Cardiome Pharma Corp. – Presentation of Financial Information and Exchange Rate Data”.

DOCUMENTS INCORPORATED BY REFERENCE

     We are incorporating by reference in this Offer to Purchase and the Circular the following documents that have been filed with securities commissions or similar authorities in Canada and filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”):

• our annual information form dated March 26, 2009 for the year ended December 31, 2008;

• our audited consolidated financial statements as at and for the years ended December 31, 2008 and 2007, together with the notes thereto and the auditor’s report thereon and the related supplemental note entitled “Reconciliation to United States GAAP”;

• our management’s discussion and analysis of our financial condition and results of operation for the years ended December 31, 2008 and 2007;

• our unaudited interim consolidated financial statements as at and for the six month periods ended June 30, 2009 and 2008;

• our management’s discussion and analysis of our financial condition and results of operation for the six month period ended June 30, 2009;

• our material change report dated March 30, 2009 relating to the announcement of our financial results for the year ended December 31, 2008;

• our material change report dated April 20, 2009 relating to the announcement of a collaboration and license agreement with Merck & Co., Inc. for the development and commercialization of vernakalant, an investigational candidate for the treatment of atrial fibrillation;

• our material change report dated August 11, 2009 relating to the announcement that Douglas G. Janzen has been appointed as Chief Executive Officer and President;

• our material change report dated August 11, 2009 relating to the announcement of our financial results for the six months ended June 30, 2009;

• our material change report dated August 12, 2009 related to the announcement of an additional Phase 3 clinical trial for vernakalant (iv); and

• our management information circular dated May 18, 2009, distributed in connection with our annual general meeting of shareholders on June 15, 2009.

     For more information regarding where you may obtain copies of any documents or information that we file with securities commissions or similar authorities in Canada or file with or furnish to the SEC in the United States, see Section 1 of the Circular, “Cardiome Pharma Corp. – Additional Information”. Copies of the documents incorporated by reference in this Offer to Purchase and Circular may also be obtained on request without charge from our Corporate

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Secretary at 6190 Agronomy Road, 6th Floor, Vancouver, British Columbia, Canada, V6T 1Z3, Telephone: (604) 677-6905.

INFORMATION FOR UNITED STATES SHAREHOLDERS

     The enforcement by investors of civil liabilities under U.S. federal securities laws may be adversely affected by the fact that we are incorporated under the laws of Canada and that most of our officers and certain of our directors are residents of countries other than the United States.

     U.S. shareholders should be aware that their acceptance of the Offer will have certain tax consequences under U.S. and Canadian law. U.S. shareholders should consult their own tax advisors regarding U.S. federal, state, local and non-U.S. tax considerations applicable to them with respect to accepting the Offer and depositing common shares pursuant to the Offer. See Section 15 of the Circular, “Income Tax Considerations”.

     We have filed with the SEC an Issuer Tender Offer Statement on Schedule TO with respect to the Offer, pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13e-4(c)(2) promulgated thereunder. See Section 1 of the Circular, “Cardiome Pharma Corp. – Additional Information”.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This Offer to Purchase and Circular may contain statements that constitute “forward-looking information” within the meaning of applicable Canadian securities laws or “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Such information or statements include, but are not limited to, statements respecting the trading price of our common shares not fully reflecting the value of our business and future prospects, the sufficiency of our financial resources and working capital following completion of the Offer, the Offer not being expected to preclude us from pursuing our foreseeable business opportunities for the future growth of our business, and the market for our common shares not being materially less liquid than the market that exists at the time of the making of the Offer. Forward-looking information or statements may also include, without limitation, any statement relating to future events, conditions or circumstances.

     We caution you not to place undue reliance upon such forward-looking statements, which speak only as of the date they are made. The words “anticipate”, “will”, “believe”, “estimate”, and “expect” and similar expressions are intended to identify forward-looking statements. Such forward-looking information or statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed or implied by such forward-looking information or statements. These factors include, among others, our stage of development, lack of product revenues, additional capital requirements, risk associated with the completion of clinical trials and obtaining regulatory approval to market our products, the ability to protect our intellectual property and dependence on collaborative partners and the prospects for negotiating additional corporate collaborations or licensing arrangements and their timing. Specifically, certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties that: we may not be able to successfully develop and obtain regulatory approval for our intravenous formulation of vernakalant hydrochloride (formerly named RSD1235(iv)) (“vernakalant (iv)”) or our oral formulation of vernakalant hydrochloride (formerly named R5D1235(oral)) (“vernakalant (oral)”) in the treatment of atrial fibrillation or any other current or future products in our targeted indications; we may not achieve or maintain profitability; our future operating results are uncertain and likely to fluctuate; we may not be able to raise additional capital; we may not be successful in establishing additional corporate collaborations or licensing arrangements; we may not be able to establish marketing and sales capabilities and the costs of launching our products may be greater than anticipated; any of our products that receive regulatory approval will be subject to extensive post-market regulation that can affect sales, marketing and profitability; any of our product candidates that are successfully developed may not achieve market acceptance; we rely on third parties for the continued supply and manufacture of vernakalant (iv), or vernakalant (oral), and for LY458202 (“GED-aPC”); we have no experience in commercial manufacturing; we may face unknown risks related to intellectual property matters and litigation risk; we face increased competition from pharmaceutical and biotechnology companies; we may not be able to pursue partnership opportunities or other strategic alternatives on terms favourable to us, if at all; we may not achieve the milestones or sales thresholds under our collaboration and license agreement with Merck & Co., Inc. (“Merck”); we may

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be required to make cash payments or issue our securities as milestone payments if milestones are achieved under the acquisition of Artesian Therapeutics, Inc. (“Artesian”) or under our license of GED-aPC, and other factors as described in detail in our filings with the SEC available at http://www.sec.gov and the Canadian securities regulatory authorities at http://www.sedar.com. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those indicated in any forward-looking statements. All forward-looking statements and information made herein are based on our current expectations. The factors and assumptions used by us to develop such forward-looking information include, but are not limited to, the assumption that the results of the FDA review of the new drug application for vernakalant (iv) will be positive, the assumption that the results of the clinical studies for GED-aPC, vernakalant (oral) and vernakalant (iv) will continue to be positive, the assumption that the time required to analyze and report the results of our clinical studies will be consistent with past timing, the assumption that market data and reports reviewed by us are accurate, the assumption that our current good relationship with our suppliers and service providers will be maintained, assumptions relating to the availability of capital on terms that are favourable to us and assumptions relating the feasibility of future clinical trials. We undertake no obligation to revise or update forward-looking statements and information to reflect subsequent events or circumstances, except as required by law.

* * *

     We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your common shares to the Offer or as to the price or prices at which you may choose to tender your common shares to the Offer. You should rely only on the information contained in this Offer to Purchase and the Circular or to which we have referred you. We have not authorized anyone to provide you with information in respect of the Offer or to make any representation in connection with the Offer other than those contained in this Offer to Purchase, the Circular, the related Letter of Transmittal or the documents incorporated by reference. If anyone makes any recommendation or provides you with any information or representation in respect of the Offer, you must not rely upon that recommendation, information or representation as having been authorized by us or the Dealer Managers.

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TABLE OF CONTENTS

SUMMARY TERM SHEET	1
OFFER TO PURCHASE	7
1. The Offer	7
2. Purchase Price	8
3. Number of Shares and Pro-ration	8
4. Conditional Tender of Shares	9
5. Procedure for Depositing Shares	10
6. Withdrawal Rights	14
7. Conditions of the Offer	15
8. Extension and Variation of the Offer	16
9. Taking Up and Payment for Deposited Shares	17
10. Payment in the Event of Mail Service Interruption	18
11. Liens and Dividends	19
12. Notice	19
13. Other Terms	19
CIRCULAR	21
1. Cardiome Pharma Corp.	21
2. Authorized Capital	24
3. Purpose and Effect of the Offer	24
4. Financial Statements	27
5. Price Range of Shares	27
6. Dividend Policy	28
7. Previous Distributions and Purchases of Securities	28
8. Interests of Director and Officers and Ownership of Securities	29
9. Contracts, Arrangements or Understandings with Shareholders	31
10. Commitments to Acquire Shares	31
11. Benefits from the Offer	31
12. Material Changes in the Affairs of the Company	31
13. Intention to Deposit Shares	31
14. Prior Valuations	31
15. Income Tax Considerations	32
16. Legal Matters and Regulatory Approvals	39
17. Source of Funds	40
18. Dealer Managers	40
19. Depository	40
20. Fees and Expenses	40
21. Statutory Rights	40
APPROVAL AND CERTIFICATE	C-1
CONSENT OF KPMG LLP	C-2

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SUMMARY TERM SHEET

     We are providing this summary term sheet containing frequently asked questions and responses for your convenience. This section of this Offer to Purchase highlights material information relating to the Offer, but does not describe all of the details of the Offer to the same extent described elsewhere in this Offer to Purchase. We urge you to read the entire Offer to Purchase, the Circular and the Letter of Transmittal because they contain the full details of the Offer. We have included references to the sections of this Offer to Purchase and the Circular where you will find a more complete discussion.

WHO IS OFFERING TO PURCHASE MY SHARES?

     Cardiome Pharma Corp., which we refer to as “we,” “us”, the “Company” or “Cardiome”, is offering to purchase your common shares for cancellation.

WHY IS CARDIOME MAKING THE OFFER?

     Our board of directors believes that our common shares have been trading in price ranges that do not fully reflect the value of our business and future prospects and, accordingly, that purchasing common shares under the Offer is an attractive use of capital. Our board of directors believes that the Offer is an efficient means to return up to US$27.5 million in capital to shareholders, while at the same time increasing non-tendering shareholders’ proportionate interest in the Company. See Section 3 of the Circular, “Purpose and Effect of the Offer”.

WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE AND WHAT WILL BE THE FORM OF PAYMENT?

     We are conducting the Offer through a procedure called a modified “Dutch Auction”. This procedure allows you to select a price between US$4.25 per share and US$5.10 per share at which you are willing to sell your common shares. Promptly after the Offer expires, we will determine the lowest price per share, which we refer to as the “Purchase Price”, that will enable us to purchase US$27.5 million of common shares (unless the Offer is undersubscribed, in which case the Purchase Price will be the price that enables us to purchase all common shares tendered to the Offer and not withdrawn). For the purpose of determining the Purchase Price, common shares deposited pursuant to purchase price tenders will be deemed to have been deposited at US$4.25 per share, the minimum price in the Offer. See Section 2 of the Offer to Purchase, “Purchase Price”.

     We will purchase all common shares acquired under the Offer at the same price, including common shares tendered to the Offer below the Purchase Price. We will not purchase any common shares tendered to the Offer at a price that is greater than the Purchase Price. If you wish to maximize the chances your common shares will be purchased under the Offer, you should therefore tender your common shares pursuant to a purchase price tender. A purchase price tender will have the same effect as if you tender your common shares pursuant to an auction tender at the minimum price of US$4.25 per share. See Section 5 of the Offer to Purchase, “Procedure for Depositing Shares”.

     If we purchase any of your common shares under the Offer, we will pay for your common shares in cash (subject to applicable withholding taxes, if any) promptly after the Offer expires. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment. We will return all common shares not purchased under the Offer promptly after the Offer expires.

IN WHAT CURRENCY WILL CARDIOME PAY FOR THE SHARES I TENDER?

     We will pay for your common shares in U.S. dollars. On August 31, 2009, the noon buying rate using information provided by the Bank of Canada was US$1.00 = Cdn$1.0967. See Section 1 of the Circular, “Cardiome Pharma Corp. – Presentation of Financial Information and Exchange Rate Data”.

HOW MANY SHARES WILL CARDIOME PURCHASE?

     The number of common shares that we purchase pursuant to the Offer will be determined by (i) the Purchase Price and (ii) the number of common shares deposited or deemed to be deposited to the Offer at or below the Purchase Price. Since we will not be able to determine the Purchase Price or the number of common shares deposited or deemed to be deposited to the Offer at or below the Purchase Price until after the Offer expires, we will not be able to calculate the exact number of common shares that will be purchased until after the Offer expires.

     If the Purchase Price is determined to be US$4.25 per share, the maximum number of common shares purchased will be 6,470,588. If the Purchase Price is determined to be US$5.10 per share, the maximum number of common shares purchased will be 5,392,157. As of August 31, 2009, we had 64,361,746 common shares issued and outstanding. Accordingly, the Offer is for approximately 10.1% of our issued and outstanding common shares if the Purchase Price is US$4.25 per share and 8.4% of our issued and outstanding common shares if the Purchase Price is US$5.10 per share. See Section 1 of the Offer to Purchase, “The Offer”.

WHAT HAPPENS IF NUMBER OF SHARES TENDERED TO THE OFFER WOULD RESULT IN AN AGGREGATE PURCHASE PRICE OF MORE THAN US$27.5 MILLION?

     If the number of common shares properly deposited or deemed to be deposited for purchase at or below the Purchase Price (and not withdrawn) would result in an aggregate purchase price of more than US$27.5 million, common shares tendered to the Offer will be purchased in the following priority:

• without pro-ration, all common shares deposited or deemed to be deposited for purchase at or below the Purchase Price by holders of “odd lots” of less than 100 common shares who have tendered all of their common shares to the Offer;

• on a pro rata basis, all other common shares properly deposited or deemed to be deposited for purchase at or below the Purchase Price (subject to the conditional tender provisions described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares” and adjustments to avoid the purchase of fractional shares); and

• by random lot, but only to the extent feasible, all common shares deposited or deemed to be deposited for purchase at or below the Purchase Price subject to the condition that a specified minimum number of such common shares be purchased as described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares” (and for whom such condition was not initially satisfied).

     To be eligible for purchase by random lot, shareholders who tender common shares to the Offer subject to the condition that a specified minimum number of such common shares be purchased must have tendered all of their common shares to the Offer.

     If the aggregate purchase price of all common shares deposited under the Offer exceeds US$27.5 million, it is possible that some of your common shares (or all of your common shares if you deposit your common shares to the Offer subject to the conditional tender provisions described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares”) will not be purchased even if they are deposited or deemed to be deposited at or below the Purchase Price.

CAN I TENDER MY SHARES AT DIFFERENT PRICES?

     Yes. You can elect to tender some of your common shares to the Offer at one price and additional common shares at one or more other prices. However, you cannot tender the same common shares at different prices. If you tender some common shares at one price and other common shares at another price, you must use a separate Letter of Transmittal and, if applicable, a separate Notice of Guaranteed Delivery for each separate tender. See Section 5 of the Offer to Purchase, “Procedure for Depositing Shares”.

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CAN I TENDER SHARES SUBJECT TO THE CONDITION THAT A SPECIFIED MINIMUM NUMBER OF SHARES MUST BE PURCHASED?

     Yes. You may tender common shares to the Offer subject to the condition that a specified minimum number of your common shares be purchased by following the procedures described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares”.

HOW DO I TENDER MY SHARES?

     In order to tender common shares to the Offer, you must either:

• deliver the certificate representing your common shares in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy) with signature guarantees, if required as described under Section 5 of the Offer to Purchase, “Procedure for Depositing Shares – Signature Guarantees”, and any other documents required by the Letter of Transmittal, to the Depository at one of the addresses listed in the Letter of Transmittal before the Offer expires;

• follow the guaranteed delivery procedures described under Section 5 of the Offer to Purchase, “Procedure for Depositing Shares – Guaranteed Delivery” before the Offer expires; or

• if your common shares are held in the book-entry system, deposit your common shares in accordance with the procedures described under Section 5 of the Offer to Purchase, “Procedure for Depositing Shares – Book Entry Transfer Procedures” below before the Offer expires.

     A shareholder who wishes to deposit common shares under the Offer and whose certificate is registered in the name of an investment dealer, stockbroker, bank, trust company or other nominee should immediately contact that nominee in order to take the necessary steps to be able to deposit those common shares under the Offer. Participants in either CDS Clearing and Depository Services Inc. or the Depository Trust Company should contact those depositories with respect to the deposit of common shares under the Offer. See Section 5 of the Offer to Purchase, “Procedure for Depositing Shares”.

     You may deposit common shares pursuant to the Offer either pursuant to an “auction tender” or a “purchase price tender”. You may deposit some common shares pursuant to an auction tender and others pursuant to a purchase price tender.

Auction Tender: If you are making an auction tender, you must specify the minimum price per share (not less than US$4.25 per share or more than US$5.10 per share) at which you are willing to sell your common shares to us. We will not purchase common shares deposited pursuant to an auction tender if the minimum price that you specify is greater than the Purchase Price.

Purchase Price Tender: If you wish to deposit common shares but do not wish to specify a minimum price at which we may purchase such common shares, you should make a purchase price tender. If we purchase any common shares under the Offer, common shares deposited pursuant to a purchase price tender and common shares deposited pursuant to auction tenders at prices not greater than the Purchase Price will be purchased at the Purchase Price.

See Section 1 of the Offer to Purchase, “The Offer”.

HOW LONG DO I HAVE TO TENDER MY SHARES?

     You may tender your common shares until the Offer expires. The Offer will expire at 5:00 p.m. (Eastern time) on October 6, 2009 or at a later date as we may determine. We may extend the Offer for any reason, subject to applicable laws. See Section 8 of the Offer to Purchase, “Extension and Variation of the Offer”.

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CAN THE OFFER BE EXTENDED, VARIED OR TERMINATED?

     We can extend or vary the Offer in our sole discretion. We have filed an exemptive relief application with securities regulatory authorities in Canada to permit us to extend the Offer without first taking up common shares deposited (and not withdrawn) before the Offer was previously scheduled to expire. See Section 8 of the Offer to Purchase, “Extension and Variation of the Offer”. We can terminate the Offer under certain circumstances. See Section 7 of the Offer to Purchase, “Conditions of the Offer”.

HOW WILL I BE NOTIFIED IF CARDIOME EXTENDS THE OFFER?

     If the Offer is extended, we will issue a press release by 9:00 a.m. (Eastern time) on the business day after the Offer was previously scheduled to expire. See Section 8 of the Offer to Purchase, “Extension and Variation of the Offer”.

WHAT WILL HAPPEN IF I DO NOT TENDER MY SHARES?

     Upon the completion of the Offer, non-tendering shareholders will realize a proportionate increase in their relative ownership interest in our common shares, subject to our right to issue additional common shares and other equity securities in the future. The amount of our future cash assets will be reduced by the aggregate purchase price paid and expenses incurred in connection with this Offer. See Section 1 of the Circular, “Cardiome Pharma Corp.” and Section 3 of the Circular, “Purpose and Effect of the Offer”.

ARE THERE ANY CONDITIONS TO THE OFFER?

     Yes. The Offer is subject to a number of conditions, such as the absence of court and governmental action prohibiting the Offer and the absence of changes in general market conditions or our business that, in our reasonable judgment, make it inadvisable to proceed with the Offer. See Section 7 of the Offer to Purchase, “Conditions of the Offer”.

HOW DO HOLDERS OF VESTED BUT UNEXERCISED STOCK OPTIONS FOR SHARES PARTICIPATE IN THE OFFER?

     The Offer is for common shares only and not for options to acquire common shares. If you hold vested but unexercised stock options and wish to participate in the Offer, you may exercise your stock options in accordance with their terms and, upon the issuance of the underlying common shares, tender the underlying common shares to the Offer. If you are a holder of vested but unexercised stock options, you should follow the instructions sent to you by the administrator of our stock option plan. The exercise of an option cannot be revoked even if the common shares received upon exercise thereof and tendered to the Offer are not purchased in the Offer for any reason.

     Holders of stock options who exercise options and then tender the underlying common shares to the Offer may suffer adverse tax consequences. The tax consequences of exercising or not exercising stock options are not described under Section 15 of the Circular, “Income Tax Considerations”. Option holders are urged to seek tax advice from their own tax advisors in this regard.

ONCE I HAVE TENDERED SHARES IN THE OFFER, CAN I WITHDRAW MY TENDER?

     Yes. You may withdraw any common shares you have tendered (a) at any time before the Offer expires, (b) at any time before we accept your common shares for purchase, (c) subject to certain exceptions, at any time within ten business days after we file a notice of change or notice of variation or (d) if we do not pay for your common shares within three business days after we take such common shares up. See Section 6 of the Offer to Purchase, “Withdrawal Rights”.

HOW DO I WITHDRAW SHARES I PREVIOUSLY TENDERED?

     In order to withdraw common shares previously tendered, you must deliver, on a timely basis, a written, telegraphic or facsimile notice of your withdrawal to the Depository at the address appearing on the back cover page of this Offer to

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Purchase and the Circular. Your notice of withdrawal must specify your name, the number of common shares to be withdrawn and the name of the registered holder of these common shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the Depository or if your common shares have been tendered under the procedure for book-entry transfer. See Section 6, “Withdrawal Rights”.

WHAT DO I DO IF I OWN AN “ODD LOT” OF SHARES?

     If you beneficially own less than 100 common shares at the close of business on the Expiration Date and you deposit or are deemed to deposit all of your common shares to the Offer at or below the Purchase Price, we will accept all of your common shares for purchase without pro-ration (but otherwise subject to the terms and conditions of the Offer). If you own an “odd lot” of common shares, you should check Box D, “Odd Lots” in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. See Section 3 of the Offer to Purchase, “Number of Shares and Pro-ration”.

WHEN WILL CARDIOME PAY FOR THE SHARES I TENDER?

     If we purchase any of your common shares under the Offer, we will pay for your common shares promptly after the Offer expires. In the event of pro-ration because the Offer is over-subscribed, we do not expect to be able to commence payment for your common shares until the third business day after the Offer expires. See Section 9 of the Offer to Purchase, “Taking Up and Payment for Deposited Shares”.

WHAT IS THE RECENT MARKET PRICE OF CARDIOME’S SHARES?

     On August 25, 2009, the day on which the Offer was announced, the last reported sale price of our common shares was US$4.24 per share on NASDAQ and Cdn$4.59 per share on the TSX. You should obtain current market quotations for our common shares before deciding whether and at which price or prices to tender your common shares. See Section 5 of the Circular, “Price Range of Shares”.

WILL I HAVE TO PAY BROKERAGE COMMISSIONS IF I TENDER MY SHARES?

     If you are a registered shareholder and you tender your common shares directly to the Depository, you will not incur any brokerage commissions. If you hold common shares through an investment dealer, broker, bank, trust company or other nominee, we urge you to consult your nominee to determine whether you will incur any transaction costs. See Section 5 of the Offer to Purchase, “Procedure for Depositing Shares”.

WHAT ARE THE INCOME TAX CONSEQUENCES IF I TENDER MY SHARES?

     You are urged to consider carefully the income tax consequences of depositing common shares pursuant to the Offer. See Section 15 of the Circular, “Income Tax Considerations”. You are also urged to seek advice from your own tax advisors as to the specific tax consequences to you, having regard to your particular circumstances, of depositing common shares pursuant to the Offer.

HAS CARDIOME OR ITS BOARD OF DIRECTORS ADOPTED A POSITION ON THE TENDER OFFER?

     Our board of directors has approved the Offer. However, neither we, nor any member of our board of directors, our officers, the Dealer Managers or the Depository, make any recommendation to you as to whether you should tender or refrain from tendering your common shares to the Offer or as to the price or prices at which you may choose to tender your common shares to the Offer. You must make your own decision as to whether to tender your common shares to the Offer and, if so, how many common shares to tender and the price or prices at which your common shares should be tendered. See Section 3 of the Circular, “Purpose and Effect of the Offer”.

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WILL CARDIOME’S DIRECTORS, OFFICERS OR SIGNIFICANT SHAREHOLDERS TENDER SHARES TO THE OFFER?

     To the knowledge of our management, after reasonable inquiry, none of our directors or officers or their respective associates, nor any person who beneficially owns or exercises control or direction over more than 10% of any class of our equity securities, nor any associate or affiliate or person acting jointly or in concert with us, intends to tender common shares to the Offer.

HOW WILL CARDIOME PAY FOR THE SHARES?

     Assuming the Offer is fully subscribed, we will purchase US$27.5 million of common shares in the Offer. We will fund the maximum purchase of US$27.5 million of common shares under the Offer and the payment of related fees and expenses from available cash on hand. The Offer is not conditioned upon the receipt of financing. See Section 17 of the Circular, “Source of Funds”.

HOW MUCH CASH WILL CARDIOME HAVE LEFT UPON COMPLETION OF THE OFFER?

     Assuming the Offer is fully subscribed, we expect to have over US$50 million in cash following the completion of the Offer. We believe that our cash reserves following completion of the Offer will be adequate to continue our development of drugs to treat or prevent cardiovascular diseases, including each of our current programs for the treatment of atrial fibrillation. See Section 1 of the Circular, “Cardiome Pharma Corp. – Three Year History”.

FOLLOWING THE OFFER, WILL CARDIOME CONTINUE AS A PUBLIC COMPANY?

     We intend to continue as a public company following the Offer. We do not believe that the purchase of common shares under the Offer will cause our remaining common shares to be delisted from the TSX or NASDAQ or cause us to be eligible for deregistration in the United States under the Exchange Act. See Section 3 of the Circular, “Purpose and Effect of the Offer” and Section 7 of the Offer to Purchase, “Conditions of the Offer”.

WHAT IMPACT WILL THE OFFER HAVE ON THE LIQUIDITY OF THE MARKET FOR THE SHARES?

     Our board of directors has determined that it is reasonable to conclude that, following completion of the Offer, there will be a market for non-tendering shareholders that is not materially less liquid than the market that existed at the time we made the Offer. See Section 3 of the Circular, “Purpose and Effect of the Offer – Liquidity of Market”.

WHOM CAN I TALK TO IF I HAVE QUESTIONS?

     For further information regarding the Offer, you may contact the Dealer Managers, or consult your own broker or other professional advisors. The telephone numbers of the Dealer Managers are set forth on the back cover of this Offer to Purchase and Circular.

*    *    *    *

     We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your common shares to the Offer or as to the price or prices at which you may choose to tender your common shares to the Offer. You should rely only on the information contained in this Offer to Purchase and the Circular or to which we have referred you. We have not authorized anyone to provide you with information in respect of the Offer or to make any representation in connection with the Offer other than those contained in this Offer to Purchase, the Circular, the related Letter of Transmittal or the documents incorporated by reference. If anyone makes any recommendation or provides you with any information or representation in respect of the Offer, you must not rely upon that recommendation, information or representation as having been authorized by us or the Dealer Managers.

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OFFER TO PURCHASE

To the Holders of the Common Shares of Cardiome Pharma Corp.

1. The Offer

     Cardiome Pharma Corp. (“we”, “us”, “Cardiome” or the “Company”) hereby invites its shareholders to deposit, for purchase and cancellation by the Company, common shares without par value of the Company pursuant to (i) auction tenders at prices specified by the depositing shareholders of not less than US$4.25 per share or more than US$5.10 per share or (ii) purchase price tenders in which depositing shareholders do not specify a price per share but, rather, agree to have their common shares purchased at the Purchase Price determined as set forth in Section 2 of this Offer to Purchase, “Purchase Price”, in either case on the terms and subject to the conditions set forth in this Offer to Purchase, the accompanying Issuer Bid Circular (the “Circular”) and the related Letter of Transmittal (which together constitute the “Offer”).

