S-8

As Filed With the Securities and Exchange Commission
on March 2, 2007

Registration No. 333-________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LUMINEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	72-2747608
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
12212 Technology Blvd., Austin, Texas	78727
(Address of Principal Executive Offices)	(Zip Code)

TM BIOSCIENCE CORPORATION SHARE OPTION PLAN
(Full title of the plan)

David S. Reiter
Vice President, General Counsel and Corporate Secretary
Luminex Corporation
12212 Technology Boulevard
Austin, Texas 78727
(Name and address of agent for service)

(512) 219-8020
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

				Proposed
Title of securities	Amount to be	Proposed maximum		maximum aggregate		Amount of
to be registered	registered(1)	offering price per share		offering price(2)		registration fee
Common Stock, par value $0.001 per share	234,283 shares	$	14.41	$	3,376,018.03	$	104

⁽¹⁾ This Form S-8 Registration Statement (the “Registration Statement”) is registering 234,283 shares of common stock, $0.001 par value per share (the “Common Stock”), of Luminex Corporation, a Delaware corporation (the “Registrant”), representing the number of shares of Registrant Common Stock to be issuable upon the exercise of options outstanding under the Tm Bioscience Corporation Share Option Plan, after giving effect to the exchange ratio used in connection with the merger transaction involving the Registrant and TM Bioscience Corporation (“TMB”) of 0.06 shares of Registrant Common Stock for every share of TMB common stock.

⁽²⁾ The offering price is estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(h) under the Securities Act and is based on the average of the high and low sales prices for the Common Stock on February 27, 2007.

TABLE OF CONTENTS

Ex-5.1 Opinion of Bass, Berry & Sims PLC

Ex-10.1 Tm Bioscience Corporation Share Option Plan

Ex-23.1 Consent of Independent Registered Public Accounting Firm

EXPLANATORY NOTE

     This Form S-8 is registering 234,283 shares of Registrant Common Stock representing the number of shares of Registrant Common Stock to be issuable upon the exercise of options outstanding under the Tm Bioscience Corporation Share Option Plan, after giving effect to the exchange ratio used in connection with the merger transaction involving the Registrant and Tm Bioscience Corporation of 0.06 shares of Registrant Common Stock for every share of TMB common stock.

PART I

Information Required in the Section 10(a) Prospectus

     The Registrant has sent or given or will send or give documents containing the information specified by Part I of this Registration Statement to participants in the plan to which this Registration Statement relates, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act. The Registrant is not filing such documents with the SEC, but these documents constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the SEC, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference and shall be deemed to be a part hereof from the date of filing of such document:

(1)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005;
(2)	The Registrant’s Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2006, June 30, 2006 and September 30, 2006;
(3)	The Registrant’s Current Reports on Form 8-K filed February 1, 2006, February 15, 2006, April 11, 2006, April 26, 2006, May 25, 2006, July 26, 2006, October 25, 2006, December 15, 2006, January 25, 2007, February 7, 2007 and March 1, 2007;
(4)	The description of the Registrant’s Common Stock, par value $0.001 per share, contained in the Registrant’s Registration Statement on Form 8-A, filed with the SEC on March 27, 2000, and the description of the Stock Rights contained in the Registrant’s Registration Statement on Form 8-A, filed with the SEC on June 21, 2001, and including all other amendments and reports filed for the purpose of updating such descriptions; and

     All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or replaced for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or replaces such statement. Any statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part hereof.

     Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this prospectus or the accompanying registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the “DGCL”) permits a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation) or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise. A corporation may indemnify against expenses (including attorneys’ fees),

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judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person indemnified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. If the person indemnified is not wholly successful in such action, suit or proceeding, but is successful, on the merits or otherwise, in one or more but less than all claims, issues or matters in such proceeding, he or she may be indemnified against expenses actually and reasonably incurred in connection with each successfully resolved claim, issue or matter. In the case of an action or suit by or in the right of the corporation to procure a judgment in its favor, no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 provides that, to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or manner therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

     Article V of the Registrant’s restated certificate of incorporation (the “Certificate”) provides that, except to the extent prohibited by the DGCL, the Registrant’s directors shall not be personally liable to it or its stockholders for monetary damages for breach of their fiduciary duty as directors. Under the DGCL, the directors have a fiduciary duty to the Registrant which is not eliminated by this provision of the Certificate and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available. In addition, each director will continue to be subject to liability under the DGCL for breach of his or her duty of loyalty to the Registrant or its stockholders; for acts or omissions which are found by a court of competent jurisdiction to be not in good faith or which involve intentional misconduct or knowing violations of law; for actions leading to improper personal benefit to the director; and for payment of dividends or approval of stock repurchases or redemptions that are prohibited by the DGCL. This provision also does not affect the directors’ responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

     Article VI of the Certificate permits indemnification of any director or officer, as well as any employee or agent of the Registrant, or any individual serving in such capacity for another entity at the Registrant’s request, for all expenses, judgments, fines, and amounts paid in settlement so long as he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Registrant, and, with respect to a criminal proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. However, with respect to any action by or in the right of the Registrant, such a person will be entitled to indemnification only if he or she acted in good faith and in a manner he or she believed to be in, or not opposed to, the Registrant’s best interests and, if he or she is adjudged liable, only to the extent that the Court of Chancery of Delaware finds that he or she is reasonably entitled to indemnification.

     Article VI of the Certificate also authorizes the Registrant to assume the defense of an indemnitee in any action, suit, proceeding or investigation in which indemnity is sought. In the event that the Registrant does not assume the defense of an indemnitee, it may advance litigation expenses to an indemnitee prior to the final disposition of an action concerning the indemnitee’s service. The making of such advances is conditioned upon the indemnitee giving the Registrant an undertaking to repay the amount advanced if indemnification ultimately is deemed unavailable.

