Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FZNn8Lwbbs+6N9zS23G4W/p9x419BgRj47uTFm8mams8iLYHe62ouE+HGKeywa8q i6+DuVqL0gJkh+i6HjA6Ug== 0001062993-05-001423.txt : 20050623 0001062993-05-001423.hdr.sgml : 20050623 20050622192246 ACCESSION NUMBER: 0001062993-05-001423 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 30 CONFORMED PERIOD OF REPORT: 20050101 FILED AS OF DATE: 20050623 DATE AS OF CHANGE: 20050622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cardiome Pharma Corp CENTRAL INDEX KEY: 0001036141 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29338 FILM NUMBER: 05911202 BUSINESS ADDRESS: STREET 1: 6190 AGRONOMY RD. 6TH FLOOR CITY: VANCOUVER STATE: A1 ZIP: V6T 1Z3 BUSINESS PHONE: 1-604-677-6905 MAIL ADDRESS: STREET 1: 6190 AGRONOMY RD. 6TH FLOOR CITY: VANCOUVER STATE: A1 ZIP: V6T 1Z3 FORMER COMPANY: FORMER CONFORMED NAME: CARDIOME PHARMA CORP DATE OF NAME CHANGE: 20000407 6-K 1 form6k.htm REPORT OF FOREIGN ISSUER Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Form 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act of 1934

For January 1, 2005– May 31, 2005

CARDIOME PHARMA CORP.
(formerly NORTRAN PHARMACEUTICALS INC.)
(Translation of Registrant’s name into English)

6190 Agronomy Road, 6^th Floor
(Address of principal executive offices)

Vancouver, British Columbia, V6T 1Z3, CANADA

CIK # 0001036141 FILE NO. 0-29338

[Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or For 40-F]

Form 20-F ¨ Form 40-F x

[Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange act of 1934.]

Yes x No ¨

FORM 6-K
TABLE OF CONTENTS

For September 1, 2004 – December 31, 2004

CARDIOME PHARMA CORP.
(formerly NORTRAN PHARMACEUTICALS INC.)

File No. 0-29338, CIK # 0001036141

Exhibit 99-1	Press Release – January 27, 2005 (Cardiome Appoints Dr. Charles Fisher as Chief Medical Officer and Executive Vice President)

Exhibit 99-2	Material Change Report - Cardiome Appoints Dr. Charles Fisher as Chief Medical Officer and Executive Vice President

Exhibit 99-3	Press Release – February 4, 2005 (Cardiome Reports Additional ACT 1 Clinical Results)

Exhibit 99-4	Material Change Report - Cardiome Reports Additional ACT 1 Clinical Results

Exhibit 99-5	Press Release - February 11, 2005 (Cardiome Reports Oxypurinol Clinical Results)

Exhibit 99-6	Material Change Report – Cardiome Reports Oxypurinol Clinical Results

Exhibit 99-7	Press Release – February 23, 2005 (Cardiome Receives US$6 Million Milestone Payment)

Exhibit 99-8	Material Change Report – Cardiome Receives US$6 Million Milestone Payment

Exhibit 99-9	Management Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2004

Exhibit 99-10	Annual audited financial statements for the year ended December 31, 2004

Exhibit 99-11	Certification of Filings – CFO

Exhibit 99-12	Certification of Filings – CEO

Exhibit 99-13	Material Change Report – Cardiome Prices Public Offering of 8.5 Million Common Shares for Gross Proceeds of US$51 Million

Exhibit 99-14	Material Change Report – Cardiome Completes Public Offering of 8.5 Million Common Shares for Gross Proceeds of US$51 Million

Exhibit 99-15	Material Change Report – Cardiome Announces Closing of Underwriters’ Over-Allotment Option

Exhibit 99-16	Press Release – April 7, 2005 (Cardiome Reports Final Oxypurinol Clinical Results)

Exhibit 99-17	Material Change Report – Cardiome Reports Final Oxypurinol Clinical Results

Exhibit 99-18	Press Release – April 25, 2005 (Cardiome Successfully Completes Second Phase 1 Trial)

Exhibit 99-19	Material Change Report – Cardiome Successfully Completes Second Phase 1 Trial

Exhibit 99-20	Press Release – May 16, 2005 (Cardiome Selected for Nasdaq Biotechnology Index)

Exhibit 99-21	Material Change Report – Cardiome Selected for Nasdaq Biotechnology Index

Exhibit 99-22	Press Release – May 16, 2005 (Cardiome Reports First Quarter Results)

Exhibit 99-23	Material Change Report – Cardiome Reports First Quarter Results

Exhibit 99-24	Interim Financial Statements for the Quarter Ended March 31, 2005

Exhibit 99-25	Certification of Filings – CFO

Exhibit 99-26	Certification of Filings – CEO

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

	CARDIOME PHARMA CORP.
		(REGISTRANT)


Date: June 20, 2005




		Christina Yip Vice President, Finance and Admin

EX-99.1 3 exhibit99-1.htm PRESS RELEASE ??? JANUARY 27, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.1

	6190 Agronomy Rd. 6^th Floor Vancouver, BC V6T 1Z3 CANADA		Tel: 604-677-6905 Fax: 604-677-6915 Website: www.cardiome.com

FOR IMMEDIATE RELEASE NASDAQ: CRME TSX: COM

CARDIOME APPOINTS DR. CHARLES FISHER AS CHIEF
MEDICAL OFFICER AND EXECUTIVE VICE PRESIDENT

Vancouver, Canada, January 27, 2005 Cardiome Pharma Corp (NASDAQ: CRME) (TSX: COM) today announced the appointment of Dr. Charles Fisher to the position of Chief Medical Officer and Executive Vice President, Clinical and Regulatory Affairs. Dr. Fisher will be responsible for overseeing and implementing Cardiome’s clinical and regulatory programs and contributing to new product development.

Dr. Fisher has over 20 years of experience in clinical research trials and Phase 1 to 4 drug development. He was most recently Divisional Vice President of Global Pharmaceutical Development, Abbott Laboratories, responsible for the global development of pharmaceuticals, biologics and drug coated medical devices. While at Abbott Laboratories, he oversaw the development and FDA approval of Humira for the treatment of rheumatoid arthritis. Prior to Abbott Laboratories, he was an Executive Director and Clinical Research Fellow at Eli Lilly & Co. During his time with Eli Lilly, he was responsible for developing business strategy for critical care, cardiovascular, inflammation and bio-products, therapeutics areas, identification of disease state targets, and business development. Dr. Fisher led the Eli Lilly scientific team in the development and regulatory approval of Xigris for the treatment of severe sepsis. He was a co-founder of the biopharmaceutical company Incyte and assisted Ono Pharmaceuticals in achieving Japanese regulatory approval of Elaspol for the treatment of acute lung injury.

Dr. Fisher is a Fellow of the American College of Physicians, American College of Chest Physicians, American College of Critical Care Physicians, American College of Emergency Physicians, and the American Academy of Emergency Medicine. He is also a member of numerous professional societies.

Prior to joining industry, Dr. Fisher had a distinguished career as Professor and Head, Critical Care Medicine at the Cleveland Clinic Foundation. He is renowned as an international thought leader in sepsis and is an invited speaker at international conferences. He has personally designed, conducted and executed over 20 clinical trials as Principle Investigator. He scientifically championed molecules, met with the US and European regulatory authorities, conducted investigator meetings, sat on numerous scientific and advisory boards; and participated in various clinical research groups. He has authored 88 peer-reviewed manuscripts and has been a reviewer for 14 journals. He has been issued four patents in the US, two in the EU, and has five patents pending.

Dr. Fisher obtained his MD in 1973 from Michigan State University. He completed his internship and residency at the University of California, UC Davis Medical Center and fellowship training at the University of Manitoba. From 1977-1997 Dr. Fisher held various Professorship and Directorship positions at The University of Manitoba, the University of California, Davis Medical Center, Case Western University and the Cleveland Clinic Foundation.

About Cardiome Pharma Corp.

Cardiome Pharma Corp. is a product-focused cardiovascular drug development company with three clinical drug programs, two of which focus on atrial arrhythmia (intravenous and oral dosing) and one directed at congestive heart failure.

Cardiome’s lead anti-arrhythmic product, RSD1235, is designed to be an acute-use, intravenous (IV) administration treatment for termination of atrial fibrillation (AF) and a chronic-use oral drug for the maintenance of normal heart rhythm following termination of AF. RSD1235 selectively blocks ion channels in the heart that are known to be active during episodes of AF. Cardiome reported Phase 3 results for IV RSD1235 in December 2004. Of the 237 patients with recent-onset atrial fibrillation (AF), 52% of those receiving an IV dose of RSD1235 converted to normal heart rhythm, as compared to 4% of placebo patients (p< .001). There were no cases of drug-related

“Torsades de Pointes”. Controlled-release oral formulations of RSD1235 are currently being evaluated in Phase 1 clinical trials.

Cardiome’s lead drug in the congestive heart failure (CHF) area is oxypurinol, a xanthine oxidase inhibitor. CHF is the failure of the heart to pump blood at a rate sufficient to support the body’s needs. Oxypurinol is currently in a Phase 2 clinical trial that will evaluate the safety and effectiveness of oxypurinol in the treatment of patients with moderate to severe symptomatic CHF.

Cardiome is traded on the Toronto Stock Exchange (COM) and the NASDAQ National Market (CRME). Further information about Cardiome can be found at www.cardiome.com.

For Further Information:
Don Graham
Director of Corporate Communication
(604) 676-6963 or Toll Free: 1-800-330-9928
Email: dgraham@cardiome.com

Forward-Looking Statement Disclaimer
Statements contained in this news release relating to future results, events and expectation are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such statements. Such factors include, among others, those described in the Company's annual report on Form 40-F. The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

EX-99.2 4 exhibit99-2.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.2

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	January 27, 2005

Item 3.	PRESS RELEASE

	January 27, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp announced the appointment of Dr. Charles Fisher to the position of Chief Medical Officer and Executive Vice President, Clinical and Regulatory Affairs.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	See attached press release.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.	SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 27^th day of January, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.

EX-99.3 5 exhibit99-3.htm PRESS RELEASE ??? FEBRUARY 4, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.3

	6190 Agronomy Rd. 6^th Floor Vancouver, BC V6T 1Z3 CANADA		Tel: 604-677-6905 Fax: 604-677-6915 Website: www.cardiome.com

FOR IMMEDIATE RELEASE NASDAQ: CRME TSX: COM

CARDIOME REPORTS ADDITIONAL ACT 1 CLINICAL RESULTS

Vancouver, Canada, and Deerfield, IL, USA, February 4^th, 2005 Cardiome Pharma Corp (NASDAQ: CRME) (TSX: COM) and its co-development partner Fujisawa Healthcare, Inc. today announced additional results from their recently completed 416-patient atrial arrhythmia (“AF”) clinical study, called ACT 1. Top-line results for ACT 1 were announced on December 20, 2004, showing that the drug converted 52% of recent-onset patients to normal heart rhythm, while causing no side-effect arrhythmias. Data released today covered three aspects of the clinical data that were not available at the time of the announcement in December: the time to conversion, the rate of relapse to AF, and the conversion rate in the atrial flutter sub-group.

In the recent-onset AF patients dosed with intravenous RSD1235 who converted to normal heart rhythm, the median time to conversion was 11 minutes from the initiation of dosing. This study result correlates very closely with the data from Cardiome’s CRAFT Phase 2 study where the mean time to conversion was 11 minutes from the initiation of dosing.

Of those recent-onset AF patients dosed with RSD1235 who converted to normal heart rhythm within 90 minutes of the initiation of dosing, 1 of 75 patients relapsed to atrial arrhythmia within 24 hours. This relapse rate also compares well with the earlier data from the CRAFT Phase 2 study, where 0 of 11 RSD1235-dosed patients who met the primary endpoint reverted back to atrial fibrillation within 24 hours.

RSD1235 appears to be ineffective in converting atrial flutter patients to normal heart rhythm. Only 1 of 39 patients dosed with RSD1235 converted to normal heart rhythm, while 0 of 15 placebo patients converted to normal heart rhythm. In the 30 day interval following treatment administration, serious adverse events occurred in 27% of placebo patients and 18% of drug group patients. Potentially drug-related serious adverse events occurred in 0 placebo patients and in 2 patients receiving RSD1235. Patients with atrial flutter account for approximately 8% of the 2.4 million patients with atrial arrhythmia.¹

In October 2003, Cardiome licensed North American rights to the intravenous formulation of RSD1235 to Fujisawa Healthcare, Inc. Cardiome retains worldwide rights to oral RSD1235 for the prevention of AF recurrence and all rights to the intravenous formulations outside of Canada, US and Mexico. Intravenous RSD1235 is currently being evaluated in two further Phase 3 clinical trials, entitled ACT 2 and ACT 3.

Cardiome has now begun clinical testing of an oral formulation of RSD1235, for potential prophylactic treatment of AF patients who have been returned to normal heart rhythm. Cardiome owns unencumbered world-wide rights to such an application of RSD1235.

AF is an arrhythmia (erratic heartbeat) of the upper storage chambers of the heart. The disease is caused by irregular electrical impulses that regulate the heart’s rate and rhythm. AF is often associated with other forms of heart disease and is a leading contributor to stroke, congestive heart failure and sudden cardiac arrest. In 1999 there were 6.2 million cases of atrial arrhythmia in the developed world. The worldwide market for drugs to treat atrial fibrillation, the main category of atrial arrhythmia, was US$1.16 billion in 1999, with approximately $800 million of this in the US alone. Currently available drugs to acutely treat AF lack sufficient efficacy and have serious safety risks. These safety issues include risk of drug induced pro-arrhythmia and other cardiac liabilities. Market growth will be driven by an aging population and safer alternatives such as RSD1235.

^{__________________________________

1} National Hospital Discharge Survey, 1999

Conference Call Notification
Cardiome will hold a teleconference and webcast today to discuss the results. The conference call will be held at 1:00 p.m. EST (10:00 a.m. PST), please dial 1-877-461-2815 or 416-695-5261 to access the call. There will be a separate dial-in line for analysts on which we will respond to questions at the end of the presentation. The webcast can be accessed through the “What’s New” section of Cardiome’s website at http://www.cardiome.com/new/index.php.

About Cardiome Pharma Corp.

Cardiome is traded on the Toronto Stock Exchange (COM) and the NASDAQ National Market (CRME). Further information about Cardiome can be found at www.cardiome.com.

About Fujisawa Healthcare, Inc.

Fujisawa Healthcare, Inc., headquartered in Deerfield, Ill., develops, manufactures, and markets proprietary pharmaceutical products in the United States and abroad. Fujisawa Healthcare, Inc. is a subsidiary of Fujisawa Pharmaceutical Co., Ltd. based in Osaka, Japan. Fujisawa Pharmaceutical Co., Ltd., founded in 1894, is a leading pharmaceutical manufacturer with a major presence in the global market. Additional information on Fujisawa Healthcare, Inc. and its products can be found on the Internet at http://www.fujisawa.com. On April 1, 2005, Astellas Pharma Inc. will be created by the merger of Fujisawa Pharmaceutical Co., Ltd. and Yamanouchi Pharmaceutical Co., Ltd. More information regarding the formation of Astellas Pharma Inc. can be found at www.astellas.com.

For Further Information:
Don Graham	Maribeth Landwehr
Cardiome Pharma Corp	Fujisawa Healthcare, Inc.
Director of Corporate Communication	Manager, Corporate Communications
(604) 676-6963 or Toll Free: 1-800-330-9928	(847) 317-8988
Email: dgraham@cardiome.com	E-mail: mailto:maribeth_landwehr@fujisawa.com

EX-99.4 6 exhibit99-4.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.4

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	February 4, 2005

Item 3.	PRESS RELEASE

	February 4, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp announced additional results from their recently completed 416-patial atrial arrhythmia (“AF”) clinical study, called ACT 1.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	See attached press release.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.	SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 4^th day of February, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.5 7 exhibit99-5.htm PRESS RELEASE - FEBRUARY 11, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.5

	6190 Agronomy Rd. 6^th Floor Vancouver, BC V6T 1Z3 CANADA		Tel: 604-677-6905 Fax: 604-677-6915 Website: www.cardiome.com

FOR IMMEDIATE RELEASE NASDAQ: CRME TSX: COM

CARDIOME REPORTS OXYPURINOL CLINICAL RESULTS

Vancouver, Canada, February 11, 2005 Cardiome Pharma Corp. (NASDAQ: CRME) (TSX: COM) today announced results for the physician-sponsored “La Plata” clinical study for oxypurinol in congestive heart failure (CHF) patients. The blinded, placebo-controlled 60-patient study showed a statistically-significant improvement in an important measurement of cardiac function, the left ventricle ejection fraction (LVEF).

The randomized, double-blind, placebo controlled trial involved 28 days of oral dosing of oxypurinol in CHF patients with LVEF < 40% and class II-III CHF as rated by the New York Heart Association classification system. The trial enrolled a total of 60 patients, of whom 47 met the entry criteria. The remaining 13 patients enrolled had LVEF exceeding 40%, as measured by blinded reading of echocardiograms upon completion of the study.

Following 28 days of oral daily dosing (600 mg/day), LVEF increased by 6.8% (p=0.017) relative to placebo in the 47 patients who met the prospectively-defined entry criteria. The 6.8% average absolute improvement over placebo represented an average relative increase in cardiac output of 22.6% for the patients receiving oxypurinol. Decreases in serum uric acid of 17.0 mg/L (p< 0.001) relative to placebo, were also demonstrated in patients who met the entry criteria (n=47). Improvement in the 6 minute walk was seen in both treatment groups. However no statistically significant difference between the two groups was observed. No safety concerns were noted.

“The large physiological effect of oxypurinol demonstrated in this study further confirms our confidence in this program.” stated Dr. Charles Fisher, Cardiome’s Chief Medical Officer. “We are especially encouraged that the observed improvement compares well with existing therapeutic alternatives such as beta-blockers and cardiac resynchronization.”

Interim results for this study were presented at a satellite symposium to the Heart Failure Society of America’s annual meeting in September 2004. Cardiome is also currently conducting a phase 2 study (called OPT-CHF) testing the benefit of six months of daily dosing of oxypurinol (600 mg/day) on clinical outcomes of 400 heart failure patients. The last patient was enrolled in OPT-CHF in December of 2004. Results of the OPT-CHF study are expected to be released in the third quarter of 2005.

About Cardiome Pharma Corp.

Cardiome is traded on the Toronto Stock Exchange (COM) and the NASDAQ National Market (CRME). Further information about Cardiome can be found at www.cardiome.com.

For Further Information:
Don Graham
Director of Corporate Communication
(604) 676-6963 or Toll Free: 1-800-330-9928
Email: dgraham@cardiome.com

EX-99.6 8 exhibit99-6.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.6

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	February 11, 2005

Item 3.	PRESS RELEASE

	February 11, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp announced results for the physician-sponsored “La Plata” clinical study for oxypurinol in congestive heart failure (CHF) patients.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	See attached press release.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.	SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 11^th day of February, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.7 9 exhibit99-7.htm PRESS RELEASE ??? FEBRUARY 23, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.7

	6190 Agronomy Rd. 6^th Floor Vancouver, BC V6T 1Z3 CANADA		Tel: 604-677-6905 Fax: 604-677-6915 Website: www.cardiome.com

FOR IMMEDIATE RELEASE NASDAQ: CRME TSX: COM

CARDIOME RECEIVES US$6 MILLION MILESTONE PAYMENT

Vancouver, Canada, February 23, 2005 Cardiome Pharma Corp (NASDAQ: CRME) (TSX: COM) today announced that it has received a US$6 million milestone payment from its co-development partner, Fujisawa Healthcare Inc. The milestone payment was triggered by the successful completion of ACT 1, the first of three Phase 3 clinical trials for Cardiome’s lead antiarrhythmic product, intravenous RSD1235.

Cardiome licensed North American rights to the intravenous formulation of RSD1235 to Fujisawa Healthcare Inc in October 2003. Cardiome retains worldwide rights to oral RSD1235 for the prevention of AF and all rights to the intravenous formulations outside of Canada, US and Mexico. Cardiome may receive an additional US$48 million in milestone payments from Fujisawa over the course of the agreement, based upon the achievement of certain clinical and commercial milestones.

About Cardiome Pharma Corp.

Cardiome is traded on the Toronto Stock Exchange (COM) and the NASDAQ National Market (CRME). Further information about Cardiome can be found at www.cardiome.com.

For Further Information:
Don Graham
Director of Corporate Communication
(604) 676-6963 or Toll Free: 1-800-330-9928
Email: dgraham@cardiome.com

EX-99.8 10 exhibit99-8.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.8

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	February 23, 2005

Item 3.	PRESS RELEASE

	February 23, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that it has received a US$6 million milestone payment from its co-development partner, Fujisawa Healthcare Inc.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	See attached press release.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.	SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 23^rd day of February, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.9 11 exhibit99-9.htm MANAGEMENT DISCUSSION AND ANALYSIS Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.9

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

February 28, 2005

The following should be read in conjunction with our audited consolidated financial statements and the notes included thereto. Our audited consolidated financial statements have been prepared in accordance with Canadian GAAP. A reconciliation to U.S. GAAP is presented in note 17 of our audited consolidated financial statements included herein. Effective December 31, 2003, we changed our fiscal year end from November 30 to December 31. As a result, this discussion and analysis includes comparison of the financial results for the year ended December 31, 2004 (“fiscal 2004”) to those for the thirteen months ended December 31, 2003 (“fiscal 2003”). The forward-looking statements in this discussion regarding our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion include numerous risks and uncertainties, as described in the “Risk Factors” section of our Annual Information Form. Our actual results may differ materially from those contained in any forward-looking statements. Additional information relating to our company, including our 2004 Annual Information Form, is available by accessing the SEDAR website at www.sedar.com. All amounts are expressed in Canadian dollars unless otherwise indicated.