     The Offer commences on the date of this Offer to Purchase and will expire at 5:00 p.m. (Eastern time) or at such later time as we may determine on October 6, 2009 or such later date as we may determine (the “Expiration Date”).

     The Offer is not conditional upon any minimum number of common shares being deposited. The Offer is, however, subject to other conditions and we reserve the right, subject to applicable laws, to withdraw the Offer and not take up and pay for any common shares deposited under the Offer if the conditions are not satisfied. See Section 7 of this Offer to Purchase, “Conditions of the Offer”.

     Subject to the terms and conditions of the Offer including the conditions relating to pro-ration and conditional tenders, we will purchase at the Purchase Price all common shares properly deposited or deemed to be deposited for purchase (and not withdrawn) at or below the Purchase Price. The Purchase Price for common shares accepted for purchase under the Offer will be payable in cash (subject to applicable withholding taxes, if any). Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment.

     The Purchase Price will be denominated in U.S. dollars and all payments to shareholders under the Offer will be made in U.S. dollars.

     If the aggregate purchase price of all common shares deposited under the Offer exceeds US$27.5 million, it is possible that some of your common shares (or all of your common shares if you deposit your common shares to the Offer subject to the conditional tender provisions described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares”) will not be purchased even if they are deposited or deemed to be deposited at or below the Purchase Price (see Section 3 of the Offer to Purchase, “Number of Shares and Pro-ration”). We will return all common shares not purchased under the Offer, including common shares deposited pursuant to auction tenders at prices greater than the Purchase Price and common shares not purchased because of pro-ration or because the tendering shareholder’s minimum conditional tender conditions were not met, promptly after the Offer expires.

     The Offer is for common shares and not for options to acquire common shares. If you hold vested but unexercised stock options and wish to participate in the Offer, you may exercise the stock options in accordance with their terms and, upon the issuance of the underlying common shares, tender the underlying common shares to the Offer. Any such exercise must be completed sufficiently in advance of the Expiration Date to ensure that the underlying common shares are issued in sufficient time to be tendered to the Offer in accordance with the procedures described under Section 5 of this Offer to Purchase, “Procedure for Depositing Shares”. The exercise of an option cannot be revoked even if the common shares received upon exercise and tendered to the Offer are not accepted for any reason. In addition, holders of stock options who exercise options and then tender the underlying common shares to the Offer may suffer adverse tax consequences. The tax consequences of exercising or not exercising stock options are not described under Section 15 of the Circular, “Income Tax Considerations”. Option holders are urged to seek tax advice from their own tax advisors in this regard.

     Neither we, our board of directors or our officers, Oppenheimer & Co. (“Oppenheimer”) or Canaccord Capital Corporation (“Canaccord”), the dealer managers for the Offer (together, the “Dealer Managers”), nor Computershare

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Investor Services Inc., the depository for the Offer (the “Depository”), make any recommendation to any shareholder as to whether to deposit or refrain from depositing common shares under the Offer. You must make your own decision as to whether to deposit common shares under the Offer and, if so, how many common shares to deposit under the Offer and at what price or prices. You should consider carefully the income tax consequences of depositing common shares pursuant to the Offer. See Section 15 of the Circular, “Income Tax Considerations”.

     The accompanying Circular and the related Letter of Transmittal contain important information and should be read carefully before making a decision with respect to the Offer.

2. Purchase Price

     Promptly after the Offer expires, we will determine a single price per share that we will pay for common shares properly tendered to the Offer. The Purchase Price, which will not be less than US$4.25 per share or more than US$5.10 per share, will be determined on the basis of the number of common shares tendered to the Offer and, in the case of auction tenders, the prices specified by the depositing shareholders. The Purchase Price will be the lowest price between US$4.25 per share and US$5.10 per share that will enable us to purchase US$27.5 million of common shares (unless the Offer is undersubscribed, in which case the Purchase Price will be the price that enables us to purchase all common shares properly tendered to the Offer and not withdrawn). For the purpose of determining the Purchase Price, common shares deposited pursuant to purchase price tenders will be deemed to have been deposited at US$4.25 per share, the minimum price in the Offer.

     We will purchase all common shares acquired under the Offer at the same price, including common shares deposited or deemed to be deposited below the Purchase Price. We will not purchase common shares tendered pursuant to an auction tender if the price specified by the tendering shareholder is greater than the Purchase Price. Shareholders who wish to maximize the chances that their common shares will be purchased under the Offer should tender their common shares pursuant to a purchase price tender. A purchase price tender will have the same effect as if you tender your common shares pursuant to an auction tender at the minimum price of US$4.25 per share. Shareholders who deposit common shares without making a valid auction tender or purchase price tender will be deemed to have made a purchase price tender.

     We will publicly announce the Purchase Price promptly after the Offer expires. Upon and subject to the conditions of the Offer, including the conditions relating to pro-ration and the conditional tenders, we will, promptly following determination of the Purchase Price, purchase at the Purchase Price all common shares properly deposited or deemed to be deposited (and not withdrawn) at or below the Purchase Price.

3. Number of Shares and Pro-ration

     The number of common shares we purchase pursuant to the Offer will be determined by the Purchase Price and number of common shares tendered to the Offer. If the Purchase Price is determined to be US$4.25 per share, the maximum number of common shares purchased under the Offer will be 6,470,588 common shares. If the Purchase Price is determined to be US$5.10 per common share, the maximum number of common shares purchased under the Offer will be 5,392,157 common shares. As of August 31, 2009, we had 64,361,746 common shares issued and outstanding. Accordingly, the Offer is for approximately 10.1% of our issued and outstanding common shares if the Purchase Price is US$4.25 per share and approximately 8.4% of our issued and outstanding common share if the Purchase Price is US$5.10 per share.

     If the aggregate purchase price of all common shares properly deposited (and not withdrawn) before the Offer expires is less than or equal to US$27.5 million, we will, upon the terms and subject to the conditions of the Offer, purchase at the Purchase Price all common shares properly deposited under the Offer and not withdrawn.

     If the number of common shares properly deposited or deemed to be deposited for purchase at or below the Purchase Price (and not withdrawn) would result in an aggregate purchase price of more than US$27.5 million, it is possible that some of your common shares (or all of your common shares if you deposit your common shares to the Offer subject to the conditional tender provisions described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares”) will

8

not be purchased even if they are deposited or deemed to be deposited at or below the Purchase Price. In such circumstances, common shares tendered to the Offer will be purchased in the following priority:

• without pro-ration, all common shares deposited or deemed to be deposited for purchase at or below the Purchase Price by holders of “odd lots” of less than 100 common shares who have tendered all of their common shares to the Offer;

• on a pro rata basis, all other common shares deposited or deemed to be deposited for purchase at or below the Purchase Price (subject to the conditional tender provisions described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares” and adjustments to avoid the purchase of fractional shares); and

• by random lot, but only to the extent feasible, all common shares deposited or deemed to be deposited for purchase at or below the Purchase Price subject to the condition that a specified minimum number of such common shares be purchased as described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares” (and for whom such condition was not initially satisfied).

     For the purposes of the foregoing, an odd lot deposit is a deposit by a shareholder who owns less than 100 common shares as of the close of business on the Expiration Date and who (i) properly deposits all such common shares to the Offer at or below the Purchase Price and (ii) checks Box D, “Odd Lots” in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. As set forth above, odd lot deposits will be accepted for purchase before any pro-ration. This will provide holders of odd lots with the opportunity to sell common shares without incurring the brokerage commissions or odd lot discounts that they might otherwise incur if they were to sell common shares in transactions on the TSX or NASDAQ.

     To be eligible for purchase by random lot, shareholders who tender common shares to the Offer subject to the condition that a specified minimum number of such common shares be purchased must have tendered all of their common shares to the Offer.

     Should a shareholder decide to do so for any reason, including U.S. federal income tax reasons, the Letter of Transmittal and Notice of Guaranteed Delivery permit a shareholder to designate the order of priority in which common shares tendered to the Offer by such shareholder are to be purchased in the event of pro-ration.

4. Conditional Tender of Shares

     As described in Section 15 of the Circular, “Income Tax Considerations”, a shareholder subject to U.S. federal income tax laws may suffer adverse tax consequences if the number of common shares acquired from such shareholder falls below a certain threshold. As the number of common shares purchased from each shareholder (other than shareholders who tender common shares pursuant to an “odd lot” deposits) may be pro-rated to a number which is less than such threshold if the aggregate purchase price of all common shares deposited or deemed to be deposited at or below the Purchase Price (and not withdrawn) exceeds US$27.5 million, shareholders may elect to tender common shares to the Offer subject to the condition that we must purchase a specified minimum number of the common shares tendered by such shareholder if we purchase any of such common shares.

     It is the responsibility of the tendering shareholder to calculate the minimum number of common shares that must be purchased from a shareholder in order for the shareholder to obtain the desired tax result. Each shareholder subject to U.S. federal income tax rules should consult with his, her or its own tax advisor. No assurances can be provided that a conditional tender will achieve the intended U.S. federal income tax result in all cases. See Section 15 of the Circular, “Income Tax Considerations”.

     A shareholder desiring to make a conditional tender must complete Box C, “Conditional Tender” in the Letter of Transmittal and, if applicable, Notice of Guaranteed Delivery. In order to properly complete Box C, “Conditional Tender” in the Letter of Transmittal or Notice of Guaranteed Delivery, as the case may be, a shareholder must (i) indicate that such shareholder is making a conditional tender and (ii) specify the minimum number of common shares required to be purchased from such shareholder under the Offer. If the effect of accepting tenders on a pro rata basis would be to reduce the number of common shares to be purchased from such shareholder to a number which is below the

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minimum number so specified, the conditional tender will automatically be regarded as withdrawn (except as provided in the next paragraph). All common shares withdrawn and not reinstated in accordance with the next paragraph will be returned to the tendering shareholder promptly after the Offer expires.

     If the withdrawal of conditional tenders that would otherwise be regarded as withdrawn because of pro-ration would cause the aggregate purchase price of common shares purchased under the Offer to fall below US$27.5 million, then we will, to the extent feasible, select by random lot a sufficient number of common shares tendered pursuant to conditional tenders that would otherwise have been withdrawn to permit us to purchase, in the aggregate, US$27.5 million of common shares. If we purchase common shares by random lot, we will limit our purchase in each case to the minimum number of common shares specified by the tendering shareholder. To be eligible for purchase by random lot, shareholders who tender common shares to the Offer subject to the condition that a specified minimum number of such common shares be purchased must have tendered all of their common shares to the Offer.

5. Procedure for Depositing Shares

     Proper Deposit of Shares

     The following is a summary of the steps shareholders must take in order to tender common shares to the Offer. If you wish to tender common shares to the Offer, you must do one of the following:

(a)	deliver the certificate representing your common shares in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy) with signature guarantees, if required as described under “ – Signature Guarantees” below, and any other documents required by the Letter of Transmittal, to the Depository at one of the addresses listed in the Letter of Transmittal before the Offer expires;
(b)	if you cannot deliver the required documents to the Depository before the Offer expires, follow the guaranteed delivery procedures described under “ – Guaranteed Delivery” below; or
(c)	if your common shares are held in the book-entry system, deposit your common shares in accordance with the procedures described under “ – Book Entry Transfer Procedures” below before the Offer expires.

     A shareholder who wishes to deposit common shares under the Offer and whose certificate is registered in the name of an investment dealer, stockbroker, bank, trust company or other nominee should immediately contact such nominee in order to take the necessary steps to be able to deposit such common shares under the Offer. Participants in either CDS Clearing and Depository Services Inc. (“CDS”) or the Depository Trust Company (“DTC”) should contact such depository with respect to the deposit of common shares under the Offer.

     Signature Guarantees

     No signature guarantee is required on the Letter of Transmittal if either (i) the Letter of Transmittal is signed by the registered holder of the tendered common shares exactly as the name of the registered holder appears on the share certificate deposited therewith and payment and delivery are to be made directly to such registered holder or (ii) common shares are deposited for the account of a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP) (each such entity, an “Eligible Institution”). Members of the programs specified in clause (ii) above are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the Financial Industry Regulatory Authority, or banks and trust companies in the United States.

     In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 1 in the Letter of Transmittal. If a certificate representing common shares is registered in the name of a person other than the signatory to a Letter of Transmittal, or if payment is to be made, or certificates representing common shares not purchased or deposited are to be issued, to a person other than the registered holder, the certificate must be endorsed or accompanied by an appropriate stock power signed exactly as the name of the registered holder

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appears on the certificate with the signature on the certificate or stock power signature guaranteed by an Eligible Institution. An ownership declaration, which can be obtained from the Depository, must also be completed and delivered to the Depository.

     Guaranteed Delivery

     If a shareholder wishes to deposit common shares pursuant to the Offer but cannot deliver share certificates or other required documents to the Depository before the Offer expires, such common shares may nevertheless be deposited if all of the following conditions are met:

(a)	the deposit is made by or through an Eligible Institution;
(b)	a properly completed and duly executed Notice of Guaranteed Delivery (substantially in the form provided by the Company through the Depository) is received by the Depository, at its office listed in the Notice of Guaranteed Delivery, before the Offer expires; and
(c)	the share certificates for all deposited common shares in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy) with signatures guaranteed, if required as described under “ – Signature Guarantees” above, and any other documents required by the Letter of Transmittal, are received by the Depository at one of the offices of the Depository listed in the Letter of Transmittal by no later than 5:00 p.m. (Eastern time) on the third trading day on the TSX and NASDAQ after the Offer expires.

     The Notice of Guaranteed Delivery may be hand delivered, couriered, mailed or transmitted by facsimile transmission to the office of the Depository listed in the Notice of Guaranteed Delivery, and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

     Notwithstanding any other provision hereof, payment for common shares deposited and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depository of the certificate or certificates for such common shares, a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy) with signatures guaranteed, if required as described under “ – Signature Guarantees” above, and any other documents required by the Letter of Transmittal.

     The tender information specified in a Notice of Guaranteed Delivery by a person completing such Notice of Guaranteed Delivery will, in all circumstances, take precedence over the tender information that is specified in the related Letter of Transmittal that is subsequently deposited.

     Book-Entry Transfer Procedures

     CDS Clearing and Depository Services Inc.

     The Depository will establish an account with CDS for purposes of the Offer. Any financial institution that is a participant in CDS may make book-entry delivery of common shares by causing CDS to transfer such common shares into such CDS account in accordance with the procedures established by CDS for such transfer. Delivery of common shares to the Depository by means of a book-based transfer will constitute a valid tender under the Offer. The term “Book-Entry Confirmation” means a confirmation of a book-entry transfer of common shares into the CDS account established by the Depository for the purchase of common shares under the Offer.

     Shareholders may accept the Offer by following the procedures for a book-entry transfer established by CDS provided that a Book-Entry Confirmation through CDS’s book-based system for electronic deposits, known as CDSX, is received by the Depository at its office in Toronto, Ontario before the Offer expires. Shareholders who, through their respective CDS participants, utilize CDSX to accept the Offer through a book-based transfer of common shares into the CDS account established by the Depository for the purchase of common shares under the Offer will be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and such instructions received by

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the Depository are therefore considered a valid tender in accordance with the terms of the Offer. Delivery of documents to CDS does not constitute delivery to the Depository.

     Depository Trust Company

     The Depository will establish an account with DTC for purposes of the Offer within two business days after the date of this Offer to Purchase. Any financial institution that is a participant in DTC may make book-entry delivery of common shares tendered to the Offer by causing DTC to transfer such common shares into such DTC account in accordance with the procedures established by DTC for such transfer. Delivery of common shares to the Depository by means of a book-based transfer will constitute a valid tender under the Offer. The term “Agent’s Message” means a message, transmitted by DTC to and received by the Depository and forming a part of the book-entry confirmation, which states that DTC has received and agrees to be bound by the Letter of Transmittal and that we may enforce such Letter of Transmittal against the applicable DTC participant.

     Although delivery of common shares may be effected under the Offer through book-entry transfer into the DTC account established by the Depository for the purchase of common shares under the Offer, the Letter of Transmittal (or a manually signed facsimile) with signatures guaranteed, if required as described under “ – Signature Guarantees” above, or an Agent’s Message in lieu of the Letter of Transmittal, and any other required documents must, in any case, be transmitted to and received by the Depository at one or more of its addresses set forth on the last page of this Offer to Purchase before the Offer expires. Delivery of documents to DTC does not constitute delivery to the Depository.

     Shareholders who are tendering by book-entry system to the DTC account established by the Depository for the purchase of common shares under the Offer may execute their tender through DTC’s Automated Tender Offer Program (“ATOP”) by transmitting their acceptance to DTC in accordance with the ATOP procedures established by DTC. DTC will then verify the acceptance, execute a book-entry delivery to the DTC account established by the Depository for purchase of the Offer and send an Agent’s Message to the Depository. Delivery of the Agent’s Message by DTC will satisfy the terms of the Offer in lieu of execution and delivery of a Letter of Transmittal by the DTC participant identified in the Agent’s Message. Accordingly, the Letter of Transmittal need not be completed by a shareholder tendering through ATOP.

     Type of Tenders

     In accordance with the instructions in the Letter of Transmittal or Agent’s Message delivered in lieu thereof and, if applicable, the Notice of Guaranteed Delivery:

(a)	each shareholder desiring to deposit common shares pursuant to the Offer must indicate in the appropriate box in Box A, “Type of Tender” whether the shareholder is tendering common shares pursuant to an auction tender or a purchase price tender; and
(b)	each shareholder desiring to tender common shares pursuant to an auction tender must further indicate in the appropriate box in Box B, “Auction Tender” the price at which such common shares are being deposited.

     In the case of both (a) and (b) above, only one box may be checked. If a shareholder desires to deposit some of the common shares to be tendered by such shareholder pursuant to an auction tender and the balance of the common shares to be tendered by such shareholder pursuant to a purchase price tender, such shareholder must complete a separate Letter of Transmittal or Agent’s Message delivered in lieu thereof and, if applicable, a separate Notice of Guaranteed Delivery for each such deposit. If a shareholder desires to deposit common shares pursuant to an auction tender at more than one price, such shareholder must complete a separate Letter of Transmittal or Agent’s Message delivered in lieu thereof and, if applicable, a separate Notice of Guaranteed Delivery for each such price.

     Odd Lots

     In order to qualify for the preferential treatment available to holders of odd lots who deposit or are deemed to deposit common shares at or below the Purchase Price as set forth in Section 3 of the Offer to Purchase, “Number of Shares and Pro-ration”, the holder of an odd lot must (i) properly tender to the Offer all of the common shares held by

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such shareholder at the close of business on the Expiration Date and (ii) check Box D, “Odd Lots” in either the Letter of Transmittal or the Agent’s Message delivered in lieu thereof and, if applicable, the Notice of Guaranteed Delivery.

     Method of Delivery

     The method of delivery of certificates representing common shares and all other required documents is at the option and risk of the depositing shareholder. If certificates representing common shares are to be sent by mail, we recommend that such certificates and other documents be sent, properly insured, by registered mail with return receipt requested, properly insured, and that you mail such certificates and other documents sufficiently in advance of the Expiration Date to permit delivery to the Depository on or prior to such date. Delivery of a certificate representing common shares will be made only upon actual receipt of such share certificate representing common shares by the Depository.

     Determination of Validity, Rejection and Notice of Defect

     All questions as to the number of common shares to be accepted for purchase, the price to be paid therefor, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any deposit of common shares will be determined by us, in our sole discretion, which determination shall be final and binding on all parties. We reserve the absolute right to reject any deposits of common shares determined by us not to be in proper form or completed in accordance with the instructions herein and in the Letter of Transmittal or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the deposit of any particular common shares and our interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No individual deposit of common shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with deposits must be cured within such time as we shall determine. Neither we, nor the Dealer Managers, the Depository or any other person, are or will be obligated to give notice of defects or irregularities in deposits, nor shall any of them incur any liability for failure to give any such notice. Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Notice of Guaranteed Delivery) will be final and binding.

     Under no circumstances will we be required to pay interest by reason of any delay in payment including delays arising because common shares to be delivered pursuant to the guaranteed delivery procedures are not so delivered to the Depository and, as a consequence, payment by the Depository on account of such common shares is not made to the tendering shareholder until after the date we are required to pay for the deposited common shares accepted for payment pursuant to the Offer.

     Formation of Agreement

     The proper deposit of common shares pursuant to any one of the procedures described above will constitute a binding agreement between the depositing shareholder and the Company, effective as of the expiry of the Offer, upon the terms and subject to the conditions of the Offer.

     Prohibition on “Short” Tenders

     It is a violation of Section 14(e) of the Exchange Act and Rule 14e-4 promulgated thereunder for a person, directly or indirectly, to deposit common shares for a person’s own account unless, at the time of the deposit and at the end of the probation period or period during which common shares are accepted by lot (including any extensions thereof), such person (i) has a “net long position” equal to or greater than the amount of (x) the common shares deposited or (y) other securities immediately convertible into, exercisable for, or exchangeable for the amount of the common shares deposited and upon acceptance of such person’s deposit, will acquire such common shares for deposit by conversion, exercise or exchange of such other securities and (ii) will deliver or cause such common shares to be delivered in accordance with the terms of the Offer. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to the deposit or guarantee of deposit on behalf of another person. The deposit of common shares with us pursuant to any procedures described herein will constitute a representation by the depositing shareholder that (i) such shareholder has a “net long position” in the common shares being deposited or equivalent securities at least equal to the common shares being deposited within the meaning of Rule 14e-4 and (ii) the deposit of such common shares complies with Rule 14e-4.

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6. Withdrawal Rights

     Except as otherwise provided in this Section 6, deposits of common shares pursuant to the Offer will be irrevocable. Common shares deposited pursuant to the Offer may be withdrawn by a shareholder:

(a)	at any time before the Offer expires;
(b)	at any time before we take up the common shares deposited by such shareholder;
(c)	at any time within ten business days after we file a notice of change or notice of variation (other than a notice of change or variation that consists solely of (i) an increase in the consideration offered for the common shares under the Offer where the time for deposit is not extended for more than ten business days or (ii) the waiver of a condition of the Offer); or
(d)	if we do not pay for the common shares deposited by such shareholder within three business days after we take such common shares up.

     In each case, a written notice of withdrawal must actually be received by the Depository at the place of deposit of the relevant common shares for a withdrawal to be effective. Any such notice of withdrawal must (i) be signed by or on behalf of the person who signed the Letter of Transmittal in respect of the common shares being withdrawn (or, in the case of common shares tendered by a CDS participant through CDSX or a DTC participant through ATOP, by such participant in the same manner as the name of such participant is listed on the applicable Book-Entry Confirmation or Agent’s Message, as the case may be) and (ii) specify the name of the person who deposited the common shares to be withdrawn, the name of the registered holder, if different from that of the person who deposited such common shares, and the number of common shares to be withdrawn. If the certificates for the common shares deposited pursuant to the Offer have been delivered or otherwise identified to the Depository, then, prior to the release of such certificates, the depositing shareholder must submit the serial numbers shown on the particular certificates evidencing the common shares to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of common shares deposited by an Eligible Institution). A withdrawal of common shares deposited pursuant to the Offer may be accomplished only in accordance with the foregoing procedure. The withdrawal shall take effect only upon actual receipt by the Depository of a properly completed and executed written notice of withdrawal.

     A shareholder who wishes to withdraw common shares from the Offer and whose certificate is registered in the name of an investment dealer, stockbroker, bank, trust company or other nominee should immediately contact such nominee in order to take the steps necessary to withdraw such common shares from the Offer. Participants in CDS and DTC should contact those depositories with respect to the withdrawal of common shares from the Offer.

     We will determine all questions as to the form and validity (including time of receipt) of notices of withdrawal in our sole discretion, which determination shall be final and binding. Neither we, nor the Dealer Managers, the Depository or any other person, shall be obligated to give any notice of any defects or irregularities in any notice of withdrawal and none of them shall incur any liability for failure to give any such notice.

     Withdrawals of common shares may not be rescinded. Unless re-deposited before the Offer expires in accordance with the procedures set forth in Section 5 of the Offer to Purchase, “Procedure for Depositing Shares”, common shares properly withdrawn will thereafter be deemed not deposited for purposes of the Offer.

     If we extend the Offer, are delayed in our purchase of common shares or are unable to purchase common shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depository may, subject to applicable law, retain on our behalf all deposited common shares. Such retention is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the common shares tendered promptly after termination or withdrawal of the Offer. In the event of such retention, such common shares may not be withdrawn except to the extent that depositing shareholders are otherwise entitled to withdrawal such common shares as described in this Section 6.