     If indemnification or advancement of expenses is authorized, it will not exclude any rights to indemnification or advancement of expenses which any person may have under a bylaw, agreement, board or stockholder vote, or otherwise. The indemnification or advancement of expenses provided by Article IX will continue as to a person who ceases to be a director, officer, employee, or agent.

     The Certificate also states that the Registrant may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Registrant or another corporation against any loss, liability, or expense, whether or not the Registrant would have the power to provide indemnification under the DGCL, as the Board of Directors may from time to time determine. The Registrant has obtained directors’ and officers’ liability

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insurance, the effect of which is to indemnify its directors and officers against certain damages and expenses because of certain claims made against them caused by their negligent act, error or omission.

     The Registrant has entered into Indemnification Agreements with each of its directors to give such directors additional contractual assurances regarding the scope of indemnification set forth in the Certificate and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant in which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

Item 7. Exemption from Registration Claimed.

     None.

Item 8. Exhibits.

4.1	Restated Certificate of Incorporation of the Registrant (Previously filed as an Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended, and incorporated herein by this reference).
4.2	Amended and Restated Bylaws of the Registrant (Previously filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended, and incorporated herein by this reference).
10.1	Tm Bioscience Corporation Share Option Plan.
5.1	Opinion of Bass, Berry & Sims PLC.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page to the Registration Statement).

Item 9. Undertakings.

     (a) The Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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               (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 2nd day of March, 2007.

LUMINEX CORPORATION
By:	/s/ Patrick J. Balthrop
	Patrick J. Balthrop
	President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick J. Balthrop and Harriss T. Currie and each of them his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with the SEC, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Patrick J. Balthrop Patrick J. Balthrop	President and Chief Executive Officer (Principal Executive Officer)	March 2, 2007
/s/ Harriss T. Currie Harriss T. Currie	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	March 2, 2007
/s/ Jay B. Johnston Jay B. Johnston	Director	March 2, 2007
/s/ Robert J. Cresci Robert J. Cresci	Director	March 2, 2007
/s/ Thomas W. Erickson Thomas W. Erickson	Director	March 2, 2007
Fred C. Goad, Jr.	Director
/s/ Gerard Vaillant Gerard Vaillant	Director	March 2, 2007
Jim D. Kever	Director

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Signature	Title	Date
/s/ Walter Loewenbaum II Walter Loewenbaum II	Chairman of the Board of Directors, Director	March 2, 2007
/s/ Kevin M. McNamara Kevin M. McNamara	Director	March 2, 2007
/s/ J. Stark Thompson J. Stark Thompson	Director	March 2, 2007

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EXHIBIT INDEX

4.1	Restated Certificate of Incorporation of the Registrant (Previously filed as an Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended, and incorporated herein by this reference).
4.2	Amended and Restated Bylaws of the Registrant (Previously filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-96317), filed February 7, 2000, as amended, and incorporated herein by this reference).
10.1	Tm Bioscience Corporation Share Option Plan.
5.1	Opinion of Bass, Berry & Sims PLC.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page to the Registration Statement).

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EX-5.1

EXHIBIT 5.1

Bass, Berry & Sims plc
Attorneys at Law

A PROFESSIONAL LIMITED LIABILITY COMPANY

315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238
(615) 742-6200

March 2, 2007

Luminex Corporation
12212 Technology Boulevard
Austin, Texas 78727

     Re.: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as your counsel in the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) relating to the Tm Bioscience Corporation Share Option Plan (the “Plan”) filed by you with the Securities and Exchange Commission covering an aggregate of 234,283 shares (the “Shares”) of common stock, $0.001 par value, issuable pursuant to the Plan.

     In connection with this opinion, we have examined and relied upon such records, documents, certificates, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto.

     Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the shares of Common Stock issuable in connection with the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

     Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware, applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

     We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement, and to the use of our name under the heading “Legal Opinions” in any prospectus constituting a part thereof. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

     This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

     This opinion is furnished to you in connection with the filing of the Registration Statement.

Very truly yours,

/s/ Bass, Berry & Sims PLC

NASHVILLE Downtown       |       KNOXVILLE       |       MEMPHIS       |       NASHVILLE Music Row       |       www.bassberry.com

EX-10.1

Exhibit 10.1

TM BIOSCIENCE CORPORATION

SHARE OPTION PLAN

TM BIOSCIENCE CORPORATION
INCENTIVE SHARE OPTION PLAN

     The purpose of this Incentive Share Option Plan (the “Plan”) is to advance the interests of Tm Bioscience Corporation (the “Corporation”) by (i) providing Eligible Persons (as defined herein) with additional incentive; (ii) encouraging share ownership by Eligible Persons; (iii) increasing the proprietary interest of Eligible Persons in the success of the Corporation; (iv) encouraging Eligible Persons to remain with the Corporation or its Affiliates (as defined herein); and (v) attracting new employees, officers, directors and Consultants (as defined herein) to the Corporation or its Affiliates.

ARTICLE 1 GENERAL PROVISIONS

1.1.	Previously Issued and Outstanding Options Continued
	All options issued and outstanding under previous option agreements or previous option grants are hereby continued as if issued or granted under this Plan.
1.2.	Administration

(a)

This Plan will be administered by the Board or the compensation committee of the Board to which the Board may delegate authority to administer the Plan. In such event, all references to the term “Board” will be deemed to include references to such compensation committee.