Overview

We are a life sciences company focused on developing proprietary drugs to treat or prevent cardiovascular diseases. Our current efforts are focused on the treatment of atrial arrhythmias and congestive heart failure.

Atrial fibrillation is an arrhythmia, or abnormal rhythm, of the upper chambers of the heart. We have announced positive top-line Phase III results for our intravenous formulation of RSD1235, or RSD1235 (iv), our lead product candidate for the acute conversion of atrial fibrillation, and are currently conducting two additional Phase III trials in conjunction with Fujisawa Healthcare, Inc., or Fujisawa, our collaborative partner. We are also developing an oral formulation of RSD1235, or RSD1235 (oral), as maintenance therapy for the long-term treatment of atrial fibrillation and intend to initiate a Phase II clinical trial in the second half of 2005.

Congestive heart failure is the failure of the heart to pump blood at a rate sufficient to support the body’s needs. We have recently completed enrollment in a Phase II trial of oral Oxypurinol in 405 patients with congestive heart failure.

The following table summarizes current and recently completed clinical studies of each of our research and development projects:

Project	Stage of Development	Current Status

RSD1235 (iv)	1(st) Phase III Clinical Trial (ACT 1)	Trial completed and top-line results released in
		December 2004 and February 2005
	2(nd) Phase III Clinical Trial (ACT 2)	Trial initiated in March 2004
	3(rd) Phase III Clinical Trial (ACT 3)	Trial initiated in July 2004
RSD1235(oral)	Phase I — Formulation Evaluation Study	Interim results released in November 2004 and
		controlled release formulation selected
	Phase I — Food Effect Study	Trial completed in January 2005
Oxypurinol CHF	Phase II Clinical Trial — (OPT-CHF)	Patient recruitment completed in December 2004
	Phase II Proof of Concept Trial — IV (Exotic EF)	Interim results announced in September 2004
	Phase II Proof of Concept Trial — (LaPlata)	Interim results announced in September 2004

Corporate Development

We accomplished several significant milestones during fiscal 2004:

	•	We recently completed and announced the top-line results from ACT 1, the first Phase III clinical trial of RSD1235 (iv) for the treatment of recent-onset atrial fibrillation. This blinded, placebo-controlled study will be used to support the application for regulatory approval of RSD1235 (iv) in the U.S. and Canada. Top-line data from the study showed that 52% of recent-onset atrial fibrillation patients who received RSD1235 (iv) converted to normal heart rhythm, as compared to 4% of placebo patients (p<0.001).

	•	We initiated ACT 2, the second Phase III clinical trial of RSD1235 (iv) for the treatment of atrial fibrillation. ACT 2 will enroll approximately 210 patients and will focus on the treatment of patients with transient atrial fibrillation occurring after coronary artery bypass graft (CABG) or valve replacement surgery. ACT 2 is intended to support the safety dossier attached to the RSD1235 (iv) new drug application, or NDA, and may also form the basis for expanding the application of RSD1235 (iv) into the treatment of post-operative atrial fibrillation.

	•	Fujisawa initiated ACT 3, the third Phase III clinical trial of RSD1235 (iv) for the treatment of atrial fibrillation. This blinded, placebo-controlled study will also be used to support the new drug application or NDA, application for RSD1235 (iv). ACT 3 will enroll approximately 240 patients and measures the safety and efficacy of RSD1235 in recent-onset atrial fibrillation patients.

	•	We completed formulation work on a controlled-release formulation of RSD1235 (oral). This formulation was then advanced into Phase I single-dose safety and pharmacokinetic studies in healthy volunteers. Further Phase I studies will be undertaken as preparation for a Phase II proof-of-concept efficacy study in atrial fibrillation patients.

	•	We completed patient enrolment in OPT-CHF, a Phase II clinical study measuring the safety and efficacy of the oral application of Oxypurinol in moderate to severe symptomatic congestive heart failure patients. This blinded, placebo-controlled study will measure the clinical symptom impact of six months of dosing of Oxypurinol on 405 congestive heart failure patients.

	•	We completed two investigator-sponsored proof of concept trials which both measured the impact of Oxypurinol on the cardiac output of congestive heart failure patients. The 20 patient open-label (no placebo control) EXOTIC-EF study showed that a single IV dose of Oxypurinol appeared to increase cardiac output. The 60 patient, blinded, placebo-controlled LaPlata study showed that 28 days of orally dosed Oxypurinol appeared to have a similar effect.

	•	We succeeded in listing our common shares on the Nasdaq National Market. This move was intended to broaden our shareholder base by making it easier for U.S.—based investors to trade our common shares.

	•	We completed a sale of $4 million of our common shares to Fujisawa at a 25% premium to the average closing price of our common shares on the Toronto Stock Exchange over the preceding 30 calendar-day period.

Critical Accounting Policies and Significant Estimates

Our consolidated financial statements are prepared in accordance with Canadian GAAP. A reconciliation of amounts presented in accordance with U.S. GAAP is described in note 17 to the audited consolidated financial statements for the year ended December 31, 2004. These accounting principles require us to make certain estimates and assumptions. We believe that the estimates and assumptions upon which we rely are reasonable based upon information available at the time that these estimates and assumptions are made. Actual results could differ from these estimates. Areas requiring significant estimates include the assessment of net

recoverable value and amortization of technology licenses and patents, determination of accrued liabilities, recognition of revenue, and stock-based compensation.

The significant accounting policies that we believe are the most critical in fully understanding and evaluating the reported financial results include the following:

	•	intangible assets;
	•	accrued liabilities and clinical trial expenses;
	•	revenue recognition;
	•	research and development costs; and
	•	stock-based compensation.

Intangible Assets

Intangible assets are comprised of purchased technology licenses and patent costs. Technology licenses, including those acquired in exchange for the issuance of equity instruments by us, are amortized on a straight-line basis over the estimated useful life of the underlying technologies. We determine the estimated useful lives for intangible assets based on a number of factors: legal, regulatory or contractual limitations; known technological advances; anticipated demand; and the existence or absence of competition. A significant change in any of the above factors may require a revision of the expected useful life of the intangible asset, resulting in accelerated amortization or an impairment charge, which could have a material impact on our results of operations. We evaluate the recoverability of the net book value of our intangible assets on a quarterly basis based on the expected utilization of the underlying technologies. If the estimated net recoverable value, calculated based on undiscounted estimated future cash flows, exceeds the carrying value of the underlying technology, the excess amount is charged to operations. The amounts shown for technology licenses and patent costs do not necessarily reflect present or future values and the ultimate amount recoverable will be dependent upon the successful development and commercialization of products based on these rights. Patent costs associated with the preparation, filing, and obtaining of patents are capitalized and amortized on a straight-line basis over the estimated useful lives of the patents.

Accrued Liabilities and Clinical Trial Expenses

We have entered into service agreements with various contract research organizations, investigators and other vendors that provide resources, services and expertise that complement our efforts in developing our drug candidates. These agreements may be in force over a number of fiscal years or accounting periods. Since payments under these agreements may not coincide with the period in which the services are rendered, judgment is required in estimating the amount of clinical trial expense to be recorded in each accounting period. Judgment and estimates are also involved in determining the amount of expenditures that are contractually committed under the various agreements. We consider the following factors in estimating the amount of clinical trial expense for an accounting period: the level of patient enrollment; the level of services provided and goods delivered; and the proportion of the overall contracted time that elapsed during the accounting period. In making these assessments, we monitor patient enrollment levels and related activities at a given point in time through internal reviews, correspondence and discussions with contractors and review of contractual terms. We may sometimes rely on the information provided by our contractors. A significant change in the above factors and the accuracy of information provided by our contractors may alter our estimate of our clinical trial expenditure for the accounting period and accrued liabilities as of the end of the accounting period. This could have a material impact on our results of operations and liabilities.

Revenue Recognition

reimbursement of expenses. Non-refundable research collaborative fees are recorded as revenue as the related research expenses are incurred pursuant to the terms of the agreement, provided collectibility is reasonably assured. Non-refundable milestone payments are fully recognized upon the achievement of the milestone event when we have no further involvement or obligation to perform under the arrangement. Initial fees and milestone payments which require our ongoing involvement are deferred and amortized into income over the estimated period of our ongoing involvement. A significant change in estimating the period of our on-going involvement could have a material impact on our results of operations.

Research and Development Costs

Research and development costs consist of direct and indirect expenditures related to our research and development programs. Research and development costs are expensed as incurred unless they meet generally accepted accounting criteria for deferral and amortization. We assess whether these costs have met the relevant criteria for deferral and amortization at each reporting date. No development costs have been deferred.

Stock-based Compensation and other Stock-based Payments

Effective December 1, 2002, we have elected to prospectively adopt the recommendations of the Canadian Institute of Chartered Accountants, or CICA, in new section 3870 of the CICA Handbook, with respect to stock-based compensation and other stock-based payments. This standard requires that all share-based awards be measured and recognized using a fair value based method.

The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model and is amortized over the vesting terms of options which is generally four to five years from grant. Prior to the adoption of this standard, no compensation expense was recognized for stock options issued. The change in this accounting policy did not result in any adjustment to our opening deficit balance on December 1, 2002. For fiscal 2004 and 2003 respectively, we recorded approximately $3.1 million and $2.1 million of stock-based compensation for stock options granted after December 1, 2002, to employees and non-employees.

The Black-Scholes option pricing model is based on several subjective assumptions including the expected life of the option, the expected volatility at the time of the options are granted, and the fair value of our stock at the date of grant of the stock options. Changes in these assumptions can materially affect the measure of the estimated fair value of our employee stock options, hence our results of operations.

Results of Operations

We changed our year end to December 31 effective December 31, 2003. Our transition year was the thirteen month period ended December 31, 2003.

For the year ended December 31, 2004, or fiscal 2004, we recorded a net loss of $27.8 million ($0.71 per common share) compared to a net loss of $19.9 million ($0.63 per common share) and $14.0 million ($0.60 per common share) for the thirteen months ended December 31, 2003, or fiscal 2003, and for the year ended November 30, 2002, or fiscal 2002, respectively. Since our formation in 1986, we have incurred a cumulative deficit of $92.1 million. The increase in net loss for fiscal 2004, as compared to fiscal 2003, was largely due to our expanded clinical development activities during fiscal 2003 and the write-down of intangible assets associated with Oxypurinol for the treatment of gout. However, this was partially offset by the increase in licensing fees and research collaborative fees as described below. Our results of operations were in line with management’s expectations.

We expect losses to continue for at least two fiscal years as we invest in our product research and development, including clinical trials and regulatory compliance.

Revenues

Total revenue increased to $26.4 million in fiscal 2004 from $6.0 million in fiscal 2003. The total revenue in fiscal 2004 was comprised of $12.6 million for licensing fees and $13.8 million for research collaborative

fees, as compared to $1.3 million for licensing fees and $4.7 million for research collaborative fees for fiscal 2003.

Licensing fees represent the amortization of deferred revenue related to upfront payments from our collaborative partners. The increase in licensing fees in fiscal 2004, as compared to those in fiscal 2003, was primarily due to the recognition of the remaining $0.9 million of unamortized deferred revenue related to the upfront payment from our collaborative partner, UCB Farchim S.A., as compared to $0.5 million for fiscal 2003, the increased amortization of deferred revenue, related to the upfront payment and the premium on equity investment from Fujisawa, of $4.5 million, as compared to $0.8 million for fiscal 2003, and the milestone payment for the successful completion of the first Phase III clinical trial of $7.2 million, as compared to $0 for fiscal 2003, respectively.

The increase in research collaborative fees in fiscal 2004, was mainly attributable to the increased research and development cost recovery of $11.7 million, as compared to $3.2 million for fiscal 2003 and the increased project management fees of $1.9 million in fiscal 2004, as compared to $0.6 million for fiscal 2003. This was offset by the declined research service fees of $0.2 million from UCB Farchim S.A. in fiscal 2004, as compared to $0.9 million for fiscal 2003.

We expect to continue recognizing as revenue the amortization of deferred revenue related to the upfront payment and the premium on equity investment from Fujisawa. We will continue to receive project management fees and development cost reimbursements from Fujisawa.

Research and Development Expenditures

Research and development expenditures were $38.7 million for fiscal 2004, as compared to $16.9 million for fiscal 2003, respectively.

The increase of $21.8 million in research and development expenditures in fiscal 2004, as compared to those incurred in fiscal 2003, was primarily due to the expanded clinical development activities in 2004, with commencement, continuation or completion of three Phase III studies of RSD1235 (iv) (ACT 1, ACT 2, and ACT 3), one Phase II regulatory study (OPT-CHF), two Phase II proof-of-concept studies (EXOTIC-EF, LaPlata) of Oxypurinol, and two Phase I studies of RSD1235 (oral). Stock-based compensation of $1.2 million in 2004, as compared to $0.6 million in fiscal 2003, also contributed to the increased research and development costs.

The following provides a description of major clinical trial(s) and research and development expenditure for each of our projects:

RSD1235 (iv)

During fiscal 2004, we completed the first Phase III clinical study of RSD1235 (iv) applied to recent-onset atrial fibrillation, and initiated two additional Phase III studies, ACT 2 and ACT 3.

The ACT 1 Study

In August 2003, we initiated ACT 1, our first Phase III clinical trial of active atrial fibrillation, and finished its patient enrollment in October 2004. The study looked at three sub-groups of patients, including 237 patients with recent-onset atrial fibrillation (more than three hours but less than seven days), 119 patients with longer-term atrial fibrillation (more than seven days but less than 45 days) and 60 patients with atrial flutter. The primary endpoint in ACT 1 was conversion of recent-onset atrial fibrillation to normal heart rhythm for a period of at least one minute post-dosing within 90 minutes of the start of dosing. The study was initiated in August 2003, and was carried out in 45 centers in the U.S., Canada and Scandinavia.

In December 2004 and February 2005, we announced top-line results for ACT 1. We anticipate a full trial report will be presented in May 2005 at the Heart Rhythm Society Meetings in New Orleans. The study showed that of the 237 patients with recent-onset atrial fibrillation, 52% of those receiving RSD1235 (iv) converted to

normal heart rhythm, as compared to 4% of placebo patients (p0.001) . In those recent-onset atrial fibrillation patients dosed with RSD1235 (iv) who converted to normal heart rhythm, the median time to conversion was 11 minutes from the initiation of dosing. Of the 75 patients who converted to normal heart rhythm within 90 minutes of the initiation of dosing, 74 (99%) of them remained in normal rhythm for at least 24 hours. In the longer-term atrial fibrillation population, 8% of patients who were dosed with RSD1235 (iv) had their atrial fibrillation converted, as compared to 0% of placebo patients, a difference which was not statistically significant.

The top-line ACT 1 study data suggests that RSD1235 (iv) is also well-tolerated in the target patient population. In the 30 day interval following drug administration to these recent-onset patients, serious adverse events occurred in 18% of placebo patients and 13% of drug group patients. Potentially drug-related serious adverse events occurred in 0% of placebo patients and 1.4% of patients receiving RSD1235 (iv). There were no cases of drug-related Torsades de Pointes, a well-characterized arrhythmia which is an occasional side effect of many current anti-arrhythmia drugs. No patients needed to discontinue ACT 1 due to study drug, and there were no deaths attributed to RSD1235 (iv).

RSD1235 (iv) appears to be ineffective in converting atrial flutter patients to normal heart rhythms. Only one of 39 patients dosed with RSD1235 (iv) converted to normal heart rhythm, while 0 of 15 placebo patients converted to normal heart rhythm. In the 30 day interval following treatment administration, serious adverse events occurred in 27% of placebo patients and 18% of drug group patients. Potentially serious adverse drug-related events occurred in zero placebo patients and in two patients receiving RSD1235 (iv).

The ACT 2 Study

The ACT 2 study, initiated in March of 2004, will enroll approximately 210 patients and will evaluate the efficacy and safety of RSD1235 (iv) in the treatment of patients who have developed transient atrial fibrillation following cardiac surgery. The primary endpoint in this study is acute conversion of atrial fibrillation to normal heart rhythm.

The ACT 3 Study

Our collaborative partner, Fujisawa initiated the ACT 3 study in July 2004. ACT 3 will enroll approximately 240 patients. Two groups of patients will be enrolled. The primary endpoint will be based on 160 patients with recent-onset atrial fibrillation or atrial flutter (in atrial fibrillation or atrial flutter longer than three hours but less than seven days). The study will also measure the safety and efficacy of RSD1235 (iv) in 80 longer-term atrial fibrillation patients (in atrial fibrillation more than seven days but less than 45 days).

As the project advanced from Phase II clinical testing in a single study in fiscal 2002 to Phase III clinical testing in three concurrent studies in fiscal 2004, our expenditures for this project increased substantially. Total research and development for this project was $21.3 million for fiscal 2004, as compared to $7.5 million and $6.3 million for fiscal 2003 and fiscal 2002, respectively. Also included in the increased expenditures in fiscal 2004 were the costs associated with the manufacturing of stability batches of RSD1235 and clinical drug supplies. These stability batches will generate manufacturing data required for our potential NDA in 2005. In accordance with our collaboration and license agreement with Fujisawa, overall RSD1235 (iv) expense recoveries of $11.7 million were recorded as research collaborative fees for fiscal 2004, as compared to $3.2 million for fiscal 2003.

The RSD1235 Oral Project

Following a proof of concept trial suggesting RSD1235 has oral bioavailability, with approximately 70% of the orally administrated RSD1235 found in the blood stream of the healthy volunteers who ingested the drug, we started our formulation work and pre-clinical toxicology testing in 2003. We completed our oral formulation work and began testing of our formulations in healthy volunteers in fiscal 2004. We also continued to conduct pre-clinical toxicology testing on RSD1235 (oral) in fiscal 2004.

In September 2004, we initiated dosing of RSD1235 (oral) in 12 healthy volunteers in a Phase I formulation evaluation study in Europe. This study was an open-label, cross-over evaluation of two sustained release formulations of RSD1235 (oral) in comparison to an immediate release formulation of RSD1235 (oral). Based on the successful completion of the study in November 2004, we have chosen a controlled-release formulation for further clinical development.

Total expenditure for the RSD1235 (oral) project increased to $5.1 million for fiscal 2004, as compared to $0.4 million for fiscal 2003. The increase was the result of the increased operational activities associated with the formulation work, manufacture of drug supplies, the initiation of Phase I clinical trials and pre-clinical toxicology testing work in fiscal 2004. An important part of the increased expenditures in fiscal 2004 were costs associated with the manufacturing of drug supplies for ongoing and future clinical trials.

Oxypurinol for Congestive Heart Failure Project

During fiscal 2004, patient recruitment was completed for three clinical studies applying Oxypurinol to the treatment of congestive heart failure which were initiated in fiscal 2003: the OPT-CHF study, the EXOTIC-EF study, and the LaPlata study.

The OPT-CHF Study

OPT-CHF which was initiated in March 2003 finished its patient recruitment on December 22, 2004. The placebo-controlled study investigates the impact of 24 weeks of daily oral dosing of Oxypurinol (600 mg/day) on the clinical outcomes of an expected 405 moderate to severe symptomatic heart failure.

The study enrolled New York Heart Association class III and IV patients with ejection fractions less than or equal to 40%. All randomized patients have experienced at least one hospitalization or emergency room visit for heart failure in the previous 18 months, or had a new heart failure medication added to their drug regimen due to lack of medical stability.

The primary end point of the study is a composite that assigns all patients to one of three categories: improved, unchanged or worsened. Improvement consists of improvement in New York Heart Association class or improvement in patient global heart failure assessment. Worsening includes death, re-hospitalization or emergency clinic visit, requirement for acute change in medication, and other factors. We have completed patient recruitment and expect to report the results in the third quarter of 2005. If successful, we may initiate a Phase III clinical trial in 2006.

The EXOTIC-EF Study

In September 2004, we announced positive interim results for an investigator-sponsored study, EXOTIC-EF. This open-label study, which was conducted in Europe, evaluated intravenous dosing of Oxypurinol in 20 catheterized congestive heart failure patients. The endpoints of this study were left-ventricle ejection fraction and cardiac oxygen consumption. The reported data covered all 14 patients dosed to date. Oxypurinol administration resulted in an average absolute increase of 3.6% (p0.0032) in left-ventricle ejection fraction at 5.5 hours post-dosing relative to pre-dosing. This represents a 19.8% relative increase in average ejection fraction.

The LaPlata Study

This investigator-sponsored randomized, double-blinded, placebo controlled trial involved 28 days of oral dosing of Oxypurinol in Congestive Heart Failure patients with left-ventricle ejection fraction equal to less than 40% and class II-III congestive heart failure as rated by the New York Heart Association classification system. The trial enrolled a total of 60 patients, of whom 47 met the entry criteria. The remaining 13 patients enrolled

had left ventricle ejection fraction exceeding 40%, as measured by blinded reading of echocardiograms upon completion of the study.

Following 28 days of oral daily dosing (600 mg/day), left-ventricle ejection fraction increased by 6.8% (p=0.017) relative to placebo in the 47 patients who met the prospectively-defined entry criteria. The 6.8% average absolute improvement over placebo represented an average relative increase in cardiac output of 22.6% for the patients receiving Oxypurinol. Improvement in the six minute walk was seen in both treatment groups. However, no statistically significant difference between the two groups was observed. No safety concerns were noted. These final results were announced on February 11, 2005.

As we advanced this project from pre-clinical stage, when the project was acquired by us in fiscal 2002 to a Phase II clinical stage in fiscal 2004, our expenditure for this project increased substantially. Research and development expenditure for this project increased to $8.6 million for fiscal 2004, as compared to $3.3 million for fiscal 2003.