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7. Conditions of the Offer

     Notwithstanding any other provision of the Offer, we shall not be required to accept for purchase, to purchase or to pay for any common shares deposited, and may terminate or cancel the Offer or may postpone the payment for common shares deposited, if, at any time before the payment for any such common shares, any of the following events shall have occurred (or shall have been determined by us to have occurred) which, in our sole judgment, acting reasonably, in any such case, makes it inadvisable to proceed with the Offer or with such acceptance for purchase or payment:

(a) there shall have been threatened, taken or pending any action or proceeding by any government or governmental authority or regulatory or administrative agency in any jurisdiction, or by any other person in any jurisdiction, before any court or governmental authority or regulatory or administrative agency in any jurisdiction:

(i)	challenging or seeking to cease trade, make illegal, delay or otherwise directly or indirectly restrain or prohibit the making of the Offer, the acceptance by us for payment of some or all of the common shares tendered to the Offer or otherwise directly or indirectly relating in any manner to or affecting the Offer; or
(ii)	that otherwise, in our sole judgment, acting reasonably, has or may have a material adverse effect on our common shares or our business, income, assets, liabilities, condition (financial or otherwise), properties, operations, results of operations or prospects, on a consolidated basis, or has impaired or may materially impair the contemplated benefits to us of the Offer;

(b)

there shall have been any action or proceeding threatened, pending or taken or approval withheld or any statute, rule, regulation, stay, decree, judgment or order or injunction proposed, sought, enacted, enforced, promulgated, amended, issued or deemed applicable to the Offer or us, or any of our subsidiaries, by any court, government or governmental authority or regulatory or administrative agency in any jurisdiction that, in our sole judgment, acting reasonably, might directly or indirectly result in any of the consequences referred to in clauses (i) or (ii) of paragraph (a) above or would or might prohibit, prevent, restrict or delay consummation of or materially impair the contemplated benefits to us of the Company;

(c)

there shall have occurred:

(i)	any general suspension of trading in, or limitation on prices for, securities on any securities exchange or in the over-the-counter market in Canada or the United States;
(ii)	the declaration of a banking moratorium or any suspension of payments in respect of banks in Canada or the United States (whether or not mandatory);
(iii)	the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving Canada or the United States;
(iv)	any limitation by any government or governmental authority or regulatory or administrative agency or any other event that, in our sole judgment, acting reasonably, might affect the extension of credit by banks or other lending institutions;
(v)	any decrease in the market price of our common shares by a significant amount (including, without limitation, an amount greater than 10%) since the close of business on August 25, 2009;
(vi)	any change in the general political, market, economic or financial conditions that has or may have a material adverse effect on our business, operations or prospects or the trading in, or value of, our common shares; or
(vii)	any decline in any of the S&P/TSX Composite Index, the Dow Jones Industrial Average or the S&P 500 by an amount in excess of 10%, measured from the close of business on August 25, 2009;

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(d)	there shall have occurred any change or changes (or any development involving any prospective change or changes) in our business, assets, liabilities, properties, condition (financial or otherwise), operations, results of operations or prospects, on a consolidated basis, that, in our sole judgment, acting reasonably, has or may have material adverse significance to us or our subsidiaries taken as a whole;
(e)	any take-over bid or tender or exchange offer with respect to some or all of our securities, or any merger, business combination or acquisition proposal, disposition of assets, or other similar transaction with or involving us or any of our affiliates, other than the Offer, shall have been proposed, announced or made by any individual or entity;
(f)	we shall have determined, in our sole judgment, that the Purchase Price exceeds the fair market value of one common share as of the Expiration Date, determined without reference to the Offer;
(g)	we shall have concluded, in our sole judgment, acting reasonably, that necessary exemptions under applicable securities legislation in Canada, including exemptions from the proportional take up requirements and the obligation to take up common shares in the event the Offer is extended, are not available to us for the Offer or, if required under any such legislation, we shall not have received the necessary exemptions from or waivers of the appropriate courts or Canadian securities regulatory authorities in respect of the Offer;
(h)	any changes shall have occurred or been proposed to the Income Tax Act (Canada), the regulations to the Income Tax Act (Canada) or the Internal Revenue Code (United States) or to the publicly available administrative policies or assessing practices of the Canada Revenue Agency or the Internal Revenue Service that, in our sole judgment, acting reasonably, are detrimental to us or any of our shareholders;
(i)	we shall have determined, in our sole judgment, acting reasonably, that we would be subject to Part VI.1 tax under the Income Tax Act (Canada) in connection with the Offer; or
(j)	we shall have concluded that the purchase of common shares pursuant to the Offer will constitute a “Rule 13e-3 transaction”, as such term is defined in Rule 13e-3 under the Exchange Act.

     The foregoing conditions are for our sole benefit and we may assert such conditions, acting reasonably, regardless of the circumstances, except with respect to any of our own action or inaction, or we may waive such conditions, in whole or in part, at any time before the Offer expires, provided that any condition waived in whole or in part will be waived with respect to all common shares tendered to the Offer. Any failure by us at any time to exercise our rights under any of the foregoing conditions shall not be deemed a waiver of any such right. The waiver of any such right with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances. We confirm that if we fail to exercise or waive a condition of the Offer, we may be required, depending on the materiality of such failure or waiver and the number of days remaining in the Offer, to extend the Offer and circulate new disclosure to holders of our common shares. Any determination by us concerning the events described in this Section 7 shall be final and binding on all parties, except as otherwise finally determined in a subsequent judicial proceeding or as required by law.

     Any waiver of a condition or the withdrawal of the Offer by us shall be deemed to be effective on the date on which we deliver notice of such waiver or withdrawal, or otherwise communicate such waiver or withdrawal, to the Depository. After giving notice to the Depository of any waiver of a condition or the withdrawal of the Offer, we shall immediately make a public announcement of such waiver or withdrawal and provide or cause to be provided notice of such waiver or withdrawal to the TSX, NASDAQ and the applicable Canadian and U.S. securities regulatory authorities. If the Offer is withdrawn, we shall not be obligated to take up, accept for purchase or pay for any common shares deposited under the Offer, and the Depository will return all certificates for deposited common shares, Letters of Transmittal and Notices of Guaranteed Delivery and any related documents to the parties by whom they were deposited.

8. Extension and Variation of the Offer

     Subject to applicable law, we expressly reserve the right, in our sole discretion, and regardless of whether or not any of the conditions specified in Section 7 of this Offer to Purchase, “Conditions of the Offer” shall have occurred, at any

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time or from time to time, to extend the period of time during which the Offer is open or to vary the terms and conditions of the Offer by giving written notice, or oral notice to be confirmed in writing, of such extension or variation to the Depository and by causing the Depository to provide to all shareholders, where required by law, as soon as practicable thereafter, a copy of the notice in the manner set forth in Section 12 of this Offer to Purchase, “Notice”. Promptly after giving notice of an extension or variation to the Depository, we will make a public announcement of the extension or variation (such announcement, in the case of an extension, to be issued no later than 9:00 a.m. (Eastern time), on the next business day after the last previously scheduled or announced Expiration Date) and provide or cause to be provided notice of such extension or variation to the TSX, NASDAQ and the applicable Canadian and U.S. securities regulatory authorities. Any notice of extension or variation will be deemed to have been given and be effective on the day on which we deliver or otherwise communicate such notice of extension or variation to the Depository at its principal office in Toronto, Ontario.

     Where the terms of the Offer are varied (other than a variation consisting solely of (i) an increase in the cash consideration offered for the common shares under the Offer where the time for deposit is not extended for more than ten business days or (ii) the waiver of a condition of the Offer), the period during which common shares may be deposited under the Offer shall not expire before ten business days after the notice of variation has been mailed, delivered or otherwise properly communicated to shareholders unless otherwise permitted by applicable law. During any such extension or in the event of any variation, all common shares previously deposited and not taken up or withdrawn will remain subject to the Offer and may be accepted for purchase by us in accordance with the terms of the Offer, subject to Section 6 of this Offer to Purchase, “Withdrawal Rights”. An extension of the Expiration Date or a variation of the Offer does not constitute a waiver by us of our rights in Section 7 of this Offer to Purchase, “Conditions of the Offer”.

     We have filed an exemptive relief application with securities regulatory authorities in Canada to permit us to extend the Offer, in circumstances in which all of the terms and conditions of the Offer have either been satisfied or waived by us, without first taking up common shares which have been deposited (and not withdrawn) before the Offer was previously scheduled to expire. If such regulatory relief is not obtained, we will not be permitted to extend the Offer in the event the Offer is undersubscribed on the original Expiration Date.

     We expressly reserve the right, in our sole discretion, to terminate the Offer and not take up and pay for any common shares not theretofore taken up and paid for upon the occurrence of any of the events specified in Section 7 of this Offer to Purchase, “Conditions of the Offer”. We also expressly reserve the right, in our sole discretion at any time or from time to time, to amend the Offer in any respect, including increasing or decreasing the aggregate amount we are willing to pay for common shares or the range of prices we may pay pursuant to the Offer, subject to compliance with applicable Canadian and U.S. securities legislation.

     Any such extension, delay, termination or amendment will be followed as promptly as practicable by a public announcement. Without limiting the manner in which we may choose to make any public announcement, except as provided by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through our usual news wire service.

     If we make a material change in the terms of the Offer or the information concerning the Offer, we will extend the time during which the Offer is open to the extent required under applicable Canadian and U.S. securities legislation.

9. Taking Up and Payment for Deposited Shares

     Subject to the terms and conditions of the Offer (as the same may be amended), including conditions relating to pro-ration and conditional tenders, and subject to and in accordance with applicable Canadian and U.S. securities laws, we will take up and pay for all common shares properly deposited or deemed to be deposited for purchase (and not withdrawn) at or below the Purchase Price promptly after the Offer expires.

     We reserve the right, in our sole discretion, to delay taking up or paying for any common shares or to terminate the Offer and not take up or pay for any common shares upon the occurrence of any of the events specified in Section 7 of this Offer to Purchase, “Conditions of the Offer” by giving written notice or other communication confirmed in writing to the Depository. We also reserve the right, in our sole discretion and notwithstanding any other condition of the Offer, to delay taking up and paying for common shares in order to comply, in whole or in part, with any applicable law.

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     In the event of pro-ration of common shares deposited pursuant to the Offer as set forth in Section 3 of the Offer to Purchase, “Number of Shares and Pro-ration”, we will determine the number of common shares to be purchased from each shareholder who has deposited common shares under the Offer and pay for such common shares promptly after the Offer expires. However, we do not expect to be able to complete such determination or to commence payment for such common shares until the third business day after the Offer expires.

     Certificates for all common shares not purchased, including common shares deposited pursuant to auction tenders at prices in excess of the Purchase Price and common shares not purchased due to pro-ration or because the tendering shareholder’s minimum conditional tender conditions were not met, will be (i) returned, in cases where none of the common shares represented by a certificate were purchased, or (ii) replaced with new certificates representing the balance of common shares not purchased, in cases where less than all of the common shares represented by a certificate were purchased, in each case promptly after the Offer expires or is terminated. Share certificates returned or otherwise delivered to shareholders under the Offer will in each case be delivered without expense to the depositing shareholder.

     We will pay for common shares taken up under the Offer by providing the Depository with sufficient funds for transmittal to depositing shareholders. Under no circumstances will interest accrue or be paid by us or the Depository in respect of the Purchase Price for common shares purchased by us under the Offer, regardless of any delay in making such payment or otherwise. Depositing shareholders will not be obligated to pay brokerage fees or commissions to us, the Dealer Managers or the Depository. However, shareholders are cautioned to consult with their own brokers or other intermediaries to determine whether any fees or commissions are payable to their brokers or other intermediaries in connection with a deposit of common shares pursuant to the Offer. We will pay all fees and expenses of the Dealer Managers and the Depository in connection with the Offer.

     The Depository will act as agent of persons who have properly deposited common shares in acceptance of the Offer and have not withdrawn them for the purposes of receiving payment from us and transmitting payment to such persons. Receipt by the Depository of payment for such common shares will be deemed to constitute receipt of payment by persons depositing common shares.

     The Depository will effect settlement for common shares purchased under the Offer by forwarding a cheque, payable in U.S. dollars, representing the cash payment for such common shares to the tendering shareholder. The cheque will be issued in the name of (i) the person signing the Letter of Transmittal or (ii) such other person as the person signing the Letter of Transmittal may specify by properly completing Box E, “Special Payment Instructions” in such Letter of Transmittal. Unless the depositing shareholder instructs the Depository to hold the cheque for pick-up by checking Box G, “Hold For Pick-Up” in the Letter of Transmittal, the cheque will be forwarded by first class mail, postage prepaid, to the payee at the address specified in the Letter of Transmittal. If no such address is specified, the cheque will be sent to the address of the depositing shareholder as it appears in the registers maintained in respect of our common shares. Cheques mailed in accordance with this paragraph will be deemed to have been delivered at the time of mailing.

10. Payment in the Event of Mail Service Interruption

     Notwithstanding the provisions of the Offer, cheques required to be delivered in payment for common shares purchased under the Offer and certificates representing common shares required to be returned will not be mailed if we determine that delivery by mail may be delayed. Persons entitled to cheques or certificates that are not mailed for this reason may take delivery at the office of the Depository at which the deposited certificates for the common shares were delivered until we have determined that delivery by mail will no longer be delayed. We will provide notice, in accordance with Section 12 of this Offer to Purchase, “Notice”, of any determination not to mail under this Section 10 as soon as reasonably practicable after such determination is made.

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11. Liens and Dividends

     Common shares acquired pursuant to the Offer shall be acquired by us free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, provided that any dividends or distributions that may be paid, issued, distributed, made or transferred on or in respect of such common shares to shareholders of record on or prior to the date upon which the common shares are taken up and paid for under the Offer shall be for the account of such shareholders. Each shareholder of record on that date will be entitled to receive that dividend, whether or not such shareholder deposits common shares pursuant to the Offer.

12. Notice

     Without limiting any other lawful means of giving notice, any notice to be given by us or the Depository under the Offer will be deemed to have been properly given if it is mailed by first-class mail, postage prepaid, to the registered holders of common shares at their respective addresses as shown on the share registers maintained in respect of our common shares and will be deemed to have been received on the first business day following the date of mailing. These provisions apply despite (i) any accidental omission to give notice to any one or more shareholders and (ii) any interruption of mail service in Canada or the United States following mailing. In the event of an interruption of mail service following mailing, we will use reasonable efforts to disseminate the notice by other means, such as publication. If post offices in Canada or the United States are not open for deposit of mail, or there is reason to believe there is or could be a disruption in all or any part of the postal service, any notice which we or the Depository may give or cause to be given under the Offer will be deemed to have been properly given and to have been received by shareholders if it is issued by way of a news release and if it is published once in the National Post or The Globe and Mail, in a French language daily newspaper of general circulation in Montreal and in The Wall Street Journal.

13. Other Terms

     No broker, dealer or other person has been authorized to give any information or to make any representation on our behalf other than as contained in the Offer, and, if any such information or representation is given or made, it must not be relied upon as having been authorized by us.

     It is a term of the Offer that, for purposes of subsection 191(4) of the Income Tax Act (Canada), the “specified amount” in respect of each common share purchased under the Offer shall be the closing price of the common shares on the TSX on the Expiration Date.

     Shareholders should consider carefully the income tax consequences of accepting the Offer. See Section 15 of the Circular, “Income Tax Considerations”.

     The Offer and all contracts resulting from the acceptance thereof shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

     We, in our sole discretion, shall be entitled to make a final and binding determination of all questions relating to the interpretation of the Offer, the validity of any acceptance of the Offer and the validity of any withdrawals of common shares. The Offer is not being made to, and deposits of common shares will not be accepted from or on behalf of, shareholders residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. We may, in our sole discretion, take such action as we may deem necessary to make the Offer in any such jurisdiction and extend the Offer to shareholders in any such jurisdiction.

     This Offer to Purchase, together with the accompanying Circular and the documents incorporated by reference herein, constitutes the issuer bid circular required under Canadian securities legislation and the tender offer information required to be delivered to security holders under U.S. securities legislation applicable to us with respect to the Offer.

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     The accompanying Circular and Letter of Transmittal contain additional information relating to the Offer. We urge you to read the Circular and the related Letter of Transmittal.

CARDIOME PHARMA CORP.
 

/s/  Douglas G. Janzen
Chief Executive Officer and President

DATED this 1^st day of September 2009,
at Vancouver, British Columbia.

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CIRCULAR

     This Circular is being furnished in connection with our offer to purchase for cash up to US$27.5 million of our issued and outstanding common shares at a Purchase Price of not less than US$4.25 per share and not more than US$5.10 per share. Terms defined in the Offer to Purchase and not otherwise defined herein have the same meaning in this Circular. The terms and conditions of the Offer to Purchase and related Letter of Transmittal are incorporated into and form part of this Circular. Reference is made to the Offer to Purchase for details of the terms and conditions of the Offer.

1. Cardiome Pharma Corp.

     Corporate Structure

     We were incorporated under the Company Act (British Columbia) on December 12, 1986 under the name Nortran Resources Ltd. In June 1992, we changed the focus of our business from mining exploration to drug research and development and changed our name to Nortran Pharmaceuticals Inc. In June 2001, we changed our name to Cardiome Pharma Corp. On March 8, 2002, we continued under the Canada Business Corporations Act and effected a four-to-one share consolidation. On May 14, 2003, we amended our articles to create a class of preferred shares, issuable in series and to create special rights and restrictions for our common shares and our preferred shares. On July 24, 2008, we amended our articles to create the series A preferred shares (the “Series A Preferred Shares”).

     We have five wholly-owned subsidiaries, Rhythm-Search Developments Ltd. (British Columbia), Cardiome, Inc. (Delaware), Artesian Therapeutics Inc. (Delaware), Cardiome Development AG (Switzerland) and Cardiome UK Limited (United Kingdom). Our wholly-owned subsidiary Cardiome Research and Development (Barbados), Inc. (Barbados) was continued into Canada under the Canada Business Corporations Act on February 28, 2009 and was amalgamated with Cardiome Pharma Corp. on March 1, 2009.

     Our head office and principal place of business is located at 6190 Agronomy Road, 6th Floor, Vancouver, British Columbia, Canada, V6T 1Z3. The address and the contact numbers of our registered office are follows: P.O. Box 10424, Pacific Centre, Suite 1300, 777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y 1K2 (telephone number: (604) 643-7100 and fax number: (604) 643-7900).

     Three Year History

     Over the past three years we have continued our focus of developing drugs to treat or prevent cardiovascular diseases. Our current efforts are focused on two programs for the treatment of atrial fibrillation, a Phase 1 program for GED-aPC, an engineered analog of human activated protein C, and a pre-clinical program directed at improving cardiovascular function. Atrial fibrillation is an arrhythmia, or abnormal rhythm, of the upper chambers of the heart. The disease manifests itself as an abnormal heart rhythm as a result of irregular electrical impulses within the atria.

     Vernakalant (iv)

     In March 2006, our co-development partner Astellas Pharma US, Inc. (“Astellas”) filed a new drug application (an “NDA”) for vernakalant (iv) with the U.S. Food and Drug Administration (the “FDA”). In May 2006, Astellas received a “refusal to file” letter from the FDA in respect of the NDA for vernakalant (iv) originally filed in March 2006. In December 2006, Astellas re-submitted the NDA for vernakalant (iv) to the FDA, seeking approval to market vernakalant (iv) for the conversion of atrial fibrillation to normal heart rhythm. The NDA for vernakalant (iv) was re-submitted to the FDA after a comprehensive and thorough review of the vernakalant (iv) NDA documents and associated databases by Cardiome, Astellas and external consultants. The re-submitted NDA for vernakalant (iv) included additional safety data from both the then on-going Phase 3 trial of vernakalant (iv) evaluating patients with post-operative atrial arrhythmia (“ACT 2”) and the open-label safety study of vernakalant (iv) in patients with atrial fibrillation. The NDA for vernakalant (iv) was accepted for review by the FDA in February 2007.

     In May 2007, Astellas Pharma Canada, Inc. (“Astellas Canada”), an affiliate of Astellas, filed a new drug submission with the Therapeutic Products Directorate of Health Canada (the “TPD”) seeking Canadian approval to

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market vernakalant (iv). This new drug submission was withdrawn by Astellas Canada in October 2008. Astellas intends to revisit the TPD new drug submission following resolution of the FDA process.

     In June 2007, we and Astellas announced positive results from the ACT 2 clinical trial of vernakalant (iv) evaluating patients with post-operative atrial arrhythmia.

     In August 2007, we announced that the FDA had requested that we, together with Astellas, participate in a panel review to be conducted by the Cardiovascular and Renal Drugs Advisory Committee of the FDA in December 2007. In preparation for the panel, and at the request of the FDA, Astellas agreed to file additional information including final safety and efficacy data from the ACT 2 clinical trial for vernakalant (iv), which was ongoing at the time of the original NDA submission for vernakalant (iv). As a result of this amendment to the NDA for vernakalant (iv), the FDA indicated that the action date under the U.S. Prescription Drug User Fee Act (the “PDUFA”) was extended by three months to January 19, 2008. In December 2007, the Cardiovascular and Renal Drugs Advisory Committee recommended that the FDA approve vernakalant (iv) for rapid conversion of atrial fibrillation to normal heart rhythm. In January 2008, we announced that Astellas was informed by the FDA that a decision had not yet been made regarding the NDA for vernakalant (iv). The FDA did not provide an action letter prior to the PDUFA date of January 19, 2008. On August 11, 2008, we announced that Astellas received an action letter from the FDA, informing Astellas that the FDA had completed its review of the NDA for vernakalant (iv) and that the application is approvable. At the request of the FDA, we participated, together with Astellas, in an end of review meeting with the FDA, in respect of the NDA for vernakalant (iv), on November 14, 2008. On August 10, 2009, we announced that Astellas will undertake a single confirmatory additional Phase 3 clinical trial of vernakalant (iv), to be called the ACT 5 trial, that is expected to begin enrolling patients by the end of 2009, with completion expected in the first half of 2011. The decision to conduct another trial was reached following extended discussions with the FDA to define the best regulatory path forward for vernakalant (iv). Under the Special Protocol Assessment process, the FDA has agreed that the design and planned analysis of the study adequately address objectives in support of the NDA for vernakalant (iv). The prospectively-defined trial will enrol recent-onset atrial fibrillation patients without a history of heart failure.

     In early 2008, we initiated a Phase 3 European comparator study for vernakalant (iv) (the “AVRO Trial”) and are currently enrolling patients in the study. In July 2009, an affiliate of our partner Merck filed for marketing approval for vernakalant (iv) in the European Union.

     Vernakalant (oral)

     In July and September 2006, we announced positive top-line results for the 300 mg and 600 mg dosing groups, respectively, from the Phase 2a pilot study of vernakalant (oral). In July 2008, we announced positive clinical results from the Phase 2b clinical study of vernakalant (oral).

     In Licensing Agreement with Eli Lilly and Company

     In April 2007, we acquired from Eli Lilly and Company, through our wholly-owned subsidiary Cardiome Development AG, exclusive worldwide rights for GED-aPC for all indications. We intend to initially develop GED-aPC in cardiogenic shock, a life-threatening form of acute circulatory failure due to cardiac dysfunction, which is a leading cause of death for patients hospitalized following a heart attack. In November 2007, we initiated a Phase 1 study for GED-aPC which is currently ongoing.

     Collaboration and License Agreement with Merck

     We announced on April 8, 2009, that we had entered into a collaboration and license agreement (the “Collaboration Agreement”) with Merck for the development and commercialization of vernakalant. The Collaboration Agreement provides Merck with exclusive global rights to vernakalant (oral) for the maintenance of normal heart rhythm in patients with atrial fibrillation, and provides a Merck affiliate, Merck Sharp & Dohme (Switzerland) GmbH, with exclusive rights outside of the United States, Canada and Mexico to vernakalant (iv) for rapid conversion of acute atrial fibrillation to normal heart rhythm. The agreement became effective in May 2009.

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     Under the terms of the Collaboration Agreement, Merck paid us an initial fee of US$60 million. In addition, we are eligible to receive up to US$200 million in payments based on achievement of certain milestones associated with the development and approval of vernakalant products (including US$15 million triggered in July 2009 by Merck filing for regulatory approval in the European Union for vernakalant (iv) and US$20 million for initiation of a planned Phase 3 program for vernakalant (oral)) and up to US$100 million for milestones associated with approvals in other subsequent indications of both the intravenous and oral formulations. We will also receive tiered royalty payments on sales of any approved products and have the potential to receive up to US$340 million in milestone payments based on achievement of significant sales thresholds.

     The overall strategy and direction for our collaboration with Merck for the development and commercialization of vernakalant (iv) and vernakalant (oral) will be overseen by a joint steering committee of representatives from Cardiome and Merck.

     We have retained an option to co-promote vernakalant (oral) with Merck through a hospital-based sales force in the United States. In the event that we exercise our co-promotion option, we will enter into a mutually agreeable co-promotion agreement with Merck upon the terms and conditions set forth in the Collaboration Agreement and other customary and appropriate terms. Merck will be responsible for all future costs associated with the development, manufacturing and commercialization of vernakalant (iv) and vernakalant (oral), except costs associated with the AVRO Trial.

     Merck has granted us a secured, interest-bearing credit facility of up to US$100 million that we may access in tranches over several years from 2010 through 2013. Any advance under the credit facility must be repaid by us on or before the end of the sixth year following such advance. Our obligations under the credit facility are secured against certain of our intellectual property and any proceeds arising therefrom.

     The Collaboration Agreement will remain in effect in each of the relevant jurisdictions, subject to earlier termination by either party, until the expiration of all obligations of Merck to make royalty or milestone payments to us in respect that jurisdiction, and in the event of our exercise of our co-promotion option in respect of vernakalant (oral), until the expiration of our right to co-promote vernakalant (oral) in the United States. Either party may terminate the Collaboration Agreement for breach of the Collaboration Agreement or insolvency by the other party. Merck may terminate the Collaboration Agreement upon 12 months written notice to us or in certain other circumstances. The parties have also agreed to mutual indemnity obligations.

     Additional Information

     We are subject to the reporting requirements of applicable Canadian provincial securities legislation and the Exchange Act and the rules, policies and guidelines of the TSX and NASDAQ and, in accordance therewith, file reports and other information with Canadian securities regulatory authorities, the SEC, the TSX and NASDAQ. Under a multijurisdictional disclosure system adopted by the United States, these reports and other information (including financial information) may be prepared in accordance with the disclosure requirements of Canada, which differ in certain respects from those in the United States. As a “foreign private issuer” under the Exchange Act, Cardiome is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements (which are prepared in accordance with applicable Canadian provincial securities legislation), and its officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required to publish financial statements as promptly as U.S. companies.

     We have filed with the SEC an Issuer Tender Offer Statement on Schedule TO with respect to the Offer, pursuant to Rule 13e-4(c)(2) of the Exchange Act. The Offer, which constitutes a part of the Schedule TO, does not contain all of the information set forth in the Schedule TO and its exhibits.

     Shareholders may read and copy any document that we file with, or furnish to, the SEC (including our Schedule TO relating to the Offer) at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Shareholders may also obtain copies of such documents from the public reference room of the SEC in Washington by paying a fee. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains a web site (www.sec.gov) that makes available reports and other information that we file with or furnish electronically to it. Shareholders may access documents filed with Canadian provincial securities regulatory authorities through the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

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     Presentation of Financial Information and Exchange Rate Data

     Our consolidated financial statements are reported in Canadian dollars and have been prepared in accordance with generally accepted accounting principles in Canada. To the extent applicable to our consolidated financial statements, these principles conform in all material respects with generally accepted accounting principles in the United States, except as are described in Exhibit 1.4 to our Annual Report on Form 40-F for the year ended December 31, 2008.

     All dollar references in the Offer to Purchase and the Circular are in U.S. dollars, except where otherwise indicated. References to “$” or “US$” are to U.S. dollars, and references to “Cdn$” are to Canadian dollars.

     The following table sets forth for each of the periods indicated (i) the noon rate of exchange for one Canadian dollar at the end of such period, (ii) the high and low noon exchange rates and (iii) the average noon exchange rates on the last day of each month during such periods, in each case expressed in U.S. dollars. These rates are based on information provided by the Bank of Canada.

	Year Ended December 31,										Six Months Ended June 30,
	2004		2005		2006		2007		2008		2008		2009
End of period		0.8308		0.8577		0.8581		1.0120		0.8166		0.9817		0.8602
High		0.8493		0.8690		0.9099		1.0905		1.0289		1.0289		0.9236
Low		0.7159		0.7872		0.8528		0.8437		0.7711		0.9686		0.7692
Average		0.7781		0.8281		0.8846		0.9418		0.9397		0.9949		0.8332

          On August 31, 2009, the noon exchange rate for one Canadian dollar expressed in U.S. dollars, based on information provided by the Bank of Canada, was Cdn$1.00 = US$1.0967.

2. Authorized Capital

     Our authorized capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value, issuable in series, of which 64,361,746 common shares and 2,272,727 Series A Preferred Shares were issued and outstanding as at August 31, 2009.