(b)

Subject to the limitations of this Plan, the Board has the authority: (i) to grant Options to purchase Shares to Eligible Persons; (ii) to determine the terms, including the limitations, restrictions and conditions, if any, upon such grants; (iii) to interpret this Plan and to adopt, amend and rescind such administrative guidelines and other rules relating to this Plan as it may from time to time deem advisable, subject to required prior approval by any applicable Stock Exchange or Governmental Entity; and (iv) to make all other determinations and to take all other actions in connection with the implementation and administration of this Plan as it may deem necessary or advisable. The Board’s guidelines, rules, interpretations and determinations will be conclusive and binding upon all parties.

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1.3.	Interpretation
	For the purposes of this Plan, the following terms will have the following meaning unless otherwise defined elsewhere in this Plan:

(a)	“Affiliate” means any corporation that is an affiliate of the Corporation as defined under the Securities Act (Ontario);
(b)	“Board” means the Board of Directors of the Corporation or the compensation committee thereof appointed in accordance with the Plan;
(c)	“Change of Control” means:

(i)	a reorganization, amalgamation, merger or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and any one or more of its Affiliates; with respect to which all or substantially all of the persons who were the beneficial owners of the Shares immediately prior to such reorganization, amalgamation, merger, business combination or plan of arrangement do not, following the completion of such reorganization, amalgamation, merger, business combination or plan of arrangement, beneficially own, directly or indirectly, more than fifty percent (50%) of the resulting voting shares on a fully-diluted basis;
(ii)	the sale to a person other than an Affiliate of the Corporation of all or substantially all of the Corporation’s assets; or
(iii)	a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholders’ resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change.

(d)	“Consultant” means (i) an individual (including an individual whose services are contracted for through a corporation), (ii) a corporation (in either case, designated by the Board with whom the Corporation has a contract for substantial services), or (iii) a member of the Scientific Advisory Board;
(e)	“Corporation” means Tm Bioscience Corporation or any successor thereof;

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(f)	“Date of Grant” means the date on which a particular Stock Option is granted by the Board;
(g)	“Disability” means, with respect to a Participant, the determination by the Corporation that a Participant is eligible to receive, and the receipt by such Participant, of benefits under the Corporation’s long-term disability plan, as such plan may be amended from time to time;
(h)	“Eligible Person” means, subject to all applicable law, any employee, officer, director or Consultant of (i) the Corporation or (ii) any Affiliate of the Corporation (and includes any such person who is on a leave of absence authorized by the Board or the board of directors of any Affiliate). Notwithstanding the foregoing, a Participant will cease to be an Eligible Person on earliest of: (a) the date of the Participant’s termination, retirement or cessation of employment with or engagement by the Corporation or any of its Affiliates; (b) the date of the Participant’s death; and (c) the date on which the Participant otherwise fails to meet the criteria set forth under the definition of an Eligible Person. For greater certainty, a Consultant will cease to be an Eligible Person if the services of any key individual referred to in the Consultant’s contract are no longer available to the Corporation as required by the contract.
(i)	“Exercise Price” means with respect to a Stock Option (a) if, on the Date of Grant, the Shares are not listed on a Stock Exchange, such amount as the Board may determine as being the fair value of the Shares as at that date (using generally accepted valuation practices); and (b) if, on the Date of Grant, the Shares are listed on a Stock Exchange, the volume weighted average trading price of the Shares on such Stock Exchange for the five (5) trading days immediately preceding the day on which the Stock Option is granted (or, if no Shares have been traded on such immediately preceding trading day, the simple average of the daily high and low board lot trading prices of the Shares on the Stock Exchange for each trading day falling not more than twenty trading days prior to the day on which the Stock Option is granted), or such greater amount as the Board may designate; provided, however, that the Exercise Price of a Stock Option shall not be less than the minimum Exercise Price required by the applicable rules of the Stock Exchange;
(j)	“Expiry Date” means the date after which a particular Stock Option can no longer be exercised, subject to amendment in accordance with the terms hereof;

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(k)	“Governmental Entity” means any applicable (a) multinational, federal, provincial, state, municipal, local or other governmental or public department, commission, board, bureau or agency, (b) any subdivision or authority of any of the foregoing, or (c) any quasi-governmental body exercising (with proper jurisdiction) any regulatory or taxing authority under or in respect of any of the above;
(I)	“Involuntary Termination” means

(i) in respect of any employee or officer of the Corporation or any of its Affiliates:

(A)	any express or implied termination by the Corporation or any of its Affiliates of a Participant’s employment which is not due to the termination of his or her employment for cause or on account of death or Disability;
(B)	the assignment to a Participant of duties materially inconsistent with his or her position, duties, responsibilities and status immediately prior to the Change of Control, or a change in his or her position, duties, responsibilities (including reporting responsibilities), titles or offices in effect immediately prior to the Change of Control, or any removal from or any failure to re-appoint him or her to any of such positions, duties or offices;
(C)	any material reduction of the Participant’s total compensation including base salary and incentive compensation package, vacation entitlement or employee benefits, which shall exclude, for greater certainty, a reduction caused by the failure of the Corporation or its Affiliates or the employees to meet incentive compensation targets or goals, provided that such incentive compensation targets or goals are consistent with past incentive compensation targets or goals;
(D)	a material reduction in the employee’s ability to earn incentive compensation, which shall exclude, for greater certainty, a reduction caused by the failure of the Corporation or its Affiliates or the employees to meet incentive compensation targets or goals, provided that such incentive compensation targets or goals are consistent with past incentive compensation targets or goals; or

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(E) any change in excess of 100 kilometres in the location at which the Participant predominantly performs his or her duties without his or her consent, except for required travel on business to an extent substantially consistent with his or her business obligations immediately prior to the Change of Control; and

(ii) in respect of the Participant who, to the extent he or she is a director of the Corporation (and not an employee or officer of the Corporation or any of its Affiliates), ceases to be a director for any reason other than as a result of voluntary resignation, death or Disability, including, for greater certainty, ceasing to be a director as a result of resignation following a request therefor or following a material reduction in the director’s compensation, removal or failure to be elected or appointed.