Oxypurinol for Gout

Pursuant to our license from Genzyme, in May 2002 we exercised our option to acquire the rights to clinical trial data for Oxypurinol in the treatment of allopurinol intolerant gout. Genzyme completed a pivotal, open-label Phase II/III clinical study for the treatment of patients with symptomatic gout who are intolerant to allopurinol prior to our acquisition of this technology. In December 2003, we submitted a NDA to the U.S. Food and Drug Administration, or FDA, for Oxypurinol for the treatment of allopurinol intolerant gout patients. In June 2004, we received an “approvable” letter from the FDA stating that prior to final marketing approval, the FDA requires additional clinical and manufacturing data from us. We have stopped pursuing the allopurinol intolerant gout indication for Oxypurinol for the foreseeable future in order to maintain our focus on our cardiovascular assets.

As a result of the above decision, we have taken non-cash write-downs totaling $7.1 million, net of future income tax recovery, to the intangible assets related to this project in September 2004. The write-downs include write-down of intangible assets and future tax liability, which arose from our acquisition of Cardiome, Inc. (formerly Paralex, Inc.) by issuance of our common shares in March 2002. The write-downs of intangible assets and future tax liability were $11.3 million and $4.5 million, respectively. In addition, we wrote down the carrying value of a license (cash payment in May 2002) by $0.2 million.

Our expenditure for this project was $3.2 million for fiscal 2004, as compared to $4.4 million and $0.8 million for fiscal 2003 and fiscal 2002, respectively. The decrease in expenditure for fiscal 2004, as compared to those incurred in fiscal 2003, was due to the decision to discontinue the program indefinitely.

Other Pre-Clinical Projects

During fiscal 2004, we also continued certain pre-clinical studies to support various intellectual property protection and business development activities. The total expenditures for these activities were $0.5 million for fiscal 2004, as compared to $1.3 million and $0.4 million for fiscal 2003 and fiscal 2002, respectively.

We expect the research and development expenditures for the year ending December 31, 2005, or fiscal 2005, to be higher than those incurred in fiscal 2004. A significant portion of the research and development expenditures will be incurred in the following activities:

	•	RSD1235 Intravenous Project — we expect to complete both ACT 2 and ACT 3 in fiscal 2005 and to begin our preparation work for an NDA for this project;

	•	RSD1235 Oral Project — we expect to complete at least one additional Phase I clinical study in Europe and initiate a Phase II clinical proof-of-concept study in atrial fibrillation patients in North America and Europe in fiscal 2005; and

•

Oxypurinol for Congestive Heart Failure Project — we expect to release final results for the OPT-CHF, EXOTIC-EF and the LaPlata studies in fiscal 2005.

General and Administration Expenditures

General and administration expenditures for fiscal 2004 were $7.3 million as compared to $5.6 million and $3.8 million for fiscal 2003 and fiscal 2002, respectively.

The increase of $1.7 million in general and administration expenditures in fiscal 2004, as compared to those incurred in fiscal 2003, was largely attributable to the increase of $310,000 in consulting and professional fees, the increase of $635,000 in wages and benefits (including stock-based compensation for administrative and executive personnel), listing fees for The Nasdaq National Market of $150,000, and increase of $572,000 in other expenditures to support our expanded operational activities.

Amortization

Amortization was $5.1 million for the year ended December 31, 2004, as compared to $6.0 million and $4.4 million for fiscal 2003 and fiscal 2002, respectively. The decrease in amortization for fiscal 2004 was attributable to the reduced net book value of our intangible and other assets, after the write-down of intangible assets associated with the Oxypurinol gout program in September 2004. The decrease in amortization in fiscal 2004 was also due to the additional amortization taken for the transition year (thirteen month period) in fiscal 2003.

Write-down of Intangible Assets

We recorded a total write-down of intangible assets of $11.5 million in fiscal 2004, as compared to $0 for the same fiscal period in 2003. The write-down was a result of our decision on the Oxypurinol gout program as described above.

Other Income (Expenses)

Interest and other income was $0.7 million for fiscal 2004, as compared to $0.6 million for fiscal 2003. The increase for the current year was due to the higher average balance of cash and short-term investment balances.

A net foreign exchange loss of $1.1 million was recorded for the year ended December 31, 2004, as compared to a net foreign exchange loss of $46,783 and a net foreign exchange gain of $73,416 for fiscal 2003 and fiscal 2002, respectively. The net foreign exchange loss for the current year was mainly the result of the strengthening Canadian dollar in comparison to the U.S. dollar on our U.S. dollar denominated investment portfolio, foreign currency receivables and foreign currency payables. We are exposed to market risk related to currency exchange rates in the U.S. and Europe because the majority of our clinical development expenditures are incurred in U.S. dollars and Euros. Some of these risks are offset by the reimbursements from Fujisawa in U.S. dollars.

Future Income Tax Recovery

Future income tax recovery was $8.8 million for fiscal 2004, as compared to $2.1 million for fiscal 2003. The increase in the recovery for fiscal 2004, as compared to fiscal 2003, reflects the recovery of $4.5 million related to the write-down of intangible assets regarding the Oxypurinol gout project and the recognition of the tax benefits of the current year’s losses of the U.S. subsidiary of $6.5 million less other withholding tax amounts of $2.2 million.

Quarterly Financial Data

Set forth below is the selected unaudited consolidated financial data for each of the last eight quarters:

	Three Months	Three Months		Three Months		Three Months
	Ended	Ended		Ended		Ended
2004	December 31	September 30		June 30		March 31
	(Canadian dollars)
	(in thousands of dollars, except per share amounts)
Total revenue	$11,640	$4,505		$5,269		$4,989
Research and development expenses	8,914	9,744		12,432		7,577
General and administration expenses	2,154	1,414		2,182		1,547
Net income (loss) for the period	1,787	(14,986	)	(9,841	)	(4,727	)
Basic net income (loss) per common share	0.05	(0.38	)	(0.25	)	(0.13	)
Diluted net income (loss) per common share	0.04	(0.38	)	(0.25	)	(0.13	)

	Four Months		Three Months		Three Months		Three Months
	Ended		Ended		Ended		Ended
2003	December 31		August 31		May 31		February 28
	(Canadian dollars)
	(in thousands of dollars, except per share amounts)
Total revenue	$4,925		$359		$363		$400
Research and development expenses	7,761		3,456		2,507		3,204
General and administration expenses	2,030		1,174		1,408		1,019
Net loss for the period	(5,853	)	(5,058	)	(4,376	)	(4,579	)
Basic and diluted loss per common share	(0.16	)	(0.16	)	(0.15	)	(0.16	)

Total revenue relate to our licensing and research collaborative revenues. The significant increase in revenue since the quarter ended August 31, 2003 is primarily related to our license and research collaborative agreement with Fujisawa. The primary factor affecting the losses in the various quarters is the number and stage of our clinical development programs as well as the adoption of our accounting policy with respect to recognizing as an expense the fair value of stock options since December 1, 2002. In addition, the substantial increase in loss for the quarter ended September 30, 2004 is due to the write-down of technology and licenses with respect to our decision on Oxypurinol gout project as described earlier.

For the quarter ended December 31, 2004, or Q4-2004, the significant increase in revenue, when compared with the four months ended December 31, 2003, or Q3-2003, was due to the milestone payment for the successful completion of the 1st Phase 3 clinical trial of $7.2 million. The increase in research and development expenditures for Q4-2004, as compared with Q4-2003, was due to the expanded research and development activities. The level of general and administrative expenditures for Q4-2004, was comparable to the amount recorded for Q4-2003. The increase in the tax recovery was the result of the recognition of the tax benefits of the current year’s losses of the U.S. subsidiary less other withholding tax amounts.

Selected Consolidated Financial Information

The following table sets forth consolidated financial data for our last three fiscal periods:

	Fiscal Periods Ended
	December 31, 2004	December 31, 2003	November 30, 2002
		⁽¹⁾
	$	$	$
	(in thousands of dollars, except earnings per share)
Revenue	26,403	6,047	1,768
Net loss	(27,767)	(19,866)	(14,030)
Basic and diluted loss
per common share	(0.71)	(0.63)	(0.60)
Total assets	68,326	92,124	67,802
Long-term obligation ⁽²⁾	233	34	61

(1)	On December 31, 2003, we changed our fiscal year end from November 30 to December 31. As such, the data in this column reflects a 13 month period. In addition, we elected to prospectively adopt the recommendations of the C.I.C.A. new Handbook section 3870, Stock-based Compensation and other Stock-based Payments, effective December 1, 2002. This standard requires that all stock-based awards be measured and recognized using a fair value based method. For the thirteen months ended December 31, 2003, we recorded $1,991,865 and $67,188 of stock-based compensation for the stock options granted after December 1, 2002, to employees and non-employees, respectively. The increase in revenues and net loss since November 30, 2002 reflects our expanded clinical development activities and our partnering agreement with Fujisawa.

(2)	Amounts represent capital lease obligations and repayable tenant inducement advances.

(3)	We have not declared any cash dividends since inception.

Liquidity and Capital Resources

Sources and Uses of Cash

Our operational activities for the year ended December 31, 2004 were financed mainly by our working capital carried forward from the preceding fiscal year, research collaborative and licensing fees collected from our partners, Fujisawa and UCB Farchim S.A., and the cash received from the exercise of share purchase warrants and options. During the year ended December 31, 2004, cash provided by financing activities was mainly the proceeds of $7.5 million received from the issuance of our common shares upon exercise of share purchase warrants and options and the proceeds of $4.1 million received from the sale of our common shares to Fujisawa. During the thirteen months ended December 31, 2003, cash provided by financing activities primarily consisted of the proceeds of $28.5 million received from issuance of our common shares pursuant to the two financings completed in fiscal 2003 and the proceeds of $2.6 million received from the issuance of our common shares upon exercise of share purchase warrants and options.

Cash used in operating activities for the year ended December 31, 2004 was $29.7 million, as compared to $5.8 million for the thirteen months ended December 31, 2003. The increase was primarily due to the increase in the loss for the current year resulting from the substantial increase of clinical operational activities and the net change in non-cash working capital items primarily relating to accounts receivable and deferred revenue.

Cash provided by investing activities for the year ended December 31, 2004 was $11.9 million, as compared to $12.7 million of cash used in investing activities for the thirteen months period ended December 31, 2003. The increase in cash provided by investing activities was mainly due to the increase of $26.2 million net sale of short-term investments; this was offset by the increase of $2.4 million purchases of capital assets. The increase in purchases of capital assets for fiscal 2004 compared to fiscal 2003 was due to the construction cost associated with our new facility. Approximately 60% of these construction costs were recovered from our landlord through a leasehold inducement program.

At December 31, 2004, we had working capital of $26.8 million, as compared to $40.5 million at December 31, 2003. We had available cash reserves comprised of cash, cash equivalents and short-term investments of $24.4 million at December 31, 2004, as compared to $44.6 million at December 31, 2003.

As of December 31, 2004 and in the normal course of business we are obligated to make future payments. These obligations represent contracts and other commitments that are known and committed.

	Payment Due by Period

	Total	2005	2006—2007	2008—2009	Thereafter
	(in thousands of Canadian dollars)
Capital lease obligations(1)	$7	$7	$0	$0	$0
Other long-term obligation	226	16	37	45	128
Operating lease obligations	2,998	256	559	683	1,500
Commitments for clinical
research agreements(2)	6,522	6,522	0	0	0
Commitments under license
agreement(3)	601	48	192	241	120
					per annum
Total	$10,354	$6,849	$788	$969	$1,748

_________

(1)	Includes interest portion.

(2)	The total commitment of $6.5 million reflects $2.1 million of commitments that are non-cancelable and $4.4 million of commitments that are cancelable should we decide to discontinue the related clinical research work.

(3)	As of December 31, 2004, pursuant to four license and service agreements, we have various commitments as described in Note 12(d) of the annual consolidated financial statements for the year ended December 31, 2004. The majority of these commitments are contingent upon achievement of certain milestones which may or may not actually occur. The amounts disclosed in this table represent minimum annual royalties described in Note 12(d)(iii), converted from Canadian dollars to U.S. dollars at the closing exchange rate on December 31, 2004 of 0.8319.

Outstanding Share Capital

As at February 25, 2005 there were 41,010,750 common shares issued and outstanding, 4,866,493 common shares issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $5.12 per share, 303,166 common shares reserved for future grant or issuance under our stock option plan and 176,500 common shares issuable upon the exercise of outstanding warrants at a weighted-average exercise price of $4.10 per share.

Related Party Transactions

During fiscal 2004, we incurred $78,000 of consulting fees for regulatory services provided with respect to the Oxypurinol gout project to one of our directors on ordinary commercial terms.

Included in accounts payable and accrued liabilities at December 31, 2004 is $55,000 (December 31, 2003 — $0) owing to a law firm where our current Corporate Secretary is a partner. The amount was charged at normal trade terms. Since his appointment as our Corporate Secretary in May 2004, we have incurred approximately $194,000 of legal fees for services provided by the law firm for fiscal 2004.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Financial Instruments and Risks

We are exposed to market risks related to changes in interest rates and foreign currency exchange rates. We invest our cash reserves in fixed rate, highly liquid and highly rated financial instruments such as treasury bills, commercial papers and banker’s acceptances. We have not entered into any forward currency contracts or other financial derivatives to hedge foreign exchange risk. We are subject to foreign exchange rate changes that could have a material effect on future operating results or cash flow.

We believe that our current cash position, together with the anticipated proceeds from this offering and the anticipated cash inflows from our collaborative partner and interest income should be sufficient to finance our operational and capital needs for at least the next two years. However, our future cash requirements may vary materially from those now expected due to a number of factors, including the costs associated with the completion of the clinical trials, collaborative and license arrangements with third parties, and opportunities to in-license complementary technologies. We will continue to review our financial needs and seek additional financing as required from sources that may include equity financing, and collaborative and licensing arrangements. However, there can be no assurance that such additional funding will be available or if available, whether acceptable terms will be offered.

EX-99.10 12 exhibit99-10.htm ANNUAL AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2004 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.10

Consolidated Financial Statements

Cardiome Pharma Corp.
(Expressed in Canadian dollars)
December 31, 2004

AUDITORS’ REPORT

To the Board of Directors and Shareholders of
Cardiome Pharma Corp.

We have audited the consolidated balance sheets of Cardiome Pharma Corp. as at December 31, 2004 and December 31, 2003 and the consolidated statements of loss and deficit and cash flows for the year ended December 31, 2004, for the thirteen months ended December 31, 2003 and for the year ended November 30, 2002. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and December 31, 2003 and the results of its operations and its cash flows for the year ended December 31, 2004, for the thirteen months ended December 31, 2003 and for the year ended November 30, 2002, in accordance with Canadian generally accepted accounting principles.

As discussed in note 3 to the consolidated financial statements, the Company changed its policy for the method of accounting for stock-based compensation, effective December 1, 2002.

Vancouver, Canada,	/s/ Ernst & Young LLP
February 4, 2005.	Chartered Accountants

Cardiome Pharma Corp.
Continued under the laws of Canada

CONSOLIDATED BALANCE SHEETS

(expressed in Canadian dollars)

	December 31,		December 31,
	2004		2003
	$		$

ASSETS
Current
Cash and cash equivalents [note 6]	7,673,892		13,978,880
Short-term investments [notes 6 and 10]	16,693,319		30,604,031
Amounts receivable [note 5]	14,289,307		4,360,377
Prepaid expenses	1,131,591		798,004
Total current assets	39,788,109		49,741,292
Capital assets [note 7]	2,687,290		849,689
Intangible assets [note 8]	25,851,072		41,533,337
	68,326,471		92,124,318

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities [note 15]	5,833,974		4,343,118
Deferred revenue [note 13]	4,868,817		4,893,400
Future income tax liability [note 14]	2,164,000		—
Current portion of capital lease obligations [note 12[b]]	7,061		27,045
Current portion of deferred leasehold inducement [note 9]	95,108		—
Total current liabilities	12,968,960		9,263,563
Capital lease obligations [note 12[b]]	—		7,040
Deferred revenue [note 13]	4,015,106		8,304,168
Deferred leasehold inducement [note 9]	859,984		—
Future income tax liability [note 14]	4,918,000		15,860,000
Total liabilities	22,762,050		33,434,771

Commitments and contingencies [notes 12 and 16]

Shareholders’ equity
Share capital [note 11[b]]	131,427,488		119,645,857
Contributed surplus	6,195,605		3,335,319
Deficit	(92,058,672	)	(64,291,629	)
Total shareholders’ equity	45,564,421		58,689,547
	68,326,471		92,124,318

See accompanying notes

On behalf of the Board:

	/s/ Mark C. Rogers	/s/ Harold H. Shlevin
	Director	Director

Cardiome Pharma Corp.

CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT

(expressed in Canadian dollars)

			Thirteen
	Year ended		months ended		Year ended
	December 31,		December 31,		November 30,
	2004		2003		2002
	$		$		$

REVENUE
Licensing fees [note 13]	12,563,649		1,350,366		1,480,641
Research collaborative fees [note 13]	13,839,595		4,696,827		287,768
	26,403,244		6,047,193		1,768,409

EXPENSES
Research and development	38,666,892		16,928,018		9,759,442
General and administration	7,296,911		5,631,050		3,760,006
Amortization	5,062,158		6,028,230		4,441,501
Write-down of intangible assets [note 8]	11,521,176		—		—
	62,547,137		28,587,298		17,960,949
Operating loss	(36,143,893	)	(22,540,105	)	(16,192,540	)

OTHER INCOME (EXPENSES)
Interest and other income	679,171		611,075		559,418
Foreign exchange gain (losses)	(1,080,321	)	(46,783	)	73,416
	(401,150	)	564,292		632,834

Loss before income taxes	(36,545,043	)	(21,975,813	)	(15,559,706	)
Future income tax recovery [notes 8 and 14]	8,778,000		2,110,000		1,530,000

Net loss for the period	(27,767,043	)	(19,865,813	)	(14,029,706	)
Deficit, beginning of period	(64,291,629	)	(44,425,816	)	(30,396,110	)
Deficit, end of period	(92,058,672	)	(64,291,629	)	(44,425,816	)

Basic and diluted loss per common share [note 11[f]]	(0.71	)	(0.63	)	(0.60	)

Weighted average number of
common shares outstanding [note 11[f]]	39,231,791		31,470,279		23,560,044

See accompanying notes

Cardiome Pharma Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(expressed in Canadian dollars)

			Thirteen
	Year ended		months ended		Year ended
	December 31,		December 31,		November 30,
	2004		2003		2002
	$		$		$

OPERATING ACTIVITIES
Loss for the period	(27,767,043	)	(19,865,813	)	(14,029,706	)
Add items not affecting cash:
Amortization	5,062,158		6,028,230		4,441,501
Stock-based compensation	3,067,802		2,059,053		84,000
Deferred leasehold inducement amortization	(75,288	)	—		—
Write-down of intangible assets	11,521,176		—		—
Future income tax recovery	(8,778,000	)	(2,110,000	)	(1,530,000	)
	(16,969,195	)	(13,888,530	)	(11,034,205	)
Changes in non-cash working capital items relating to
operations:
Amounts receivable	(9,928,930	)	(3,847,710	)	(336,655	)
Prepaid expenses	(333,587	)	(726,805	)	—
Accounts payable and accrued liabilities	1,806,524		948,087		1,741,108
Deferred revenue	(4,313,645	)	11,742,635		106,559
Cash used in operating activities	(29,738,833	)	(5,772,323	)	(9,523,193	)

FINANCING ACTIVITIES
Issuance of share capital	11,574,114		31,063,759		27,884,444
Payment on obligations under capital leases	(27,024	)	(27,395	)	(15,937	)
Repayment of long-term debt	—		—		(724,574	)
Cash provided by financing activities	11,547,090		31,036,364		27,143,933

INVESTING ACTIVITIES
Acquisition of Cardiome, Inc. [note 4]	—		—		(1,382,606	)
Purchase of capital assets	(2,695,034	)	(336,050	)	(203,375	)
Leasehold inducements	1,030,380		—		—
Patent costs capitalized	(359,303	)	(81,457	)	(481,962	)
Purchase of short-term investments	(39,690,850	)	(38,553,131	)	(33,717,159	)
Sale of short-term investments	53,601,562		26,255,128		18,212,961
Cash provided by (used in) investing activities	11,886,755		(12,715,510	)	(17,572,141	)

Increase (decrease) in cash and cash equivalents
during the period	(6,304,988	)	12,548,531		48,599
Cash and cash equivalents, beginning of period	13,978,880		1,430,349		1,381,750
Cash and cash equivalents, end of period	7,673,892		13,978,880		1,430,349

Supplemental cash flow information:
Interest paid	20,788		3,439		3,039

See accompanying notes

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

1. NATURE OF OPERATIONS

Cardiome Pharma Corp. (the “Company”) was incorporated under the Company Act (British Columbia) on December 12, 1986 under the name Nortran Resources Ltd. The Company changed its name to Nortran Pharmaceuticals Inc. on June 24, 1992 and subsequently to Cardiome Pharma Corp. on June 20, 2001. On March 8, 2002, the Company was continued under the laws of Canada. The Company is a product-focused cardiovascular drug development company.

The Company has financed its cash requirements primarily from share issuances, payments from research collaborators and licensing fees. The Company’s ability to realize the carrying value of its assets is dependent on successfully bringing its technologies to market and achieving future profitable operations, the outcome of which cannot be predicted at this time. It may be necessary for the Company to raise additional funds for the continuing development of its technologies.

The Company changed its fiscal year end from November 30 to December 31, effective December 31, 2003. Accordingly, for the 2003 fiscal period, the Company has reported its annual consolidated financial statements for the thirteen month period ended December 31, 2003.

2. SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its accounts in accordance with Canadian generally accepted accounting principles. A reconciliation of amounts presented in accordance with United States generally accepted accounting principles is detailed in note 17. The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements:

Principles of consolidation

These consolidated financial statements include the accounts of Cardiome Pharma Corp. and its wholly-owned subsidiaries, Rhythm-Search Developments Ltd. (incorporated in Canada), Cardiome, Inc. (incorporated in the United States), and Cardiome Research and Development (Barbados), Inc. (incorporated in Barbados). Intercompany accounts and transactions have been eliminated on consolidation.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

Use of estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts recorded in the consolidated financial statements. Significant areas requiring the use of estimates relate to the assessment of net recoverable value of technology licenses and patents, accrual of clinical trial expenses, reporting of revenue recognition and stock-based compensation. The reported amounts and note disclosure are determined using management’s best estimates based on assumptions that reflect the most probable set of economic conditions and planned course of actions. Actual results could differ from those estimates.

Foreign currency translation

The Company follows the temporal method of accounting for the translation of foreign currency amounts, including those of its integrated foreign subsidiaries, into Canadian dollars. Under this method, monetary assets and liabilities denominated in foreign currencies are translated into Canadian dollars using exchange rates in effect at the balance sheet date. All other assets and liabilities are translated at the exchange rates prevailing at the date the assets were acquired or the liabilities incurred. Revenue and expense items are translated at the monthly average exchange rate during the period. Foreign exchange gains and losses, both realized and unrealized, are included in the determination of the loss for the period.

Cash equivalents

The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents, which are carried at the lower of cost or market.

Short-term investments

The Company considers all highly liquid financial instruments with an original maturity greater than 90 days and less than one year to be short-term investments. Short-term investments are considered available-for-sale and are carried at the lower of cost and market value.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

Capital assets

Capital assets are recorded at cost less accumulated amortization. Amortization is provided using the straight-line method over the following terms:

Laboratory equipment	5 years
Computer equipment	3 years
Office equipment	5 years
Laboratory equipment under capital lease	Term of lease
Leasehold improvements	Term of lease
Web-site development costs	3 years

Technology licenses and patent costs

Technology licenses, which includes licenses and rights to technologies, are initially recorded at fair value based on consideration paid and amortized on a straight-line basis over the estimated useful life of the underlying technologies of ten years.

Patent costs associated with the preparation, filing, and obtaining of patents are capitalized and amortized on a straight-line basis over the estimated useful lives of the patents of ten years.

Management evaluates the recoverability of technology licenses and patents on a quarterly basis based on the expected utilization of the underlying technologies. If the estimated net recoverable value, calculated based on undiscounted estimated future cash flows, exceed the carrying value of the underlying technology, the excess amount is charged to operations. The amounts shown for technology licenses and patent costs do not necessarily reflect present or future values and the ultimate amount recoverable will be dependent upon the successful development and commercialization of products based on these rights.

Leases

Leases have been classified as either capital or operating leases. Leases which transfer substantially all the benefits and risks incidental to the ownership of assets are accounted for as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases wherein rental payments are expensed as incurred.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

Deferred leasehold inducements

Deferred leasehold inducement representing a tenant improvement allowance is being amortized on a straight-line basis over the initial term of the lease of ten years as a reduction of rent expense.

Government grants

Government grants are recorded as a reduction of the related expenditure when there is reasonable assurance that the Company has complied with all conditions necessary to receive the grants, collectibility is reasonably assured, and the amounts are non-refundable. During the year ended December 31, 2004, the Company recorded government grants of $48,463 [thirteen months ended December 31, 2003 - $76,000; year ended November 30, 2002 - $37,000] as a reduction of research and development expenditures.

Revenue recognition

Research collaborative fees, which are non-refundable, are recorded as revenue as the related research expenses are incurred pursuant to the terms of the agreement and provided collectibility is reasonably assured.

Licensing fees comprise initial fees and milestone payments derived from collaborative licensing arrangements. Non-refundable milestone payments are recognized upon the achievement of the specified milestones when the milestone is substantive in nature, the achievement of the milestone was not reasonably assured at the inception of the agreement, and the Company has no further significant involvement or obligation to perform under the arrangement. Otherwise, non-refundable milestone payments and initial fees are deferred and amortized into revenue on a straight-line basis over the estimated period of the ongoing involvement of the Company.

Research and development costs

Research costs are expensed in the period incurred. Development costs are expensed in the period incurred unless the Company believes a development project meets generally accepted accounting criteria for deferral and amortization. At December 31, 2004 and December 31, 2003, no development costs have been deferred.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d.)

Stock-based compensation and other stock-based payments

The Company grants stock options to executive officers and directors, employees, consultants and clinical advisory board members pursuant to a stock option plan described in note 11. Effective December 1, 2002, the Company adopted the fair value method of accounting for stock options granted, modified or settled since December 1, 2002 [note 3].

Future income taxes

The Company accounts for income taxes using the liability method of tax allocation. Future income taxes are recognized for the future income tax consequences attributable to differences between the carrying values of assets and liabilities and their respective income tax bases. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on future income tax assets and liabilities of a change in rates is included in earnings in the period that includes the enactment date. Future income tax assets are recorded in the financial statements if realization is considered more likely than not.

Loss per common share

Loss per common share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period, excluding contingently issuable common shares. Diluted loss per common share is equivalent to basic loss per share as the outstanding options and warrants are anti-dilutive.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

3. CHANGE IN ACCOUNTING POLICY

Stock-based compensation and other stock-based payments

The Company has elected to prospectively adopt the recommendations of the Canadian Institute of Chartered Accountants (the “CICA”) Handbook Section 3870, Stock-Based Compensation and Other Stock-Based Payments, effective December 1, 2002. This standard requires that all stock-based awards be measured and recognized using a fair value based method.

The fair value of stock options is estimated at the date of grant using the Black-Scholes Option Pricing Model and is amortized over the vesting terms. Prior to the adoption of this standard no compensation expense was recognized for stock options issued.

4. BUSINESS COMBINATION

On March 8, 2002, the Company acquired 100% of the outstanding common shares of Cardiome, Inc., (formerly Paralex, Inc.) a development stage enterprise. The acquisition provides the Company with certain intellectual property rights, under a license from Johns Hopkins University, relating to the use of xanthine oxidase inhibitors for treatment of congestive heart failure (the “CHF technology”), other cardiovascular disorders and neuromuscular disease. The acquisition also provides the Company with the rights, under an exclusive worldwide sublicense from ILEX Oncology, Inc. (“ILEX”), which has merged into Genzyme Corp. effective December 21, 2004, to oxypurinol for the treatment of hyperuricemia (gout) in humans who are intolerant of allopurinol. ILEX also granted the Company an exclusive license to certain safety and efficacy clinical data, know-how and an option to acquire additional efficacy clinical data of oxypurinol for the treatment of gout. Oxypurinol is one of the known xanthine oxidase inhibitors. The Company expected that the combination of these licenses would potentially expedite the development of the CHF technology directly into Phase II clinical trial. The Company issued 8,203,396 common shares in exchange for all of the outstanding shares of Cardiome, Inc.

The acquisition has been accounted for using the purchase method of accounting and accordingly the results of operations have been included in the consolidated statement of loss and deficit from the date of acquisition.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

4. BUSINESS COMBINATION (cont’d.)

The purchase price has been allocated to the fair value of Cardiome, Inc.’s identifiable net assets and liabilities in accordance with the purchase method as follows:

	$

Assets acquired:
Cash	624
Other assets	560,368
License technology	48,897,408
Total assets acquired	49,458,400

Less liabilities assumed:
Accounts payable and accrued liabilities	355,502
Long-term debt	723,111
Future income tax liability	19,500,000
Total liabilities assumed	20,578,613
Net assets acquired	28,879,787

Consideration given:
8,203,396 common shares	27,480,261
Transaction costs	1,399,526
Total consideration	28,879,787

The purchase price allocation reflects the fair value, at the acquisition date, of the assets acquired and liabilities assumed based upon the Company’s evaluation of such assets and liabilities following the closing of the acquisition. The value of the common shares issued was determined to be $3.36 per share using the three-day average quoted market price of the Company’s common shares on the Toronto Stock Exchange (the “TSX”) for the period from December 20 to 22, 2001. December 21, 2001 was the date on which the terms of the acquisition were agreed to and announced. The amount allocated to the common shares of $27,480,261 is net of costs of registering the shares of $83,149.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

5. FINANCIAL INSTRUMENTS AND RISK

For certain of the Company’s financial instruments, including cash equivalents, short-term investments, amounts receivable, and accounts payable, the carrying amounts approximate fair value due to their short-term nature. Other long-term financial instruments bear interest at rates which, in management’s opinion, approximate the current interest rates and therefore, approximate their fair value.

Financial risk is the risk to the Company’s results of operations that arises from fluctuations in interest rates and foreign exchange rates and the degree of volatility of these rates. Interest rate risk arises as the Company’s investments bear fixed interest rates. Foreign exchange risk arises as the Company’s investments which finance operations are substantially denominated in Canadian dollars and a significant portion of the Company’s expenses are denominated in United States dollars and Euros.

As at December 31, 2004, included in amounts receivable is an amount of $13,847,269 (US$11,520,191) due from one research collaborator. [December 31, 2003 - $3,687,645 (US$2,844,308)].

6. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Cash equivalents include approximately $6,207,000 [December 31, 2003 - $6,472,000] of commercial paper, bankers’ acceptances and term deposits with an average interest rate of 2.17% at December 31, 2004 [December 31, 2003 - 2.55%] including $2,687,365 (US$2,235,745) [December 31, 2003 - nil] denominated in U.S. dollars.

Short-term investments mainly comprise commercial paper and term deposits with an average interest rate of 2.25% at December 31, 2004 [December 31, 2003 - 2.31%] and maturities to April 2005 [December 31, 2003 - December 2004] including $5,228,607 (US$4,349,923) [December 31, 2003 - $6,461,043 (US$4,983,450)] denominated in U.S. dollars.

At December 31, 2004, the fair value of the short-term investments was approximately $16,693,000 [December 31, 2003 - $30,624,000], based on quoted market prices.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

7. CAPITAL ASSETS

		Accumulated	Net book
	Cost	amortization	value
	$	$	$

December 31, 2004
Laboratory equipment	970,027	622,519	347,508
Computer equipment	744,843	413,344	331,499
Office equipment	372,721	135,467	237,254
Laboratory equipment under capital lease	77,418	70,966	6,452
Leasehold improvements	1,960,037	195,460	1,764,577
Web-site development costs	13,640	13,640	—
	4,138,686	1,451,396	2,687,290

December 31, 2003
Laboratory equipment	885,960	721,544	164,416
Computer equipment	576,215	446,436	129,779
Office equipment	266,843	120,017	146,826
Laboratory equipment under capital lease	77,418	45,161	32,257
Leasehold improvements	412,036	37,898	374,138
Web-site development costs	13,640	11,367	2,273
	2,232,112	1,382,423	849,689

Included in leasehold improvements at December 31, 2003, is an amount of $371,126 of leasehold improvements under construction for which no amortization has been charged.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

8. INTANGIBLE ASSETS

		Accumulated	Net book
	Cost	amortization	Value
	$	$	$

December 31, 2004
Technology licenses	38,300,346	13,263,862	25,036,484
Patents	1,514,650	700,062	814,588
Total	39,814,997	13,963,924	25,851,072

December 31, 2003
Technology licenses	53,365,070	12,282,502	41,082,568
Patents	1,049,010	598,241	450,769
Total	54,414,080	12,880,743	41,533,337

During the year ended December 31, 2004, the Company recorded additional amortization expense of $nil [thirteen months ended December 31, 2003 - $42,693; year ended November 30, 2002 - $227,584] with respect to patents no longer directly related to the Company’s current focus.

In addition, during the year ended December 31, 2004, the Company decided to discontinue its efforts to pursue the allo-intolerant gout indication for Oxypurinol and wrote down $7,054,176 of the intangible assets, net of future tax recovery, related to the Oxypurinol gout project. The net write-down includes the write-down of the net book value of intangible assets and related future income tax liability, which arose from the Company’s acquisition of Cardiome, Inc. by issuance of common shares of the Company in March 2002 [note 4], of $11,266,623 and $4,467,000, respectively, and a write-down of the carrying value of a license (cash payment in May 2002) by $254,553.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

9. DEFERRED LEASEHOLD INDUCEMENT

Pursuant to a lease agreement, the Company received a cash tenant improvement allowance amounting to $1,030,380 from the landlord for leasehold improvements during the year ended December 31, 2004. $792,600 of the tenant improvement allowance (“Basic Allowance”) is being amortized on a straight line over the initial term of the lease. The remaining $237,780 (the “Additional Allowance”) represents a repayable allowance, collateralized with a letter of credit [note 10], which is being repaid over 10 years with interest at 10% per annum at approximately $38,000 per annum. The Company is obligated to refund the unpaid portion of the Additional Allowance upon early termination of the lease.

10. CREDIT FACILITY

At December 31, 2004, the Company had available a corporate credit card facility, and an unused operating line of credit of $38,000 bearing interest at the bank’s prime rate and payable on demand. Cashable certificates totalling $387,780 [December 31, 2003 - $100,000] included in short-term investments are pledged as collateral for these facilities and the Additional Allowance [note 9].

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

11. SHARE CAPITAL

[a] Authorized

The authorized share capital of the Company 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 none are currently issued and outstanding.

[b] Issued

	Number of
Common shares	shares	Amount
	#	$

Balance, November 30, 2001	10,308,962	32,251,393
Issued upon conversion of special warrants	458,583	864,927
Issued for cash upon public offering [iv]	9,309,657	27,908,517
Issued for cash upon exercise of options	27,500	77,000
Issued for the acquisition of Cardiome, Inc. [note 4]	8,203,396	27,480,261
Balance, November 30, 2002	28,308,098	88,582,098
Share issuance cost related to a prior share offering	—	(34,100	)
Issued upon conversion of special warrants [iii]	3,810,000	7,133,752
Issued for cash upon public offering and exercise of over-
allotment option [ii]	4,381,500	21,389,367
Issued for cash upon exercise of options	196,026	600,569
Issued for cash upon exercise of warrants	594,484	1,974,171
Issued pursuant to exercise of warrants on cashless
basis [iv]	25,601	—
Balance, December 31, 2003	37,315,709	119,645,857
Issued for cash upon equity investment from Fujisawa [i]	646,712	4,080,753
Issued for cash upon exercise of options	534,925	1,809,645
Issued for cash upon exercise of warrants	1,991,010	5,683,717
Issued pursuant to exercise of warrants on cashless basis	104,478	—
Reallocation of contributed surplus arising from stock-
based compensation related to the exercise of options	—	207,516
Balance, December 31, 2004	40,592,834	131,427,488

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

11. SHARE CAPITAL (cont’d.)

[i]	On October 28, 2004, the Company issued 646,712 common shares to Fujisawa Healthcare, Inc. (“Fujisawa”), following the exercise of an option by the Company requiring Fujisawa to acquire US$4 million of its common shares at a 25% premium to the average closing price of its common shares on the TSX over a 30-calendar day period, for a total deemed price per share of Cdn$7.89.

	The total proceeds received has been allocated to share capital based on the quoted market price of the Company’s common shares on the TSX on the option exercise date and the balance has been recorded as deferred licensing revenue [note 13 [b]].

[ii]	On September 23, 2003, the Company closed a public offering of common shares pursuant to which the Company issued 3,810,000 common shares at a price of $5.25 per common share, resulting in gross proceeds of $20,002,500. In addition, the Company granted the underwriters an over-allotment option to purchase up to 571,500 common shares at $5.25 per share, exercisable not later than 30 days after the closing of the offering. On October 23, 2003, the full over-allotment option was exercised and the Company issued 571,500 common shares at a price of $5.25 per share for gross proceeds of $3,000,375. In connection with the public offering, including the exercise of over-allotment option, the Company paid a cash commission of $1,265,158 and incurred total legal and professional fees of $348,350.

[iii]	On April 10, 2003, the Company completed a private placement of 3,810,000 special warrants for total gross proceeds of $8,010,600, of which 3,762,000 were issued at a price of $2.10 per special warrant and 48,000 were issued at a price of $2.30 per special warrant. Each special warrant entitled the holder to acquire, upon exercise, one common share of the Company and one half of one share purchase warrant, for no additional consideration. Pursuant to a receipt for a final prospectus qualifying the common shares and share purchase warrants on June 5, 2003, the Company issued 3,810,000 common shares and 1,905,000 share purchase warrants upon the automatic exercise of the special warrants. Each whole share purchase warrant entitled the holder to acquire one common share at $2.75 expiring April 10, 2004. In connection with the private placement, the Company paid a cash commission of $480,636 and incurred total legal and professional fees of $396,212.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

11. SHARE CAPITAL (cont’d.)

[iv]

On March 8, 2002, the Company completed a public offering of 9,309,657 units (the “Units”) of the Company at a price of $3.32 per unit for total gross proceeds of $30,908,061 (the “Offering”). Each Unit was converted into one common share in the capital of the Company and one quarter of one common share purchase warrant (a “Warrant”) of the Company. One whole Warrant entitled the holder to purchase one common share of the Company at $6.64 expiring March 7, 2004. In connection with the public offering, the Company paid a cash commission of $2,163,564 and legal and professional fees of $835,980. In addition, the Company granted brokers’ warrants (“Brokers’ Warrants”) to purchase 930,966 Units at a price of $3.80 per Unit until March 8, 2004 to the lead agents of the public offering. During the period ended December 31, 2003, 105,596 Broker Warrants were exercised pursuant to a “cashless” exercise provision resulting in the issuance of 25,601 common shares.

[c] Common share purchase warrants

Details of the share purchase warrants for the year ended December 31, 2004 are summarized as follows:

	#
Number of Share Purchase Warrants Outstanding

Balance, December 31, 2003	5,109,527
Warrants exercised on a cash basis	(1,991,010	)
Warrants exercised on a cashless basis	(401,860	)
Warrants expired unexercised	(2,540,157	)
Balance, December 31, 2004	176,500

During the year ended December 31, 2004 the Company issued 104,478 common shares for 401,860 warrants exercised on a cashless basis. As at December 31, 2004, common shares issuable upon exercise of common share purchase warrants are as follows:

	Exercise	Number of
Date of expiry	price	warrants

February 9, 2007	US $2.40	101,508
February 9, 2007	US $4.80	37,496
February 9, 2007	US $8.00	37,496
Balance, December 31, 2004		176,500

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

11. SHARE CAPITAL (cont’d.)

[d] Stock options

In May 2001, the shareholders approved a stock option plan (“2001 Plan”) providing for the granting of options to executive officers and directors, employees, consultants and clinical advisory board members of the Company. The shares available for issuance under the 2001 Plan generally vest over periods up to 5 years with a term of six years. In May 2004, the shareholders approved an amendment to the 2001 Incentive Stock Option Plan to (i) increase the maximum aggregate number of Common Shares issuable under the 2001 Incentive Stock Option Plan from 5,500,000 Common Shares to 6,000,000 Common Shares and (ii) to change the period during which optionees may exercise options after ceasing to be an eligible person. At December 31, 2004, the Company has 1,006,916 [December 31, 2003 - 745,390] common shares available for future issuance under the 2001 Plan.

At December 31, 2004, stock options to executive officers and directors, employees, consultants and clinical advisory board members were outstanding as follows:

	Options outstanding			Options exercisable
	December 31, 2004			December 31, 2004
		Weighted
		average	Weighted	Number of	Weighted
Range of	Number of	remaining	average	common	average
exercise price	common	contractual life	exercise price	shares	exercise price
$	shares	(years)	$	issuable	$
	issuable

$2.80-$2.92	102,500	2.21	2.90	102,500	2.90
$3.00-$3.68	2,815,209	3.96	3.29	2,198,541	3.28
$4.20-$5.05	548,450	4.47	5.03	548,450	5.03
$5.08-$5.96	428,750	2.36	5.51	388,750	5.52
$6.29-$7.24	807,000	5.34	6.46	165,416	5.61
	4,701,909	4.07	4.23	3,403,657	3.92

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

11. SHARE CAPITAL (cont’d.)

Stock options activities are summarized as follows:

	Number of		Weighted average
	common shares		exercise
	under option		price
	#		$

Balance, November 30, 2001	1,079,688		4.37
Options granted	2,784,125		3.28
Options exercised	(27,500	)	2.80
Options forfeited	(84,375	)	4.23
Options expired	(142,500	)	4.68
Balance, November 30, 2002	3,609,438		3.53
Options granted	1,650,750		4.28
Options exercised	(196,026	)	3.06
Options forfeited	(355,578	)	4.10
Options expired	(150,000	)	5.96
Balance, December 31, 2003	4,558,584		3.70
Options granted	893,250		6.35
Options exercised	(534,925	)	3.38
Options forfeited	(215,000	)	3.95
Balance, December 31, 2004	4,701,909		4.23

[e] Stock-based compensation

The estimated fair value of options granted from December 1, 2002 to officers, directors, employees, clinical advisory board members and consultants is amortized to expense over the vesting period. Compensation expense for the year ended December 31, 2004 amounted to $3,067,802 [December 31, 2003 - $2,059,053]. For the year ended December 31, 2004, this compensation expense is allocated between research and development expenses ($1,231,626) and general and administration expenses ($1,836,176) on the same basis as cash compensation. For the year ended December 31, 2003 this compensation expense is allocated between research and development expenses ($646,405) and general and administration expenses ($1,412,648) on the same basis as cash compensation. The weighted average fair value of stock options granted during the years ended December 31, 2004 and December 31, 2003 was $4.30 and $2.65 per share respectively. The estimated fair value of the stock options granted in 2004 and 2003 was determined using the Black-Scholes option pricing model with the following weighted-average assumptions: dividend yield - 0%; expected volatility - 75.2% and 85.0%, respectively; risk-free interest rate - 3.69% and 3.95%, respectively; and expected average life of the options - 6 years.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

11. SHARE CAPITAL (cont’d.)

[f] Loss per common share

	Year ended		Thirteen months		Year ended
	December 31,		ended December 31,		November 30,
	2004		2003		2002
	$		$		$

Numerator
Loss for the period	(27,767,043	)	(19,865,813	)	(14,029,706	)

Denominator
Weighted average number of common shares
outstanding	39,231,791		31,470,279		23,560,044

Basic and diluted loss per common share	(0.71	)	(0.63	)	(0.60	)

12. COMMITMENTS

[a] Operating leases

The Company has entered into a lease agreement for the current office and laboratory space for a term of 10 years expiring through March 2014, with an option to extend for three additional two-year periods. Future minimum annual lease payments under the lease are as follows:

	$

2005	255,944
2006	262,549
2007	296,234
2008	331,241
2009	351,717
Thereafter	1,500,985
	2,998,670

Rent expense for the year ended December 31, 2004 amounted to $322,518 [thirteen months ended December 31, 2003 - $374,510; year ended November 30, 2002 - $263,891].