3. Purpose and Effect of the Offer

     Our board of directors believes that our common shares have been trading in price ranges that do not fully reflect the value of our business and future prospects and, accordingly, that the purchase of common shares pursuant to the Offer represents an effective use of our financial resources and is in our best interests and the best interests of our shareholders. We believe that the Offer is an efficient means to return up to US$27.5 million in capital to our shareholders, while at the same time increasing non-tendering shareholders’ proportionate interest in the Company. All common shares purchased under the Offer will be cancelled.

     In considering whether the Offer would be in our best interests and the best interests of the shareholders, the board of directors gave careful consideration to a number of factors, including the following:

(a)	our board of directors does not consider the recent trading price range of our common shares to be fully reflective of the value of our business and future prospects and, as a consequence, consider the repurchase of common shares to represent an attractive investment and an appropriate and desirable use of available funds;
(b)	after giving effect to the Offer, we will continue to have sufficient financial resources and working capital to conduct our ongoing business and operations and completion of the Offer is not expected to preclude us from pursuing our foreseeable business opportunities or the future growth of our business;

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(c)	the Offer provides shareholders with an opportunity to realize on all or a portion of their investment in the Company, should they desire liquidity in the short term, in quantities which might not otherwise be available in the market;
(d)	the positive impact that the purchase of US$27.5 million of common shares could have on our results of operations and cash flow calculated on a per share basis;
(e)	the deposit of common shares under the Offer is optional, the option is available to all shareholders, and all shareholders are free to accept or reject the Offer;
(f)	as the Offer is structured as a modified “Dutch auction”, the Offer provides shareholders who are considering the sale of all or a portion of their common shares with the opportunity to (i) determine the price at which they are willing to sell their common shares if such common shares are deposited pursuant to an auction tender or (ii) deposit their common shares without specifying a price if such common shares are deposited pursuant to a purchase price tender and, in each case, to sell any common shares accepted for purchase under the Offer without the usual transaction costs associated with market sales;
(g)	shareholders owning fewer than 100 common shares whose common shares are purchased pursuant to the Offer will not only avoid the payment of brokerage commissions but will also avoid any odd lot discounts which may be applicable to a sale of common shares over the facilities of the TSX or NASDAQ;
(h)	the Offer is not conditional on any minimum number of common shares being deposited under the Offer;
(i)	shareholders who do not deposit common shares under the Offer will realize a proportionate increase in their equity interest in the Company to the extent that we purchase any common shares pursuant to the Offer; and
(j)	the determination by the board of directors that there is a liquid market for our common shares as of the date hereof and that it would be reasonable to conclude that, following the completion of the Offer, there will be a market for non-tendering shareholders that is not materially less liquid than the market that existed when we made the Offer (see “Liquidity of Market” below).

     Notwithstanding the foregoing considerations, before making any decision to tender or not tender common shares to the Offer, shareholders should carefully consider the risks associated with our business, including the risks described under the heading “Risk Factors” in our Annual Information Form and our Annual Report on Form 40-F for the year ended December 31, 2008 as filed with the Canadian securities regulatory authorities and the SEC, respectively.

     Subject to certain exceptions, we are prohibited under Canadian securities legislation from acquiring any common shares, other than pursuant to the Offer, until at least 20 business days after the Offer expires or is terminated. Subject to applicable law, we may in the future purchase additional common shares on the open market, in private transactions, through issuer bids or otherwise. Any such purchases may be on the same terms or on terms that are more or less favourable to shareholders than the terms of the Offer. Any possible future purchases by us will depend on many factors, including the market price of our common shares, our business and financial position, the results of the Offer and general economic and market conditions.

     Neither we nor our board of directors make any recommendation to any shareholder as to whether to deposit or refrain from depositing common shares under the Offer. No person has been authorized to make any such recommendation. Shareholders should evaluate carefully all information in the Offer, consult their own investment and tax advisors and make their own decisions as to whether to deposit common shares and, if so, how many common shares to deposit and, at what price or prices. Shareholders are urged to consider carefully the income tax consequences of accepting the Offer. Shareholders should consult their own tax advisors as to the specific tax consequences to them, having regard to their particular circumstances, of accepting the Offer. See Section 15 of this Circular, “Income Tax Considerations”.

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     Liquidity of Market

     We are relying on the “liquid market exemption” specified in Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and, as a consequence, are not required to obtain a formal valuation with respect to the Offer. Accordingly, the valuation requirements of applicable securities regulatory authorities in Canada applicable to issuer bids will not be applicable in connection with the Offer. We have determined that there is a liquid market in our common shares for the following reasons:

(a)	there is a published market for our common shares, namely the TSX and NASDAQ;
(b)	during the 12-month period before August 25, 2009 (the date the Offer was announced):

(i)	the number of issued and outstanding common shares was at all times at least 5,000,000, excluding common shares beneficially owned, directly or indirectly, or over which control or direction was exercised, by “related parties” (as defined in MI 61-101) and common shares that were not freely tradeable;
(ii)	the aggregate trading volume of our common shares on NASDAQ, being the published market on which our common shares are principally traded, was at least 1,000,000 common shares;
(iii)	there were at least 1,000 trades our common shares on NASDAQ; and
(iv)	the aggregate trading value based on the price of the trades referred to in clause (iii) was at least Cdn$15,000,000; and

(c) the market value of our common shares on NASDAQ, as determined in accordance with applicable rules, was at least Cdn$75,000,000 in July 2009, being the calendar month preceding the calendar month in which the Offer was announced.

     Our board of directors also considered the anticipated effect of the Offer on the liquidity of the market for non-tendering shareholders and, in so doing, considered the following factors:

(a)	the extent by which the trading volume, number of trades and aggregate trading value of our common shares during the 12 month period preceding the announcement of the Offer, the size of our public float, and the market value of our common shares exceed the minimum “liquid market” requirements specified in MI 61-101; and
(b)	the maximum number of our common shares to be acquired under the Offer in relation to the public float, the trading volumes of and the number of trades in our common shares on the TSX and NASDAQ, the value of trades on the TSX and NASDAQ, and the market value of our common shares in the 12 months preceding the announcement of the Offer.

     Our board of directors has determined that there is a liquid market for the shares as of the date hereof and that it is reasonable to conclude that, following the completion of the Offer, there will be a market for non-tendering shareholders that is not materially less liquid than the market that existed when we made the Offer. Based on such determination, the valuation requirements of securities regulatory authorities in Canada applicable to issuer bids generally are not applicable in connection with the Offer.

     Additional U.S. Securities Law Considerations

     Our common shares are registered under Section 12(b) of the Exchange Act and are listed on NASDAQ. We do not believe or intend that the purchase of common shares pursuant to the Offer will result in the Company becoming eligible for termination or suspension of its Exchange Act reporting requirements or our common shares being delisted from NASDAQ.

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     Our common shares are currently “margin securities” under the rules of the U.S. Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit on the collateral of our common shares. We believe that, following the repurchase of common shares pursuant to the Offer, our common shares will continue to be margin securities for the purposes of the U.S. Federal Reserve Board’s margin regulations.

4. Financial Statements

     Our audited annual consolidated financial statements for the year-ended December 31, 2008 and our unaudited interim consolidated financial statements for the six month period ended June 30, 2009 have previously been mailed to shareholders who have requested such statements. Upon request, we will provide, without charge, to each person who receives the Offer, a copy of our interim financial statements for the six month period ended June 30, 2009. Please direct requests for copies to the Company at 6190 Agronomy Rd., 6^th Floor, Vancouver, British Columbia, Canada, V6T 1Z3, Attention: Investor Relations; telephone: (604) 677-6905.

5. Price Range of Shares

     Our common shares are listed on the TSX under the symbol “COM” and on NASDAQ under the symbol “CRME”. The following table sets forth the high and low closing sales prices per share and the volumes of common shares traded on the TSX and NASDAQ, respectively, as compiled from published financial sources for each month and quarter from July 2007:

	TSX						NASDAQ
Month	High (Cdn$)		Low (Cdn$)		Volume		High (US$)		Low (US$)		Volume
Third Quarter of 2007
July 2007		11.27		9.05		2,001,527		10.92		8.51		10,584,172
August 2007		11.45		9.00		2,578,358		10.85		8.50		8,664,765
September 2007		9.58		8.75		1,683,730		9.50		8.51		4,303,723
Fourth Quarter of 2007
October 2007		11.00		8.28		2,778,054		11.09		8.47		7,517,129
November 2007		11.62		9.01		5,110,998		12.62		9.21		17,405,566
December 2007		10.55		8.01		6,289,435		10.50		7.98		28,124,671
First Quarter of 2008
January 2008		9.03		5.00		3,826,621		9.13		6.02		10,976,592
February 2008		8.28		5.81		4,752,499		8.31		5.78		14,594,825
March 2008		9.25		6.00		6,823,118		9.31		6.06		20,282,321
Second Quarter of 2008
April 2008		9.07		7.03		3,236,315		8.95		6.88		13,734,070
May 2008		10.29		8.63		3,825,961		10.23		8.50		13,450,722
June 2008		10.50		8.68		4,600,178		10.37		8.51		11,283,449
Third Quarter of 2008
July 2008		12.30		8.12		8,828,565		12.03		8.04		29,290,090
August 2008		13.37		8.33		4,328,807		12.77		7.76		25,413,650
September 2008		9.45		7.60		4,282,079		9.79		7.25		14,510,658
Fourth Quarter of 2008
October 2008		8.29		4.50		3,248,332		7.68		3.85		17,363,940
November 2008		5.65		4.14		1,268,782		4.68		3.38		7,043,629
December 2008		6.65		4.78		2,027,994		6.70		3.72		6,148,877

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	TSX						NASDAQ
Month	High (Cdn$)		Low (Cdn$)		Volume		High (US$)		Low (US$)		Volume
First Quarter of 2009
January 2009		6.83		5.26		1,348,303		5.58		4.49		3,955,419
February 2009		6.57		3.81		2,350,810		5.31		3.04		4,915,848
March 2009		4.91		3.22		2,212,289		3.82		2.57		6,692,100
Second Quarter of 2009
April 2009		5.60		3.62		4,004,095		4.62		2.89		17,072,936
May 2009		5.51		4.50		1,797,843		4.75		3.85		8,440,396
June 2009		4.96		4.00		1,835,432		4.38		3.44		6,499,107
Third Quarter of 2009
July 2009		4.91		4.13		1,123,079		4.51		3.65		5,868,116
August 2009		5.21		4.03		3,348,300		4.80		3.70		14,966,019

     On August 25, 2009, the day on which the offer was announced, the closing price of our common shares was US$4.24 on NASDAQ and Cdn$4.59 on the TSX.

     Shareholders are urged to obtain current market quotations for our common shares before making any determination with respect to the Offer.

6. Dividend Policy

     We have not declared or paid any dividends on our common shares since inception. We do not currently anticipate paying dividends in the foreseeable future.

7. Previous Distributions and Purchases of Securities

     During the five years preceding the Offer, we have completed the following distributions of shares:

     Shares Issued in Connection with Certain Transactions

     In connection with the acquisition of Artesian in October 2005, we completed a private placement of 1,036,098 special warrants, each of which entitled the holder thereof to acquire one common share without payment of any additional consideration, to Oxford Bioscience Partners IV L.P. (“Oxford”) and mRNA Fund II L.P. (“mRNA”) at a price of US$7.24 per special warrant for aggregate gross proceeds of approximately US$7.5 million. We filed a registration statement in the United States to register the resale of the underlying common shares by Oxford and mRNA. The registration statement was declared effective on March 13, 2006 and an aggregate of 1,036,098 common shares were subsequently issued to Oxford and mRNA.

     Shares Issued in connection with Prospectus Offerings

     On January 23, 2007, we completed a cross-border public offering of 9,200,000 common shares (including 1,200,000 common shares issued pursuant to the exercise of an underwriters’ over-allotment option) at US$10.50 per share for gross proceeds of US$96,600,000.

     In March 2005, we completed a public offering of 9,775,000 common shares (including 1,275,000 common shares issued pursuant to the exercise of an underwriters’ over-allotment option) at US$6.00 per share for gross proceeds of approximately US$58.6 million.

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     Shares Issued in connection with Private Placement Offerings

     On July 25, 2008, we completed a private placement of 2,272,727 Series A Preferred Shares to CR Intrinsic Investments LLC (“CR Intrinsic”) for gross proceeds of US$25 million. Each outstanding Series A Preferred Share is convertible, subject to certain conditions, into one common share. In November 2008, we filed a US$250 million base shelf prospectus in Canada and a registration statement on Form F-10 in the United States and related prospectus supplements qualifying the common shares issuable on conversion of the Series A Preferred Shares issued to CR Intrinsic. The registration statement was declared effective on November 6, 2008.

     Shares Issued Upon the Exercise of Stock Options

     The table below indicates the number of common shares that we issued during the five fiscal years ended December 31, 2004 to 2008, and from January 1, 2009 up to the date preceding the date of the Offer upon the exercise of stock options granted under our stock option plan.

     Shares Issued Pursuant to the Stock Option Plan

	Number of		Average Exercise		Aggregate Proceeds
	Common Shares		Price per		Received by
Fiscal Year	Issued		Common Share (Cdn$)		Company (Cdn$)
2009 (to August 31)		599,450		3.32		1,990,174
2008		35,006		3.46		121,025
2007		608,631		5.17		3,144,540
2006		1,236,667		4.65		5,754,470
2005		1,167,091		3.67		4,288,022
2004		534,925		3.38		1,809,645

     Shares Purchased by the Company

     Except as described above, we have not purchased or sold any of our common shares during the five years preceding the Offer.

8. Interests of Director and Officers and Ownership of Securities

     Interest of Directors and Officers

     Except as set forth in the Offer to Purchase and the Circular, neither we nor, to the knowledge of our management, any of our directors or officers or any of the directors or officers of our subsidiaries, is a party to any contract, arrangement or understanding, formal or informal, with any securityholder relating, directly or indirectly, to the Offer or with any other person or company with respect to any of our securities, nor are there any contracts or arrangements made or proposed to be made between us and any of our directors or officers and no payments or other benefits are proposed to be made or given by way of compensation for loss of office or as to such directors or officers remaining in or retiring from office if the Offer is successful.

     Except as set forth in the Offer to Purchase and the Circular, neither we nor, to the knowledge of our management, any of our directors or officers or any of the directors or officers of our subsidiaries has current plans or proposals which relate to or would result in any extraordinary corporate transaction involving the Company, such as a merger, amalgamation, reorganization or liquidation, the sale or transfer of a material amount of our assets or the assets of any of our subsidiaries, a purchase of assets that would be material to us, any material change in our indebtedness, dividend policy or capitalization, any change in our articles or by-laws, any change in our current board of directors or management, any action that could cause any class of our equity securities to be delisted from the TSX or NASDAQ or become eligible for termination of registration under Section 12(g)(4) of the Exchange Act or result in the suspension of our obligation to file reports under Section 15(d) of the Exchange Act, or any action similar to any of the foregoing.

     We meet with qualified individuals whose skills or experience may be an asset to us and who are interested in becoming directors on an ongoing basis. The composition of our board of directors (including the number of directors) may change as a result of new directors being added and/or existing directors resigning. Except as set forth in the Offer

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to Purchase and the Circular, neither we nor, to the knowledge of our management, any of our directors or officers has current plans or proposals relating to a material change in our present board of directors or management.

     Ownership of Securities

     To the knowledge of our management, after reasonable inquiry, the following table indicates, as at August 31, 2009, except as otherwise indicated, the number of securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised, by (i) each of our directors and executive officers and their respective associates and affiliates and (ii) each person who beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of our issued and outstanding common shares.

								No. of Options to
	Relationship with	No. of Common			% of Outstanding			Acquire Common		% of Outstanding
Name	Company	Shares			Common Shares			Shares		Options
Robert W. Rieder	Executive Chairman		325,696			0.51	%		494,898		7.53	%
Jackie M. Clegg	Director		—			—			115,000		1.75	%
Peter W. Roberts	Director		—			—			110,000		1.67	%
Harold H. Shlevin	Director		—			—			125,000		1.90	%
Richard M. Glickman	Director		—			—			95,000		1.44	%
William L. Hunter	Director		—			—			80,000		1.22	%
Douglas G. Janzen	President, Chief Executive Officer and Director		84,000			0.13	%		1,454,737		19.84	%
Curtis Sikorsky	Chief Financial Officer		—			—			277,121		4.21	%
Charles J. Fisher	Chief Medical Officer and Executive Vice President, Clinical and Regulatory Affairs		—			—			731,893		11.13	%
Donald A. McAfee	Chief Scientific Officer		—			—			350,339		5.33	%
Karim Lalji	Senior Vice President, Commercial Affairs		3,581	*		—			371,857		5.66	%
Sheila M. Grant	Vice President, Product Development		3,900	*		—			186,556		1.92	%
Taryn Boivin	Vice President, Pharmaceutical Sciences & Marketing		3,500	*		—			154,898		2.36	%
Adage Capital Partners, L.P.	Shareholder		7,850,000			12.2	%		—		—

* Represents less than 0.01% of our issued and outstanding common shares.

     As of August 31, 2009, our directors and executive officers, as a group, beneficially owned or exercised control or direction over an aggregate of 420,677 common shares representing approximately 0.65% of our issued and outstanding common shares.

     Stock Option Plan

     Our incentive stock option plan was approved by shareholders in May 2001 and was subsequently amended in May 2002, May 2004, June 2006 and September 2007. Under our stock option plan, our board of directors may, in their discretion, grant options to purchase common shares to directors, officers, employees, contractors and consultants of ours or any of our subsidiaries. In addition, our chief executive officer, provided he or she at such time is a director, may in his or her discretion, subject to certain limitations, grant options to purchase common shares to our employees or any of our subsidiaries. The exercise price of options granted under our stock option plan is established at the time of grant and must not be less than the closing price of our common shares on the TSX immediately preceding the date of the

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grant. Options granted prior to July 27, 2007 must be exercised no later than six years after the date of the grant and options granted after July 27, 2007 must be exercised no later than five years after the date of grant. The vesting terms of options are established at the time of grant.

     As a matter of normal practice, we typically make annual grants of options under our stock option plan in the first half of the year based on performances achieved in the prior year, and normally awards options to non-management directors at the time of our annual general meeting each year. The options granted to executive officers and other employees are typically granted by our board of directors, based on the recommendations of our compensation committee. Our compensation committee consults with and accepts recommendations from the chief executive officer regarding grants of options to non-management employees based on contributions and performance during the prior year. In determining to make grants of options, our board of directors, compensation committee and chief executive officer take into account previous and other grants or awards of equity compensation (including options) to the grantees and others. In granting options both to executive officers and other employees, as well as to non-management directors, our board of directors, based on the recommendations of our compensation committee, determines the portion of the potential ownership of the Company that our board of directors wishes to grant as compensation and then determines the value of the awards, which is calculated applying a standard Black-Scholes-Merton model.

9. Contracts, Arrangements or Understandings with Shareholders

     There are no contracts, arrangements or understandings, formal or informal, between us and any shareholder with respect to the Offer or between us and any other person or company with respect to any of our securities in relation to the Offer. After reasonable inquiry, neither we nor any of our management are aware of the intentions of any “interested party” (as such term is defined in MI 61-101) to accept or not to accept the Offer.

10. Commitments to Acquire Shares

     Other than pursuant to the Offer, we have no agreements, commitments or understandings to purchase any of our common shares or Series A Preferred Shares. To the knowledge of our management, after reasonable inquiry, no person or company named under Item 8 of this Circular, “Interest of Directors and Officers and Ownership of Securities” has any commitment to acquire any of our common shares or Series A Preferred Shares.

11. Benefits from the Offer

     No person or company named under Item 8 of this Circular, “Interest of Directors and Officers and Ownership of Securities” will receive any direct or indirect benefit from accepting or not accepting the Offer other than the Purchase Price for any common shares tendered to the Offer and purchased by us in accordance with the terms of the Offer.

12. Material Changes in the Affairs of the Company

     Other than as disclosed in the Circular and Offer to Purchase, none of our directors or executive officers are aware of any plans or proposals for material changes in the affairs of the Company, or of any material changes that have occurred since August 11, 2009, the filing date of the most recent interim consolidated financial statements of the Company.

13. Intention to Deposit Shares

     To the knowledge of our management, after reasonable inquiry, no person named in the table under Item 8 of this Circular, “Interest of Directors and Officers and Ownership of Securities” intends to deposit common shares under the Offer.

14. Prior Valuations

     To the knowledge of our management, after reasonable inquiry, no prior valuation (as such term is defined in MI 61-101) in respect of the Company, its securities or its material assets has been prepared within the 24 months preceding the date hereof.

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15. Income Tax Considerations

     The summary in this Section 15 is of a general nature only and is not intended to be, nor should it be considered to be, legal, business or tax advice to any particular shareholder and no representation is made with respect to the income tax consequences to any particular shareholder. Accordingly, shareholders are urged to consult their own tax advisors concerning the application and effect of the income and other taxes of any country, province, territory, state or local tax authority, having regard to their particular circumstances.

     Certain Canadian Federal Income Tax Considerations

     The following summary describes the principal Canadian federal income tax considerations pursuant to the Income Tax Act (Canada) (the “Tax Act”) generally applicable to a shareholder who sells common shares to the Company pursuant to the Offer.

     This summary is based on the current provisions of the Tax Act and the regulations thereunder, all specific proposals to amend the Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and the current published administrative practices of the Canada Revenue Agency (the “CRA”). This summary does not otherwise take into account or anticipate any changes in income tax law or administrative practice, whether by judicial, governmental or legislative decision or action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein. This summary is not exhaustive of all Canadian federal income tax considerations.

     This summary is applicable to shareholders who, at all relevant times for the purposes of the Tax Act, (i) are resident in Canada, (ii) hold their common shares as “capital property” and (iii) deal at arm’s length with and are not “affiliated” with the Company. Generally, common shares will be considered to be capital property to a shareholder provided that the shareholder does not use or hold, and is not deemed to use or hold, the common shares in the course of carrying on a business of buying and selling securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. Certain shareholders resident in Canada for purposes of the Tax Act whose common shares might not otherwise qualify as capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their common shares, and every “Canadian security” (as defined in the Tax Act) owned by such shareholder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Certain shareholders, including financial institutions and registered securities dealers (each as defined in the Tax Act), and corporations controlled by one or more of the foregoing, are generally precluded from treating the common shares as capital property.

     This summary is not applicable to a person that is a “financial institution” as defined in the Tax Act for the purposes of the “mark-to-market” rules, a person that is a “specified financial institution” or a “restricted financial institution” as defined in the Tax Act, a person who has made an election under the functional currency rules in section 261 of the Tax Act or a person an interest in which is a “tax shelter investment” as defined in the Tax Act. This summary is not applicable to a shareholder who is an individual and who acquired common shares as a result of the exercise of stock options granted because of such shareholder’s employment with the Company or any affiliate of the Company.

     It is a term of the Offer that, for purposes of subsection 191(4) of the Tax Act, the “specified amount” in respect of each common share purchased under the Offer shall be the closing price of the common shares on the TSX on the Expiration Date.

     This summary assumes that at all relevant times the common shares will be listed on a designated stock exchange for purposes of the Tax Act (which currently includes the TSX and NASDAQ).

     Foreign Exchange

     Amounts relevant to the computation of income or gains for purposes of the Tax Act must be determined in Canadian dollars based on the exchange rate quoted by the Bank of Canada at noon on the day the amount first arose (or such other rate as is acceptable to CRA).

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     Residents of Canada

     The following portion of the summary is generally applicable to a shareholder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty or convention is, or is deemed to be, resident in Canada, and who is not excluded from the summary by the comments above (a “Resident Shareholder”).

     The potential deemed dividend tax treatment described below on the sale of the common shares pursuant to the Offer differs from the capital gains treatment which would generally apply to a sale in the market by a Resident Shareholder. Accordingly, Resident Shareholders may wish to consider selling their common shares in the market prior to the Expiration Date as an alternative to accepting the Offer in order to ensure that they receive capital gains treatment on the sale of their common shares. The selling price from such market sales may be different from the Purchase Price. Resident Shareholders should consult their own tax advisors to determine whether doing so would be advantageous for them in their particular circumstances.

     Disposition of Shares

     Resident Shareholders who sell common shares to the Company pursuant to the Offer will be deemed to receive a taxable dividend on a separate class of shares comprising the common shares so sold equal to the excess, if any, of the amount paid by the Company for the common shares over their paid-up capital for income tax purposes. The Company estimates the paid-up capital per common share on the date of take-up under the Offer will be approximately Cdn$5.42. Using the noon buying rate published by the Bank of Canada on August 31, 2009, the Company estimates the paid-up capital per common share is approximately US$4.94. The paid-up capital per common share on the date of take-up under the Offer, as expressed in U.S. dollars, may increase or decrease depending on currency exchange fluctuations.

     If any dividend is deemed to be received by a Resident Shareholder who is an individual, it will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received by Canadian resident individuals from a taxable Canadian corporation, including the enhanced gross-up and dividend tax credit rules applicable to any dividend designated by the Company as an “eligible dividend” in accordance with the Tax Act. The full amount of any such deemed dividend will be designated as an “eligible dividend” by the Company.

     If any dividend is deemed to be received by a Resident Shareholder that is a corporation, any such dividend that is not required to be recognized as proceeds of disposition under subsection 55(2) of the Tax Act as described below will be included in computing the Resident Shareholder’s income as a dividend, and will ordinarily be deductible in computing its taxable income. To the extent that such a deduction is available, private corporations (as defined in the Tax Act) and certain other corporations may be liable to pay refundable tax under Part IV of the Tax Act at a rate of 33¹/₃% of the amount of the deemed dividend.

     Under subsection 55(2) of the Tax Act, a Resident Shareholder that is a corporation may be required to treat all or a portion of any deemed dividend that is deductible in computing taxable income as proceeds of disposition and not as a dividend where the Resident Shareholder would have realized a capital gain if it disposed of any common share at fair market value immediately before the sale of common shares to the Company and the sale to the Company resulted in a significant reduction in such capital gain. The application of subsection 55(2) involves a number of factual considerations that will differ for each Resident Shareholder, and Resident Shareholders to whom it may be relevant are urged to consult their own tax advisors concerning its application having regard to their particular circumstances.

     The amount paid by the Company for common shares under the Offer (less any amount deemed to be received by the Resident Shareholder as a dividend) will be treated as proceeds of disposition of the common shares. The Resident Shareholder will realize a capital gain (or capital loss) on the disposition of common shares equal to the amount by which the Resident Shareholder’s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Shareholder of the common shares sold to the Company pursuant to the Offer.

     Taxation of Capital Gains and Losses

     Generally, a Resident Shareholder will be required to include in computing its income for a taxation year one-half of any capital gain (a “taxable capital gain”) realized by it in that year. A Resident Shareholder will generally be entitled to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Resident Shareholder in that year, and any excess may be carried back to any of the three

33

preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act.

     The amount of a capital loss realized on the disposition of common shares by a Resident Shareholder that is a corporation may, to the extent and under the circumstances specified in the Tax Act, be reduced by the amount of dividends received or deemed to be received on the common shares (including any dividends deemed to be received as a result of the sale of the common shares to the Company under the Offer). Similar rules may apply where common shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary.