(m)	“Notice of Grant” means the notice of grant attached hereto as Schedule “A”;
(n)	“Participant” means an Eligible Person to whom a Stock Option has been granted;
(o)	“Plan” means the Corporation’s incentive share option plan;
(p)	“Reserved for Issuance” means Shares which may be issued upon the exercise of Stock Options;
(q)	“Scientific Advisory Board” means the scientific advisory board of the Board in existence from time to time, each member of which is appointed by the Board;
(r)	“Shares” means the common shares of the Corporation;
(s)	“Stock Option” means an option to purchase Shares from treasury granted hereunder to a Participant;
(t)	“Stock Exchange” means the Toronto Stock Exchange or such other stock exchange or over-the-counter quotation system on which the Shares are listed or quoted from time to time;
(u)	“Substitution Event” means (i) a Change of Control, or (ii) a merger, amalgamation, arrangement, business combination or other transaction pursuant to which the Shares of the Corporation are converted into, or exchanged for, other property, whether in the form of securities of another corporation, cash or otherwise;

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(v)	“Termination Date” means the date on which a Participant ceases to be an Eligible Person;
(w)	“Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title or beneficial ownership passes from one person to another, or to the same person in a different capacity, whether or not voluntary or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and
(x)	“Vesting Date” means the date or dates determined in accordance with Section 2(3) on and after which a particular Stock Option, or any part thereof, may be exercised, subject to amendment from time to time in accordance with the terms hereof.

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine.

This Plan is to be governed by and interpreted in accordance with the laws of the Province of Ontario.

1.4. Shares Reserved

(a)	Subject to Section 1.4(b), the total number of Shares Reserved for Issuance under the Plan will be 13,600,000.
(b)	Effective upon the Toronto Stock Exchange amending its Company Manual to remove the requirement for stock option plans to specify a maximum number of securities issuable under such plans, Section 1.4(a) above shall be deleted and the total number of Shares Reserved for Issuance under the Plan shall be equal to 10% of the number of Shares outstanding from time to time.

1.5	Nonqualified Plan
	For purposes of Section 422 of the United States Internal Revenue Code, this Plan will not be treated as an Incentive Stock Option Plan.

ARTICLE 2 SHARE OPTION PLAN

2.1.	Application
	Grants of Stock Options to Eligible Persons shall be governed by this Article 2.

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2.2. Grants

(a)	Subject to this Plan, the Board will have the authority to determine the limitations, restrictions and conditions, if any, in addition to those set out in this Plan, applicable to the exercise of a Stock Option, including,without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Shares acquired upon exercise of the Stock Option. An Eligible Person may receive Stock Options on more than one occasion under this Plan and may receive separate Stock Options on any one occasion.
(b)	Subject to any required Stock Exchange or Governmental Entity approval,the aggregate number of Shares reserved for issuance to any one person pursuant to Stock Options granted under the Plan must not exceed 5% of the Shares outstanding at the time of the grant.
(c)	Subject to any required Stock Exchange or Governmental Entity approval,the number of Shares reserved for issuance to insiders of the Corporation pursuant to Stock Options granted under the Plan must not exceed 10% of the Shares outstanding.
(d)	Subject to any required Stock Exchange or Governmental Entity approval,the Corporation shall not, pursuant to Stock Options granted under the Plan, issue to insiders of the Corporation, within a one-year period, a number of Shares exceeding 10% of the Shares outstanding.
(e)	Subject to any required Stock Exchange or Governmental Entity approval,the Corporation shall not, pursuant to Stock Options granted under the Plan, issue to any one insider of the Corporation, and such insider’s associates, within a one-year period, a number of Shares exceeding 5% of the Shares outstanding.

2.3. Expiry Date; Vesting of Options

(a) Subject to Section 2.5 and any applicable rules of the Stock Exchange, and unless otherwise fixed by the Board at the time the particular Stock Option is granted and set forth in the Notice of Grant, the Expiry Date of a Stock Option will be the fifth (5^th) anniversary of the Date of Grant.

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(b) Subject to Section 2.3(c), Stock Options will vest over a four (4) year period and may be exercised in whole or in part at any time from time to time as follows:

	NUMBER OF STOCK OPTIONS
PERIOD	VESTED
On the Date of Grant		20	%
On or after the first anniversary of Date of Grant		40	%
On or after the second anniversary of Date of Grant		60	%
On or after the third anniversary of Date of Grant		80	%
On or after the fourth anniversary of Date of Grant		100	%

(c) Stock Options that are granted to members of the Scientific Advisory Board who are appointed to a term of 24 months or less will vest in full on the date that such term is completed, and will not vest until the completion of such term.

