Exemption Orders (Discretionary)

MICHAEL F. DEN HERTOG


IN THE MATTER OF THE SECURITIES ACT
R.S.B.C. 1996, c. 418

AND

IN THE MATTER OFMICHAEL F. DEN HERTOG

AND

IN THE MATTER OFROGER P. BISNAR

AND

IN THE MATTER OF NEUROVIR INC.

Exemption Order Under Section 76

WHEREAS Michael F. den Hertog and Roger P. Bisnar have applied to the Executive Director for an order under section 76 of the Securities Act, R.S.B.C. 1996, c. 418 that an intended trade by den Hertog to Bisnar in securities of NeuroVir Inc. is exempt from the requirements of section 61 of the Act;

AND WHEREAS den Hertog and Bisnar have represented to the Executive Director that:

1. NeuroVir is a development stage biopharmaceutical company incorporated under the Canada Business Corporations Act and is neither a private issuer or a reporting issuer under the Act;

2. on April 30, 1997, NeuroVir distributed 11,651,390 Class B Preferred Shares pursuant to a private placement (the “Placement”), including 20,000 Class B Preferred Shares (the “Shares”) to den Hertog pursuant to the registration and prospectus exemptions contained in sections 89(b) and 128(b) of the Securities Rules, R.B.C. Reg. 194/97; the aggregate acquisition cost of the Shares to den Hertog was $25,000;

3. Bisnar was unable to participate in the Placement and is not a security holder of NeuroVir, but in January of 1998, Bisnar advised the chief scientific officer of NeuroVir (the “CSO”) that he had $25,000 for the purpose of investing in securities of NeuroVir at the next available opportunity; Bisnar is employed by a supplier to NeuroVir, pays regular visits to NeuroVir’s place of business and has been a close personal friend of the CSO since before the CSO helped to found NeuroVir;

4. in September of 1998, den Hertog advised his close personal friend, the chief operating officer of NeuroVir (the “COO”) that he wished to sell the Shares, and the COO referred den Hertog to Bisnar; Bisnar wishes to purchase the Shares from den Hertog as principal at an aggregate acquisition cost of $25,000;

5. Bisnar has received a copy of the offering memorandum prepared in connection with the Placement and all disclosure materials subsequently disseminated to shareholders by NeuroVir;

6. Bisnar has filed a Form 20A acknowledging, among other things, that:
      (a) there are restrictions on his ability to sell the Shares;

      (b) he meets the net worth and annual net income tests established under the definition of “sophisticated purchaser” in section 1(1) of the Rules;

      (c) he is a close personal friend of a senior officer of NeuroVir; and

      (d) he is able to evaluate the risks and merits of the Shares because of his financial, business or investment experience;
7. den Hertog and Bisnar intend to conduct the trade of the Shares through a registrant who is knowledgeable about the business and affairs of NeuroVir; and

8. den Hertog is not an insider, director, senior officer or control person of NeuroVir, no unusual effort has been made to create a demand for the Shares, and no extraordinary commission or other consideration will be paid in respect of the trade from den Hertog to Bisnar;

AND WHEREAS under section 140 of the Securities Rules, R.B.C. Reg. 194/97, the intended trade by den Hertog is deemed to be a distribution unless, among other things, NeuroVir has been a reporting issuer for the 12 months immediately preceding the trade;

AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;

IT IS ORDERED under section 76 of the Act that:

1. the intended trade by den Hertog to Bisnar in the Shares is exempt from the requirements of section 61 of the Act; and

2. a trade by Bisnar in the Shares is deemed to be a distribution unless:
      (a) NeuroVir is a reporting issuer and has been a reporting issuer for the 12 months immediately preceding the trade;

      (b) if Bisnar is an insider of NeuroVir, other than a director or senior officer of NeuroVir, Bisnar has filed all records required to be filed under sections 87 and 90 of the Act;

      (c) if Bisnar is director or senior officer of NeuroVir, Bisnar has filed all records required to be filed under sections 87 and 90 of the Act and NeuroVir has filed all records required to be filed under Part 12 of the Act and of the Rules;

      (d) the trade is not a distribution from the holdings of a control person;

      (e) no unusual effort is made to prepare the market or create a demand for the security; and

      (f) no extraordinary commission or other consideration is paid in respect of the trade.
DATED at Vancouver, British Columbia, on November 23, 1998.





Margaret Sheehy
Director
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