     A Resident Shareholder who is an individual may have all or a portion of any capital loss on the sale of common shares under the Offer denied if the “superficial loss” rules in the Tax Act apply. This may arise where the Resident Shareholder (or a person affiliated with the Resident Shareholder for purposes of the Tax Act) acquires additional common shares in the period commencing 30 days prior to, and ending 30 days after, the disposition of the common shares under the Offer. Resident Shareholders are urged to consult with their own tax advisors with respect to the “superficial loss” rules.

     Similarly, a Resident Shareholder that is a corporation may have all or a portion of any capital loss on the sale of common shares under the Offer suspended if it (or a person affiliated with it for purposes of the Tax Act) acquires additional common shares in the period commencing 30 days prior to, and ending 30 days after, the disposition of common shares under the Offer. Resident Shareholders that are corporations are urged to consult their own tax advisors with respect to the “suspended loss” rules.

     A Resident Shareholder that is a Canadian-controlled private corporation throughout the year (as defined in the Tax Act) may be liable to pay an additional refundable tax of 6²/₃% on its “aggregate investment income” for the year, which is defined to include an amount in respect of taxable capital gains (but not dividends, or deemed dividends, deductible in computing taxable income).

     Alternative Minimum Tax

     A capital gain realized, or a dividend received (or deemed to be received), by a Resident Shareholder who is an individual, including a trust (other than certain specified trusts), as a result of the sale of common shares pursuant to the Offer may give rise to a liability for alternative minimum tax. Such Resident Shareholders should consult their own tax advisors with respect to the alternative minimum tax rules set out in the Tax Act.

     Non-Residents of Canada

     The following portion of the summary is applicable to shareholders who are not excluded from the summary by the comments above and who, at all relevant times for purposes of the Tax Act and any applicable income tax treaty or convention: (i) are not resident or deemed to be resident in Canada, (ii) do not use or hold, and are not deemed to use or hold, their common shares in connection with carrying on a business in Canada, (iii) have not, either alone or in combination with persons with whom the shareholders do not deal at arm’s length, owned 25% or more of the issued shares of any class or series of the capital stock of the Company at any time within a 60-month period preceding the sale of common shares under the Offer, (iv) in the case of shareholders who have ceased to be resident in Canada, have not elected under the Tax Act to treat their common shares as taxable Canadian property, (v) to whom the common shares do not otherwise constitute “taxable Canadian property”, (vi) are not authorized foreign banks and (vii) in the case of shareholders that are insurers, establish that their common shares do not constitute designated insurance property (“Non-Resident Shareholders”).

     A Non-Resident Shareholder who sells common shares to the Company pursuant to the Offer will be deemed to receive a dividend equal to the excess, if any, of the amount paid by the Company for the common shares over their paid- up capital for Canadian income tax purposes. The Company estimates that the paid-up capital per common share on the date of take-up under the Offer will be approximately Cdn$5.42. Using the noon buying rate published by the Bank of Canada on August 31, 2009, the Company estimates the paid-up capital per common share is approximately US$4.94. The paid-up capital per common share on the date of take-up under the Offer, as expressed in U.S. dollars, may increase or decrease depending on currency exchange fluctuations. Any deemed dividend will be subject to Canadian withholding tax under the Tax Act at a rate of 25%, subject to reduction under the provisions of any applicable income tax treaty or convention. For example, under the Canada-United States Income Tax Convention (1980) (the “Canada-U.S. Treaty”), the withholding tax rate in respect of a dividend paid to a person who is the beneficial owner of the dividend and is resident in the United States for purposes of, and entitled to full benefits under, the Canada-U.S. Treaty, is generally reduced to 15% (unless the beneficial owner is a company that owns at least 10% of the voting stock of the Corporation, in which case the rate is reduced to 5%). Non-Resident Shareholders should consult their own tax advisors regarding their ability to claim foreign tax credits or deductions with respect to any Canadian withholding tax.

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     The amount paid by the Company for common shares (less any amount deemed to be received by the Non-Resident Shareholder as a dividend) will be treated as proceeds of disposition of the common shares. A Non-Resident Shareholder will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of common shares under the Offer.

     In light of the potential deemed dividend treatment described above on the sale of the common shares by a Non-Resident Shareholder pursuant to the Offer and the potential resulting Canadian withholding tax, Non-Resident Shareholders may wish to consider selling their common shares in the market prior to the Expiration Date as an alternative to selling their common shares under the Offer. The selling price from such market sales may be different from the Purchase Price. Non-Resident Shareholders should consult their own tax advisors to determine whether doing so would be advantageous for them in their particular circumstances.

     Material U.S. Federal Income Tax Consequences to U.S. Holders

     The following general summary describes certain U.S. federal income tax consequences generally applicable to U.S. Holders (as defined below) who tender and sell common shares to the Company pursuant to the Offer. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), the U.S. Treasury regulations promulgated thereunder, administrative rulings, and court decisions, all as in effect as of the date of this Offer to Purchase and Circular and all of which are subject to differing interpretations and/or change at any time (possibly with retroactive effect).

     This summary is not a complete description of all of the U.S. federal income tax consequences applicable to U.S. Holders participating in the Offer. In particular, this summary does not purport to address all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in light of their particular circumstances, nor does it address U.S. federal income tax considerations applicable to shareholders that are subject to special treatment under U.S. federal income tax law (including, without limitation, brokers, dealers in securities or currencies, financial institutions, mutual funds, regulated investment companies, qualified retirement plans or other tax-deferred accounts, traders that elect mark to market treatment, a partnership or other pass-through entity (and investors in such partnerships or entities), U.S. Holders that hold their common shares as part of a hedge, straddle or conversion transaction, insurance companies, tax-exempt entities, U.S. Holders that have owned or are deemed to have owned 10% or more of the total combined voting power of all classes of stock of the Company at any time during the five-year period ending on the date the U.S. Holder sells common shares pursuant to the Offer, U.S. Holders who acquired their common shares in connection with a stock option plan or in any other compensatory transaction, U.S. Holders subject to the alternative minimum tax, U.S. Holders that have a “functional currency” other than the U.S. dollar, U.S. expatriates, and U.S. Holders that do not hold their common shares as “capital assets” (generally, property held for investment)). U.S. Holders that are subject to special treatment or shareholders that are not U.S. Holders may be subject to different tax consequences, and should consult their own tax advisers.

     In addition, this summary does not address any aspect of U.S. state and local tax laws or non-U.S. tax laws that may be applicable to any shareholder, or any U.S. federal tax considerations other than U.S. federal income tax considerations.

     This summary is of a general nature only. It is not intended to constitute, and should not be construed to constitute, legal or tax advice to any particular U.S. Holder. U.S. Holders should consult their own tax advisers as to the tax consequences of a sale of common shares to the Company pursuant to the Offer in their particular circumstances.

     Except as otherwise set forth below, and subject to the qualifications noted above, the following discussion is limited to the U.S. federal income tax consequences relevant to a U.S. Holder. A “U.S. Holder” is a beneficial owner of common shares that is:

• an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

• a corporation (or other entity taxed as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States or a political subdivision thereof;

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• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust (a) if a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons, as defined under Section 7701(a)(30) of the Code, have authority to control all of the trust’s substantial decisions or (b) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

     The tax treatment of a partner in a partnership, or other entity taxable as a partnership, may depend on both the partnership’s and the partner’s status. Partnerships tendering common shares pursuant to the Offer and partners in such partnerships are urged to consult their own tax advisers as to the tax consequences of a sale of common shares to the Company pursuant to the Offer.

     U.S. Holders Who Receive Cash Pursuant to the Offer

     For U.S. federal income tax purposes, if a U.S. Holder tenders and sells common shares for cash pursuant to the Offer, such transaction will be treated either as a “sale or exchange” of the common shares by such U.S. Holder or as a “distribution” by the Company in respect of such U.S. Holder’s common shares. As described below, the specific treatment will depend, in part, upon the U.S. Holder’s particular circumstances.

     Sale or Exchange of Common Shares

     Under Section 302 of the Code, a U.S. Holder whose common shares are tendered and sold for cash pursuant to the Offer will be treated as having engaged in a “sale or exchange” of such common shares, and thus will recognize gain or loss, if the transaction (i) has the effect of a “substantially disproportionate” distribution by the Company with respect to such U.S. Holder, (ii) results in “complete termination” of such U.S. Holder’s equity interest in the Company, or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests (the “Section 302 tests”) are explained more fully below.

     Constructive Ownership of Common Shares

     In determining whether any of the Section 302 tests are satisfied, a U.S. Holder must take into account not only the common shares actually owned by the U.S. Holder, but also common shares that are constructively owned within the meaning of Section 318 of the Code. Under Section 318 of the Code, a U.S. Holder may be treated as constructively owning common shares that are actually owned, and in some cases constructively owned, by certain related individuals and certain entities in which the U.S. Holder has an interest or that have an interest in the U.S. Holder, as well as any common shares the U.S. Holder has a right to acquire by exercise of an option or by the conversion or exchange of a security.

     The Section 302 Tests

     One of the following tests must be satisfied for the sale of common shares pursuant to the Offer to be treated as a sale or exchange rather than as a distribution. U.S. Holders should consult their own tax advisors concerning the application of the following tests to their particular circumstances.

(a) “Substantially Disproportionate” Test. The receipt of cash by a U.S. Holder will generally have the effect of a “substantially disproportionate” distribution by the Company with respect to the U.S. Holder if the percentage of the outstanding voting shares of the Company actually and constructively owned by the U.S. Holder immediately following the sale of common shares pursuant to the Offer (treating common shares purchased pursuant to the Offer as not outstanding) is less than 80% of the percentage of the outstanding voting shares of the Company actually and constructively owned by the U.S. Holder immediately before the exchange (treating common shares purchased pursuant to the Offer as outstanding) and, immediately following the exchange, the U.S. Holder actually and constructively owns less than 50% of the total combined voting power of the Company.

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(b)

“Complete Termination” Test. The receipt of cash by a U.S. Holder will be treated as a complete termination of the U.S. Holder’s equity interest in the Company if all of the common shares actually and constructively owned by the U.S. Holder are sold pursuant to the Offer. In applying the complete termination test, a U.S. Holder may be able to waive the application of the rules relating to constructive ownership through family members, provided that such holder complies with the provisions of Section 302(c)(2) of the Code and applicable U.S. Treasury regulations.

(c)

“Not Essentially Equivalent to a Dividend” Test. The receipt of cash by a U.S. Holder will generally be treated as “not essentially equivalent to a dividend” if the U.S. Holder’s sale of common shares pursuant to the Offer results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in the Company. Whether the receipt of cash by the U.S. Holder will be treated as not essentially equivalent to a dividend will depend on the U.S. Holder’s particular facts and circumstances. If a U.S. Holder whose relative stock interest in the Company is minimal and who exercises no control over corporate affairs suffers a reduction in his, her or its proportionate interest in the Company (including any common shares constructively owned), the holder generally should be regarded as having suffered a meaningful reduction in his, her or its interest in the Company.

     Under certain circumstances, it may be possible for a tendering U.S. Holder to satisfy one of the Section 302 tests by contemporaneously selling or otherwise disposing of all or some of the common shares that are actually or constructively owned by the U.S. Holder but that are not purchased pursuant to the Offer. Alternatively, a U.S. Holder may fail to satisfy any of the Section 302 tests because of contemporaneous acquisitions of common shares by the U.S. Holder or by a related party whose shares are constructively owned by the U.S. Holder. U.S. Holders should consult their own tax advisers regarding the consequences of any such sales or acquisitions in their particular circumstances.

     If the Offer is over-subscribed, the Company’s purchase of common shares deposited by a U.S. Holder may be pro-rated. Thus, even if all of the common shares actually and constructively owned by a U.S. Holder are deposited, it is possible that not all of the common shares will be purchased by the Company, which in turn may affect the U.S. Holder’s ability to satisfy one of the Section 302 tests described above. Accordingly, a tendering U.S. Holder may choose to submit a “conditional tender” under the procedures described in Section 6, “Conditional Tender of Shares” of the Offer to Purchase, which allows the U.S. Holder to tender common shares pursuant to the Offer subject to the condition that a specified minimum number of the U.S. Holder’s common shares must be purchased by the Company if any common shares so tendered are purchased. Additionally, a tendering U.S. Holder may in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery designate the order of priority in which common shares are to be purchased in the event of pro-ration, should the U.S. Holder decide to do so for U.S. federal income tax reasons.

     Tax Treatment of a “Sale or Exchange” of Common Shares

     If a U.S. Holder is treated as having engaged in a “sale or exchange” of his, her or its common shares under any of the Section 302 tests described above, the U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount realized by such U.S. Holder and such U.S. Holder’s adjusted tax basis in the common shares exchanged therefor. Subject to the “passive foreign investment company” rules discussed below, the gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in the common shares is more than one year at the time of the sale. The deductibility of capital loss is subject to limitations. For U.S. foreign tax credit purposes, such capital gain or loss generally will be treated as gain or loss from sources within the United States, which may limit the U.S. Holder’s ability to claim a foreign tax credit for any Canadian withholding tax imposed on the payment made to such U.S. Holder by the Company. If a U.S. Holder is eligible for the benefits of the Canada-U.S. Income Tax Convention, an election may be available pursuant to which the U.S. Holder would, for purposes of computing the foreign tax credit limitation solely with respect to the amount received in exchange for deposited common shares, be entitled to treat such gain as foreign source income. U.S. Holders should consult their own tax advisers regarding the availability of such an election as well as the application of the foreign tax credit limitation rules in their particular situations.

     Distribution in Respect of Common Shares

     If a U.S. Holder who sells common shares pursuant to the Offer is not treated under Section 302 of the Code as having engaged in a “sale or exchange” of his, her or its common shares, then the amount realized by a U.S. Holder will be treated as a distribution by the Company in respect of such U.S. Holder’s common shares.

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     Tax Treatment of a Distribution in Respect of Common Shares

     If the amount realized is treated as a distribution by the Company, a U.S. Holder will be required to include in gross income as ordinary income the amount of such distribution (including any Canadian taxes withheld from the amount paid) to the extent it is paid out of the Company’s current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Provided that the Company is not treated as a PFIC (as defined below) for the 2008 and 2009 taxable year, as described below, amounts described in the preceding sentence that are paid by the Company to non-corporate U.S. Holders, including individuals, may be eligible for a maximum tax rate of 15%, provided certain other conditions are satisfied. If the Company is a PFIC, such distribution may be subject to the rules applicable to “excess distributions,” as described below.

     Distributions in excess of such earnings and profits will be applied against and will reduce the U.S. Holder’s adjusted tax basis in the common shares and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of the common shares, with the consequences described above under the heading “— Tax Treatment of a “Sale or Exchange” of Shares.” Any amount treated as a dividend received by a corporate U.S. Holder will not be eligible for the dividends received deduction.

     If a distribution with respect to common shares is subject to Canadian non-resident withholding tax, a U.S. Holder may be entitled to deduct or claim a credit for such tax, subject to applicable limitations in the Code. For purposes of calculating the foreign tax credit, distributions of current or accumulated earnings and profits generally will be “passive category income” or “general category income,” and subject to the discussion below, such dividends will generally constitute “foreign source” income. The rules governing the foreign tax credit are complex, and the availability of the credit is subject to significant limitations. U.S. Holders should consult their own tax advisers regarding the availability of the foreign tax credit under their particular circumstances.

     It is possible that we are at least 50% owned by U.S. persons. Dividends paid by a foreign corporation that is at least 50% owned by U.S. persons may be treated as “U.S. source” income (rather than foreign source income) for foreign tax credit purposes to the extent the foreign corporation has more than an insignificant amount of U.S. source income. If the amount realized is treated as a dividend by the Company, the effect of this rule may be to treat a portion of the dividend as U.S. source income, which may limit the ability of a U.S. Holder to claim a foreign tax credit for any Canadian non-resident withholding taxes payable in respect of such amount. The Code permits a U.S. Holder entitled to benefits under the Canada-U.S. Income Tax Treaty to elect to treat any dividends received as foreign source income for foreign tax credit purposes if the dividend is separate from other income items for purposes of calculating the U.S. Holder’s foreign tax credit. U.S. Holders should consult their own tax advisers about the desirability of making, and the method of making, such an election.

     Basis in Remaining Common Shares

     If a tender and sale of common shares pursuant to the Offer is treated as a distribution by the Company with respect to a U.S. Holder’s common shares, the U.S. Holder’s adjusted tax basis in the remaining common shares held by such U.S. Holder generally will be increased by his, her or its adjusted tax basis in the common shares tendered and sold pursuant to the Offer and will be decreased by the portion of his, her or its proceeds from the Offer that are treated as a tax-free return of capital.

     Passive Foreign Investment Company

     Special U.S. federal income tax rules apply to U.S. Holders owning shares of a passive foreign investment company (a “PFIC”). A non-U.S. corporation generally will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying relevant look-through rules with respect to the income and assets of subsidiaries, either at least 75% of its gross income is “passive income” (the “income test”), or on average at least 50% of the gross value of its assets is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). For this purpose, passive income generally includes, among other things, dividends, interest, certain rents and royalties and gains from the disposition of passive assets.

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     We do not believe we were a PFIC for the 2008 taxable year and do not expect to be classified as a PFIC for the current taxable year. However, the determination of whether we are a PFIC is made on an annual basis and is based on the types of income we and our subsidiaries earn and the types and value of our assets and the assets of our subsidiaries from time to time, all of which are subject to change, as well as, in part, the application of complex U.S. federal income tax rules, which are subject to differing interpretations. Accordingly, there can be no assurance that the U.S. Internal Revenue Service (the “IRS”) will not challenge any determination we make with respect to our PFIC status or that we were not, or will not be, a PFIC for any taxable year.

     If we are classified as a PFIC for any taxable year during which the U.S. Holder held his, her or its common shares, any gain recognized as a result of the sale of common shares pursuant to the Offer (where the Section 302 tests described above are satisfied) or “excess distribution” (where the sale of common shares pursuant to the Offer is treated as a distribution as described above) would be allocated ratably over the U.S. Holder’s holding period for the common shares. The amounts allocated to the taxable year of the sale and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate of tax on ordinary income in effect for such taxable year and an interest charge would be imposed on the amount allocated to such taxable year. A distribution is an excess distribution if it exceeds 125% of the average of the annual distributions on the common shares during the preceding three years or such holder’s holding period, whichever is shorter. Rather than being subject to the PFIC rules described above, a U.S. Holder that made a valid mark-to-market election or qualified electing fund election will be subject to different U.S. federal income tax treatment with respect to the sale of common shares pursuant to the Offer.

     U.S. Holders are urged to consult their own tax advisers concerning the U.S. federal income tax consequences of having held common shares at any time while we may have been a PFIC.

     THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE TENDER AND SALE OF COMMON SHARES PURSUANT TO THE OFFER. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

16. Legal Matters and Regulatory Approvals

     We are not aware of any license or regulatory permit that is material to our business that might be adversely affected by our acquisition of common shares pursuant to the Offer or, except as noted below, of any approval or other action by any government or governmental, administrative or regulatory authority or agency in any jurisdiction, that would be required for the acquisition or ownership of common shares by us pursuant to the Offer and that has not been obtained on or before the date hereof. Should any such approval or other action be required, we currently contemplate that such approval will be sought or other action will be taken. We cannot predict whether we may determine that we must delay the acceptance for payment of common shares deposited pursuant to the Offer pending the outcome of any such matter.

     There can be no assurance that any such approval or other action, if needed, will be obtained or will be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to our business.

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     We have filed applications with certain securities regulatory authorities in Canada seeking exemptive relief from proportionate take up provisions contained in securities legislation of certain provinces in connection with the Offer. We have also filed an exemptive relief application with securities regulatory authorities in Canada to permit us to extend the Offer, in circumstances in which all of the terms and conditions of the Offer have either been satisfied or waived by us, without first taking up common shares which have been deposited (and not withdrawn) before the Offer was previously scheduled to expire. Obtaining such exemptive relief is a condition of the Offer. See Section 7 of the Offer to Purchase, “Conditions of the Offer”.

     Our obligations under the Offer to take up and pay for common shares under the Offer are subject to certain conditions. See Section 7 of the Offer to Purchase, “Conditions of the Offer”.

17. Source of Funds

     We will fund any purchases of common shares under the Offer from available cash on hand. Assuming the Offer is fully subscribed, the aggregate purchase price will be US$27.5 million.

18. Dealer Managers

     Oppenheimer and Canaccord have been engaged to act as Dealer Managers for the Offer.

19. Depository

     We have appointed Computershare Investor Services Inc. to act as a depository for, among other things, (i) the receipt of certificates representing common shares and related Letters of Transmittal deposited under the Offer, (ii) the receipt of Notices of Guaranteed Delivery delivered pursuant to the procedures for guaranteed delivery set forth in Section 4 of the Offer to Purchase, “Procedure for Depositing Shares”, (iii) the receipt from us of cash to be paid in consideration of the common shares acquired by us under the Offer, as agent for the depositing shareholders, and (iv) the transmittal of such cash to the depositing shareholders, as agent for the depositing shareholders. The Depository may contact shareholders by mail, telephone or facsimile and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners.

20. Fees and Expenses

     We have agreed to pay each of Oppenheimer and Canaccord a fee for their dealer manager services. We have also agreed to reimburse Oppenheimer and Canaccord for certain reasonable out-of-pocket expenses incurred in connection with their engagement, and to indemnify them against certain liabilities to which they may become subject as a result of their engagement.

     We will pay the Depository reasonable and customary compensation for its services. We will also reimburse the Depository for certain reasonable out-of-pocket expenses and indemnify the Depository against certain liabilities and expenses in connection with the Offer, including certain liabilities under Canadian provincial and U.S. federal securities laws. We will not pay any fees or commissions to any broker or dealer or any other person for soliciting deposits of common shares pursuant to the Offer. Brokers, dealers, commercial banks and trust companies will, upon request, be reimbursed by us for reasonable and necessary costs and expenses incurred by them in forwarding materials to their customers.

     We expect to incur expenses of approximately US$750,000 in connection with the Offer, which includes filing, advisory, legal, accounting, depository and printing fees.

21. Statutory Rights

     Securities legislation in the provinces and territories of Canada provides shareholders with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or damages if there is a misrepresentation in a circular or notice that is required to be delivered to shareholders. However, such rights must be exercised within

40

prescribed time limits. Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult with a lawyer.

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APPROVAL AND CERTIFICATE

September 1, 2009

     The board of directors of Cardiome Pharma Corp. has approved the contents of the Offer to Purchase and the accompanying Circular dated September 1, 2009 and the delivery thereof to shareholders. The foregoing Offer to Purchase and Circular contain no untrue statement of a material fact and do not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

/s/ Douglas G. Janzen	/s/ Curtis Sikorsky
Chief Executive Officer and President	Chief Financial Officer
On behalf of the Board of Directors:
/s/ Robert W. Rieder	/s/ Peter W. Roberts
Director	Director

C-1

CONSENT OF KPMG LLP

To the Board of Directors of Cardiome Pharma Corp. (“Cardiome”):

We have read the Offer to Purchase and Issuer Bid Circular of Cardiome Pharma Corp. (the “Company”) dated September 1, 2009 relating to the Company’s offer to purchase, for cancellation, up to US$27.5 million of its common shares. We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

We consent to the incorporation by reference in the above mentioned Offer to Purchase and Issuer Bid Circular of our report to the shareholders of the Company on the audited consolidated balance sheets of the Company as at December 31, 2008 and 2007 and the consolidated statements of operations and comprehensive loss, shareholders’ equity and cash flows for the years then ended. Our report is dated March 6, 2009.

(signed) “KPMG LLP”

Vancouver, Canada
September 1, 2009

C-2

The Letter of Transmittal or the Notice of Guaranteed Delivery, certificates for common shares and any other required documents must be sent or delivered by each depositing shareholder or the depositing shareholder’s broker, commercial bank, trust company or other nominee to the Depository at one of its addresses specified below.

THE DEPOSITORY FOR THE OFFER IS:

Computershare Investor Services Inc.

By Mail:	International Calls:	By Hand or Overnight Courier:
PO Box 7021	1-514-982-7555	100 University Avenue, 9th Floor
31 Adelaide Street East	Toll Fee Number:	Toronto, Ontario M5J 2Y1
Toronto, Ontario M5C 3H2	1-800-564-6253	Attention: Corporate Actions
Attention: Corporate Actions

Any questions or requests for assistance may be directed to the Depository at the addresses and telephone number specified above. Shareholders also may contact the Dealer Managers or their broker, commercial bank or trust company for assistance concerning the Offer. Manually executed photocopies of the Letter of Transmittal or the Notice of Guaranteed Delivery will be accepted.

THE DEALER MANAGERS FOR THE OFFER ARE:

In the United States:	In Canada:
Oppenheimer & Co.	Canaccord Capital Corporation
Telephone: (212) 667-5506	Telephone: (416) 869-3349

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

You should read the Instructions accompanying this Letter of Transmittal carefully before completing this Letter of Transmittal. You should also read the Offer to Purchase (the “Offer to Purchase”) and Issuer Bid Circular (the “Circular”) dated September 1, 2009 accompanying this Letter of Transmittal. The Depository, the Dealer Managers or your broker or other financial advisor will assist you in completing this Letter of Transmittal.

LETTER OF TRANSMITTAL
To Deposit Common Shares of

CARDIOME PHARMA CORP.

Pursuant to the Offer to Purchase

Dated September 1, 2009

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (EASTERN TIME) ON OCTOBER 6, 2009
UNLESS THE OFFER IS EXTENDED, WITHDRAWN OR VARIED.

The Depository is:

COMPUTERSHARE INVESTOR SERVICES INC.

Toll Free: 1 800 564-6253 International: 1 514 982-7555

E-mail: corporateactions@computershare.com

By Mail:	By Hand or Overnight Courier:
PO Box 7021	100 University Avenue, 9th Floor
31 Adelaide Street East	Toronto, Ontario M5J 2Y1
Toronto, Ontario M5C 3H2	Attention: Corporate Actions
Attention: Corporate Actions

This Letter of Transmittal is to be used only if certificates for common shares are forwarded with this Letter of Transmittal in accordance with Section 5 of the Offer to Purchase, “Procedure for Depositing Shares”.

TO:	CARDIOME PHARMA CORP. (“Cardiome”)
AND TO:	COMPUTERSHARE INVESTOR SERVICES INC. (the “Depository”)

     The undersigned delivers to Cardiome the enclosed certificate(s) for common shares and, subject only to the provisions of the Offer to Purchase regarding withdrawal, irrevocably accepts the Offer (as defined in the Offer to Purchase) for such common shares upon the terms and conditions contained in the Offer to Purchase and Circular. The following are the details of the enclosed certificate(s):

DESCRIPTION OF SHARES DEPOSITED
Certificate Number(s)	Number of Common Shares	Number of Common	Name and Address of Shareholder
(if available)	Represented by Certificate	Shares Deposited*	(please print)

* If you are not depositing all of the common shares evidenced by any share certificate listed above, indicate in this column the number of common shares evidenced by such share certificate you wish to deposit. If you leave this column blank, all common shares represented by such certificates will be considered to have been deposited. See Instruction 4 in this Letter of Transmittal.