2.4.	Exercise Price
	The exercise price for the Shares underlying a Stock Option will be the Exercise Price.
2.5.	Termination, Retirement, Death, Departure
	Any Stock Option or part thereof not exercised within the Exercise Period will terminate and become null, void and of no effect as of the day immediately following the Expiry Date determined under Section 2.3 (a) hereof, unless the Expiry Date is determined to be an earlier date as follows:

(a) Death - The Expiry Date of a Stock Option held by a Participant that had vested immediately prior to his or her death will be the earlier of the expiry date shown on the relevant Notice of Grant and the date that is one hundred and eighty (180) days after the date of his or her death. Stock Options that are outstanding but unvested immediately prior to a Participant’s death will immediately terminate and become null, void and

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	of no effect upon the death of the Participant. If a Participant dies, the legal representatives of the Participant may exercise the Participant’s Stock Options (which, by their terms, were exercisable on the date of death) prior to the Expiry Date.
(b)	Disability - In the event a Participant ceases to be an Eligible Person as a result of Disability, then the Expiry Date of a Stock Option that had vested on the date such Participant ceases to be an Eligible Person will be the earlier of the expiry date shown on the relevant Notice of Grant and the date ninety (90) days following the date such Participant ceases to be an Eligible Person. Stock Options that are outstanding but unvested on the date such Participant ceases to be an Eligible Person will immediately terminate and become null, void and of no effect.
(c)	Termination for Cause - If the employment of a Participant who is an employee is terminated for cause, all vested and unvested Stock Options held by such Participant will immediately terminate and become null,void and of no effect on the date on which the Corporation, or any of its Affiliates, gives a notice of termination for cause to such Participant.
(d)	Voluntary Resignation - In the event a Participant ceases to be an Eligible Person as a result of his or her voluntary resignation from any position or employment with the Corporation or its Affiliates, then the Expiry Date of a Stock Option that had vested on the date such Participant ceases to be an Eligible Person will be the earlier of the Expiry Date shown on the relevant Notice of Grant and the date ninety (90) days following the date such Participant ceases to be an Eligible Person. The Stock Options that are outstanding but unvested on the date such Participant ceases to be an Eligible Person will immediately terminate and become null, void and of no effect.
(e)	Discretion of Board - Notwithstanding Section 2.5(a), (b), (c) and (d) above, but subject to applicable laws, rules and regulations of any applicable Stock Exchange or Governmental Entity, the Board may, by prior notice to any Participant or his or her legal representative, in its sole discretion, extend the Expiry Date of any Stock Options in whole or in part.
2.6.	Notice of Grant
	Each Stock Option must be confirmed, and will be governed, by a Notice of Grant in the form of Schedule “A” (as the same may be amended from time to time) signed by the Corporation and the Participant.

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2.7.	Shareholder Approval
	Where required by the Stock Exchange or any Governmental Entity, shareholder approval to the grant of Stock Options shall be obtained prior to the exercise of Stock Options granted to insiders of the Corporation.
2.8.	Payment of Exercise Price; Exercise of Stock Options

(a)	Stock Options may only be exercised by the Participant or his or her legal representative. Participants may exercise their Stock Options, subject to the restrictions set out below, to acquire Shares by either electing (i) the full payment option by enclosing a bank draft or certified cheque in the amount of the aggregate Exercise Price payable to the Corporation in full payment for such Shares, or (ii) the cashless exercise option by which the Participant authorizes and directs (A) the Corporation to issue and deliver the Shares issuable on the exercise of the Participant’s Stock Options to an intermediary, and (B) the intermediary to sell all of the Shares issuable upon the exercise of such Participant’s Stock Options, to remit the net proceeds of such sale (after payment of brokerage commissions and other transfer costs) to pay the aggregate Exercise Price to the Corporation in full payment for such Shares, and to remit to the Participant the balance, if any, of the net proceeds of the sale of such Shares after the above payments. Stock Options may be exercised in whole or in part only in respect of a whole number of Shares at any time or from time to time during the Exercise Period by delivering to the Corporation a notice of option exercise (the “Exercise Notice”), substantially in the form attached hereto as Schedule “B” and, in the event the full payment option is selected by the Participant, a bank draft or certified cheque in an amount equal to the aggregate Exercise Price of the Shares to be purchased pursuant to the exercise of Stock Options.
(b)	Notwithstanding Section 2.8(a) hereof, but subject to Section 5,2, a Participant must exercise Stock Options entitling the Participant to acquire no less than five hundred (500) Shares on each date on which Stock Options are exercised by such Participant unless, on such date, the Participant holds Stock Options that, in the aggregate, entitle the Participant to acquire fewer than five hundred (500) Shares, in which case a Participant who chooses to exercise such Stock Options must exercise all of his or her Stock Options on such date.
(c)	As soon as practicable following the receipt of the Exercise Notice and, in the event the full payment option is selected by the Participant, a bank draft or certified cheque in accordance with Section 2.8(a), the Corporation will deliver to the Participant a certificate for the Shares so purchased. If

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	the number of Shares so purchased is less than the number of Shares subject to the Stock Options, the Corporation will attach thereto a memorandum of the number of Shares in respect of which the Stock Options have been exercised and will return a written notice to the Participant concurrently with the delivery of the aforesaid Share certificate stating the number of Shares that remain to be purchased under the Stock Options.
(d)	The issue of Shares by the Corporation pursuant to the exercise of any Stock Option is subject to compliance with applicable laws, rules and regulations of all Governmental Entities applicable to the issuance and distribution of such Shares and to the requirements of any Stock Exchange on which the Shares may be listed or quoted, including any requirements with respect to the legending of certificates representing the Shares issued pursuant to the exercise of any Stock Option. The Participant agrees: (i) to comply with all such laws, rules, regulations and requirements, (ii) to furnish to the Corporation any information, report and/or undertakings required to comply with all such laws, rules, regulations and requirements, and (iii) to fully cooperate with the Corporation in complying with such laws, rules, regulations and requirements.
(e)	Upon the exercise of Stock Options, Eligible Persons who are employed by the Corporation or an Affiliate shall have withheld at source all income,social security and other payroll taxes and withholdings required by law on the gain realized upon the exercise.