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

12. COMMITMENTS (cont’d.)

[b] Capital leases

The Company leases laboratory equipment under capital lease obligations. Future minimum lease payments under the capital leases are as follows:

	$

2005	7,138
Less: amount representing interest	(77	)
	7,061
Less: current portion of capital lease obligations	(7,061	)
Long term portion of capital lease obligations	—

Interest expense during the year ended December 31, 2004 amounted to $1,418 [thirteen months ended December 31, 2003 - $3,439; year ended November 30, 2002 - $3,039].

[c] Clinical research agreements

The Company has entered into various collaborative clinical research and development agreements requiring it to fund fixed research and development expenditures of approximately $6.5 million for fiscal 2005.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

12. COMMITMENTS (cont’d.)

[d] License agreements

[i]	Pursuant to a license agreement, the Company is responsible for payment of royalties based on a percentage of revenue, subject to certain minimum annual royalties, of the licensed technology. The Company is no longer developing this licensed technology. As at December 31, 2004, no royalties were payable. The license agreement may be terminated by the licensor if certain development milestones are not met. Unless otherwise terminated, the agreement expires on the expiry date of the last issued patent relating to certain technology.

[ii]	Pursuant to a service agreement, the Company is responsible for payment of $500,000 upon commencement of Phase III clinical trials and a further $2,000,000 upon filing a New Drug Application in the United States or Canada for the licensed technology. The Company also has an obligation to pay royalties based on future net sales. The Company is no longer developing this licensed technology. As at December 31, 2004, no amounts were payable. The agreement expires on the expiry date of the last patent relating to certain technology.

[iii]	Pursuant to a license agreement, the Company is responsible for the payment of royalties based on a percentage of revenue and subject to certain minimum annual royalties commencing at US$5,000 and increasing over the next three years to US$100,000 per annum.

	The Company also has an obligation to develop and introduce certain licensed products into commercial markets as soon as it is practicable. The agreement sets out certain milestones relating to certain technology that need to be met in ensuring that this occurs. The license agreement may be terminated if either party fails to perform or breaches any of its obligations under the agreement. Furthermore, the Company may terminate the agreement for any reason upon giving 60 days’ written notice. Unless otherwise terminated, the agreement expires upon the expiration of the last issued patent relating to certain technology.

[iv]	Pursuant to a license and option agreement, the Company is responsible for milestone payments of up to US$3 million based on the successful completion of first phase II clinical trials and the U.S. Food and Drug Administration (“the FDA”) approval of the first new drug application and FDA approval for marketing and commercialization of the product in a cardiovascular indication. The Company is also responsible for milestone payments of up to US$6 million based on FDA approval for marketing and commercialization of the product in a hyperuricemic (gout) indication of the product and achievement of certain net sales of the product. The Company also has an obligation to pay royalties based on future net sales. During the year ended December 31, 2004, the Company decided to discontinue its efforts to pursue the allo-intolerant gout indication for Oxypurinol. At December 31, 2004, no amounts were payable. Unless otherwise terminated, the license agreement will terminate upon the expiration of the licensor’s obligation to pay royalties under its original license agreement with a third party.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

13. COLLABORATIVE AGREEMENTS

[a]	On September 18, 2002, the Company entered into a development and transfer agreement with UCB Farchim S.A. (“UCB”) under which UCB purchased from the Company the exclusive rights to an anti-tussive program. Concurrently, the Company acquired a perpetual, worldwide exclusive license, with the right to grant sublicenses, to all cardiovascular applications associated with the technology. Consideration for the disposition includes royalties on future net sales of products arising from this technology, upfront payments, and milestone payments of up to US$8 million on the first product developed by UCB and an additional US$3 million for each subsequent product developed. Also, UCB agreed to pay the Company for research services to be provided over an initial period of 12 months, extendable to up to 36 months at a rate of US$600,000 per annum. The Company agreed to pay a royalty to UCB for any cardiovascular products developed and sold which utilize technology patented subsequent to September 18, 2002.

	The Company received an initial payment of US$1,000,000 in fiscal year ended November 30, 2002. This initial payment was amortized as licensing revenue on a straight-line basis over the maximum 36-month term of the service agreement. During the year ended December 31, 2004, the Company received research service fees of US$128,571 (thirteen months ended December 31, 2003 - US$650,000; year ended November 30, 2002 - US$150,000), which were included in research collaborative fees. The remaining unamortized deferred revenue balance of $881,777 related to the initial payment was recorded as revenue in March 2004 when UCB elected not to extend the research service agreement with the Company.

[b]	On October 16, 2003, the Company entered into a collaboration and license agreement with Fujisawa Healthcare, Inc. (“Fujisawa”) for the co-development and commercialization of RSD1235 as an intravenous formulation for the treatment of atrial fibrillation and atrial flutter. Pursuant to this agreement, effective October 28, 2003, the Company has granted Fujisawa an exclusive license to RSD1235 and its related technology to develop, make and sell intravenous drugs in North America, including a right to sublicense to third parties. The Company retains the rights to the intravenous formulation of RSD1235 for markets outside North America and worldwide rights to the oral formulation of RSD1235 for chronic atrial fibrillation. Under the terms of the agreement, the Company received an up-front payment of $13.09 million (US$10 million) and will be entitled to milestone payments of up to $71 million (US$54 million) based on achievement of specified development and commercialization milestones, as well as royalties based on future net sales and sublicense revenue. Fujisawa has also agreed to make further milestone payments with respect to any subsequent drugs developed under the agreement.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

13. COLLABORATIVE AGREEMENTS (cont’d.)

Under the terms of the agreement, Fujisawa is responsible for 75% and the Company is responsible for 25% of eligible costs associated with the development of intravenous formulation of RSD1235. Fujisawa is also responsible for 100% of the marketing costs for the intravenous application of RSD1235 in North America.

In addition, the Company had the right to require Fujisawa to acquire $5.2 million (US$4 million) of its common shares at a 25% premium to the average closing price of its common shares on the TSX over a 30 calendar day period at any time within the twelve-month period after the Effective Date. The Company exercised its right on September 28, 2004 and completed this transaction with the issuance of 646,712 of its common shares to Fujisawa at a price of $7.89 per share [see note 11[b][i]].

This agreement can be terminated entirely, or on a country by country basis, by either party if certain development or commercialization milestones are not met. Unless the agreement is otherwise terminated, the royalty payment period for each country will expire on the later of the expiration of the last valid claim of the patent rights or the date upon which sales by other parties exceed a certain percentage of the market in the country for a certain period of time.

The initial upfront payment is recorded as licensing revenue on a straight-line basis over the estimated development period of 36 months. During the year ended December 31, 2004, the Company charged Fujisawa $1,923,296 (US$1,482,505) [thirteen months ended December 31, 2003 - $647,400 (US$482,774)] for project management and $11,728,751 (US$8,993,729) [thirteen months ended December 31, 2003 - $3,126,542 (US$2,361,534)] for research and development cost recoveries, which were included in research collaborative fees. In addition, during the year ended December 31, 2004, a development milestone was achieved and accordingly, $7,228,200 (US$6,000,000) was included in licensing fees [note 5].

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

14. INCOME TAXES

At December 31, 2004, the Company has investment tax credits of $6,098,000 [December 31, 2003 - $4,746,000] available to reduce future income taxes otherwise payable. The Company also has loss carryforwards of $23,538,000 [December 31, 2003 - $21,457,000] available to offset future tax income in Canada ($1,716,000) and the United States ($21,822,000). The investment tax credits and non-capital losses for income tax purposes expire as follows:

	Investment	Non-capital
	tax credits	losses
	$	$

2005	62,000	24,000
2006	111,000	—
2007	261,000	—
2008	520,000	—
2009	402,000	—
2010	559,000	1,692,000
2011	786,000	—
2012	845,000	—
2013	1,087,000	—
2014	1,465,000	—
2021	—	322,000
2022	—	2,733,000
2023	—	6,532,000
2024	—	12,235,000
	6,098,000	23,538,000

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

14. INCOME TAXES (cont’d.)

Significant components of the Company’s future tax assets and liabilities are shown below:

	December 31,		December 31,
	2004		2003
	$		$

Future tax assets:
Tax loss carryforwards	9,323,000		8,093,000
Research and development deductions and credits	12,555,000		9,482,000
Tax values of depreciable assets in excess of accounting values	781,000		793,000
Revenue unearned for accounting purposes	3,504,000		4,701,000
Share issue costs	1,003,000		747,000
Other items	3,000		3,000
Total future tax assets	27,169,000		23,819,000
Valuation allowance	(22,290,000	)	(23,708,000	)
Total future tax assets	4,879,000		111,000

Future tax liabilities:
Accounting value of technology in excess of tax value	(9,797,000	)	(15,971,000	)
Revenue unearned for tax purposes	(2,164,000	)	—
Total future tax liabilities	(11,961,000	)	(15,971,000	)
Net future tax liabilities	(7,082,000	)	(15,860,000	)
Less current portion	(2,164,000	)	—
Net long-term portion	(4,918,000	)	(15,860,000	)

The potential income tax benefits relating to certain future tax assets have not been recognized in the accounts as their realization did not meet the requirements of “more likely than not” under the liability method of tax allocation.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

14. INCOME TAXES (cont’d.)

The reconciliation of income tax computed at the statutory tax rates to income tax expense (recovery), using a 35.62% [2003 - 37.75%; 2002 - 40.04%] statutory tax rate, is:

			Thirteen
	Year ended		months ended		Year ended
	December 31,		December 31,		November 30,
	2004		2003		2002
	$		$		$

Tax recovery at statutory income tax rates	(13,017,000	)	(8,296,000	)	(6,230,000	)
(Utilization of losses) / occurrence of losses	(1,974,000	)	(208,000	)	3,490,000
Temporary differences	449,000		5,423,000		1,194,000
Expenses not deductible for tax purposes	1,813,000		971,000		16,000
Income recognized for tax purposes but not for
accounting purposes	5,125,000		—		—
Foreign tax rate differences	(1,174,000	)	—		—

Future income tax recovery	(8,778,000	)	(2,110,000	)	(1,530,000	)

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

15. RELATED PARTY TRANSACTIONS

The Company has incurred expenses for services provided by related parties as follows:

		Thirteen
	Year ended	months ended	Year ended
	December 31,	December 31,	November 30,
	2004	2003	2002
	$	$	$

Directors for:
- research consulting services	78,000	—	20,833
- administrative consulting services	—	—	2,500
Law firm in which an officer is a partner for:
- legal services	194,000	—	100,159

The amounts charged are recorded at their exchange amounts and are subject to normal trade terms. Included in accounts payable and accrued liabilities at December 31, 2004 is $54,688 [December 31, 2003 - $nil; November 30, 2002 - $27,355] owing to a legal firm where the Company’s current corporate secretary is a partner.

16. CONTINGENCIES

[a]	The Company may, from time to time, be subject to claims and legal proceedings brought against it in the normal course of business. Such matters are subject to many uncertainties. Management believes that adequate provisions have been made in the accounts where required and the ultimate resolution of such contingencies will not have a material adverse effect on the consolidated financial position of the Company.

[b]	The Company entered into indemnification agreements with all officers and directors. The maximum potential amount of future payments required under these indemnification agreements is unlimited. However, the Company maintains appropriate liability insurance that limits the exposure and enables the Company to recover any future amounts paid, less any deductible amounts pursuant to the terms of the respective policies, the amounts of which are not considered material.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

16. CONTINGENCIES (cont’d.)

[c]

The Company entered into license and research agreements with third parties that include indemnification provisions that are customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of third party claims or damages arising from these transactions. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions is unlimited. These indemnification provisions may survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification obligations.

17. RECONCILIATION OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The Company prepares the consolidated financial statements in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) which as applied in these consolidated financial statements conform in all material respects to United States generally accepted accounting principles (“U.S. GAAP”), except as follows:

[a]

In 2001, the Company adopted the liability method of accounting for income taxes. As a result of differences in the transition rules between the recommendations of CICA with respect to accounting for income taxes and of Statement of Financial Accounting Standard (“SFAS”) 109, accounting for Income Taxes, there is a $102,720 difference in technology and deficit under U.S. GAAP for the period ended December 31, 2004 [December 31, 2003 - $111,280; November 30, 2002 - $222,560].

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

17. RECONCILIATION OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d.)

[b]	For U.S. GAAP purposes, the Company has elected to prospectively adopt SFAS 148, “Accounting for Stock Based Compensation - Transition and Disclosure”, an amendment to SFAS 123 “Accounting for Stock Based Compensation” for employee awards granted under its stock option plan, modified or settled subsequent to December 1, 2002. The standard permits the prospective recognition of stock based compensation expense for all employee stock-based compensation transactions occurring subsequent to December 1, 2002 using a fair value based method. Prior to the adoption of this standard, the Company elected to follow Accounting Principles Board Opinion No. 25 “Accounting for Stock Issued to Employees” (APB 25) and related interpretations, in accounting for stock options granted to executive officers, directors and employees. Compensation expense is calculated based on the difference, on the date of grant, between the fair market value of the Company’s stock and the exercise price and is recorded over the vesting period of the options. For purposes of reconciliation to U.S. GAAP, the Company recorded compensation expense in respect of options granted to executive officers, directors and employees below fair market value of $10,000 for the year ended November 30, 2002.

[c]	Under U.S. GAAP, stock based compensation to non-employees must be recorded at the fair value of the options granted on the earlier of the date at which a performance commitment is reached or the vesting date of the options. This compensation is expensed over the vesting periods of each option grant. The fair value of the stock options was estimated using the Black-Scholes option pricing model and the following weighted-average assumptions for the years ended November 30, 2002: dividend yield 0.0%; expected volatility 93%; risk-free interest rate 3.0%; and expected average option life of 3.8 years. For purposes of reconciliation to U.S. GAAP, the Company recorded additional compensation expense of $76,799 for the year ended November 30, 2002 in respect of options earned by non- employees.

[d]	Under U.S. GAAP, short-term investments are classified as available-for-sale and carried at market values with unrealized gains or losses reflected as a component of accumulated other comprehensive income.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

17. RECONCILIATION OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d.)

The effect of the above on the Company’s consolidated financial statements is set out below:

Consolidated statements of loss and deficit

	Year ended		Thirteen months		Year ended
	December 31,		ended December 31,		November 30,
	2004		2003		2002
	$		$		$

Loss for the period, Canadian GAAP	(27,767,043	)	(19,865,813	)	(14,029,706	)
Amortization of other assets [note 17[a]]	(102,720	)	(111,280	)	(102,720	)
Adjustment for stock-based compensation
- employees [note 17[b]]	—		—		(10,000	)
- non-employees [note 17[c]]	—		—		(76,799	)
Loss for the period, U.S. GAAP	(27,869,763	)	(19,977,093	)	(14,219,225	)
Reclassification adjustment for unrealized gains on
short-term investments	(19,973	)	(72,509	)	(29,591	)
Unrealized gains on investments [note 17[d]]	—		19,973		72,509
Comprehensive loss for the period, U.S. GAAP	(27,889,736	)	(20,029,629	)	(14,176,307	)

Loss for the period, U.S. GAAP	(27,869,763	)	(19,977,093	)	(14,219,225	)

Weighted average number of common shares
outstanding, U.S. GAAP	39,231,791		31,470,279		23,560,044

Basic and diluted loss per common share,
U.S. GAAP	(0.71	)	(0.63	)	(0.60	)

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

17. RECONCILIATION OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d.)

Balance sheets

Material variations in selected balance sheet accounts under U.S. GAAP are as follows:

	December 31,		December 31,
	2004		2003
	$		$

Short-term investments [note 17[d]]	16,693,319		30,624,004
Intangible and other assets [note 17[a]]	25,859,632		41,644,617
Accumulated other comprehensive income
(losses) [note 17[d]]	—		19,973
Contributed surplus [notes 17[b], [c] and [d]]	7,116,654		4,256,368
Deficit	(92,971,161	)	(65,101,398	)

[e] Accounts payable and accrued liabilities comprise:
	December 31,		December 31,
	2004		2003
	$		$

Trade accounts payable	2,966,237		3,084,425
Accrued contract research	2,005,022		392,496
Employee-related accruals	605,000		646,000
Other accrued liabilities	257,715		220,197
	5,833,974		4,343,118

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

17. RECONCILIATION OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d.)

[f] Pro forma information - Stock-based compensation

The following pro forma financial information presents the loss for the period and basic and diluted loss per common share had the Company recognized stock based compensation for stock options granted to employees and directors using a fair value based method for all stock based transactions prior to December 1, 2002. For stock options granted in 2001, the fair value for these options was estimated at the date of grant using a Black-Scholes pricing model with the following weighted-average assumptions: dividend yield - 0%; expected volatility - 88.1%; risk-free interest rate - 3.0%; and expected average life of the options - 6 years. For stock options granted in 2004 and 2003, see note 11[e].

Applying the above, supplemental disclosure of pro forma loss and loss per share is as follows:

	Year ended		Thirteen months		Year ended
	December 31,		ended December 31,		November 30,
	2004		2003		2002
	$		$		$

Loss for the period -- U.S. GAAP	(27,869,763	)	(19,977,093	)	(14,219,225	)
Deduct: Stock based employee compensation
expense included in reported loss above	3,067,802		2,059,053		—
Add: Total stock based employee compensation
expense using fair value based method for all awards	(3,373,002	)	(3,128,778	)	(4,102,190	)
Pro forma loss for the period	(28,174,963	)	(21,046,818	)	(18,321,415	)
Basic and diluted loss per common share
As reported	(0.71	)	(0.63	)	(0.60	)
Pro forma	(0.72	)	(0.67	)	(0.78	)

[g] Recent pronouncements

In December 2004, the Financial Accounting Standards Board issued SFAS 123(R) “Share-Based Payment”, a revision to SFAS 123 “Accounting for Stock Based Compensation”. SFAS 123(R) requires all share-based payments to be recognized in the financial statements based on their fair values using either a modified-prospective or modified-retrospective transition method. The standard no longer permits pro forma disclosure or the prospective recognition adopted by the Company in fiscal 2003. Accordingly, from the date of adoption of the revised standard, the Company will be required to recognize compensation expense for all share-based payments based on grant-date fair value, including those granted, modified or settled prior to December 1, 2002.

Cardiome Pharma Corp.
	NOTES TO CONSOLIDATED
	FINANCIAL STATEMENTS
December 31, 2004		(expressed in Canadian dollars)

18. SEGMENTED INFORMATION

The Company operates primarily in one business segment with all of its assets and operations located in Canada, except for intellectual property with a net book value of approximately $25,000,000 [2003 - $41,000,000] located in the U.S. During the year ended December 31, 2004, 4% and 96% of total revenue are derived from two collaborators in Switzerland and the United States respectively [thirteen months ended December 31, 2003 - 25% and 75% from one collaborator in Switzerland and two collaborators in the United States, respectively; year ended November 30, 2002 - 76%, 21% and 3% from three collaborators in Sweden, Switzerland and United States, respectively].

EX-99.11 13 exhibit99-11.htm CERTIFICATION OF FILINGS ??? CFO Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.11

Form 52-109FT2 – Certification of Annual Filings during Transition Period

I, Douglas G. Janzen, Chief Financial Officer of Cardiome Pharma Corp., certify that:

1.	I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Cardiome Pharma Corp. (the issuer) for the period ending December 31, 2004;

2.	Based on my knowledge, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings; and

3.	Based on my knowledge, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the annual filings.

Date: February 28, 2005


“Doug Janzen”
Douglas G. Janzen Chief Financial Officer

EX-99.12 14 exhibit99-12.htm CERTIFICATION OF FILINGS ??? CEO Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.12

Form 52-109FT2 – Certification of Annual Filings during Transition Period

I, Robert W. Rieder, President and Chief Executive Officer of Cardiome Pharma Corp., certify that:

1.	I have reviewed the annual filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Cardiome Pharma Corp. (the issuer) for the period ending December 31, 2004;

2.	Based on my knowledge, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual filings; and

3.	Based on my knowledge, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the annual filings.

Date: February 28, 2005


“Bob Rieder”
Robert W. Rieder
President and Chief Executive Officer

EX-99.13 15 exhibit99-13.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.13

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	March 18, 2005

Item 3.	PRESS RELEASE

	March 18, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that it entered into an agreement with a syndicate of underwriters in connection with its previously announced public offering of 8,500,000 common shares. The common shares will be sold at US$6.00 per share and all common shares will be offered by the company. The total gross proceeds to the company will be US$51 million. In addition, the company has granted the underwriters an option to purchase up to an additional 1,275,000 common shares at the offering price during the period ending 30 days from the closing of the offering to cover over-allotments, if any. If the over-allotment is exercised in full, total gross proceeds of the offering will be approximately US$58.6 million. The offering is expected to close on or about March 23, 2005 and is subject to customary conditions.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that it entered into an agreement with a syndicate of underwriters in connection with its previously announced public offering of 8,500,000 common shares. The common shares will be sold at US$6.00 per share and all common shares will be offered by the company. The total gross proceeds to the company will be US$51 million. In addition, the company has granted the underwriters an option to purchase up to an additional 1,275,000 common shares at the offering price during the period ending 30 days from the closing of the offering to cover over-allotments, if any. If the over-allotment is exercised in full, total gross proceeds of the offering will be approximately US$58.6 million. The offering is expected to close on or about March 23, 2005 and is subject to customary conditions.