ORDER OF PURCHASE

Indicate in the space below the order (by certificate number) in which the common shares you are depositing are to be purchased in event of pro-ration. If you do not designate an order, the order in which your common shares will be purchased in the event of pro-ration will be determined by the Depository. See Instruction 9 in this Letter of Transmittal.

1st:            2nd:            3rd:            4th:            5th:          

Delivery of this instrument to an address other than provided herein does not constitute a valid delivery.

The terms and conditions of the Offer set forth in the Offer to Purchase and the Circular are incorporated by reference in this Letter of Transmittal. Capitalized terms used and not defined in this Letter of Transmittal have the meanings ascribed to them in the Offer to Purchase and the Circular that accompanies this Letter of Transmittal. In the case of any inconsistency between the terms of this Letter of Transmittal and the Offer to Purchase or the Circular, the terms of the Offer to Purchase and the Circular shall prevail.

This Letter of Transmittal or a manually executed copy must accompany the certificates for common shares deposited pursuant to the Offer. Shareholders whose certificates are not immediately available or who cannot deliver their share certificates, or any other documents required to accompany this Letter of Transmittal, to the Depository before the Offer expires must deposit their common shares according to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase, “Procedure for Depositing Shares – Guaranteed Delivery”. See Instruction 2 in this Letter of Transmittal.

The undersigned hereby tenders to the Offer the number of common shares of Cardiome indicated in this Letter of Transmittal (i) pursuant to an auction tender at the price per share indicated in this Letter of Transmittal or (ii) pursuant to a purchase price tender, in each case upon the terms and subject to the terms and conditions of the Offer, including the conditions relating to pro-ration and conditional tenders.

Shareholders who wish to deposit common shares under the Offer and whose certificates are registered in the name of an investment dealer, stock broker, bank, trust company or other nominee should immediately contact such nominee in order to take the necessary steps to be able to deposit such common shares under the Offer.

Shareholders are urged to consider carefully the income tax consequence of accepting the Offer before depositing common shares under the Offer. Shareholders should consult their own tax advisors as to the specific tax consequences to them of accepting the Offer. See Section 15 of the Circular, “Income Tax Considerations”.

Subject to and effective upon acceptance for purchase by Cardiome of some or all of the common shares tendered to the Offer pursuant to this Letter of Transmittal, the undersigned hereby (i) sells, assigns and transfers to or upon the order of Cardiome all rights, title and interest in and to such common shares and in and to any and all rights, benefits and claims in respect thereof or arising, or having arisen as a result of the undersigned’s ownership of such common shares, and in and to any and all distributions, payments, securities, rights, assets or other interests which may be declared, paid, issued, distributed, made or transferred, or may be payable, issuable, distributable or transferable, on or in respect of such common shares or any of them on or after the date upon which Cardiome takes up and pays for the common shares under the Offer and (ii) irrevocably constitutes and appoints the Depository and any officer of Cardiome as attorney-in-fact of the undersigned with respect to such common shares effective from the time Cardiome takes up and pays for such common shares, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to:

(a)	deliver certificates for such common shares, together with all accompanying evidences of transfer and authenticity, to or upon the order of Cardiome upon receipt by the Depository, as agent of the undersigned, of the aggregate purchase price for such common shares;
(b)	present certificates for such common shares for cancellation and transfer on the books of Computershare Investor Services Inc., in its capacity as registrar and transfer agent of Cardiome; and
(c)	subject to the next paragraph, receive all benefits and otherwise exercise all rights of beneficial ownership of such common shares.

The undersigned hereby represents and warrants that:

(a) the undersigned has full power and authority to deposit, sell, assign and transfer the common shares to Cardiome;

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(b)	the undersigned understands that tendering common shares to the Offer in accordance with Section 5 of the Offer to Purchase, “Procedure for Depositing Shares” and the instructions hereto will constitute acceptance by the undersigned of the terms and conditions of the Offer, including the undersigned’s representation and warranty that (i) the undersigned has a “net long position” in the common shares being deposited or equivalent securities at least equal to the common shares being deposited within the meaning of Rule 14e-4 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) the deposit of such common shares complies with Rule 14e-4 under the Exchange Act;
(c)	when and to the extent Cardiome accepts the common shares tendered to the Offer pursuant to this Letter of Transmittal for payment, Cardiome will acquire good, marketable, and unencumbered title to such common shares, free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, and the same will not be subject to any adverse claim provided that any dividends or distributions which may be declared, paid, issued, distributed, made or transferred on or in respect of such common shares before the common shares are accepted for payment shall be for the account of the undersigned;
(d)	on request, the undersigned will execute and deliver any additional documents that the Depository or Cardiome deems necessary or desirable to complete the assignment, transfer, and purchase of the common shares tendered to the Offer pursuant to this Letter of Transmittal; and
(e)	the undersigned has received the Offer to Purchase and the Circular and agrees to all of the terms of the Offer.

The names and addresses of the registered owners of the common shares deposited hereby should be printed, if they are not already printed above, as they appear on the certificates representing the common shares deposited hereby. The certificate numbers and the number of common shares that the undersigned wishes to deposit should be indicated in the appropriate boxes. If the common shares are being deposited pursuant to an auction tender, the purchase price at which such common shares are being deposited should be indicated in Box B (“Auction Tender”) below.

The undersigned understands that he, she or it must indicate whether the common shares deposited hereby are being deposited pursuant to an auction tender or a purchase price tender by completing Box A (“Type of Tender”) below. Shareholders who deposit common shares without completing Box A (“Type of Tender”) below will be deemed to have made a purchase price tender.

The undersigned understands that Cardiome will determine a single price per share (the “Purchase Price”) that it will pay for common shares properly tendered under the Offer. The Purchase Price, which will not be less than US$4.25 per share or more than US$5.10 per share, will be determined on the basis of the number of common shares tendered to the Offer and, in the case of auction tenders, the prices specified by the depositing shareholders. The Purchase Price will be the lowest price between US$4.25 per share and US$5.10 per share that will enable Cardiome to purchase US$27.5 million of common shares (unless the Offer is undersubscribed, in which case the Purchase Price will be the price that enables Cardiome to purchase all common shares properly tendered to the Offer and not withdrawn). For the purpose of determining the Purchase Price, common shares deposited pursuant to purchase price tenders will be deemed to have been deposited at US$4.25 per share, the minimum price in the Offer.

The undersigned understands that Cardiome will not purchase common shares tendered to the Offer pursuant to an auction tender if the price specified by the depositing shareholder is greater than the Purchase Price. The undersigned further understands that a shareholder who wishes to tender common shares at more than one price must complete a separate Letter of Transmittal for each price at which common shares are so tendered.

The undersigned understands that Cardiome will, subject to the terms and conditions of the Offer, including conditions relating to pro-ration and the conditional tenders, purchase at the Purchase Price all common shares properly deposited or deemed to be deposited (and not withdraw) at or below the Purchase Price. The Purchase Price for common shares accepted for purchase under the Offer will be payable in cash

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(subject to applicable withholding taxes, if any). The undersigned understands that under no circumstances will Cardiome pay interest on the purchase price, even if there is a delay in making payment.

If the aggregate number of common shares properly deposited or deemed to be deposited for purchase at or below the Purchase Price (and not withdrawn) would result in an aggregate purchase price of more than US$27.5 million, it is possible that some or all of the common shares tendered to the Offer pursuant to this Letter of Transmittal will not be purchased even if they are deposited or deemed to be deposited at or below the Purchase Price. The undersigned understands the common shares properly deposited and not withdrawn will be purchased by Cardiome in the following priority in such circumstances:

• without pro-ration, all common shares deposited or deemed to be deposited for purchase at or below the Purchase Price by holders of “odd lots” of less than 100 common shares who have tendered all of their common shares to the Offer;

• on a pro rata basis, all other common shares deposited or deemed to be deposited for purchase at or below the Purchase Price (subject to the conditional tender provisions described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares” and adjustments to avoid the purchase of fractional shares); and

• by random lot, but only to the extent feasible, all common shares deposited or deemed to be deposited for purchase at or below the Purchase Price subject to the condition that a specified minimum number of such common shares be purchased as described in Section 4 of the Offer to Purchase, “Conditional Tender of Shares” (and for whom such condition was not initially satisfied).

The undersigned understands that any determination by Cardiome as to pro-ration or the allocation of common shares by random lot shall be final and binding on all parties. If any common shares deposited by the undersigned are not purchased, including common shares deposited pursuant to auction tenders at prices greater than the Purchase Price and common shares not purchased because of pro-ration or because the tendering shareholder’s minimum conditional tender conditions were not met, Cardiome will return the certificate(s) promptly after the Offer expires. Such certificate(s) will be returned to the undersigned at the address indicated above unless otherwise indicated in Box E (“Special Payment Instructions”) or Box F (“Special Delivery Instructions”) below. The undersigned recognizes that Cardiome has no obligation, pursuant to the Special Payment Instructions, to transfer any certificates for common shares from the name of their registered owner.

The undersigned understands that Cardiome may terminate or amend the Offer under certain circumstances set forth in the Offer to Purchase.

The undersigned understands that acceptance by Cardiome of common shares deposited hereby will constitute a binding agreement between the undersigned and Cardiome effective upon acceptance by Cardiome of such common shares. By execution and delivery of this Letter of Transmittal (or a manually executed photocopy), the undersigned waives any right to receive any notice of acceptance by Cardiome of the common shares deposited hereby for purchase.

The undersigned understands that Cardiome will not accept for tender any fractional common shares nor will it accept any alternative, conditional or contingent deposits except as specifically permitted by the Offer to Purchase.

The undersigned understands that Cardiome will make payment for all common shares accepted for payment pursuant to the Offer by depositing the aggregate purchase price for such common shares with the Depository. The Depository will act as agent for depositing shareholders for the purpose of receiving payment from Cardiome and transmitting such payment to the depositing shareholders. Receipt of such payment by the Depository will be deemed to constitute receipt of such payment by the shareholders. Under no circumstances will interest be paid by Cardiome or the Depository by reason of any delay in payment for deposited common shares or otherwise.

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The undersigned instructs the Depository and Cardiome to (i) issue a cheque to the undersigned in an amount equal to the aggregate purchase price for all common shares deposited by the undersigned that are accepted for payment by Cardiome and (ii) mail such cheque by first-class mail to the address indicated above unless otherwise indicated in Box E (“Special Payment Instructions”), Box F (“Special Delivery Instructions”) or Box G (“Hold for Pick-Up”) below.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as provided for in the Offer to Purchase, this deposit is irrevocable.

If a share certificate has been lost, stolen or destroyed, this Letter of Transmittal, including Box K (“Lost, Stolen or Destroyed Certificates”) below, should be completed as fully as possible and forwarded to the Depository, together with a letter describing the loss, theft or destruction. Such letter should include a telephone number and other contact details for the undersigned. The Depository will respond with the replacement requirements, which includes certain additional documents that must be signed in order to obtain replacement certificate(s) and the payment of the required lost certificate fee. The lost certificate fee is 3% of the market value of the common shares represented by the lost certificate(s) as at the time of the notification, subject to a minimum fee of Cdn$20.00.

The undersigned agrees not to (i) vote any of the deposited common shares taken up and paid for under the Offer, or any securities issued as distributions on such common shares, at any meeting or (ii) exercise any of the other rights or privileges attaching to any of the deposited common shares taken up and paid for under the Offer or otherwise take any action with respect thereto. The undersigned agrees further to execute and deliver to Cardiome, provided not contrary to any applicable law, at any time and from time to time, as and when requested by, and at the expense of, Cardiome, any and all instructions of proxy, authorization or consent, in form and on terms satisfactory to Cardiome, in respect of any such deposited common shares or distributions consisting of securities. The undersigned agrees further to designate in any such instruments of proxy the person or persons specified by Cardiome as the proxyholder of the undersigned in respect of such deposited common shares or distributions consisting of securities.

By reason of the use by the undersigned of an English language form of Letter of Transmittal, the parties shall be deemed to have required that any contract evidenced by the Offer as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l’usage d’une lettre d’envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont presumés avoir requis que tout contrat attesté par l’offre et son acceptation par cette d’envoi, de même que tous les documents qui s’y rapportent, soient redigés exclusivement en langue anglaise.

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BOX A
TYPE OF TENDER
(See Instruction 5)

Check only one box. If more than one box is checked or if no box is checked, all common shares tendered pursuant to this Letter of Transmittal will be deemed to have been tendered pursuant to a purchase price tender.

The common shares of Cardiome being deposited hereby are being deposited pursuant to (check one):

o Auction Tender
(Please complete Box B)

o Purchase Price Tender

BOX C
CONDITIONAL TENDER
(See Instruction 6)

You may tender common shares to the Offer subject to the condition that a specified minimum number of the common shares tendered hereby must be purchased if any of such common shares are purchased (see Section 4 of the Offer to Purchase, “Conditional Tender of Shares”). Unless the minimum number of common shares indicated below is purchased under the Offer, none of the common shares tendered pursuant to this Letter of Transmittal will be purchased. It is your responsibility to calculate the minimum number of common shares that must be purchased. Cardiome urges you to consult your own tax advisors before completing this Box C.

Unless this box has been completed and a minimum specified, your tender will be deemed unconditional. Do not complete this box if you want your tender to be unconditional.

Minimum number of
common shares to be purchased:

If the withdrawal of conditional tenders would cause the aggregate purchase price of all common shares purchased under the Offer to fall below US$27.5 million, Cardiome may accept conditional tenders by random lot. To be eligible for purchase by random lot, you must tender all of your common shares and check the box below.

o The common shares tendered hereby represent all of the common shares held by the undersigned.

BOX B
AUCTION TENDER
(See Instruction 5)

This box MUST be completed if the common shares tendered pursuant to this Letter of Transmittal are being tendered pursuant to an auction tender. If you fail to specify any price below, the common shares tendered pursuant to this Letter of Transmittal will be deemed to have been tendered pursuant to a purchase price tender.

Check Only One Box. If more than one box is checked, your common shares will be deemed to have been tendered pursuant to a purchase price tender.

Price per share at which common shares are being deposited:

o   US$4.25      o   US$4.40
o   US$4.55      o   US$4.70
o   US$4.85      o   US$5.00
o   US$5.10

BOX D
ODD LOTS
(See Instruction 8)

To be completed only if common shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 common shares as of the close of business on the Expiration Date and all of the common shares held by such person are being tendered.

The undersigned either (check one box):

o is the beneficial or record owner of an aggregate of fewer than 100 common shares as of the close of business on the Expiration Date, all of which are being tendered; or

o is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), common shares with respect to which it is the record holder and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 common shares as of the close of business on the Expiration Date and is tendering all of his, her or its common shares.

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BOX E
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4 and 10)

To be completed ONLY if certificates for common shares deposited but not purchased and the cheque for the purchase price of common shares purchased are to be issued in the name of someone other than the undersigned.

Issue cheque and certificate(s) to:

Name
	(Please Print)

Address

(Include Postal Code or Zip Code)

(Social Insurance No. or Tax Identification No. or Social Security No.)

(Recipients in U.S. to Complete Accompanying IRS Form W-9)

BOX G
HOLD FOR PICK-UP
(See Instruction 10)

o Hold certificates and/or cheques for common shares tendered pursuant to this Letter of Transmittal for pick-up.

BOX F
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4 and 10)

To be completed ONLY if certificates for common shares deposited but not purchased and the cheque for the purchase price of common shares purchased are to be sent to someone other than the undersigned, or to the undersigned at an address other than that shown above.

Mail cheque and certificate(s) to:

Name
	(Please Print)

Address

(Include Postal Code or Zip Code)

BOX H
NOTICE OF GUARANTEED DELIVERY
(See Instruction 2)

o Check here if certificates for deposited common shares are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Depository and complete the following:

Name(s) of Registered Owner(s):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution Which Guaranteed Delivery:

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BOX I
SHAREHOLDER(S) SIGN HERE
(See Instruction 1)

Must be signed by registered owner(s) exactly as name(s) appear(s) on certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificate(s) and documents transmitted with this Letter of Transmittal. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth the full title.

Date:                     , 2009

Authorized Signature:
	Signature(s) of shareholder or
	authorized representative

Name(s):
	(Please Print)

Capacity:

Address:
	(Include Postal Code or Zip Code)

Area Code and Telephone Number:

E-mail Address:

TIN; SSN; SIN:

* Canadian shareholders must provide Social Insurance Number; U.S. shareholders must provide Taxpayer Identification Number or Social Security Number

Recipients in the United States must complete accompanying IRS Form W-9

BOX J
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 7)

Authorized Signature:

Name(s):
	(Please Print)

Title:

Name of Firm:

Address:

(Include Postal Code or Zip Code)

Area Code and Telephone Number:

E-mail Address:

Date:                     , 2009

BOX K
LOST, STOLEN OR DESTROYED CERTIFICATES

To be completed ONLY if certificates representing your common shares being deposited have been lost, stolen or destroyed.

The undersigned has either (check one):

o lost the certificate(s) representing his, her or its common shares;

o had the certificate(s) representing his, her or its common shares stolen; or

o had the certificate(s) representing his, her or its common shares destroyed.

If a certificate representing common shares has been lost, stolen or destroyed, this Letter of Transmittal, including this Box K, must be completed as fully as possible and forwarded, together with a letter describing the loss, theft or destruction and providing your telephone number, to the Depository. The Depository will respond with the replacement requirements.

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INSTRUCTIONS
Forming Part of the Terms of the Offer

1.	Guarantee of Signatures
	No signature guarantee is required if either:

(a)

this Letter of Transmittal is signed by the registered holder of the common shares deposited hereby and payment and delivery are to be made directly to such owner and such owner has not completed either Box E (“Special Payment Instructions”) or Box F (“Special Delivery Instructions”) above; or

(b)

the common shares deposited hereby are deposited for the account of a Canadian Schedule I chartered bank, a major trust company in Canada, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP) (each such entity, an “Eligible Institution”), whose members normally include members of recognized stock exchanges in Canada and the United States, members of the Investment Dealers Association of Canada, members of the Financial Industry Regulation Authority and banks and trust companies in the United States.

	In all other cases, an Eligible Institution must guarantee all signatures in this Letter of Transmittal by completing Box J (“Guarantee of Signature(s)”). See Instruction 7 in this Letter of Transmittal.
2.	Delivery of Letter of Transmittal and Certificates — Guaranteed Delivery Procedures
	Letter of Transmittal
	This Letter of Transmittal is to be used only if physical certificates for common shares are being deposited with the Depository in accordance with Section 5 of the Offer to Purchase, “Procedure for Depositing Shares”. If you are using this Letter of Transmittal, the physical certificate representing your tendered common shares and a properly completed and duly executed Letter of Transmittal (or a manually executed copy), together with any other documents required by this Letter of Transmittal, must be delivered to the Depository at the address set forth herein before the Offer expires. The physical certificate representing the tendered common shares must be in proper form for transfer.
	Notice of Guaranteed Delivery
	Shareholders who cannot deliver share certificates or any other required documents to the Depository before the Offer expires may deposit their common shares by or through any Eligible Institution by properly completing and duly executing and delivering a Notice of Guaranteed Delivery to the Depository and otherwise complying with the guaranteed delivery procedures set forth in Section 5 of the Offer to Purchase, “Procedure for Depositing Shares – Guaranteed Delivery”. The Notice of Guaranteed Delivery must be hand-delivered, couriered, mailed or transmitted by facsimile transmission to the Depository at its office in Toronto, Ontario before the Offer expires. The Notice of Guaranteed Delivery must be guaranteed by an Eligible Institution in the manner set forth in the Notice of Guaranteed Delivery.
	In order for the deposit of common shares pursuant to a Notice of Guaranteed Delivery to be effective, the certificate for the deposited common shares and a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy), together with all other documents required by this Letter of Transmittal, must be received by the Depository at its Toronto office on or before the third trading day on the Toronto Stock Exchange and the NASDAQ Global Market after the Offer expires.

The method of delivery of all documents to the Depository is at the option and risk of the depositing shareholder. If documents are delivered by mail, registered mail with return receipt requested, properly insured, is recommended. It is further suggested that any such mailing be made sufficiently in advance of the Expiration Date to permit delivery to the Depository on or prior to such date. Common shares will not be validly deposited under the Offer until the required documents are actually received by the Depository.

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3.	Inadequate Space
	If the space provided in the box captioned “Description of Shares Deposited” on the cover page is inadequate, the certificate numbers and/or the number of common shares being deposited pursuant to this Letter of Transmittal should be listed on a separate signed schedule and attached hereto.
4.	Partial Deposits and Unpurchased Common Shares
	If you are not depositing all of the common shares evidenced by a share certificate, fill in the number of common shares which are to be deposited in the column entitled “Number of Common Shares Deposited” on the cover page. If any of such common shares are purchased, a new certificate for the remainder of the common shares evidenced by the old certificate(s) will be issued and sent to the registered holder (unless otherwise specified in Box E (“Special Payment Instructions”) or Box F (“Special Delivery Instructions”) in this Letter of Transmittal) as soon as practicable after the Offer expires.
	If you do not fill in the column entitled “Number of Shares Deposited”, all common shares represented by the certificate(s) listed and delivered to the Depository will be deemed to have been deposited under the Offer.
5.	Type of Tender and Purchase Price
	Type of Tender
	Shareholders tendering common shares to the Offer must indicate whether they are depositing common shares pursuant to an auction tender or a purchase price tender. In order to indicate whether you are depositing common shares pursuant to an auction tender or a purchase price tender, you must complete Box A (“Type of Tender”) in this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery.
	If you do not complete Box A (“Type of Tender”) or you select both auction tender and purchase price tender, you will be deemed to have deposited your common shares pursuant to a purchase price tender. Unless properly withdrawn and re-deposited, the same common shares cannot be deposited pursuant to both an auction tender and a purchase price tender. If you wish to deposit some common shares pursuant to an auction tender and other common shares pursuant to a purchase price tender, you must complete a separate Letter of Transmittal and, if applicable, Notice of Guaranteed Delivery for each such deposit.
	Auction Tenders – Selection of Purchase Price
	Shareholders tendering common shares pursuant to an auction tender must indicate the price per share at which they are depositing common shares in Box B (“Auction Tender”) in this Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. If you fail to select a price, you will be deemed to have deposited your common shares for purchase at a price of US$4.25 per share, the minimum price in the Offer. No purchase price can be specified by shareholders making a purchase price tender.
	Unless properly withdrawn and re-deposited, the same common shares cannot be deposited at more than one price. If you wish to deposit some common shares at one price and other common shares at one or more other prices, you must complete a separate Letter of Transmittal and, if applicable, Notice of Guaranteed Delivery for each such deposit.
6.	Conditional Tenders
	Shareholders are permitted to tender common shares to the Offer subject to the condition that Cardiome must purchase a specified number of the common shares so tendered if any of such common shares are purchased. In order to deposit common shares pursuant to a conditional tender, you must complete Box C (“Conditional Tenders”) of this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. If you do not complete Box C (“Conditional Tenders”) of this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery, your deposit of common shares will not be conditional on the number of such common shares accepted for payment by Cardiome.

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If the effect of accepting tenders on a pro rata basis would be to reduce the number of common shares to be purchased pursuant to a conditional tender to a number which is below the minimum number so specified, the conditional tender will automatically be regarded as withdrawn (subject to reinstatement if such common shares are subsequently selected by random lot in accordance with Section 4 of the Offer to Purchase, “Conditional Tender of Shares”).

Conditional tenders will be selected by random lot only from shareholders who tender all of their common shares. If the withdrawal of conditional tenders would cause the aggregate purchase price of common shares purchased under the Offer to fall below US$27.5 million of common shares, Cardiome will, to the extent possible, select by random lot a sufficient number of conditional tenders that would otherwise have been withdrawn to permit Cardiome to purchase US$27.5 million of common shares. In each case, Cardiome will limit the number of common shares purchased to the minimum number of common shares specified in the conditional tender.

The conditional tender alternative is made available primarily for U.S. shareholders seeking to have the sale of common shares under the Offer treated as a sale of common shares (as opposed to the payment of a dividend) for U.S. federal income tax purposes. It is the responsibility of the tendering shareholder to calculate the minimum number of common shares that must be sold in order for the shareholder to obtain the desired tax result. Shareholders subject to U.S. federal income tax rules should consult with their own tax advisors. Cardiome can provide no assurances that a conditional tender will achieve the intended U.S. federal income tax results in all cases. See Section 15 of the Circular, “Income Tax Considerations”.

7. Signatures on Letter of Transmittal, Stock Transfer Powers and Endorsements

(a)	Box I (“Shareholders Sign Here”) in this Letter of Transmittal must be signed by the registered owner(s) of the common shares deposited hereby and the signature(s) therein must correspond exactly with the name(s) as written on the face of the certificate without any change whatsoever.
(b)	If the common shares are registered in the names of two or more joint owners, each such owner must sign Box I (“Shareholders Sign Here”) in this Letter of Transmittal.
(c)	If common shares represented by more than one certificate are registered in different names, it will be necessary to complete a separate Letter of Transmittal for each such certificate.
(d)	When this Letter of Transmittal is signed by the registered owner(s) of the common shares deposited hereby, no endorsement of the certificate(s) representing such common shares or separate stock transfer powers are required unless payment is to be made (or certificates for common shares deposited but not purchased are to be issued) to a person other than the registered owner(s). If this Letter of Transmittal is signed by a person other than the registered owner(s) of the common shares deposited hereby, the certificate(s) must be endorsed or accompanied by appropriate stock transfer powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificate(s). All signature(s) so required on a certificate or stock transfer power must be guaranteed by an Eligible Institution. See Instruction 1 in this Letter of Transmittal.
(e)	If this Letter of Transmittal, or any certificate or stock transfer power, is signed by a trustee, executor, administrator, guardian, attorney-in-fact or officer, or any other person acting in a fiduciary or representative capacity, such person should so indicate when signing such Letter of Transmittal, certificate or stock transfer power and must submit proper evidence satisfactory to Cardiome of his, her or its authority to so act.

8.

Odd Lots

If the Offer is oversubscribed, common shares deposited pursuant to “odd lot” deposits will not be subject to pro-ration. An odd lot deposit is a deposit by a shareholder who owns less than 100 common shares as of the close of business on the Expiration Date and (i) properly deposits or is deemed to deposit under the Offer all of the common shares owned by such shareholder at or below the Purchase Price and (ii) checks Box D (“Odd Lots”) in this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery.

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	Holders of odd lots who do not deposit all of their common shares at or below the Purchase Price, or who do not properly complete Box D (“Odd Lots”) in this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery, will be subject to pro-ration on the same basis as other shareholders.
9.	Order of Purchase in Event of Pro-ration
	Under the Offer, shareholders may designate the order in which their common shares are purchased in the event of pro-ration. See Section 3 of the Offer to Purchase, “Number of Shares and Pro-ration”. In order to designate the order in which your common shares will be purchased in the event of pro-ration, you must designate the order in which your common shares are to be purchased on the cover page of this Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery.