2.9.	Amendment of Option Terms
	The Board may, subject to any necessary regulatory approval, at its discretion from time to time, amend the Plan and the terms and conditions of any Stock Option thereafter to be granted and, without limiting the generality of the foregoing, may make such amendment for the purpose of complying with any changes in any relevant law, rule, regulation, regulatory requirement or requirement of the Stock Exchange, or for any other purpose which may be permitted by law, provided always that any such amendment will not alter the terms or conditions of, or impair any right of any Participant pursuant to any Stock Option awarded prior to such amendment without the consent of such Participant, unless such amendment or alteration is required by any applicable Stock Exchange or Governmental Entity.
2.10.	Assignment of Stock Options
	Stock Options (and any rights thereunder) will not be assignable or transferable.

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ARTICLE 3 ASSUMPTION OR SUBSTITUTION OF STOCK OPTIONS

3.1. Substitution

(a)	In the event of a Substitution Event, then, unless Article 4 applies, any surviving or acquiring corporation will assume any Stock Option outstanding under the Plan on the same terms and conditions as the Plan or will substitute or replace similar stock options (including an award to acquire the same consideration paid to the securityholders in the transaction effecting the Substitution Event) for those Stock Options outstanding under the Plan on the same terms and conditions as the Plan,in each case at an exercise price for such replaced, substituted or replacement option at such amount as the Board may determine (usually generally accepted valuation practices) as being the fair value for the underlying shares as at the date of such Substitution Event.
(b)	In the event any surviving or acquiring corporation neglects or refuses (as evidenced in a press release or in the applicable merger agreement or similar definitive transaction document) to assume such Stock Options or to substitute or replace similar stock options for those outstanding Stock Options under the Plan, then with respect to any Stock Options held by Participants, the vesting of such Stock Options (and, if applicable, the time during which such Stock Options may be exercised) will be immediately accelerated so that such Stock Options will be fully vested. In addition, in such event, outstanding Stock Options will terminate if not exercised (if applicable) at or prior to such Substitution Event.
(c)	No fractional Shares or other security will be issued upon the exercise of any Stock Option and, accordingly, if as a result of a Substitution Event, a Participant would become entitled to a fractional Share or other security,such Participant will have the right to acquire only the next lowest whole number of Shares or other security and no payment or other adjustment will be made with respect to the fractional interest so disregarded; provided, however, that a cash payment equal to the value of all fractional interests disregarded pursuant to this Section 3.1 (c) shall be made to a Participant if the number of Stock Options so disregarded exceeds five percent (5%) of the total number of Stock Options exercised by such Participant.
(d)	Notwithstanding any other provision of this Plan, in the event of a potential Substitution Event, the Board may, in its discretion: (i) terminate, conditionally or otherwise and on such terms as it sees fit, the Stock Options not exercised following successful completion of such Substitution Event; and (ii) accelerate the Vesting Date or otherwise

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modify the terms of the Stock Options to assist the Participants to obtain the advantage of holding Shares during the Substitution Event. If the Substitution Event referred to in this Article 3 is not completed during the time specified therein (as the same may be extended), the Stock Options which vested pursuant to this Article 3 must be returned by the Participant to the Corporation and will be reinstated as unvested Stock Options, and the original terms applicable to such Stock Options will apply. If any of the Stock Options that vested pursuant to this Article 3 were exercised, such Shares must be returned to the Corporation for cancellation. The determination of the Board in respect of any such Substitution Event will for the purposes of this Plan be conclusive and binding.

(e)

Upon the announcement or contemplation of any other event properly characterized as a Substitution Event, the Board will have the discretion, without the necessity or requirement for the agreement of any Participant, to accelerate the Vesting Dates of all Stock Options, as it will see fit. The Board will promptly notify each Participant in writing of any acceleration of the Vesting Dates.

ARTICLE 4 TAKE-OVER BIDS

4.1. Take-over Bids

(a)

In the event of a potential change of control following a take-over bid (as defined herein), then the Corporation will, immediately upon receipt of the notice of the offer, notify each Participant of the offer, with full particulars thereof. In the event of a potential change of control following a take-over bid, the Board may in its discretion, accelerate the Vesting Date of all of a Participant’s unvested Stock Options, such that all of a Participant’s Stock Options will immediately vest at such time and the Vesting Date in connection with such Stock Options will be adjusted accordingly. In such event, all Stock Options so vested will be exercisable until their respective Expiry Dates so as to permit the Participant to tender the Shares received upon such exercise pursuant to the bid or offer. For purposes of this Article 4, a “potential change of control following a takeover bid” will be deemed to occur upon a formal bid or tender offer for Shares being made (other than by the Corporation or Affiliate of the Corporation, or an employee benefit plan established or maintained by the Corporation or an Affiliate) as a result of which the offeror and its affiliates would, if successful, beneficially own, directly or indirectly, fifty percent (50%) or more of the Shares then outstanding.

(b)

Notwithstanding any other provisions of this Plan, in the event of a

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potential change of control following a take-over bid, the Board will have the power, if determined appropriate (i) to terminate, conditionally or otherwise and on such terms as it sees fit, the Stock Options not exercised following successful completion of such event, and/or (ii) to modify the terms of the Stock Options to assist the Participants to tender their securities into the take-over bid. For greater certainty, in the event that the acquiring entity acquires one hundred percent (100%) of the outstanding Shares following the take-over bid, the Board will have the power, if determined appropriate, to terminate the Stock Options not exercised upon the expiry of the time period for tendering to the acquiring entity for purchase.

(c)

If the take-over bid referred to in Section 4.1(a) is not completed within the time specified therein (as the same may be extended), the Stock Options that vested pursuant to Section 4.1 (a) (if any) must be returned by the Participant to the Corporation and will be reinstated as unvested Stock Options and the original terms applicable to such Stock Options will apply. If any of the Stock Options that vested pursuant to this Section 4.1 (a) (if any) were exercised, such Shares must be returned to the Corporation for cancellation.