	UBS Investment Bank and CIBC World Markets are acting as joint book running managers in this offering. The syndicate of underwriters also includes GMP Securities Ltd., Leerink Swann & Company, First Associates Investments Inc. and Orion Securities Inc. Copies of the supplemented final prospectus may be obtained from UBS Investment Bank, Prospectus Department, 299 Park Avenue, New York, NY 10171 or 161 Bay Street, Suite 4100, Toronto, Ontario, M5J 2S1 and from CIBC World Markets by email at useprospectus@us.cibc.com, by fax at 212-667-6303 or 161 Bay Street, 6th Floor, Toronto, Ontario, M5J 2S8.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.	SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 18^th day of March, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.14 16 exhibit99-14.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.14

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	March 23, 2005

Item 3.	PRESS RELEASE

	March 23, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp that it it has completed its previously announced public offering of 8,500,000 common shares. The common shares were sold at US$6.00 per share and all common shares were offered by the company. The offering resulted in total gross proceeds to the company of US$51 million. The underwriters still have an option to purchase up to an additional 1,275,000 common shares from the company at the offering price during the period ending 30 days from March 18, 2005 to cover over-allotments, if any. If the over-allotment is exercised in full, total gross proceeds of the offering will be approximately US$58.6 million.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that it it has completed its previously announced public offering of 8,500,000 common shares. The common shares were sold at US$6.00 per share and all common shares were offered by the company. The offering resulted in total gross proceeds to the company of US$51 million. The underwriters still have an option to purchase up to an additional 1,275,000 common shares from the company at the offering price during the period ending 30 days from March 18, 2005 to cover over-allotments, if any. If the over-allotment is exercised in full, total gross proceeds of the offering will be approximately US$58.6 million.

	UBS Investment Bank and CIBC World Markets acted as joint book running managers in this offering. The syndicate of underwriters also included GMP Securities Ltd., Leerink Swann & Company, First Associates Investments Inc. and Orion Securities Inc.

	This press release will not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.	SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 23^rd day of March, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.15 17 exhibit99-15.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.15

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	March 30, 2005

Item 3.	PRESS RELEASE

	March 30, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that the underwriters of its recently completed public offering have exercised their over-allotment option in full, purchasing an additional 1,275,000 common shares for gross proceeds of approximately US$7.6 million. All of the over-allotment shares were sold by the company. The combined gross proceeds to the company of the public offering and the exercise of the over-allotment option totalled approximately US$58.6 million.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that the underwriters of its recently completed public offering have exercised their over-allotment option in full, purchasing an additional 1,275,000 common shares for gross proceeds of approximately US$7.6 million. All of the over-allotment shares were sold by the company. The combined gross proceeds to the company of the public offering and the exercise of the over-allotment option totalled approximately US$58.6 million.

	UBS Investment Bank and CIBC World Markets acted as joint book running managers in this offering. The syndicate of underwriters also included GMP Securities Ltd., Leerink Swann & Company, First Associates Investments Inc. and Orion Securities Inc.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.	SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 30^th day of March, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.16 18 exhibit99-16.htm PRESS RELEASE ??? APRIL 7, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.16

	6190 Agronomy Rd. 6^th Floor Vancouver, BC V6T 1Z3 CANADA		Tel: 604-677-6905 Fax: 604-677-6915 Website: www.cardiome.com

FOR IMMEDIATE RELEASE NASDAQ: CRME TSX: COM

CARDIOME REPORTS FINAL OXYPURINOL CLINICAL RESULTS

Vancouver, Canada, April 7, 2005 Cardiome Pharma Corp (Nasdaq: CRME) (TSX: COM) today announced the release of final results for the physician-sponsored “EXOTIC-EF” clinical study for oxypurinol in congestive heart failure (CHF) patients. The 20-patient study showed a statistically-significant improvement in left ventricle ejection fraction (LVEF), an important measure of cardiac function.

The EXOTIC-EF (Evaluation of Xanthine Oxidase Inhibition To Improve Left VEntricular Function) study involved intravenous dosing of 400 mg of oxypurinol on a one-time basis with measurement of left-ventricle ejection fraction (LVEF) the endpoint. The study was open-label with no placebo group. Oxypurinol administration showed an average absolute 3.5% increase (p=0.0008) in LVEF relative to pre-dosing in the 18 patients who met the prospectively-defined entry criteria. This represents a 19.2% average relative increase in ejection fraction. Prof. Dr. Thomas Münzel and Dr. Stephan Baldus conducted the study at the Eppendorf Clinic at the University of Hamburg. Interim results for this study were presented at a satellite symposium to the Heart Failure Society of America’s annual meeting in September 2004. Cardiome is currently conducting a phase 2 study (called OPT-CHF) testing the benefit of six months of daily dosing of oxypurinol (600 mg/day) on clinical outcomes of 400 heart failure patients. The last patient was enrolled in OPT-CHF in December of 2004. Results of the OPT-CHF study are expected to be released in the third quarter of 2005.

About Cardiome Pharma Corp.

Cardiome is traded on the Toronto Stock Exchange (COM) and the Nasdaq National Market (CRME). Further information about Cardiome can be found at www.cardiome.com.

For Further Information:
Don Graham
Director of Corporate Communication
(604) 676-6963 or Toll Free: 1-800-330-9928
Email: dgraham@cardiome.com

EX-99.17 19 exhibit99-17.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.17

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	April 7, 2005

Item 3.	PRESS RELEASE

	April 7, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp announced the release of final results for the physician-sponsored “EXOTIC- EF” clinical study for oxypurinol in congestive heart failure (CHF) patients. The 20-patient study showed a statistically-significant improvement in left ventricle ejection fraction (LVEF), an important measure of cardiac function.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	Cardiome Pharma Corp announced the release of final results for the physician-sponsored “EXOTIC- EF” clinical study for oxypurinol in congestive heart failure (CHF) patients. The 20-patient study showed a statistically-significant improvement in left ventricle ejection fraction (LVEF), an important measure of cardiac function.

	The EXOTIC-EF (Evaluation of Xanthine Oxidase Inhibition To Improve Left VEntricular Function) study involved intravenous dosing of 400 mg of oxypurinol on a one-time basis with measurement of left-ventricle ejection fraction (LVEF) the endpoint. The study was open-label with no placebo group. Oxypurinol administration showed an average absolute 3.5% increase (p=0.0008) in LVEF relative to pre-dosing in the 18 patients who met the prospectively-defined entry criteria. This represents a 19.2% average relative increase in ejection fraction. Prof. Dr. Thomas Münzel and Dr. Stephan Baldus conducted the study at the Eppendorf Clinic at the University of Hamburg.

	Interim results for this study were presented at a satellite symposium to the Heart Failure Society of America’s annual meeting in September 2004. Cardiome is currently conducting a phase 2 study (called OPT-CHF) testing the benefit of six months of daily dosing of oxypurinol (600 mg/day) on clinical outcomes of 400 heart failure patients. The last patient was enrolled in OPT-CHF in December of 2004. Results of the OPT-CHF study are expected to be released in the third quarter of 2005.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.	SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 7^th day of April, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.18 20 exhibit99-18.htm PRESS RELEASE ??? APRIL 25, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.18

	6190 Agronomy Rd. 6^th Floor Vancouver, BC V6T 1Z3 CANADA		Tel: 604-677-6905 Fax: 604-677-6915 Website: www.cardiome.com

FOR IMMEDIATE RELEASE NASDAQ: CRME TSX: COM

CARDIOME SUCCESSFULLY COMPLETES SECOND PHASE 1 TRIAL

Vancouver, Canada, April 25, 2005 Cardiome Pharma Corp (NASDAQ: CRME) (TSX: COM) today announced that it has successfully completed the Phase 1b study for its controlled-release oral formulation of RSD1235. The completed study evaluated the safety and efficacy of oral RSD1235 as a function of fed and fasted states in normal and poor metabolizers. The study confirmed that RSD1235 is well absorbed and tolerated in all subjects. Absorption was not influenced by a fed or fasted state. On the basis of these results, Cardiome has now begun enrolling patients into a Phase 1c study evaluating safety and tolerability after multi-day dosing.

The series of Phase 1 studies has been undertaken in order to determine the dosing regimen to be used in a Phase 2 efficacy study planned to begin in the second half of 2005. Oral RSD1235 will be studied in patients to confirm the ability of the novel agent to prevent or delay the reoccurrence of AF. Oral RSD1235 is designed to be used as a follow-on therapy to intravenous RSD1235, currently in its second and third Phase 3 trials for the conversion of AF.

About Cardiome Pharma Corp.

Cardiome is traded on the Toronto Stock Exchange (COM) and the Nasdaq National Market (CRME). Further information about Cardiome can be found at www.cardiome.com.

For Further Information:
Don Graham
Director of Corporate Communication
(604) 676-6963 or Toll Free: 1-800-330-9928
Email: dgraham@cardiome.com

EX-99.19 21 exhibit99-19.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.19

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	April 25, 2005

Item 3.	PRESS RELEASE

	April 25, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that it has successfully completed the Phase 1b study for its controlled-release oral formulation of RSD1235. The completed study evaluated the safety and efficacy of oral RSD1235 as a function of fed and fasted states in normal and poor metabolizers.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that it has successfully completed the Phase 1b study for its controlled-release oral formulation of RSD1235. The completed study evaluated the safety and efficacy of oral RSD1235 as a function of fed and fasted states in normal and poor metabolizers. The study confirmed that RSD1235 is well absorbed and tolerated in all subjects. Absorption was not influenced by a fed or fasted state. On the basis of these results, Cardiome has now begun enrolling patients into a Phase 1c study evaluating safety and tolerability after multi-day dosing.

	The series of Phase 1 studies has been undertaken in order to determine the dosing regimen to be used in a Phase 2 efficacy study planned to begin in the second half of 2005. Oral RSD1235 will be studied in patients to confirm the ability of the novel agent to prevent or delay the reoccurrence of AF. Oral RSD1235 is designed to be used as a follow-on therapy to intravenous RSD1235, currently in its second and third Phase 3 trials for the conversion of AF.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.

SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 25^th day of April, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.20 22 exhibit99-20.htm PRESS RELEASE ??? MAY 16, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.20

	6190 Agronomy Rd. 6^th Floor Vancouver, BC V6T 1Z3 CANADA		Tel: 604-677-6905 Fax: 604-677-6915 Website: www.cardiome.com

FOR IMMEDIATE RELEASE NASDAQ: CRME TSX: COM

CARDIOME SELECTED FOR NASDAQ BIOTECHNOLOGY
INDEX

Vancouver, Canada, May 16, 2005 Cardiome Pharma Corp (Nasdaq: CRME) (TSX: COM) today announced that it has been selected to become a member of the NASDAQ Biotechnology Index® (Nasdaq: NBI - News). Cardiome’s inclusion in the index will become effective with the market open on Monday, May 23, 2005.

The NASDAQ Biotechnology Index is the basis for the iShares Nasdaq Biotechnology Index(SM) Fund (Amex: IBB - News), which seeks investment results that generally correspond to the price and yield performance of the NASDAQ Biotechnology Index before fees and expenses. In addition, options based on the NASDAQ Biotechnology Index and the iShares Nasdaq Biotechnology Index Fund trade on various exchanges.

About Cardiome Pharma Corp.

Cardiome is traded on the Toronto Stock Exchange (COM) and the Nasdaq National Market (CRME). Further information about Cardiome can be found at www.cardiome.com.

For Further Information:
Don Graham
Director of Corporate Communication
(604) 676-6963 or Toll Free: 1-800-330-9928
Email: dgraham@cardiome.com

EX-99.21 23 exhibit99-21.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.21

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	May 16, 2005

Item 3.	PRESS RELEASE

	May 16, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that it has been selected to become a member of the NASDAQ Biotechnology Index® (Nasdaq: NBI - News). Cardiome’s inclusion in the index will become effective with the market open on Monday, May 23, 2005.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	Cardiome Pharma Corp announced that it has been selected to become a member of the NASDAQ Biotechnology Index® (Nasdaq: NBI - News). Cardiome’s inclusion in the index will become effective with the market open on Monday, May 23, 2005.

	The NASDAQ Biotechnology Index is the basis for the iShares Nasdaq Biotechnology Index(SM) Fund (Amex: IBB - News), which seeks investment results that generally correspond to the price and yield performance of the NASDAQ Biotechnology Index before fees and expenses. In addition, options based on the NASDAQ Biotechnology Index and the iShares Nasdaq Biotechnology Index Fund trade on various exchanges

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS Not Applicable.

Item 7.	OMITTED INFORMATION Not Applicable.

Item 8.

SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 27^th day of May, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.22 24 exhibit99-22.htm PRESS RELEASE ??? MAY 16, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.22

	6190 Agronomy Rd. 6^th Floor Vancouver, BC V6T 1Z3 CANADA		Tel: 604-677-6905 Fax: 604-677-6915 Website: www.cardiome.com

FOR IMMEDIATE RELEASE NASDAQ: CRME TSX: COM

CARDIOME REPORTS FIRST QUARTER RESULTS

Vancouver, Canada, May 16, 2005 - Cardiome Pharma Corp. (NASDAQ-CRME, COM-TSX) reported today financial results for the first quarter ended March 31, 2005. Amounts, unless specified otherwise, are in Canadian dollars. At close of business on March 31, 2005, the exchange rate was CDN$1.00 = U.S. $0.8267.

Corporate Development

The following are significant events or milestones during the quarter ended March 31, 2005:

	•	We reported additional ACT 1 clinical results covering three aspects of the clinical data that were not available previously: the time to conversion, the rate of relapse to AF, and the conversion rate in the atrial flutter sub- group.

	•	We announced final results for the physician-sponsored “La Plata” clinical study for oxypurinol in CHF patients.

	•	We announced final results for the physician-sponsored “EXOTIC-EF” clinical study for oxypurinol in CHF patients.

	•	We completed a public offering of 9,775,000 common shares at a price of $7.21 (US$6.00) per share for total gross proceeds of $70,477,750 (US$58,650,000).

	•	We appointed Dr. Charles Fisher as our Chief Medical officer and Executive Officer, Clinical Development and Regulatory Affairs.

Results of Operations
For the three months ended March 31, 2005 (“Q1-2005”), we recorded a net loss of $7.6 million ($0.18 per common share), compared to a net loss of $4.7 million ($0.13 per common share) for the three months ended March 31, 2004 in the preceding fiscal year (“Q1-2004”). These results of operations were in line with our expectation.

We expect losses to continue for at least two fiscal years as we advance RSD1235 (oral) and oxypurinol CHF into later stage development. These chronic treatment product candidates will require substantial funding in Phase II and Phase III clinical development. As such, we expect our operating expenses for these product candidates to be higher than the potential licensing or royalty revenue from RSD1235 (iv), should we successfully meet our collaborative milestones or obtain commercialization approval for RSD1235 (iv), in the next two fiscal years.

Revenues
Total revenue for Q1-2005 decreased to $4.6 million from $5.0 million for Q1-2004. The total revenue in Q1-2005 was comprised of $1.2 million for licensing fees and $3.4 million for research collaborative fees, as compared to $2.0 million for licensing fees and $3.0 million for research collaborative fees for Q1-2004, respectively.

Licensing fees represent the amortization of deferred revenue related to upfront payments and premium on equity investment from our collaborative partners. The decrease in licensing fees in Q1-2005, as compared to those in Q1-2004, was primarily due to the recognition of the remaining unamortized deferred revenue related to the upfront payment from our collaborative partner, UCB Farchim S.A, or UCB, in Q1-2004. The amortization of deferred revenue associated with the upfront payment and the premium on equity investment from Astellas was $1.2 million in

Q1-2005, as compared to $1.1 million in Q1-2004. The amortization of deferred revenue associated with the upfront payment from UCB was $Nil in Q1-2005, as compared to $0.9 million in Q1-2004.

The increase in research collaborative fees in Q1-2005 was mainly attributable to the increased research and development cost recovery of $2.7 million and increased project management fees of $0.7 million, as compared to $2.4 million and $0.4 million for Q1-2004, respectively. This was offset by a decrease in research service fees from UCB Farchim S.A from $0.2 million in Q1-2004 to $Nil in Q1-2005.

For the remainder of the current fiscal year, we expect to continue recognizing as revenue the amortization of deferred revenue related to the upfront payment and the premium on equity investment from Astellas. We will also continue to receive project management fees and development cost reimbursements from Astellas.

Research and Development Expenditures
Research and development expenditures were $11.5 million for Q1-2005, as compared to $7.6 million for Q1-2004.

The increase of $3.9 million in research and development expenditures for Q1-2005, as compared to those incurred for Q1-2004, was primarily due to the expanded clinical development activities during the current quarter, with continuation or completion of three Phase III studies of RSD1235 (iv) (ACT 1, ACT 2 and ACT 3), one Phase II regulatory study (OPT-CHF), two Phase II proof-of-concept studies (EXOTIC-EF and LaPlata) of Oxypurinol, and two Phase I studies of RSD1235 (oral).

We expect our research and development expenditures for the current fiscal year to be higher than those incurred in fiscal 2004. The majority of the increase will be associated with our RSD1235 (iv) and RSD1235 (oral) projects.

The following provides a description of major clinical trial(s) and research and development expenditure for each of our projects:

RSD1235 (iv)
During Q1-2005, we worked with Astellas to complete the analysis of the ACT 1 results and continued our work on two additional Phase III clinical trials, ACT 2 and ACT 3.

The ACT 1 Study
In October 2004, we completed enrollment in ACT 1. The study looked at three sub-groups of patients, including 237 patients with recent-onset atrial fibrillation (more than three hours but less than seven days), 119 patients with longer-term atrial fibrillation (more than seven days but less than 45 days) and 60 patients with atrial flutter. The primary endpoint in ACT 1 was conversion of recent-onset atrial fibrillation to normal heart rhythm for a period of at least one minute post-dosing within 90 minutes of the start of dosing. The study was carried out in 45 centers in the U.S., Canada and Scandinavia.

In December 2004 and February 2005, we announced top-line results for ACT 1. The full trial report will be presented in May 2005 at the Late Breaking Clinical Results section of the Heart Rhythm Society Meetings in New Orleans. The study showed that of the 237 patients with recent-onset atrial fibrillation, 52% of those receiving RSD1235 (iv) converted to normal heart rhythm, as compared to 4% of placebo patients (p < 0.001) . In those recent-onset atrial fibrillation patients dosed with RSD1235 (iv) who converted to normal heart rhythm, the median time to conversion was 11 minutes from the initiation of dosing. Of the 75 patients who converted to normal heart rhythm within 90 minutes of the initiation of dosing, 74 (99%) of them remained in normal rhythm for at least 24 hours. In the longer-term atrial fibrillation population, 8% of patients who were dosed with RSD1235 (iv) had their atrial fibrillation converted, as compared to 0% of placebo patients, a difference which was not statistically significant.

de Pointes, a well-characterized arrhythmia which is an occasional side effect of many current anti-arrhythmia drugs. No patients needed to discontinue ACT 1 due to study drug, and there were no deaths attributed to RSD1235 (iv).

The ACT 2 Study
The ACT 2 study, initiated in March 2004, will enroll approximately 210 patients and will evaluate the efficacy and safety of RSD1235 (iv) in the treatment of patients who have developed transient atrial fibrillation following cardiac surgery. The primary endpoint in this study is acute conversion of atrial fibrillation to normal heart rhythm.

The ACT 3 Study
Our collaborative partner, Astellas initiated the ACT 3 study in July 2004. ACT 3 will enroll approximately 240 patients. Two groups of patients will be enrolled. The primary endpoint will be based on 160 patients with recent-onset atrial fibrillation or atrial flutter (in atrial fibrillation or atrial flutter longer than three hours but less than seven days). The study will also measure the safety and efficacy of RSD1235 (iv) in 80 longer-term atrial fibrillation patients (in atrial fibrillation more than seven days but less than 45 days).

Total research and development expenditures for this project were $6.9 million for Q1-2005, as compared to $4.6 million for Q1-2004. Also included in the increased expenditures were the costs associated with the manufacturing of stability batches of RSD1235 and clinical drug supplies. These stability batches will generate manufacturing data required for our potential NDA in later 2005 or early 2006. In accordance with our collaboration and license agreement with Astellas, overall RSD1235 (iv) expense recoveries of $3.4 million were recorded as research collaborative fees for Q1-2005, as compared to $2.8 million for Q1-2004.

We expect our research and development expenditures for this project to be higher for the current fiscal year than those incurred in fiscal 2004. The anticipated cost will relate to the final data analysis for ACT 1, ongoing ACT 2 study, completion of ACT 3 and preparation of new drug application.

The RSD1235 Oral Project
Following a proof of concept trial suggesting RSD1235 has oral bioavailability, with approximately 70% of the orally administrated RSD1235 found in the blood stream of the healthy volunteers who ingested the drug, we started our formulation work and pre-clinical toxicology testing in 2003. We completed our oral formulation work and began the testing of our formulations in healthy volunteers in fiscal 2004. We also continued to conduct pre-clinical toxicology testing on RSD1235 (oral) in fiscal 2004.

In September 2004, we initiated dosing of RSD1235 (oral) in 12 healthy volunteers in a Phase I formulation evaluation study in Europe. This study was an open-label, cross-over evaluation of two sustained release formulations of RSD1235 (oral) in comparison to an immediate release formulation of RSD1235 (oral). Based on the successful completion of the study in November 2004, we have chosen a controlled release formulation for further clinical development.

In November 2004, we initiated a food effect study. The objective of the study is to further evaluate the effect of food on the absorption of our controlled release formulation of RSD1235 in patients under both fed and fasted conditions. Based on the successful completion of the study in April 2005, the results confirmed that RSD1235 absorption is not significantly affected by food, suggesting that dosing need not be restricted according to meal time.