The order of purchase may have an effect on the U.S. federal income tax classification of any gain or loss on common shares purchased under the Offer. It is the responsibility of the tendering shareholder to determine the order in which the common shares tendered to the Offer by such shareholder are to be purchased. Shareholders subject to U.S. federal income tax rules are urged to consult with their own tax advisors. Cardiome can provide no assurances that specifying the order in which common shares are to be purchased will achieve the intended U.S. federal income tax results in all cases. See Section 15 of the Circular, “Income Tax Considerations”.

10.	Special Payment and Delivery Instructions
	If the certificates for deposited common shares not accepted for purchase or any cheques are to be issued in the name of a person other than the person who signed this Letter of Transmittal, you must complete Box E (“Special Payment Instructions”) in this Letter of Transmittal. If such certificates or cheques are to be sent to someone other than the person who signed this Letter of Transmittal, or are to be sent to the person who signed this Letter of Transmittal at a different address, you must complete Box F (“Special Delivery Instructions”) in this Letter of Transmittal. If such certificates or cheques are to be held by the Depository for pick-up, you must complete Box G (“Hold for Pick-Up”) in this Letter of Transmittal.
11.	Irregularities
	Cardiome will determine, in its sole discretion, acting reasonably, all questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any deposit of common shares. Any such determination by Cardiome will be final and binding on all parties. Cardiome reserves the absolute right to reject any or all deposits which it determines not to be in proper form or the acceptance of which may, in the opinion of Cardiome’s counsel, be unlawful. Cardiome also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the deposit of any particular common shares. No deposit of common shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with deposits must be cured within such time as Cardiome shall determine. None of Cardiome, the Dealer Managers, the Depository nor any other person is or will be obligated to give notice of defects or irregularities in deposits, nor shall any of them incur any liability for failure to give any such notice.
	Cardiome’s interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties.
12.	Questions and Requests for Assistance and Additional Copies
	Questions and requests for assistance and additional copies of the Offer to Purchase, the Circular, this Letter of Transmittal and/or the Notice of Guaranteed Delivery may be directed to the Dealer Managers at their respective addresses and telephone and facsimile numbers set forth on the back cover of the Offer to Purchase and Circular or from your broker, dealer, commercial bank, or trust company.

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13.	IRS Form W-9 and W-8
	Each U.S. shareholder depositing common shares under the Offer is required to provide the Depository with a correct U.S. taxpayer identification number (“TIN”), which is generally the shareholder’s social security or federal employer identification number, together with certain other information, on U.S. Internal Revenue Service (“IRS”) Form W-9, a copy of which is provided herein. If applicable, a non-resident alien individual or a foreign entity, including a disregarded U.S. domestic entity that has a foreign owner, should use an appropriate IRS Form W-8, available from the IRS website at www.irs.gov. Failure to provide the information on IRS Form W-9 or W-8, as applicable, may subject the depositing shareholder to certain penalties and/or backup withholding imposed by the IRS (currently at a 28% rate). For information respecting Canadian withholding tax on payments to non-residents of Canada see Section 15 of the Circular, “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations”. U.S. shareholders should see “Important U.S. Tax Information for U.S. Holders” below.
14.	Governing Law
	The Offer and any agreement resulting from the acceptance of the Offer will be construed in accordance with and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.
15.	Privacy Notice
	The Depository is committed to protecting your personal information. In the course of providing services in connection with the Offer, the Depository may receive non-public personal information about shareholders who tender common shares to the Offer. This information could include your name, address, social insurance number, securities holdings and other financial information. The Depository will use this information to administer your account, to better perform its function as depository for the Offer and for other lawful purposes relating to its services. The Depository has prepared a Privacy Code to tell you more about its information practices and how your privacy is protected. It is available at www.computershare.com, or by writing to the Depository at 100 University Avenue, Toronto, Ontario, M5J 2Y1. The Depository will use the information you are providing in this Letter of Transmittal in order to process your request and will treat your signature(s) on this form as your consent to the above.

IMPORTANT U.S. TAX INFORMATION FOR U.S. HOLDERS

This is a summary only of certain U.S. tax considerations. Shareholders should consult with their own tax advisors regarding the tax consequences with respect to their particular circumstances.

In order to avoid backup withholding of U.S. federal income tax on payments pursuant to the Offer, a U.S. shareholder tendering common shares must, unless an exemption applies, provide the Depository with such shareholder’s correct taxpayer identification number (“TIN”), certify under penalties of perjury that such TIN is correct (or that such shareholder is waiting for a TIN to be issued), and provide certain other certifications by completing the IRS Form W-9 included in this Letter of Transmittal. If a shareholder does not provide his, her or its correct TIN or fails to provide the required certifications, the IRS may impose certain penalties on such shareholder and payment to such shareholder pursuant to the Offer may be subject to backup withholding at a rate currently equal to 28%. All U.S. shareholders tendering common shares pursuant to the Offer should complete and sign the IRS Form W-9 to provide the information and certification necessary to avoid backup withholding (unless an applicable exemption exists and is proved in a manner satisfactory to the Depository). To the extent that a U.S. shareholder designates another U.S. person to receive payment, such other person may be required to provide a properly completed IRS Form W-9.

Backup withholding is not an additional tax. Rather, the amount of the backup withholding may be credited against the U.S. federal income tax liability of the person subject to the backup withholding. If backup withholding results in an overpayment of tax, a refund can be obtained by the shareholder by timely providing the required information to the IRS.

If the shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, then the shareholder should write “APPLIED FOR” in the space for the TIN in Part I of the

13

IRS Form W-9 and should sign and date the IRS Form W-9. If the Depository has not been provided with a properly certified TIN by the time of payment, backup withholding will apply. If the common shares are held in more than one name or are not in the name of the actual owner, consult the instructions on the IRS Form W-9 for additional guidance on which name and TIN to report.

Certain shareholders (including, among others, corporations, individual retirement accounts and certain foreign individuals and entities) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt U.S. shareholders should check the “Exempt payee” box on the IRS Form W-9. See the enclosed IRS Form W-9 for more instructions.

Non-U.S. shareholders, such as non-resident alien individuals and foreign entities, including a disregarded U.S. domestic entity that has a foreign owner, should not complete an IRS FormW-9. Instead, to establish an applicable withholding exemption, such a non-U.S. shareholder (or a shareholder’s non-U.S. designee, if any) may be required to properly complete and submit an IRS FormW-8BEN (or other appropriate type of IRS FormW-8), signed under penalties of perjury, attesting to such exempt status. Such forms may be obtained from the IRS website (www.irs.gov).

Shareholders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and reporting requirements.

14

Form W-9
(Rev. October 2007)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification Give form to the
requester. Do not
send to the IRS.

Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box: o Individual/Sole proprietor     o Corporation     o Partnership o Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ► - - - - - - - o Other (see instructions)►		o	Exempt   payee
Address (number, street, and apt. or suite no.)	Requester’s name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

or

Employer identification number

Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4.

Sign	Signature of
Here	U.S. person ►	Date ►

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

      Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

     1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

     2. Certify that you are not subject to backup withholding, or

     3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

      The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

Cat. No. 10231X Form W-9 (Rev. 10-2007)

Form W-9 (Rev. 10-2007) Page 2

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

      If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

     1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

     2. The treaty article addressing the income.

     3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

     4. The type and amount of income that qualifies for the exemption from tax.

     5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

     Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

     If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

      You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

     1. You do not furnish your TIN to the requester,

     2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

     3. The IRS tells the requester that you furnished an incorrect TIN,

     4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

     5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

     Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

     Also see Special rules for partnerships on page 1.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

     If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.

     For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line.

     For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the business name, sign and date the form.

Form W-9 (Rev. 10-2007) Page 3

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

     The following payees are exempt from backup withholding:

     1. An organization exempt from tax under section 501 (a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

     2. The United States or any of its agencies or instrumentalities,

     3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

     4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

     5. An international organization or any of its agencies or instrumentalities.

     Other payees that may be exempt from backup withholding include:

     6. A corporation,

     7. A foreign central bank of issue,

     8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

     9. A futures commission merchant registered with the Commodity Futures Trading Commission,

     10. A real estate investment trust,

     11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

     12. A common trust fund operated by a bank under section 584(a),

     13. A financial institution,

     14. A middleman known in the investment community as a nominee or custodian, or

     15. A trust exempt from tax under section 664 or described in section 4947.

     The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt
	for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 72

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification
Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

     If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1 -800-TAX-FORM (1 -800-829-3676).

     If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

     For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

     1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

     2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983.You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

Form W-9 (Rev. 10-2007) Page 4

     3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

     4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

     5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor(Uniform Gift to Minors Act)	The minor 2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or disregarded entity owned by an individual	The owner 3
For this type of account:		Give name and EIN of:
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	Legal entity 4
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

² Circle the minor’s name and furnish the minor’s SSN.

³ You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

     To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

     Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes.

     Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

     The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

     If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).

     Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

     You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

EX-99.(A)(1)(C)

Exhibit (a)(1)(C)

THIS IS NOT A LETTER OF TRANSMITTAL

NOTICE OF GUARANTEED DELIVERY

for

Deposit of Common Shares

of

Cardiome Pharma Corp.

Pursuant to the Offer to Purchase

Dated September 1, 2009

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (EASTERN TIME) ON
OCTOBER 6, 2009 UNLESS THE OFFER IS EXTENDED, WITHDRAWN OR VARIED

As set forth in Section 5, “Procedure for Depositing Shares – Guaranteed Delivery” of the Offer to Purchase of Cardiome Pharma Corp. (“Cardiome”) dated September 1, 2009 (the “Offer to Purchase”), this form or a form substantially equivalent to this form must be used to tender common shares of Cardiome to the Offer (as defined in the Offer to Purchase) if the holder of such common shares cannot deliver the certificates representing such common shares or any other required documents to the Depository before the Offer expires. Such form may be hand-delivered, couriered, mailed or transmitted by facsimile transmission to the Toronto office of the Depository at the address set forth below and must be received by the Depository before the Offer expires. See Section 5 of the Offer to Purchase, “Procedure for Depositing Shares – Guaranteed Delivery”.

TO:	CARDIOME PHARMA CORP.
AND TO:	COMPUTERSHARE INVESTOR SERVICES INC., as Depository

By Mail:	By Hand, Registered Mail or by Courier:
PO Box 7021 31 Adelaide Street East Toronto, Ontario M5C 3H2 Attention: Corporate Actions	100 University Avenue, 9th Floor Toronto, Ontario M5J 2Y1 Attention: Corporate Actions

COMPUTERSHARE INVESTOR SERVICES INC.
Facsimile Transmission: (905) 771-4082

Delivery of this Notice of Guaranteed Delivery to any address or transmission of instructions via a facsimile number other than as set forth above does not constitute a valid delivery.

This Notice of Guaranteed Delivery may not be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an Eligible Institution, such signature must appear on the applicable space on the Letter of Transmittal.

The undersigned hereby tenders the common shares indicated below to the Offer pursuant to the guaranteed delivery procedure set forth in Section 5 of the Offer to Purchase, “Procedure for Depositing Shares – Guaranteed Delivery”. The undersigned acknowledges receipt of the Offer to Purchase, together with the accompanying issuer bid circular (the “Circular”) and letter of transmittal (the “Letter of Transmittal”), and agrees to all of the terms of the Offer. Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the Offer to Purchase and Circular.

Cardiome Pharma Corp. — Notice of Guaranteed Delivery

Certificate Number(s)
(if available) Number of Common Shares
Represented by Certificate Number of Common
Shares Deposited* Name and Address of Shareholder
(please print)

* If you are not depositing all of the common shares evidenced by any share certificate listed above, indicate in this column the number of common shares evidenced by such share certificate you wish to deposit. If you leave this column blank, all common shares represented by such certificate(s) will be considered to have been deposited under the Offer. See Instruction 4 in the Letter of Transmittal.

ORDER OF PURCHASE

Indicate in the space below the order (by certificate number) in which the common shares you are depositing are to be purchased in event of pro-ration. If you do not designate an order, the order in which your common shares will be purchased in the event of pro-ration will be determined by the Depository. See Instruction 9 in the Letter of Transmittal.

1st:                      2nd:                      3rd:                      4th:                       5th:                    

DO NOT SEND SHARE CERTIFICATES WITH THIS FORM

The institution which completes this Notice of Guaranteed Delivery must deliver it to the Depository before the Offer expires. In order for the deposit of common shares pursuant to a Notice of Guaranteed Delivery to be effective, the certificate for the deposited common shares and a properly completed and duly executed Letter of Transmittal (or a manually executed photocopy), together with all other documents required by the Letter of Transmittal, must be received by the Depository at its Toronto office on or before the third trading day on the Toronto Stock Exchange and the NASDAQ Global Market after the Offer expires. Failure to do so could result in a financial loss to such institution.

2

GUARANTEE
(Not to be used for signature guarantee)

The undersigned guarantor hereby guarantees to deliver to the Depository at its address set forth above the certificate(s) representing the common shares deposited hereby, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal (or manually signed photocopy) and any other documents required by the Letter of Transmittal, on or before 5:00 pm (Eastern Time) on the third trading day on the Toronto Stock Exchange (the “TSX”) and NASDAQ Global Market (“NASDAQ”) after the Offer expires. As used herein “trading day” means a day on which trading occurs on either of the TSX or the NASDAQ.

The undersigned guarantor confirms that it is a Canadian Schedule 1 chartered bank or a major trust company in Canada or a member of the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP) or the New York Stock Exchange Inc. Medallion Signature Program (MSP).

Name of Firm

Address of Firm

Postal Code or Zip Code

Area Code and Tel. No.

Authorized Signature

Name

(Please type or print)

Title

Dated:                                                             , 2009

3

Cardiome Pharma Corp. — Notice of Guaranteed Delivery

BOX A
TYPE OF TENDER
(See Instruction 5 of the Letter of Transmittal)

Check only one box. If more than one box is checked or if no box is checked, all common shares tendered pursuant to this Notice of Guaranteed Delivery will be deemed to have been tendered pursuant to a purchase price tender. Common shares of Cardiome are being deposited hereby pursuant to (check one):

o	Auction tender	o	Purchase price tender
	(Please complete Box B)

BOX B
AUCTION TENDER
(See Instruction of the Letter of Transmittal)

This box MUST be completed if the common shares tendered pursuant to this Notice of Guaranteed Delivery are being tendered pursuant to an auction tender. If you fail to specify any price below, the common shares tendered pursuant to this Notice of Guaranteed Delivery will be deemed to have been tendered pursuant to a purchase price tender.

Check Only One Box. If more than one box is checked, the common shares tendered pursuant to this Notice of Guaranteed Delivery will be deemed to have been tendered pursuant to a purchase price tender.

Price per share at which common shares are being deposited:

o US$4.25	o US$4.40
o US$4.55	o US$4.70
o US$4.85	o US$5.00
o US$5.10

4

BOX C
CONDITIONAL TENDER
(See Instruction 6 of the Letter of Transmittal)

A shareholder may tender common shares to the Offer subject to the condition that a specified minimum number of the common shares tendered hereby to the Offer must be purchased if any of such common shares are purchased (see Section 4 of the Offer to Purchase, “Conditional Tender of Shares”). Unless the minimum number of common shares indicated below is purchased under the Offer, none of the common shares tendered pursuant to this Notice of Guaranteed Delivery will be purchased. It is the responsibility of the shareholder to calculate the minimum number of common shares that must be purchased. Cardiome urges shareholders to consult their own tax advisors before completing this Box C.

Unless this box has been completed and a minimum specified, the tender of common shares pursuant to this Notice of Guaranteed Delivery will be deemed unconditional. Do not complete this box, if the tendering shareholder wants the deposit of common shares pursuant to this Notice of Guaranteed Delivery to be unconditional:

Minimum number of common shares to be purchased:                                         

If the withdrawal of conditional tenders would cause the aggregate purchase price of all common shares purchased under the Offer to fall below US$27.5 million, Cardiome may accept conditional tenders by random lot. To be eligible for purchase by random lot, the tendering shareholder must have tendered all of his, her or its common shares and the box below must be checked.

o The common shares tendered hereby represent all of the common shares held by the tendering shareholder.

BOX D
ODD LOTS
(See Instruction 8 of the Letter of Transmittal)

To be completed only if common shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 common shares as of the close of business on the Expiration Date and all of the common shares held by such person are being tendered.

The guarantor either (check one box):

o is the beneficial or record owner of an aggregate of fewer than 100 common shares as of the close of business on the Expiration Date, all of which are being tendered; or

o is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), common shares with respect to which it is the record holder and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 common shares as of the close of business on the Expiration Date and is tendering all of his, her or its common shares.

5

EX-99.(A)(5)(I)

Exhibit (a)(5)(i)

6190 Agronomy Road, 6^th Floor
Vancouver, B.C.
V6T 1Z3 Tel: 604-677-6905
Fax: 604-677-6915

FOR IMMEDIATE RELEASE      NASDAQ: CRME     TSX: COM

CARDIOME PHARMA CORP. ANNOUNCES
COMMENCEMENT OF US$27.5 MILLION TENDER OFFER

Vancouver, Canada, September 1, 2009 — Cardiome Pharma Corp. (NASDAQ: CRME / TSX: COM) (“Cardiome” or the “Company”) announced that it has mailed an offer to purchase and issuer bid circular (the “Offer to Purchase and Circular”) to its shareholders today in connection with its previously announced tender offer to purchase for cancellation up to 6,470,588 of its common shares for an aggregate purchase price of up to US$27.5 million. The Offer to Purchase and Circular is being filed with the securities regulatory authorities in the United States and Canada.

The tender offer will be conducted as a modified “Dutch auction”, which will enable shareholders to select a price between US$4.25 per share and US$5.10 per share at which they are willing to tender their common shares to the offer. The purchase price will be the lowest price per share between US$4.25 and US$5.10 that enables Cardiome to purchase US$27.5 million of common shares. All common shares purchased under the offer will be purchased at the same price. Cardiome’s directors and officers will not tender any of their common shares to the offer. The offer to purchase shares will expire on October 6, 2009 at 5:00 p.m. (Eastern Time), unless withdrawn or extended.

Oppenheimer & Co. and Canaccord Capital Corporation (the “Dealer Managers”) will serve as dealer managers for the tender offer in the United States and Canada, respectively, and Computershare Investor Services, Inc. (the “Depository”) will act as depository.

Details of the Tender Offer
The Offer to Purchase and Circular contains full details of the tender offer and the procedures for tendering. The offer is not conditional upon a minimum number of common shares being tendered to the offer, but it is subject to certain other conditions that are specified in the Offer to Purchase and Circular. The offer to purchase shares will expire on October 6, 2009 at 5:00 p.m. (Eastern Time), unless withdrawn or extended.

As noted above, the modified “Dutch auction” procedures permit shareholders to select a price between US$4.25 per share and US$5.10 per share at which they are willing to sell their common shares to the Company. The purchase price, which will be the lowest price per share between US$4.25 and US$5.10 that enables Cardiome to purchase US$27.5 million of common shares, will be calculated immediately after the offer expires. All common shares purchased under the offer will be purchased at the same price, even if they were tendered at a price per share which is less than the purchase price. The Company will not purchase any common shares that are tendered to the offer at a price per share which is greater than the purchase price. If the number of common shares tendered to the offer at or below the purchase Price would result in an aggregate purchase price of more than US$27.5 million, the common shares tendered to the offer will be subject to pro-ration as described in the Offer to Purchase and Circular.

If the offer is fully subscribed at a purchase price of US$4.25 per share, Cardiome will purchase 6,470,588 common shares under the offer (representing approximately 10.1% of the issued and outstanding common shares as of the date hereof). If the offer is fully subscribed at a purchase price of US$5.10 per share, Cardiome will purchase 5,392,157 common shares under the offer (representing approximately 8.4% of the issued and outstanding common shares as of the date hereof).

Neither Cardiome nor any of its directors or officers, and neither of the Dealer Managers nor the Depository, makes any recommendation to any shareholder as to whether to tender or refrain from tendering common shares to the offer. Shareholders must make their own decision as to whether to tender common shares to the offer and, if so, how many common shares to tender to the offer. Shareholders are strongly encouraged to read the Offer to Purchase and Circular and to seek advice from their financial and tax advisors prior to making any decision with respect to the offer.

Press release is for informational purposes only

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Cardiome’s common shares. The solicitation and the offer to buy Cardiome’s common shares is being made only pursuant to the separate Offer to Purchase and Circular, and related documents. Cardiome is filing the Offer to Purchase and Circular and related documents with the Canadian securities regulatory authorities and a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”). Shareholders should carefully read the Tender Offer Statement, the Offer to Purchase and Circular, the related letter of transmittal and other related documents prior to making any decision with respect to the tender offer because they contain important information, including the various terms and conditions of the offer. The Offer to Purchase and Circular, the related letter of transmittal and certain other documents will be delivered without charge to all holders of Cardiome’s common shares.

The Tender Offer Statement (including the Offer to Purchase and Circular, the related letter of transmittal and all other offer documents filed by Cardiome with the SEC) is available without charge at the SEC website at www.sec.gov or by calling the Corporate Secretary of Cardiome at (604) 676-6993. The Offer to Purchase and Circular, the related letter of transmittal and all other offer documents that are required to be filed in Canada are also available without charge at www.sedar.com.

About Cardiome Pharma Corp.
Cardiome Pharma Corp. is a product-focused drug development company dedicated to the advancement and commercialization of novel treatments for disorders of the heart and circulatory system. Cardiome is traded on the NASDAQ Global Market (CRME) and the Toronto Stock Exchange (COM). For more information, please visit our web site at www.cardiome.com.

For Further Information:
Peter K. Hofman
Senior Director, Investor Relations
(604) 676-6993 or Toll Free: 1-800-330-9928
Email: phofman@cardiome.com

Forward-Looking Statement Disclaimer
Certain statements in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact, including without limitation statements containing the words “believe”, “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect” and similar expressions. Such forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause our actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed or implied by such forward-looking statements or information. Such factors include, among others, our stage of development, lack of product revenues, additional capital requirements, risk associated with the completion of clinical trials and obtaining regulatory approval to market our products, the ability to protect our intellectual property, dependence on collaborative partners and the prospects for negotiating additional corporate collaborations or licensing arrangements and their timing. Specifically, certain risks and uncertainties that could cause such actual events or results expressed or implied by such forward-looking statements and information to differ materially from any future events or results expressed or implied by such statements and information include, but are not limited to, the risks and uncertainties that: we, together with our collaborative partners, may not be able to successfully develop and obtain regulatory approval for vernakalant (iv) or vernakalant (oral) in the treatment of atrial fibrillation or any other current or future products in our targeted indications; our future operating results are uncertain and likely to fluctuate; we may not be able to raise additional capital; we may not be successful in establishing additional corporate collaborations or licensing arrangements; we may not be able to establish marketing and sales capabilities and the costs of launching our products may be greater than anticipated; we rely on third parties for the continued supply and manufacture of vernakalant (iv) and vernakalant (oral) and we have no experience in commercial manufacturing; we may face unknown risks related to intellectual property matters; we face increased competition from pharmaceutical and biotechnology companies; and other factors as described in detail in our filings with the Securities and Exchange Commission available at www.sec.gov and the Canadian securities regulatory authorities at www.sedar.com. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements and information, which are qualified in their entirety by this cautionary statement. All forward-looking statements and information made herein are based on our current expectations and we undertake no obligation to revise or update such forward-looking statements and information to reflect subsequent events or circumstances, except as required by law.

EX-99.(D)(1)

Exhibit (d)(1)

CARDIOME PHARMA CORP.

AMENDED INCENTIVE STOCK OPTION PLAN

Approved by the Board of Directors on
January 30, 2001, as amended on April 17, 2002, April 19, 2004, May 10, 2005, May 12, 2006, September 18, 2006, May 12, 2007 and July 27, 2007.

Approved by the Shareholders on
May 28, 2001, as amended on May 27, 2002, May 25, 2004, June 6, 2005, June 12, 2006 and September 5, 2007.

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SECTION 1- GENERAL PROVISIONS

1.1 Interpretation

(a)	For the purpose of this Plan, the following terms shall have the following meanings:
	“Administrative Guidelines” means the administrative guidelines relating to the Plan, which may include guidelines regarding the terms, limitations, restrictions and conditions for the grant of Options, as may be approved by the Board or an authorized committee of the Board from time to time;
	“Administrator” means, initially, the secretary of the Corporation and thereafter shall mean such director, officer or employee of the Corporation as may be designated from time to time, as Administrator by the Board or an authorized committee of the Board;
	“Associate” has the meaning ascribed to that term under section 1 of the Securities Act (Ontario);
	“Board” means the board of directors of the Corporation;
	“Certificate” means a certificate evidencing an Option, in the form set out as Schedule “A” hereto, or in such form as may be approved by the Board at the time of the grant of the Option;
	“Common Shares” means the common shares without par value of the Corporation as currently constituted;
	“Corporation” means Cardiome Pharma Corp.;
	“Consultant” means an individual (including an individual whose services are contracted through a personal holding corporation) with whom the Corporation or any of its Subsidiary Companies has a contract for services who is approved for participation in the Plan by the Board and for whom there exists an exemption from applicable prospectus requirements permitting the granting of an Option;
	“Dependent Contractor” means an individual (including an individual whose services are contracted through a personal holding corporation) with whom the Corporation has a contract for services, under which contract the Corporation maintains the same control and direction over the details and methods of work as it would for an employee of the Corporation, but for which individual income tax deductions are not made at source;
	“Effective Amendment Date” means July 27, 2007;
	“Effective Date” means January 30, 2001;

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“Eligible Person” means, subject to all applicable laws, any director, officer, employee (whether part-time or full-time), Dependent Contractor or Consultant of the Corporation or any of its Subsidiary Companies;

“Exercise Notice” means the notice respecting the exercise of an Option, in the form set out as Schedule “B” hereto, duly executed by the Option Holder;

“Insider” means:

(i)

an insider as defined under section 1(1) of the Securities Act (Ontario), other than a director or senior officer of a “subsidiary” or “affiliate” (within the meaning of those terms as used in the Securities Act (Ontario) of the Corporation unless such director or senior officer (x) in the ordinary course receives or has access to information as “material facts” or “material changes” (within the meaning of those expressions as used in the Securities Act (Ontario)) concerning the Corporation before the material facts or material changes are generally disclosed: (y) is a director or senior officer of a “major subsidiary” (within the meaning of that expression found in National Instrument 55-101) of the Corporation; or (z) is an insider of the Corporation in a capacity other than as a director or senior officer of the subsidiary or affiliate;

(ii)

an Associate or affiliate of any person who is an insider by virtue of (i) above.