ARTICLE 5 MISCELLANEOUS

5.1.

Involuntary Termination

In the event of a Substitution Event or a change of control (as defined below) and upon an Involuntary Termination of the Participant at any time within the ninety day (90) day period prior to or the one hundred and eighty (180) day period following the date of completion of the transaction effecting such Substitution Event or change of control, all of a Participant’s unvested Stock Options will immediately vest, and the Vesting Date in connection with such Stock Options will be adjusted accordingly. For the purposes of this section 5.1, a “change of control” will be deemed to occur upon a formal bid or tender offer for Shares being made (other than by the Corporation or an Affiliate of the Corporation or an employee benefit plan established or maintained by the Corporation or an Affiliate) as a result of which the offeror and its affiliates acquires beneficial ownership (directly or indirectly) of fifty percent (50%) or more of the Shares then outstanding, or upon any issuance of Shares by the Corporation (whether by way of public offering or private placement) that results in a single shareholder acquiring beneficial ownership (directly or indirectly) of fifty percent (50%) or more of the Shares outstanding after such issuance (provided that such shareholder did not, at the time of such issuance, have beneficial ownership, direct or indirect, of fifty percent (50%) or more of the Shares).

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5.2	Capital Adjustments
	If there is any change in the outstanding Shares by reason of a stock dividend or split, recapitalization, consolidation, combination or exchange of shares, or other fundamental corporate change, the Board will make, subject to any prior approval required of the Stock Exchange or other applicable Governmental Entities, if any, an appropriate substitution or adjustment to the Shares or other securities of the Corporation, including in (i) the number or kind of shares or other securities reserved for issuance pursuant to this Plan; and (ii) the exercise price of those unexercised Stock Options; provided, however, that no substitution or adjustment will obligate the Corporation to issue or sell fractional shares.
5.3.	Non-Exclusivity
	Nothing contained herein will prevent the Board from adopting other or additional compensation arrangements for the benefit of any Eligible Person or Participant, subject to any required Stock Exchange, regulatory or shareholder approval.
5.4.	Termination

(a)

The Board may amend, suspend or terminate this Plan or any portion there of at any time in accordance with applicable legislation, and subject to any required regulatory or shareholder approval. Subject to Articles 3 and 4 hereof, no amendment, suspension or termination will alter or impair any Stock Options under the Plan, or any rights pursuant thereto,granted previously to any Participant without the consent of that Participant.

(b)

If this Plan is terminated, the provisions of this Plan and any administrative guidelines, and other rules adopted by the Board and in force at the time of this Plan, will continue in effect as long as any Stock Options under the Plan or any rights pursuant thereto remain outstanding. However, notwithstanding the termination of the Plan, the Board may make any amendments to the Plan or Stock Options it would be entitled to make if the Plan were still in effect.

5.5.	Compliance with Legislation
	The Board may postpone or adjust any Stock Option or the issue of any Shares pursuant to this Plan as the Board in its discretion may deem necessary in order to permit the Corporation to effect or maintain qualification of this Plan or the Shares issuable pursuant thereto under the securities laws of any applicable jurisdiction, or to determine that the Shares and this Plan are exempt from such

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	registration. The Corporation is not obligated by any provision of this Plan or any grant hereunder to sell or issue shares in violation of any applicable law. In addition, if the Shares are listed on a Stock Exchange, the Corporation will have no obligation to issue any Shares pursuant to this Plan unless the Shares have been duly listed, upon official notice of issuance, on the Stock Exchange on which the Shares are listed for trading.
5.6.	Effective Date
	This Plan will become effective upon the approval of the Plan by the Board.
5.7	Discretionary Share Withholding,
	The Board, in its sole discretion, may provide that, when taxes are to be withheld in connection with the exercise of a Stock Option, the Eligible Person may elect to make payment for the withholding of federal, provincial/state and local taxes, including Social Security and Medicare taxes (for Eligible Persons resident in the United States) or Canada Pension Plan contributions and Employment Insurance premiums (for Eligible Persons resident in Canada), by any or all of the following methods:

(i)	delivering part or all of the payment in cash;
(ii)	delivering part or all of the payment in previously-owned Shares, which shall be valued at their fair market value on the date the taxes are required to be withheld; or
(iii)	requesting the Corporation to withhold from those Shares that would otherwise be received upon exercise of the Stock Option, a number of Shares having a fair market value on the date the taxes are required to be withheld equal to the amount to be withheld.

Any fractional share amount and any additional withholding not paid by the withholding or surrender of Shares must be paid in cash. If no timely election is made, cash must be delivered to satisfy all withholding requirements.

SCHEDULE “A”
NOTICE OF GRANT OF STOCK OPTIONS

TM BIOSCIENCE CORPORATION

Telephone: (416) 593-4323
Facsimile: (416)5934066

[Date]

[Name & Address]
Dear [Name]:

This is to advise you that in recognition of your contribution to our business, you have been selected to participate in the Incentive Share Option Plan (the “Plan”) of Tm Bioscience Corporation (the “Corporation”). On                      you were granted a stock option to acquire                     common shares of the Corporation at a price of $                    per common share.

Your stock option is subject to the provisions of the Plan, a copy of which is attached to this notice. The stock option granted to you by the Corporation will be vested in accordance the Plan and as follows:

	NUMBER OF STOCK OPTIONS
PERIOD	VESTED
On the Date of Grant		20	%
On or after the first anniversary of Date of Grant		40	%
On or after the second anniversary of Date of Grant		60	%
On or after the third anniversary of Date of Grant		80	%
On or after the fourth anniversary of Date of Grant		100	%

The Expiry Date of your stock option is.                                        .