Total expenditure for the RSD1235 (oral) project increased substantially to $1.6 million for Q1-2005, as compared to $0.5 million for Q1-2004. The increase was the result of the increased operational activities associated with the series of Phase I clinical trials ongoing, manufacture of drug supplies, and pre-clinical toxicology testing work.

We expect our research and development expenditures for this project to be higher for the current fiscal year than those incurred in fiscal 2004 as we advance this project into Phase II clinical testing this year.

Oxypurinol for Congestive Heart Failure Project
During Q1-2005, we completed one of the three clinical studies applying Oxypurinol to the treatment of congestive heart failure, the La Plata study and analyzed the final clinical results of the EXOTIC-EF study. We also continued our work on the OPT-CHF study.

The OPT-CHF Study
OPT-CHF which was initiated in March 2003 finished its patient recruitment in December 22, 2004. The placebo-controlled study investigates the impact of 24 weeks of daily oral dosing of Oxypurinol (600 mg/day) on the clinical outcomes of an expected 405 moderate to severe symptomatic heart failure patients.

The EXOTIC-EF Study
In April 2005, we announced positive final results for an investigator-sponsored study, EXOTIC-EF. This open-label study, which was conducted in Europe, evaluated intravenous dosing of Oxypurinol in 20 catheterized congestive heart failure patients. The endpoints of this study were left-ventricle ejection fraction and cardiac oxygen consumption. The reported data covered all 18 patients who met the prospectively-defined entry criteria. Oxypurinol administration showed an average absolute 3.5% increase (p=0.0008) in LVEF relative to pre-dosing in the 18 patients who met the prospectively-defined entry criteria. This represents a 19.2% average relative increase in ejection fraction.

The LaPlata Study
This investigator-sponsored randomized, double-blinded, placebo controlled trial involved 28 days of oral dosing of Oxypurinol in Congestive Heart Failure patients with left-ventricle ejection fraction equal to less than 40% and class II-III congestive heart failure as rated by the New York Heart Association classification system. The trial enrolled a total of 60 patients, of whom 47 met the entry criteria. The remaining 13 patients enrolled had left ventricle ejection fractions exceeding 40%, as measured by blinded reading of echocardiograms upon completion of the study.

As expected, with multiple clinical trials ongoing, our expenditures for this project increased substantially. Research and development expenditures for this project were $2.9 million for Q1-2005, as compared to $1.6 million for Q1-2004.

We expect our research and development expenditures for this project for the current fiscal year to be comparable to those incurred in fiscal 2004 as we complete all of the above studies, including the 405-patients OPT-CHF study, this year.

Other Non-core Projects
Research expenditures for the Oxypurinol gout project decreased substantially to $0.1 million in Q1-2005 from $0.6 million in Q1-2004, following our decision to stop pursuing the allopurinol intolerant gout indication for Oxypurinol in 2004. These expenditures of $0.1 million in Q1-2005 were associated with our Compassionate Use Program for allopurinol intolerant gout patients. Expenditures associated with experimental research also declined to $Nil in Q1-2005 from $0.3 million in Q1-2004.

General and Administration Expenditures
General and administration expenditures for Q1-2005 were $1.9 million, as compared to $1.5 million for Q1-2004. The increase of $0.4 million in general and administration expenditures for Q1-2005, as compared to those incurred for Q1-2004, was largely attributable to the increase of $346,000 in business development expenditures associated with out-licensing and in-licensing activities. On a cumulative basis, we expect our general and administration expenditures for the current fiscal year to be comparable to those incurred in fiscal 2004.

Amortization
Amortization was $1.1 million for Q1-2005, as compared to $1.4 million for Q1-2004. The decrease in amortization for the current quarter was attributable to the reduced net book value of our intangible and other assets in q1-2005 following the write-down of intangible assets associated with the Oxypurinol gout project in September 2004.

Other Income (Expenses)
Interest and other income was $0.1 million for Q1-2005, which was comparable to the amount recorded for Q1-2004.

A net foreign exchange gain of $0.5 million was recorded for Q1-2005, as compared to a net foreign exchange gain of $0.2 million. The increase in net foreign exchange gain was mainly the result of the appreciation of U.S. dollar in comparison to the Canadian dollar since the end of fiscal 2004 on our U.S. dollar denominated investment portfolio, foreign currency receivables and foreign currency payables. We are exposed to market risk related to currency exchange rates in the U.S. and Europe because the majority of our clinical development expenditures are incurred in U.S. dollars and Euros. Some of these risks are offset by the reimbursements from Astellas in U.S. dollars.

Future Income Tax Recovery
Future income tax recovery was $1.7 million for Q1-2005, as compared to $0.5 million for Q1-2004. The increase in the recovery for the current quarter was due to the recognition of the tax benefits of the current quarter’s losses of the U.S. subsidiary.

Liquidity and Capital Resources
Sources and Uses of Cash
Our operational activities during Q1-2005 were financed mainly by our working capital carried forward from the preceding fiscal year, research collaborative fees collected from Astellas, and the net proceeds from equity financing and exercise of stock options by employees. Cash provided by financing activities for Q1-2005 primarily consisted of the net proceeds of approximately $65 million received from the public offering completed in March 2005, as described in Note 4 of the interim consolidated financial statements, and the proceeds of $1.6 million received from the issuance of our common shares upon exercise of options. Cash provided by financing activities in Q1-2004 was mainly the proceeds of $1.7 million received from the issuance of our common shares upon exercise of share purchase warrants and options.

included in amounts receivable at December 31, 2004. The net cash inflows from changes in non-cash working capital was offset by the increased net loss as a result of the expanded operations in Q1-2005.

Cash used in investing activities for Q1-2005 was $8.8 million, as compared to $4.0 million of cash used in investing activities for Q1-2004. The increase was mainly due to the additional cash transferred to our short-term investments. The net purchase of short term investment increased to $8.3 million in Q1-2005 from $2.8 million in Q1-2004. This was offset by a decrease of investment in capital assets and patents.

As at March 31, 2005, we had working capital of $84.9 million, as compared to $26.8 million at December 31, 2004. We had available cash reserves comprised of cash, cash equivalents and short-term investments of $93.5 million at March 31, 2005, as compared to $24.4 million at December 31, 2004.

Conference Call Notification

Cardiome will hold a teleconference and webcast today at 1:30 p.m. EST (10:30 a.m. PST). Please dial 1-888-280-8771 or 416-695-9720 to access the call. There will be a separate dial-in line for analysts on which we will respond to questions at the end of the presentation. The webcast can be accessed through the “What’s New” section of Cardiome’s website at http://www.cardiome.com/new/index.php.

About Cardiome Pharma Corp.

Cardiome is a life sciences company focused on developing proprietary drugs to treat or prevent cardiovascular diseases. Its current efforts are focused on the treatment of atrial arrhythmias and congestive heart failure.

For Further Information:
Don Graham
Director of Corporate Communication
Direct: (604) 676-6963 or Toll Free: 1-800-330-9928
Email: dgraham@cardiome.com

Forward-Looking Statement Disclaimer
Certain statements contained in this press release relating to future results, events and expectation are forward-looking statements for purposes of the safe harbour provisions of The Private Securities Litigation Reform Act of 1995. These forward-looking statements contained herein are based on the company's current expectations but they involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the company, or industry results, to be materially different from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation, capital markets conditions and other risks detailed in our filings with the Securities and Exchange Commission available at http://www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by this cautionary statement. The forward-looking statements made herein speak only as of the date of this press release and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Balance Sheets	March 31, 2005	December 31, 2004
Cash and cash equivalents Short-term investments Amounts receivable Prepaid expenses	$68,485,418 24,978,502 6,878,531 1,216,347	$7,673,892 16,693,319 14,289,307 1,131,591
Total current assets Capital assets Intangible assets	101,558,798 2,780,106 24,973,217	39,788,109 2,687,290 25,851,072
Total assets	$129,312,121	$68,326,471
Current liabilities Long-term portion of deferred revenue Long-term portion of deferred leasehold inducement Future income tax liability Shareholders’ equity	$16,683,394 2,813,997 836,226 3,194,000 105,784,504	$12,968,960 4,015,106 859,984 4,918,000 45,564,421
Total liabilities and shareholders’ equity	$129,312,121	$68,326,471

	For the Three Months Ended
Statements of Loss and Deficit	March 31, 2005	March 31, 2004
Revenue Licensing fees Research collaborative fees	$1,202,113 3,407,719	$1,966,899 3,022,594
	4,609,832	4,989,493
Expenses Research and development General and administration Amortization	11,508,830 1,924,240 1,088,151	7,576,830 1,547,143 1,399,706
	14,521,221	10,523,679
Operating loss	(9,911,389)	(5,534,186
Other income Interest and other income Foreign exchange gain	114,197 465,343	131,487 190,879
	579,540	322,366
Loss before income taxes Future income tax recovery	(9,331,849) 1,724,000	(5,211,820) 485,000
Net loss for the period Deficit, beginning of period	$(7,607,849) (92,058,672)	$(4,726,820) (64,291,629)
Deficit, end of period	$(99,666,521)	$(69,018,449)
Basic and diluted loss per common share¹	(0.18)	(0.13)

¹ Basic and diluted loss per common share is based on the weighted average number of common shares outstanding during the period.

EX-99.23 25 exhibit99-23.htm MATERIAL CHANGE REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.23

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

Item 1.	REPORTING ISSUER

	Cardiome Pharma Corp.
	6190 Agronomy Road, 6^thFloor
	Vancouver, BC V6T 1Z3

Item 2.	DATE OF MATERIAL CHANGE

	May 16, 2005

Item 3.	PRESS RELEASE

	May 16, 2005 - Vancouver, British Columbia

Item 4.	SUMMARY OF MATERIAL CHANGE

	Cardiome Pharma Corp reported financial results for the first quarter ended March 31, 2005.

Item 5.	FULL DESCRIPTION OF MATERIAL CHANGE

	See attached press release.

Item 6.	RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

	Not Applicable.

Item 7.	OMITTED INFORMATION

	Not Applicable.

Item 8.	SENIOR OFFICER

	Name:	Christina Yip
	Title:	Vice President, Finance and Administration
	Phone No.:	604-677-6905

Item 9.	STATEMENT OF SENIOR OFFICER

	The foregoing accurately discloses the material change referred to herein.

Dated at Vancouver, British Columbia, this 16^th day of May, 2005.

	CARDIOME PHARMA CORP.

	Per:

		Christina Yip, Vice President, Finance and Administration

EX-99.24 26 exhibit99-24.htm INTERIM FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.24

FIRST QUARTERLY FINANCIAL REPORT – MARCH 31, 2005

President’s Letter

Dear Shareholders:

Finance & Corporate Development

Clearly, the most significant financial event of the first quarter was the completion of a US$58.6 million equity financing in March. With this financing, we now have a stronger balance sheet from which to finance operations and an increased base of institutional investors in both Canada and the United States.

We also received a US$6 Million milestone payment from our partner, Astellas Pharma US, Inc (formerly Fujisawa Healthcare, Inc.). The milestone payment was triggered by the successful completion of ACT 1.

Clinical Development

Our clinical activities are now being lead by Dr. Charles Fisher, Cardiome’s Chief Medical Officer and Executive Vice President, Clinical and Regulatory Affairs. Charles brings a wealth of experience in clinical development, an area of expertise that has become increasingly important as we move through the later stages of development.

We announced important follow-on results for our phase 3 atrial fibrillation (AF) trial for intravenous RSD1235, called ACT 1. The data covered time to conversion, rate of relapse to AF and the conversion rate in the atrial flutter sub-group. The data indicated that not only does RSD1235 appear to be effective in converting recent-onset AF patients to normal heart rhythm, it appears to have promising relapse and conversion rates that correlate very closely with our earlier phase 2 CRAFT trial. Dr. Denis Roy of the Montreal Heart Institute will present full ACT 1 data at the Heart Rhythm Society Scientific Sessions late-breaking trial session in May 2005.

Cardiome’s oral RSD1235 program continues to progress. We successfully completed a phase 1b clinical trial investigating oral RSD1235 as function of fed and fasted states. On the basis of these results, we have now initiated a phase 1c clinical trial that will investigate the safety and efficacy of RSD1235 in multi-day dosing. This series of phase 1 trials has been designed to support the initiation of a phase 2 clinical trial in the second half of 2005. Oral RSD1235 is designed to be used as a follow-on therapy to iv RSD1235, with the goal of preventing the reoccurrence of atrial fibrillation.

We also released full results for two phase 2 proof-of-principle studies for oxypurinol in congestive heart failure, La Plata and EXOTIC-EF. The studies confirmed interim results released in the fall of last year, which indicated that oxypurinol appears to have beneficial cardiac effects. With the release of results for our large phase 2 trial “OPT-CHF”, we hope to provide further evidence of this beneficial effect in congestive heart failure patients.

We look forward to an exciting series of clinical milestones. We expect to release results for OPT-CHF, our 405-patient congestive heart failure trial, in the third quarter of the year. We also anticipate that results from ACT 3, the second phase 3 trial to be used to support our NDA application for iv RSD1235, will be released in the third quarter.

I would like to welcome our new shareholders and thank our existing shareholders for their continued support.

“Bob Rieder”

Bob Rieder
President & CEO

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

This discussion and analysis covers the unaudited interim consolidated financial statements for the three months ended March 31, 2005 prepared in accordance with Canadian generally accepted accounting principles. These principles differ in certain respects from United States generally accepted accounting principles. The differences as they affect the interim consolidated financial statements are described in Note 7 to the unaudited interim consolidated financial statements. All amounts are expressed in Canadian dollars unless otherwise indicated.

This discussion and analysis was performed by management using information available as at April 22, 2005. The forward-looking statements in this discussion regarding our expectations regarding our future performance, liquidity and capital resources and other non-historical statements in this discussion include numerous risks and uncertainties, as described in the “Risk Factors” section of our Annual Information Form. Our actual results may differ materially from those contained in any forward-looking statements. Additional information relating to our company, including our 2004 Annual Report, is available by accessing the SEDAR website at www.sedar.com.

Overview

Atrial fibrillation, or AF, is an arrhythmia, or abnormal rhythm, of the upper chambers of the heart. In December 2004, we announced positive top-line Phase III results for our intravenous formulation of RSD1235, or RSD1235 (iv), our lead product candidate for the acute conversion of atrial fibrillation, and are currently conducting two additional Phase III trials in conjunction with Astellas Pharma US, Inc. (formerly Fujisawa Healthcare, Inc.), or Astellas, our collaborative partner. We are also developing an oral formulation of RSD1235, or RSD1235 (oral), as maintenance therapy for the long-term treatment of atrial fibrillation and intend to initiate a Phase II clinical trial in the second half of 2005.

Congestive heart failure, or CHF, is the failure of the heart to pump blood at a rate sufficient to support the body’s needs. In December 2004, we completed enrollment in a Phase II trial of oral Oxypurinol in 405 patients with congestive heart failure.

The following table summarizes current and recently completed clinical studies of each of our research and development projects:

Project	Stage of Development	Current Status

RSD1235 (iv)	1st Phase III Clinical Trial (ACT 1)	Trial completed and top-line results released in
		December 2004 and February 2005
	2nd Phase III Clinical Trial (ACT 2)	Trial initiated in March 2004
	3rd Phase III Clinical Trial (ACT 3)	Trial initiated in July 2004
RSD1235(oral)	Phase I — Formulation Evaluation Study	Interim results released in November
		2004 and controlled release formulation selected
	Phase I — Food Effect Study	Trial completed in April 2005
	Phase I — 7 day Repeat Dosing Study	Trial initiated in April 2005
Oxypurinol CHF	Phase II Clinical Trial — (OPT-CHF)	Patient recruitment completed in December 2004
	Phase II Proof of Concept Trial — IV (Exotic EF)	Final results announced in April 2005
	Phase II Proof of Concept Trial — Oral (LaPlata)	Final results announced in February 2005

The following are significant events or milestones during the quarter ended March 31, 2005:

	•	We reported additional ACT 1 clinical results covering three aspects of the clinical data that were not available previously: the time to conversion, the rate of relapse to AF, and the conversion rate in the atrial flutter sub-group. In the recent-onset AF patients dosed with RSD1235 (iv) who converted to normal heart rhythm, the median time to conversion was 11 minutes from the initiation of dosing. This study result correlates very closely with the data from our Phase 2 study, called CRAFT, where the mean time to conversion was 11 minutes from the initiation of dosing. Within those recent-onset AF patients dosed with RSD1235 (iv) who converted to normal heart rhythm within 90 minutes of the initiation of dosing, 74 of 75 patients remained in normal rhythm over 24 hours. This relapse rate also compares well with the earlier data from the CRAFT study, where 0 of 11 RSD1235-dosed patients who met the primary endpoint reverted back to atrial fibrillation within 24 hours. RSD1235 (iv) appears to be ineffective in converting atrial flutter patients to normal heart rhythm. Only 1 of 39 patients dosed with RSD1235 (iv) converted to normal heart rhythm, while 0 of 15 placebo patients converted to normal heart rhythm. Patients with atrial flutter account for approximately 8% of the 2.4 million patients with atrial arrhythmia.

	•	We announced final results for the physician-sponsored “La Plata” clinical study for oxypurinol in CHF patients. The blinded, placebo-controlled 60-patient study showed a statistically- significant improvement in an important measurement of cardiac function, the left ventricle ejection fraction (LVEF). The randomized, double-blind, placebo controlled trial involved 28 days of oral dosing of oxypurinol in CHF patients with LVEF < 40% and class II-III CHF as rated by the New York Heart Association classification system. The trial enrolled a total of 60 patients, of whom 47 met the entry criteria. The remaining 13 patients enrolled had LVEF exceeding 40%, as measured by blinded reading of echocardiograms upon completion of the study. Following 28 days of oral daily dosing (600 mg/day), LVEF increased by 6.8% (p=0.017) relative to placebo in the 47 patients who met the prospectively-defined entry criteria. The 6.8% average absolute improvement over placebo represented an average relative increase in cardiac output of 22.6% for the patients receiving oxypurinol. Decreases in serum uric acid of 17.0 mg/L (p< 0.001) relative to placebo, were also demonstrated in patients who met the entry criteria (n=47). Improvement in the 6 minute walk was seen in both treatment groups. However

		no statistically significant difference between the two groups was observed. No safety concerns were noted.

	•	We announced final results for the physician-sponsored “EXOTIC-EF” clinical study for oxypurinol in CHF patients. The 20-patient study showed a statistically-significant improvement in LVEF, an important measure of cardiac function. The EXOTIC-EF study involved intravenous dosing of 400 mg of oxypurinol on a one-time basis with measurement of LVEF the endpoint. The study was open-label with no placebo group. Oxypurinol administration showed an average absolute 3.5% increase (p=0.0008) in LVEF relative to pre-dosing in the 18 patients who met the prospectively-defined entry criteria. This represents a 19.2% average relative increase in ejection fraction.

	•	We completed a public offering of 9,775,000 common shares at a price of $7.21 (US$6.00) per share for a total gross proceeds of $70,477,750 (US$58,650,000).

	•	We appointed Dr. Charles Fisher as our Chief Medical officer and Executive Officer, Clinical Development and Regulatory Affairs. Dr. Fisher has over 20 years of experience in clinical research trials and Phase I to IV drug development. He was most recently Divisional Vice President of Global Pharmaceutical Development, Abbott Laboratories, responsible for the global development of pharmaceuticals, biologics and drug coated medical devices. While at Abbott Laboratories, he oversaw the development and FDA approval of Humira for the treatment of rheumatoid arthritis. Prior to Abbott Laboratories, he was an Executive Director and Clinical Research Fellow at Eli Lilly & Co. During his time with Eli Lilly, he was responsible for developing business strategy for critical care, cardiovascular, inflammation and bio-products, therapeutics areas, identification of disease state targets, and business development. Dr. Fisher led the Eli Lilly scientific team in the development and regulatory approval of Xigris for the treatment of severe sepsis. He was a co-founder of the biopharmaceutical company Incyte and assisted Ono Pharmaceuticals in achieving Japanese regulatory approval of Elaspol for the treatment of acute lung injury.

Critical Accounting Policies and Significant Estimates

Our unaudited interim consolidated financial statements are prepared in accordance with Canadian GAAP. These accounting principles require us to make certain estimates and assumptions. We believe that the estimates and assumptions upon which we rely are reasonable based upon information available at the time that these estimates and assumptions are made. Actual results could differ from these estimates. Areas requiring significant estimates include the assessment of net recoverable value and amortization of technology licenses and patents, determination of accrued liabilities, recognition of revenue, and stock-based compensation.

The significant accounting policies that we believe are the most critical in fully understanding and evaluating the reported financial results include the following:

	•	intangible assets;

	•	accrued liabilities and clinical trial expenses;

	•	revenue recognition;

	•	research and development costs; and

	•	stock-based compensation.

Intangible Assets

Accrued Liabilities and Clinical Trial Expenses

recorded in each accounting period. Judgment and estimates are also involved in determining the amount of expenditures that are contractually committed under the various agreements. We consider the following factors in estimating the amount of clinical trial expense for an accounting period: the level of patient enrollment; the level of services provided and goods delivered; and the proportion of the overall contracted time that elapsed during the accounting period. In making these assessments, we monitor patient enrollment levels and related activities at a given point in time through internal reviews, correspondence and discussions with contractors and review of contractual terms. We may sometimes rely on the information provided by our contractors. A significant change in the above factors and the accuracy of information provided by our contractors may alter our estimate of our clinical trial expenditure for the accounting period and prepaid expenses or accrued liabilities as of the end of the accounting period. This could have a material impact on our results of operations and liabilities.