“Option” means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan;

“Outstanding Issue” is determined on the basis of the number of Common Shares that are outstanding (on a non-diluted basis) immediately prior to the share issuance or grant of Option in question, excluding Common Shares issued pursuant to Share Compensation Arrangements over the preceding one year period;

“Participant” means Eligible Persons to whom Options have been granted;

“Personal Representative” means:

(i)	in the case of a deceased Participant, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and
(ii)	in the case of a Participant who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Participant;

“Plan” means this Stock Option Plan of the Corporation;

“Share Compensation Arrangement” means any share based compensation arrangement, including:

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(i)	stock option plans for the benefit of employees, Insiders, service providers (a person or company engaged by the Corporation to provide services for an initial, renewable or extended period of twelve months or more) or any one of such groups;
(ii)	individual stock options granted to employees, service providers or Insiders if not granted pursuant to a plan previously approved by the Corporation’s security holders;
(iii)	stock purchase plans where the Corporation provides financial assistance or where the Corporation matches the whole or a portion of the securities being purchased;
(iv)	stock appreciation rights involving issuances of securities from treasury;
(v)	any other compensation or incentive mechanism involving the issuance or potential issuances of securities of the Corporation; and
(vi)	security purchases from treasury by an employee, Insider or service provider which is financially assisted by the Corporation by any means whatsoever.

For greater certainty, arrangements which do not involve the issuance or potential issuance from treasury of securities of the Corporation are not Share Compensation Arrangements.

“Subsidiary Companies” has the meaning ascribed to it under section 1 of the Securities Act (Ontario); and

“Termination Date” means the date on which a Participant ceases to be an Eligible Person.

(b)	Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.
(c)	This Plan is established under and the provisions of the Plan shall be interpreted and construed in accordance with the laws of British Columbia.
(d)	This Plan has been amended and restated with effect from the Effective Amendment Date.

1.2 Purpose

The purpose of the Plan is to advance the interests of the Corporation by (i) providing Eligible Persons with additional incentive, (ii) encouraging stock ownership by such Eligible Persons, (iii) increasing the proprietary interest of Eligible Persons in the success of the Corporation, (iv) encouraging the Eligible Person to remain with the Corporation or its Subsidiary Companies, and (v) attracting new Eligible Persons.

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1.3 Administration

(a)	This Plan shall be administered by the Board or a committee of the Board duly authorized for this purpose by the Board and consisting of not less than three directors. If a committee is authorized for this purpose, all references to the Board will be deemed to be references to the committee.
(b)	Subject to the limitations of the Plan, the Board shall have the authority:

(i)	to grant Options to purchase Common Shares to Eligible Persons;
(ii)	to determine the terms, limitations, restrictions and conditions respecting such grants;
(iii)	to interpret the Plan and to adopt, amend and rescind such Administrative Guidelines and other rules and regulations relating to the Plan as it shall from time to time deem advisable;
(iv)	to construe and interpret the Plan and the Options granted thereunder;
(v)	to establish the sub-plans, procedures or guidelines for the grant of Options to Eligible Persons working outside of Canada; and
(vi)	to make all other determinations and to take all other actions in connection with the implementation and administration of the Plan including, without limitation, for the purpose of ensuring compliance with section 1.7 hereof, as it may deem necessary or advisable.

(c) Subject to the limitations of the Plan, the Administrative Guidelines and other rules and regulations relating to the Plan and sub-plans, procedures or guidelines for the grant of Options to Eligible Persons working outside of Canada or to comply with the provisions of the laws of any country in which the Corporation or its Subsidiary Companies may operate and interpretations and other determinations in respect of the Plan adopted or made from time to time by the Board, the Chief Executive Officer of the Corporation, provided that he or she at such time is a director of the Corporation, shall have the authority:

(i)	to grant Options to purchase Common Shares to employees of the Corporation or any of its Subsidiary Companies (whether part-time or full-time); and
(ii)	to determine the terms, limitations, restrictions and conditions respecting such grants.

Any action taken by the Chief Executive Officer within the scope of his or her delegation shall be deemed for all purposes to have been taken by the Board.

(d) The interpretation by the Board or an authorized committee of the Board of any of the provisions of the Plan and any determination by it pursuant thereto shall be final and conclusive and shall be binding on all Participants, the Corporation and

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its Subsidiary Companies, any shareholder and all other persons, and shall not be subject to any dispute by any Participant. No member of the Board or any person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Board and each such person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Corporation.

1.4 Shares Reserved

(a)	The maximum number of Common Shares that may be issued under this Plan from and after the Effective Amendment Date is 7,000,000 Common Shares, subject to adjustment as provided hereunder, provided that the number of Common Shares that may be issued under this Plan from and after the Effective Amendment Date will be increased annually, at the end of each fiscal year of the Corporation by an amount equal to the lesser of (i) 11.02% of the Corporation’s outstanding Common Shares as at the last day of such fiscal year of the Corporation and (ii) the number of Common Shares issued upon exercise of any Options after the Effective Amendment Date during such fiscal year.
(b)	The maximum number of Common Shares which may be issued under this Plan as ISOs (as defined in section 2.4 of this Plan) shall be 2,875,000 Common Shares.
(c)	The maximum number of Common Shares which may be reserved for issuance under Options to any one person at any time under this Plan shall be 5% of the Outstanding Issue.
(d)	Any Common Shares subject to an Option which for any reason is cancelled or terminated without having been exercised, shall again be available for grant under the Plan. No fractional shares shall be issued. Reference should be made to section 1.9(d) for the manner in which fractional share value shall be treated.
(e)	If there is a change in the outstanding Common Shares by reason of any stock dividend or any recapitalization, amalgamation, subdivision, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the relevant stock exchanges, appropriate substitution or adjustment in:

(i)	the number or kind of shares or other securities reserved for issuance pursuant to the Plan; and
(ii)	the number and kind of shares subject to unexercised Options theretofore granted and in the option exercise price of such shares,

provided, however, that no substitution or adjustment shall obligate the Corporation to issue or sell fractional shares. If the Corporation is reorganized, amalgamated with another corporation or consolidated, the Board shall make such

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provisions for the protection of the rights of Participants as the Board in its discretion deems appropriate.

1.5 Limits with respect to Insiders

(a)	The number of securities issuable to Insiders, at any time, under all Share Compensation Arrangements, including securities currently under grant (including outstanding options), and securities available to be granted to Insiders under all Share Compensation Arrangements, shall not exceed 10% of the Corporation’s total issued and outstanding securities.
(b)	The number of securities issued to Insiders under all Share Compensation Arrangements within a one year period shall not exceed 10% of the Corporation’s total issued and outstanding securities.
(c)	The maximum number of Common Shares which may be issued to any one Insider under the Plan within a one year period shall be 5% of the Outstanding Issue.
(d)	The maximum number of Common Shares which may be reserved for issuance under Options granted to non-employee directors of the Company under the Plan shall be 0.9% of the Outstanding Issue.

1.6 Amendment and Termination

(a)

This Plan will terminate on a date as the Board may determine (without prejudice to Options granted prior to the termination of this Plan).

(b)

Subject to section 1.6(c), the Board will have the right at any time and from time to time, to amend any of the provisions of this Plan or any Option in any manner without consent or approval from any Participant or shareholder of the Corporation (provided that no such amendment may be made that will materially prejudice the rights of any Participant under any Option previously granted to the Participant without consent by such Participant), including without limitation:

(i)

to make any amendment of a typographical, grammatical, clerical or administrative nature or clarification correcting or rectifying any ambiguity, immaterial inconsistency, defective provision, mistake, or error or omission in this Plan;

(ii)

to change the provisions relating to the manner of exercise of Options, including changing or adding any form of financial assistance provided by the Corporation, or if this Plan has a fixed number of securities issuable, adding provisions relating to a cashless exercise which provides for a full deduction of the underlying Common Shares from the maximum number reserved for issuance under this Plan;

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(iii)	to change the terms, conditions and mechanics of grant, vesting, exercise and early expiry of Options, provided that no such change may extend an outstanding Option’s expiry date;
(iv)	to change the provisions for termination of Options so long as the change does not permit the Corporation to grant an Option with an expiry date of more than 5 years or extend an outstanding Option’s expiry date;
(v)	to make any addition to, deletion from or alteration of the provisions of this Plan that are necessary to comply with applicable law or the requirements of any regulatory or governmental agency or applicable stock exchange and to avoid unanticipated consequences deemed by the Board to be inconsistent with the purpose of the Plan; and
(vi)	to change the transferability of Options (other than ISOs as defined in Section 2.4) to permit a transfer or assignment to a spouse or other family member, an entity controlled by the Participant or spouse or family member, an RRSP or RRIF of the Participant, spouse or family member, a trustee, custodian or administrator acting on behalf of, or for the benefit of, the Participant, spouse or family member, any person recognized as a permitted assign in such circumstances in securities or stock exchange regulatory provisions, or for estate planning or estate settlement purposes.

(c) Notwithstanding any provisions to the contrary, the Board may not, without approval by the affirmative vote of not less than a majority of the votes cast by the shareholders of the Corporation voting in person or by proxy at an annual or special meeting of the holders of such Common Shares (excluding, to the extent required pursuant to any applicable rules or regulations of any stock exchange on which the Common Shares are listed, votes of securities held directly or indirectly by Insiders benefiting from the amendment), amend this Plan or any Option to:

(i)	increase the number Common Shares that can be issued under this Plan, including an increase to the fixed maximum number of securities issuable under this Plan, either as a fixed number or a fixed percentage of the Corporation’s total issued and outstanding securities;
(ii)	reduce the exercise price or purchase price of an outstanding Option (including a cancellation of an outstanding Option for the purpose of exchange for reissuance at a lower exercise price to the same person);
(iii)	extend the expiry date of an Option (except for an extension to the expiry date of an Option to a date not later than the tenth business day after the last day of a Black Out Period if the Option expires during or within 10 business days after a Black Out Period) or amend this Plan to permit the grant of an Option with an expiry date of more than 5 years from the day the Option is granted;
(iv)	if at any time the Plan is amended to exclude participation by non-employee directors or to include limits on participation by non-employee

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	directors, expand the class of Eligible Persons under this Plan that would permit the introduction or re-introduction of non-employee directors on a discretionary basis or an increase on limits previously imposed on non-employee director participation;
(v)	expand the transferability or assignability of Options (other than ISOs as defined in Section 2.4), other than an amendment that would permit transfer or assignment of an Option to a spouse, or other family member, an entity controlled by the Participant or spouse or family member, an RRSP or RRIF of the Participant, spouse or family member, a trustee, custodian or administrator acting on behalf of, or for the benefit of, the Participant, spouse or family member, any person recognized as a permitted assign in such circumstances in securities or stock exchange regulatory provisions, or for estate planning or estate settlement purposes;
(vi)	amend this Plan to increase any maximum limit of the number of securities that may be:

A.	issued to Insiders of the Corporation within any one year period, or
B.	issuable to Insiders of the Corporation at any time;

	which may be specified in this Plan, when combined with all of the Corporation’s other Share Compensation Arrangements, to be in excess of 10% of the Corporation’s total issued and outstanding securities, respectively;
(vii)	if this Plan has a fixed maximum number of securities issuable, add any provision that allows for the exercise of Options without cash consideration, whether the Participant receives the intrinsic value in the form of securities from treasury or the intrinsic value in cash, which does not provide for a full deduction of the underlying Common Shares from the maximum number issuable under this Plan or, if this Plan does not have a fixed maximum number of securities issuable, add any provision that allows for the exercise of Options without cash consideration where a deduction may not be made for the number of Common Shares underlying the Options from this Plan reserve; and
(viii)	change the amendment provisions of this Plan;

provided that shareholder approval will not be required for increases or decreases or substitution or adjustment to the number or kind of shares or other securities reserved for issuance pursuant to this Plan or the number and kind of shares subject to unexercised options granted and in the option exercise price of such shares and the making of provisions for the protection of the rights of participants under this Plan in accordance with the section or sections of this Plan which provide for such increase, decrease, substitution, adjustments or provisions in respect of certain events, including any change in the outstanding Common Shares by reason of any stock dividend or any recapitalization, amalgamation,

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subdivision, consolidation, combination or exchange of shares, other corporate change or reorganization, amalgamation or consolidation of the Corporation, or for the amendment of such section or sections.

(d)

The full powers of the Board as provided for in this Plan will survive the termination of this Plan until all Options have been exercised in full or have otherwise expired. If this Plan is terminated, the provisions of this Plan and any Administrative Guidelines, and other rules and regulations adopted by the Board and in force at the time of termination of this Plan shall continue in effect during such time as an Option or any rights pursuant thereto remain outstanding.

1.7 Compliance with Legislation

The Plan, the grant and exercise of Options hereunder and the Corporation’s obligation to sell and deliver Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulation of any stock exchange on which the Common Shares are listed for trading and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals. No Option shall be granted and no Common Shares issued or sold hereunder where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue or sale of Common Shares hereunder in violation of this provision shall be void. In addition, the Corporation shall have no obligation to issue any Common Shares pursuant to the Plan unless such Common Shares shall have been duly listed, upon official notice of issuance, with all stock exchanges on which the Common Shares are listed for trading. Common Shares issued and sold to Participants pursuant to the exercise of Options may be subject to limitations on sale or resale under applicable securities laws and, if deemed necessary or expedient by the Board, the certificates representing the Common Shares issued upon the exercise of Options shall have a legend pertaining to such restriction.

1.8 Effective Date

This Plan will supersede and replace all previous stock option plans on the Effective Date. This Plan is subject to the approval of:

(a)

The Toronto Stock Exchange; and

(b)

if required by applicable federal, provincial and foreign laws, rules and regulations, the rules and regulation of any stock exchange on which the Common Shares are listed for trading or any regulatory or governmental agency, then the shareholders of the Corporation, given by the affirmative vote of a majority of the votes attached to the Common Shares of the Corporation entitled to vote and represented and voted at an annual or special meeting of the holders of such Common Shares held, among other things, to consider and approve the Plan,

and until such approvals are obtained Options granted pursuant to the Plan shall not be exercisable.

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1.9 Miscellaneous

(a)	Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval.
(b)	Nothing contained in the Plan nor in any Option granted thereunder shall be deemed to give any Participant any interest or title in or to any Common Shares of the Corporation or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever other than as set forth in the Plan and pursuant to the exercise of any Option.
(c)	The Plan does not give any Eligible Person the right or obligation to or to continue to serve as a director, officer, Consultant, Dependent Contractor or employee, as the case may be, of the Corporation or any of its Subsidiary Companies. The awarding of Options to any Eligible Person is a matter to be determined in the discretion of the Board or, subject to the provisions of section 1.3(c), the Chief Executive Officer of the Corporation. The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any other securities in the capital of the Corporation or any of its subsidiaries other than as specifically provided for in the Plan.
(d)	No fractional Common Shares shall be issued upon the exercise of Options and, accordingly, if a Participant would become entitled to a fractional Common Share upon the exercise of an Option, such Participant shall only have the right to purchase the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.
(e)	The grant of an Option shall be conditional upon the Eligible Person to whom the Option is granted completing, signing and delivering to the Corporation all documents as may be required by the regulatory authorities having jurisdiction.
(f)	The Board shall have the authority to adopt such sub-plans, procedures and guidelines as may be necessary or desirable to comply with provisions of the laws of any country in which the Corporation or its Subsidiary Companies may operate to assure the viability of the benefits from Options granted to Participants performing services in such country to meet the objectives of the Plan.

SECTION 2- OPTIONS

2.1 Grants and Eligibility

Options may be granted under this Plan to any Eligible Person. Subject to the provisions of the Plan, the Board (and, subject to the provisions of section 1.3(c), the Chief Executive Officer of the Corporation, at the time of the grant of any Options, in respect of Options granted under that section) shall have the authority to determine the limitation, restrictions and conditions, if any, in addition to or in variation of those set forth in section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be

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imposed upon the exercise of the Option or the sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant’s rights in respect of Common Shares acquired upon exercise of an Option may be forfeited, with the discretion in the Board to modify or rescind any limitations, restrictions or conditions applicable to the exercise of any Option (including, for greater certainty, Options granted pursuant to section 1.3(c)) in the event of certain corporate developments including but not limited to a take over bid, reorganization, merger, change in capital or amalgamation. An Eligible Person may receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion.

2.2 Option Price

The Board (and, subject to the provisions of section 1.3(c), the Chief Executive Officer of the Corporation, in respect of Options granted under that section) shall establish the option exercise price at the time each Option is granted, which shall in all cases be not less than the closing price of the Common Shares on The Toronto Stock Exchange immediately preceding the date of grant.

2.3 Exercise of Options

(a)	Subject to section 2.3(h), Options granted must be exercised no later than 5 years after the date of grant or such lesser period as may be determined by the Board (or, in the case of Options granted under section 1.3(c), subject to the provisions of section 1.3(c), such lesser period as may be determined by the Chief Executive Officer of the Corporation at the time of grant of such Option).
(b)	Subject to the provisions of sections 2.2, 2.3(a) and 2.3(d), each Option may be exercised at such time or times as may be determined by the Board (or, in the case of Options granted under section 1.3(c), subject to the provisions of section 1.3(c), such lesser period as may be determined by the Chief Executive Officer of the Corporation at the time of grant of such Option), on such terms, conditions and limitations as the Board may from time to time determine (or, in the case of Options granted under section 1.3(c), subject to the provisions of section 1.3(c), the Chief Executive Officer of the Corporation may determine at the time of grant of such Option) with respect to each Option, which terms, conditions and limitations may (but need not), in the discretion of the Board (or, in the case of Options granted under section 1.3(c), subject to the provisions of section 1.3(c), the Chief Executive Officer of the Corporation as at the time of the grant of such Option), provide that the Option may not be exercised except in accordance with such limitations based on the passage of time after the date on which such Option is granted, the satisfaction of performance criteria relating generally to the Company or particularly to the Participant or the satisfaction of any other conditions (including any combination of the foregoing), and subject to such terms, conditions, limitations and provisos, as the Board may in its discretion determine (or, in the case of Options granted under section 1.3(c), subject to the provisions of section 1.3(c), the Chief Executive Officer of the Corporation may determine at the time of grant of such Option).
(c)	Without limiting the generality of section 2.3(b), the Board may, in its discretion, notwithstanding any limitations previously determined by the Board or the Chief

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	Executive Officer of the Corporation or previously required under the terms of this Plan for the right of a Participant to exercise any Option, allow any Participant under any Option to purchase all or any of the Common Shares then subject to such Option if the Board in its discretion determines to permit the Participant to exercise such Option in respect of such Common Shares.
(d)	An Option may be exercised only by the Participant or the Personal Representative of any Participant. An Option may be exercised, in whole or in part (subject to any applicable exercise restrictions), at any time or from time to time up to 4:00 p.m. (Vancouver time) on its expiry date by delivering to the Administrator an Exercise Notice, the applicable Certificate and a cheque or bank draft payable to the Corporation in an amount equal to the aggregate exercise price of the Shares to be purchased pursuant to the exercise of the Option.
(e)	As soon as practicable following the receipt of the Exercise Notice, the Administrator shall cause to be delivered to the Participant a certificate for the Shares so purchased. If the number of Shares so purchased is less than the number of Shares subject to the Certificate surrendered, the Administrator shall forward a new Certificate to the Participant concurrently with delivery of the aforesaid share certificate for the balance of the Shares available under the Option.
(f)	Subject to section 2.3(g)(ii), Options shall not be transferable or assignable, in whole or in part, except that an Option may be transferred by will or the laws of decent or distribution.
(g)	Subject to section 2.3(a) and except as otherwise determined by the Board (or, in the case of Options granted under section 1.3(c), subject to the provisions of section 1.3(c), the Chief Executive Officer of the Corporation may determine at the time of grant of such Option):

(i) if a Participant ceases to be an Eligible Person for any reason whatsoever other than death, each Option held by the Participant will cease to be exercisable

A.	in the case of a Participant that was a director of the Corporation and has ceased to be an Eligible Person by virtue of such Participation ceasing for any reason other than death to be a director of the Corporation, twelve months after the date the Participant ceases to be a director of the Corporation, and
B.	in any other case 30 days after the Termination Date.

If any portion of an Option is not vested by the Termination Date, that portion of the Option may not under any circumstances be exercised by the Participant. Without limitation, and for greater certainty only, this provision will apply regardless of whether the Participant was dismissed with or without cause and regardless of whether the Participant received compensation in respect of dismissal or as entitled to a period of notice of

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	termination which would otherwise have permitted a greater portion of the Option to vest with the Participant; and
(ii)	if a Participant dies prior to an Option held by the Participant ceasing to be exercisable, the legal representative of the Participant may exercise the Participant’s Options within twelve months after the date of the Participant’s death, but only to the extent the Options were by their terms exercisable on the date of death.

(h)	Notwithstanding anything to the contrary in the foregoing provisions, if the expiry of an Option pursuant to this Plan occurs during the Blackout Period or within 2 business days of a Blackout Period, the expiry date for the Option will be the tenth business day after the end of such Blackout Period, provided that the foregoing exception shall not apply to any ISO (as defined in Section 2.4).
	As used herein, the following terms shall have the meanings indicated:

(i)	“Blackout Period” means any period during which a policy of the Corporation or any “affiliate” of the Corporation (within the meaning of that expression as used in the Securities Act (Ontario)) prohibits or prevents any Participant from trading Common Shares or exercising an Option; and
(ii)	“business day” means a day, other than Saturday, Sunday and any other day which is a statutory holiday in British Columbia or on which the Common Shares are not available for trading on the facilities of the Toronto Stock Exchange or through the Nasdaq Global Market.

2.4 U.S. Participants

Any Option granted under the Plan to a Participant who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction) (a “U.S. Participant”) may be an incentive stock option (an “ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, of the United States (the “Code”), but only if so designated by the Corporation in the agreement evidencing such Option. No provision of this Plan, as it may be applied to a U.S. Participant with respect to Options which are designated as ISOs, shall be construed so as to be inconsistent with any provision of Section 422 of the Code or the Treasury Regulations thereunder. Grants of Options to U.S. Participants which are not designated as or otherwise do not qualify as ISOs will be treated as nonstatutory stock options for U.S. federal tax purposes. Notwithstanding anything in this Plan contained to the contrary, the following provisions shall apply to ISOs granted to each U.S. Participant:

(a)	ISOs shall only be granted to individual U.S. Participants who are, at the time of grant, employees of the Corporation within the meaning of the Code. Any director of the Corporation who is a U.S. Participant shall be ineligible to vote upon the granting of such Option;
(b)	the aggregate fair market value (determined as of the time an ISO is granted) of the Common Shares subject to ISOs exercisable for the first time by a U.S.

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	Participant during any calendar year under this Plan and all other stock option plans, within the meaning of Section 422 of the Code, of the Corporation shall not exceed One Hundred Thousand Dollars in U.S. funds (U.S.$100,000);
(c)	the Option Price for Common Shares under each ISO granted to a U.S. Participant pursuant to this Plan shall be not less than fair market value of such Common Shares at the time the Option is granted, as determined in good faith by the directors at such time (unless such ISO is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code);
(d)	if any U.S. Participant to whom an ISO is to be granted under the Plan at the time of the grant of such ISO is the owner of shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Corporation, then the following special provisions shall be applicable to the ISO granted to such individual:

(i)	the Option Price (per share) subject to such ISO shall not be less than one hundred ten percent (110%) of the fair market value of one Common Share at the time of grant; and
(ii)	for the purposes of this Section 2.4(d)(ii) only, the exercise period shall not exceed five (5) years from the date of grant;

(e)	no ISO may be granted hereunder to a U.S. Participant following the expiration of ten (10) years after the date on which this Plan is adopted by the Corporation or the date on which the Plan is approved by the shareholders of the Corporation, whichever is earlier; and
(f)	no ISO granted to a U.S. Participant under the Plan shall become exercisable unless and until the Plan shall have been approved by the shareholders of the Corporation.

2.5 Incorporation of Terms of Stock Option Plan

Subject to specific variations approved by the Board (or, in the case of Options granted under section 1.3(c), subject to the provisions of section 1.3(c), the Chief Executive Officer of the Corporation at the time of the grant of such Option), all terms and conditions set out herein will be deemed to be incorporated into and form part of each Option granted under this Stock Option Plan.

2.6 Merger of Amended 1998 Incentive Stock Option Plan

The Amended 1998 Incentive Stock Option Plan of the Corporation shall be deemed to be merged herein, such that all Options outstanding under the Amended 1998 Incentive Stock Option Plan of the Corporation shall be deemed to be outstanding under the Plan to the same extent as if they were originally granted hereunder, and shall be governed hereby and entitled to all of the benefits and obligations herein.

SCHEDULE A

OPTION CERTIFICATE

This Certificate is issued pursuant to the provisions of the Cardiome Pharma Corp. (the “Corporation”) Amended Incentive Stock Option Plan (the “Plan”) and evidences that                           is the holder of an option (the “Option”) to purchase up to             common shares (the “Shares”) in the capital stock of the Corporation at a purchase price of $            per Share. Subject to the provisions of the Plan, the expiry date of this Option is                 (the “Expiry Date”).

Other Restrictions

The Option will vest as follows:

                immediately upon grant, allowing the holder of the Option to purchase up to                 Shares at the specified purchase price;

      % on the first anniversary of the date of grant, allowing the holder of the Option to purchase                 Shares at the specified purchase price;

      % on the second anniversary of the date of grant, allowing the holder of the Option to purchase                 Shares at the specified purchase price;

      % on the third anniversary of the date of grant, allowing the holder of the Option to purchase                 Shares at the specified purchase price; and

Other than as disclosed above, this Option may be exercised at any time up to 4:00 p.m. (Vancouver time) on the Expiry Date, by delivering to the Administrator of the plan an Exercise Notice, in the form provided in the Plan, together with this Certificate and a cheque or bank draft payable to Cardiome Pharma Corp. in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which this Option is being exercised.

This Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Corporation shall prevail.

DATED:                                        

CARDIOME PHARMA CORP.

Per:
	(authorized signatory)

SCHEDULE B

EXERCISE NOTICE

To: The Administrator, Stock Option Plan
Cardiome Pharma Corp.
6190 Agronomy Road,
Vancouver, B.C. V6T 1Z3

The undersigned hereby irrevocably gives notice, pursuant to the Cardiome Pharma Corp. (the “Corporation”) Amended Incentive Stock Option Plan (the “Plan”), of the exercise of the Option to acquire and hereby subscribes for (cross out applicable item):

(a)	all of the Shares; or
(b)	of the Shares which may be purchased under the Option.

Calculation of total Exercise Price:

(i)	number of Shares to be acquired on exercise:                      Shares
(ii)	times the exercise price per Share: $

TOTAL EXERCISE PRICE, enclosed herewith:$                    

The undersigned tenders herewith a cheque or bank draft (circle one) in the amount of $                     payable to Cardiome Pharma Corp. in an amount equal to the total exercise price for the Shares being purchased, as calculated above, and directs the Corporation to issue the share certificate evidencing the Shares in the name of the undersigned to be mailed to the undersigned at the following address:

DATED the ___day of                     , ___

Signature of Witness	Signature of Participant
Name of Witness (please print)	Name of Participant (please print)