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The grant of options described above is strictly confidential and the information concerning the number or price of common shares granted under this option should not be disclosed to anyone.

Yours sincerely,

•

SCHEDULE “B”
NOTICE OF OPTION EXERCISE

TM BIOSCIENCE CORPORATION
INCENTIVE SHARE OPTION PLAN

To:  Chief Financial Officer, Tm Bioscience Corporation (The “Corporation”)

          Please be advised that in connection with stock options granted to me under the Corporation’s Incentive Share Option Plan pursuant to the Notice of Grant of Stock

Options dated                     (the “Stock Options”), the undersigned hereby wishes to exercise his or her option to purchase                      common shares (the “Option Shares”) in the capital of the Corporation at a price of $ ____ per share, for a total payment of $                     (the “Exercise Payment”). I hereby agree to assist the Corporation in the filing of, and will file on a timely basis, all reports that I may be required to file under applicable securities laws. I understand that the fair market value assigned to my Stock Options for income tax purposes will be the closing price of the common shares of the Corporation on the TSX (or such other stock exchange or over the counter quotation system on which the common shares may be listed or quoted from time to time) on the date of this exercise. I further understand that this request to exercise my Stock Options is irrevocable.

          I elect (please check one option):

o Full payment exercise — complete Part 1 of this notice in duplicate, sign and return one original copy to the Corporation’s Chief Financial Officer.

o Cashless exercise — complete Part 2 of this notice in triplicate, sign and return one original copy to the Corporation’s Chief Financial Officer, one copy by fax and original by courier to:

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RBC Dominion Securities Inc.
Attention: Janet Cottrelle
Royal Bank Plaza, South Tower
Suite 3900, P.O. Box 88
Toronto, ON M5J 2J2
Fax: (416) 842-2222
Tel: (416) 842-2380 OR 1-800-561-6431

Retain one copy of this Notice of Option Exercise for your records.

Part 1: For full payment exercise:

Please find enclosed a bank draft or certified cheque in the amount of $                                        , representing the aggregate Exercise Payment payable to the Corporation in full payment for the Option Shares.

The Option Shares issued on the exercise of my Stock Options specified above are to be registered as follows:

(Print Registree’s Name)
(Address)
(Telephone Number)
(Facsimile Number)	(Optionee’s Signature)
(E-Mail Address)	(Date)

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Part 2: For cashless exercise:

I wish to use the services of RBC Dominion Securities Inc. to sell all of the Option Shares issuable upon exercise by me of my Stock Options specified above, and to use the proceeds thereof to pay the Exercise Payment. I therefore irrevocably authorize and direct the Corporation to:

1. Issue the Option Shares covered by my Stock Options as specified in the accompanying Notice of Option Exercise to RBC Dominion Securities Inc. on my behalf and to deliver the Option Shares to RBC Dominion Securities Inc.; and

2. In the event that the net proceeds of the sale of my Option Shares (after payment of all commissions and other transfer costs) are less than the full Exercise Payment, to withhold and deduct from any amounts payable to me by the Corporation, including my wages or salary, the amount of such shortfall, and to apply such shortfall in full or partial payment of the Exercise Payment.

and this shall be your good and sufficient authority for so doing.

I further irrevocably authorize and direct RBC Dominion Securities Inc. to:

1. Immediately sell on my behalf all of my Option Shares specified above and to immediately remit to the Corporation out of the net proceeds of such sale (after payment of all commissions and other transfer costs) an amount equal to the lesser of: (i) $ ___ being the Exercise Payment, payable to the Corporation in full payment for the Option Shares; and (ii) the net proceeds of such sale; and

2. Remit to me the balance, if any, of the net proceeds of the sale of my Option Shares (after the above payment), and this shall be your good and sufficient authority for so doing.

I understand, acknowledge and agree that

1. These cashless exercise mechanics have been developed for my convenience, and therefore I will indemnify and hold harmless the Corporation and RBC Dominion Securities Inc. from any losses, liabilities, claims, damages, costs, charges or expenses which either the Corporation or RBC Dominion Securities Inc., as the case may be, may incur arising directly or indirectly by reason of the cashless exercise of my Stock Options.

2. The Corporation will issue the Option Shares (in registered form or book-entry form) in the name of RBC Dominion Securities Inc. (or its nominee) as agent acting on my behalf.

3. In the event that the net proceeds of the sale of my Option Shares (after payment of all commissions and other transfer costs) are less than the full Exercise Payment, I will immediately upon demand deliver to the Corporation, by certified cheque or bank draft, the

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amount of such shortfall, and the Corporation is authorized to deduct from any amounts payable to me by the Corporation, including my wages or salary, the amount of such shortfall, and to apply such shortfall in full or partial payment of the Exercise Payment.

4.

For the purpose of facilitating this cashless exercise of my Stock Options and payment of the Exercise Payment, I hereby constitute and appoint the Corporation as my true and lawful attorney with full power of substitution in my name and on my behalf, with no restriction or limitation in that regard, and declare that such power of attorney may be exercised during any subsequent legal incapacity on my part, to execute and deliver all such agreements and documents and take such other actions as may be necessary to give effect to the cashless exercise of my Stock Options and the payment by me to the Corporation of the full Exercise Payment.

(Printed Name*)
(Address)
	(Optionee’s Signature)
(S.I.N.)	(Date)

*print your name exactly as it appears on the Notice of Grant of Stock Options

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm in the Registration Statement (Form S-8) pertaining to the Tm Bioscience Corporation Share Option Plan and to the incorporation by reference therein of our reports dated March 10, 2006, with respect to the consolidated financial statements of Luminex Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2005, Luminex Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Luminex Corporation filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP 

Austin, Texas
March 2, 2007