Revenue Recognition

Revenue to date has primarily been derived from research collaborative fees and licensing fees, which are comprised of initial fees and milestone payments from collaborative licensing arrangements and related reimbursement of expenses. Non-refundable research collaborative fees are recorded as revenue as the related research expenses are incurred pursuant to the terms of the agreement, provided collectibility is reasonably assured. Non-refundable milestone payments are fully recognized upon the achievement of the milestone event when we have no further involvement or obligation to perform under the arrangement. Initial fees and milestone payments which require our ongoing involvement are deferred and amortized into income over the estimated period of our ongoing involvement. A significant change in estimating the period of our on-going involvement could have a material impact on results of operations.

Research and Development Costs

Stock-based Compensation and other Stock-based Payments

The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model and is amortized over the vesting terms of the options which are generally four to five years from grant. For the quarter ended March 31, 2005, we recorded approximately $1.6 million and $49,342 of stock-based compensation for stock options granted after December 1, 2002, to employees and non-employees respectively.

affect the measure of the estimated fair value of our employee stock options, hence our results of operations.

Results of Operations

For the three months ended March 31, 2005 (“Q1-2005”), we recorded a net loss of $7.6 million ($0.18 per common share), compared to a net loss of $4.7 million ($0.13 per common share) for the three months ended March 31, 2004 in the preceding fiscal year (“Q1-2004”). These results of operations were in line with our expectation.

These chronic treatment product candidates will require substantial funding in Phase II and Phase III clinical development. As such, we expect our operating expenses for these product candidates to be higher than the potential licensing or royalty revenue from RSD1235 (iv), should we successfully meet our collaborative milestones or obtain commercialization approval for RSD1235 (iv), in the next two fiscal years.

Revenues

Total revenue for Q1-2005 decreased to $4.6 million from $5.0 million for Q1-2004. The total revenue in Q1-2005 was comprised of $1.2 million for licensing fees and $3.4 million for research collaborative fees, as compared to $2.0 million for licensing fees and $3.0 million for research collaborative fees for Q1-2004, respectively.

Research and Development Expenditures

Research and development expenditures were $11.5 million for Q1-2005, as compared to $7.6 million for Q1-2004.

The following provides a description of major clinical trial(s) and research and development expenditure for each of our projects:

RSD1235 (iv)

During Q1-2005, we worked with Astellas to complete the analysis of the ACT 1 results and continued our work on two additional Phase III clinical trials, ACT 2 and ACT 3.

The ACT 1 Study

In October 2004, we completed enrollment in ACT 1. The study looked at three sub-groups of patients, including 237 patients with recent-onset atrial fibrillation (more than three hours but less than seven days), 119 patients with longer-term atrial fibrillation (more than seven days but less than 45 days) and 60 patients with atrial flutter. The primary endpoint in ACT 1 was conversion of recent-onset atrial fibrillation to normal heart rhythm for a period of at least one minute post-dosing within 90 minutes of the start of dosing. The study was carried out in 45 centers in the U.S., Canada and Scandinavia.

The ACT 2 Study

The ACT 2 study, initiated in March 2004, will enroll approximately 210 patients and will evaluate the efficacy and safety of RSD1235 (iv) in the treatment of patients who have developed transient atrial fibrillation following cardiac surgery. The primary endpoint in this study is acute conversion of atrial fibrillation to normal heart rhythm.

The ACT 3 Study

Our collaborative partner, Astellas initiated the ACT 3 study in July 2004. ACT 3 will enroll approximately 240 patients. Two groups of patients will be enrolled. The primary endpoint will be based on 160 patients with recent-onset atrial fibrillation or atrial flutter (in atrial fibrillation or atrial flutter longer than three hours but less than seven days). The study will also measure the safety and efficacy of RSD1235 (iv) in 80 longer-term atrial fibrillation patients (in atrial fibrillation more than seven days but less than 45 days).

The RSD1235 Oral Project

Following a proof of concept trial suggesting RSD1235 has oral bioavailability, with approximately 70% of the orally administrated RSD1235 found in the blood stream of the healthy volunteers who ingested the drug, we started our formulation work and pre-clinical toxicology testing in 2003. We completed our oral formulation work and began the testing of our formulations in healthy volunteers in fiscal 2004. We also continued to conduct pre-clinical toxicology testing on RSD1235 (oral) in fiscal 2004.

RSD1235 (oral). Based on the successful completion of the study in November 2004, we have chosen a controlled release formulation for further clinical development.

Oxypurinol for Congestive Heart Failure Project

During Q1-2005, we completed one of the three clinical studies applying Oxypurinol to the treatment of congestive heart failure, the La Plata study and analyzed the final clinical results of the EXOTIC-EF study. We also continued our work on the OPT-CHF study.

The OPT-CHF Study

OPT-CHF which was initiated in March 2003 finished its patient recruitment in December 22, 2004. The placebo-controlled study investigates the impact of 24 weeks of daily oral dosing of Oxypurinol (600 mg/day) on the clinical outcomes of an expected 405 moderate to severe symptomatic heart failure patients.

The EXOTIC-EF Study

In April 2005, we announced positive final results for an investigator-sponsored study, EXOTIC-EF. This open-label study, which was conducted in Europe, evaluated intravenous dosing of Oxypurinol in 20 catheterized congestive heart failure patients. The endpoints of this study were left-ventricle

ejection fraction and cardiac oxygen consumption. The reported data covered all 18 patients who met the prospectively-defined entry criteria. Oxypurinol administration showed an average absolute 3.5% increase (p=0.0008) in LVEF relative to pre-dosing in the 18 patients who met the prospectively-defined entry criteria. This represents a 19.2% average relative increase in ejection fraction.

The LaPlata Study

Other Non-core Projects

Research expenditures for the Oxypurinol gout project decreased substantially to $0.1 million in Q1-2005 from $0.6 million in Q1-2004, following our decision to stop pursuing the allopurinol intolerant gout indication for Oxypurinol in 2004. These expenditures of $0.1 million in Q1-2005 were associated with our Compassionate Use Program for allopurinol intolerant gout patients. Expenditures associated with experimental research also declined to $Nil in Q1-2005 from $0.3 million in Q1-2004.

General and Administration Expenditures

General and administration expenditures for Q1-2005 were $1.9 million, as compared to $1.5 million for Q1-2004. The increase of $0.4 million in general and administration expenditures for Q1-2005, as compared to those incurred for Q1-2004, was largely attributable to the increase of $346,000 in business development expenditures associated with out-licensing and in-licensing activities. On a cumulative basis, we expect our general and administration expenditures for the current fiscal year to be comparable to those incurred in fiscal 2004.

Amortization

Amortization was $1.1 million for Q1-2005, as compared to $1.4 million for Q1-2004. The decrease in amortization for the current quarter was attributable to the reduced net book value of our intangible and other assets in Q1-2005 following the write-down of intangible assets associated with the Oxypurinol gout project in September 2004.

Other Income (Expenses)

Interest and other income was $0.1 million for Q1-2005, which was comparable to the amount recorded for Q1-2004.

Future Income Tax Recovery

Future income tax recovery was $1.7 million for Q1-2005, as compared to $0.5 million for Q1-2004. The increase in the recovery for the current quarter was due to the recognition of the tax benefits of the current quarter’s losses of the U.S. subsidiary.

Selected Consolidated Financial Information

The following table sets forth consolidated financial data for our last three fiscal periods:

	Fiscal Periods Ended
	December 31, 2004		December 31, 2003		November 30, 2002
			⁽¹⁾
	$		$		$
	(in thousands of dollars, except loss per share)
Revenue	26,403		6,047		1,768
Net loss	(27,767	)	(19,866	)	(14,030	)
Basic and diluted loss
per common share	(0.71	)	(0.63	)	(0.60	)
Total assets	68,326		92,124		67,802
Long-term obligation ⁽²⁾	233		34		61

(1)	On December 31, 2003, we changed our fiscal year end from November 30 to December 31. As such, the data in this column reflects a 13 month period. In addition, we elected to prospectively adopt the recommendations of the C.I.C.A. new Handbook section 3870, Stock-based Compensation and other Stock-based Payments, effective December 1, 2002. This standard requires that all stock-based awards be measured and recognized using a fair value based method. For the thirteen months ended December 31, 2003, we recorded $1,991,865 and $67,188 of stock-based compensation for the stock options granted after December 1, 2002, to employees and non-employees, respectively. The increase in revenues and net loss since November 30, 2002 reflects our expanded clinical development activities and our partnering agreement with Astellas.

(2)	Amounts represent capital lease obligations and repayable tenant inducement advances (including current portion).

(3)	We have not declared any cash dividends since inception.

Quarterly Financial Data

The selected financial information provided below is derived from our unaudited quarterly consolidated financial statements for each of the last eight quarters, all of which cover periods of three months, except for the quarter ended December 31, 2003, which covers a period of 4 months due to the change of fiscal year end from November 30, 2003 to December 31, 2003, effective December 31, 2003.

	March 31, 2005	December 31, 2004	September 30, 2004	June 30, 2004	March 31, 2004	December 31, 2003	August 31, 2003	May 31, 2003
	$	$	$	$	$	$	$	$
(Canadian dollars) (in thousands of dollars, except per share amounts)
Total Revenues	4,610	11,640	4,505	5,269	4,989	4,925	359	363
Net income (loss) for the period	(7,608)	1,787	(14,986)	(9,841)	(4,727)	(5,853)	(5,058)	(4,376)
Basic net income (loss) per common share	(0.18)	0.05	(0.38)	(0.25)	(0.13)	(0.16)	(0.16)	(0.15)
Diluted net income (loss) per common share	(0.18)	0.04	(0.38)	(0.25)	(0.13)	(0.16)	(0.16)	(0.15)

Total revenues relate to our licensing and research collaborative revenues. The significant increase in revenue since the quarter ended August 31, 2003 is primarily related to our license and research

collaborative agreement with Astellas. The primary factor affecting the losses in the various quarters is the number and stage of our clinical development programs as well as the adoption of our accounting policy with respect to recognizing as an expense the fair value of stock options. In addition, the substantial increase in loss for the quarter ended September 30, 2004 is due to the write-down of technology and licenses with respect to the discontinuation of the Oxypurinol gout project.

For the quarter ended December 31, 2004, the significant increase in revenue, when compared with the four months ended December 31, 2003, was due to the recognition of the milestone payment for the successful completion of the 1st Phase III clinical trial of $7.2 million related to RSD1235 (iv).

Liquidity and Capital Resources

Sources and Uses of Cash

Our operational activities during Q1-2005 were financed mainly by our working capital carried forward from the preceding fiscal year, research collaborative fees collected from Astellas, and the net proceeds from equity financing and exercise of stock options by employees. Cash provided by financing activities for Q1-2005 primarily consisted of the net proceeds of approximately $65 million received from the public offering completed in March 2005, as described in Note 4 of the interim consolidated financial statements, and the proceeds of $1.6 million received from the issuance of our common shares upon exercise of options. Cash provided by financing activities in Q1-2004 was mainly the proceeds of $1.7 million received from the issuance of our common shares upon exercise of share purchase warrants and options.

Cash provided by operating activities for Q1-2005 was $2.9 million, as compared to $3.6 million of cash used in operating activities for Q1-2004. The decrease was primarily due to the substantial increase in net changes in non-cash working capital items as a result of our receipt of US$6 million milestone payment from Astellas which was included in amounts receivable at December 31, 2004. The net cash inflows from changes in non-cash working capital was offset by the increased net loss as a result of the expanded operations in Q1-2005.

As at March 31, 2005 and in the normal course of business we are obligated to make future payments. These obligations represent contracts and other commitments that are known and committed.

	Payment Due by Period
	Total	2005	2006—2007	2008—2009	Thereafter
	(in thousands of dollars)
Other long-term obligation	222	12	37	45	128
Operating lease obligations	2,934	192	559	683	1,500
Commitments for clinical
research agreements(1)	8,702	8,702	0	0	0
Commitments under license
agreement(2)	605	48	194	242	121
					per annum

Total	$12,463	$8,954	$790	$970	$1,749

______________

(1)	The total commitment of $8.7 million reflects $3.1 million of commitments that are non-cancelable and $5.6 million of commitments that are cancelable should we decide to discontinue the related clinical research work.

(2)	As of March 31, 2005, pursuant to four license and service agreements, we have various commitments as described in Note 12(d) of the annual consolidated financial statements for the year ended December 31, 2004. The majority of these commitments are contingent upon achievement of certain milestones which may or may not actually occur. The amounts disclosed in this table represent minimum annual royalties described in Note 12(d)(iii), converted from Canadian dollars to U.S. dollars at the closing exchange rate on March 31, 2005 of CAD$0.8267 = US$1.00.

Outstanding Share Capital

As at April 30, 2005 there were 50,839,146 common shares issued and outstanding, 4,990,068 common shares issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $5.24 per share, and 175,349 common shares issuable upon the exercise of outstanding warrants at a weighted-average exercise price of US$4.11 per share.

Related Party Transactions

Included in accounts payable and accrued liabilities at March 31, 2005 is $8,847 (December 31, 2004 - $54,688) owing to a legal firm where the Company’s corporate secretary is a partner. The amount was charged at normal trade terms. For Q1-2005, we incurred $608,456 (March 31, 2004 - $Nil) of legal fees for services provided by the legal firm, of which $553,360 was incurred in connection with our public offering completed in March 2005.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Financial Instruments and Risks

We believe that our current cash position, together with the anticipated cash inflows from our collaborative partner and interest income should be sufficient to finance our operational and capital

needs for at least the next two years. However, our future cash requirements may vary materially from those now expected due to a number of factors, including the costs associated with the completion of the clinical trials, collaborative and license arrangements with third parties, and opportunities to in-license complementary technologies. We will continue to review our financial needs and seek additional financing as required from sources that may include equity financing, and collaborative and licensing arrangements. However, there can be no assurance that such additional funding will be available or if available, whether acceptable terms will be offered.

CARDIOME PHARMA CORP.
Continued under the laws of Canada

CONSOLIDATED BALANCE SHEETS
(Unaudited, expressed in Canadian Dollars)

		As at
		March 31,			December 31,
		2005			2004
ASSETS
Current
Cash and cash equivalents	$	68,485,418		$	7,673,892
Short-term investments		24,978,502			16,693,319
Amounts receivable (note 8)		6,878,531			14,289,307
Prepaid expenses		1,216,347			1,131,591
Total current assets		101,558,798			39,788,109
Capital assets		2,780,106			2,687,290
Intangible assets		24,973,217			25,851,072
	$	129,312,121		$	68,326,471

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$	9,556,073		$	5,833,974
Deferred revenue		4,867,814			4,868,817
Future income tax liability		2,164,000			2,164,000
Current portion of capital lease obligations		-			7,061
Current portion of deferred leasehold inducement		95,507			95,108
Total current liabilities		16,683,394			12,968,960
Deferred revenue		2,813,997			4,015,106
Deferred leasehold inducement (notes 2 and 3)		836,226			859,984
Future income tax liability		3,194,000			4,918,000
Total Liabilities		23,527,617			22,762,050

Shareholders’ Equity
Share capital
Authorized (note 4)
Issued
50,814,146 common shares at March 31, 2005
40,592,834 common shares at December 31, 2004		197,978,486			131,427,488
Contributed surplus		7,472,539			6,195,605
Deficit		(99,666,521	)		(92,058,672	)
		105,784,504			45,564,421
	$	129,312,121		$	68,326,471

See accompanying notes

On behalf of the Board:

/s/Robert Rieder, Director

/s/Fred Mermelstein, Director

CARDIOME PHARMA CORP.

CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT
(unaudited - expressed in Canadian Dollars)

		As at
		March 31,			March 31,
		2005			2004
Revenue
Licensing fees	$	1,202,113		$	1,966,899
Research collaborative fees		3,407,719			3,022,594
		4,609,832			4,989,493

Expenses
Research and development		11,508,830			7,576,830
General and administration		1,924,240			1,547,143
Amortization		1,088,151			1,399,706
		14,521,221			10,523,679
Operating loss		(9,911,389	)		(5,534,186	)

Other income
Interest and other income		114,197			131,487
Foreign exchange gain		465,343			190,879
		579,540			322,366

Loss before income taxes		(9,331,849	)		(5,211,820	)
Future income tax recovery		1,724,000			485,000
Net loss for the period		(7,607,849	)		(4,726,820	)
Deficit, beginning of period		(92,058,672	)		(64,291,629	)
Deficit, end of period	$	(99,666,521	)	$	(69,018,449	)

Basic and diluted loss per common share	$	(0.18	)	$	(0.13	)

Weighted average number of outstanding common
shares		41,704,244			37,565,895

See accompanying notes

CARDIOME PHARMA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited - expressed in Canadian Dollars)

		As at
		March 31,			March 31,
		2005			2004


Operating Activities
Net loss for the period	$	(7,607,849	)	$	(4,726,820	)
Add items not affecting cash:
Amortization		1,088,151			1,399,706
Stock-based compensation		1,635,656			622,826
Deferred leasehold inducement amortization		(23,359	)		(1,841	)
Future income tax recovery		(1,724,000	)		(485,000	)
		(6,631,401	)		(3,191,129	)
Changes in non-cash working capital items relating to
operations
Amounts receivable		7,410,776			771,791
Prepaid expenses		(84,756	)		(320,846	)
Accounts payable and accrued liabilities		3,439,708			1,085,725
Deferred revenue		(1,202,112	)		(1,966,899	)
Cash provided by (used in) operating activities		2,932,215			(3,621,358	)

Financing Activities
Issuance of common shares, net of share issuance
costs		66,665,183			1,734,900
Repayment on obligations under capital leases		(7,061	)		(6,599	)
Cash provided by financing activities		66,658,122			1,728,301

Investing Activities
Purchase of capital assets		(212,838	)		(1,509,816	)
Leasehold inducements		-			396,300
Patent costs capitalized		(280,790	)		(108,817	)
Purchase of short-term investments		(18,354,086	)		(11,847,265	)
Sale of short-term investments		10,068,903			9,075,940
Cash used in investing activities		(8,778,811	)		(3,993,658	)

Increase (decrease) in cash and cash equivalents
during the period		60,811,526			(5,886,715	)
Cash and cash equivalents, beginning of period		7,673,892			13,978,880
Cash and cash equivalents, end of period	$	68,485,418		$	8,092,165

Supplemental cash flow information:
Interest paid	$	5,688		$	2,499

See accompanying notes

CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited – expressed in Canadian Dollars)

1.	BASIS OF PRESENTATION

	The accompanying unaudited interim consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”) on a basis consistent with the Company’s annual audited consolidated financial statements for the year ended December 31, 2004, except that they do not contain all note disclosures necessary for annual financial statements. These unaudited interim consolidated financial statements conform in all material respects with United States generally accepted accounting principles (“U.S. GAAP”), except as disclosed in Note 7.

	The accompanying unaudited interim consolidated financial statements reflect, in the opinion of management, all adjustments (which include reclassifications and normal recurring adjustments) necessary to present fairly the consolidated financial position, consolidated results of operations and consolidated cash flows as at March 31, 2005, and for all periods presented.

	These unaudited interim consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2004 included in the Company’s Annual Report filed with the appropriate securities commissions. The results of operations for the three- month period ended March 31, 2005 are not necessarily indicative of the results for the full year. All amounts herein are expressed in Canadian dollars unless otherwise noted.

	The Company has financed its cash requirements primarily from share issuances, payments from research collaborators and licensing fees. The Company’s ability to realize the carrying value of its assets is dependent on successfully bringing its technologies to market and achieving future profitable operations, the outcome of which cannot be predicted at this time. It may be necessary for the Company to raise additional funds for the continuing development of its technologies.

2.	SIGNIFICANT ACCOUNTING POLICIES

	Certain of the significant accounting policies are as follows:

	Revenue recognition

	Research collaborative fees, which are non-refundable, are recorded as revenue as the related research expenses are incurred pursuant to the terms of the agreement and provided collectibility is reasonably assured.

	Licensing fees comprise initial fees and milestone payments derived from collaborative licensing arrangements. Non-refundable milestone payments are recognized upon the achievement of the specified milestones when the milestone is substantive in nature, the achievement of the milestone was not reasonably assured at the inception of the agreement, and the Company has no further significant involvement or obligation to perform under the arrangement. Otherwise, non-refundable milestone payments and initial fees are deferred and amortized into revenue on a straight-line basis over the estimated period of the ongoing involvement of the Company.

CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited – expressed in Canadian Dollars)

2.	SIGNIFICANT ACCOUNTING POLICIES (Continued)

	Stock-based compensation and other stock-based payments

	The Company grants stock options to executive officers and directors, employees, consultants and clinical advisory board members pursuant to its stock option plan. The Company uses the fair value method of accounting for all stock-based awards granted, modified or settled during the period.

	The fair value of stock options is estimated at the date of grant using the Black-Scholes Option Pricing Model and is amortized over the vesting terms (see Note 4).

	Deferred leasehold inducements

	Deferred leasehold inducement representing a tenant improvement allowance is being amortized on a straight- line basis over the initial term of the lease of ten years as a reduction of rent expense.

3.	DEFERRED LEASEHOLD INDUCEMENT

	Pursuant to a lease agreement, the Company received a cash tenant improvement allowance amounting to $1,030,380 from the landlord for leasehold improvements during the year ended December 31, 2004. $792,600 of the tenant improvement allowance (“Basic Allowance”) is being amortized on a straight-line basis over the initial term of the lease. The remaining $237,780 (the “Additional Allowance”) represents a repayable allowance, collateralized with a letter of credit, which is being repaid over 10 years with interest at 10% per annum at approximately $38,000 per annum. The Company is obligated to refund the unpaid portion of the Additional Allowance upon earlier termination of the lease.

CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited – expressed in Canadian Dollars)

4.	SHARE CAPITAL

	(a)	Authorized

		The authorized share capital of the Company 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 none are currently issued and outstanding.

	(b)	Issued and Outstanding

	Number of
Common shares	Shares	Amount
		$
Balance as at December 31, 2004	40,592,834	$ 131,427,488
Issued for cash upon public offering, net of share issuance costs	9,775,000	64,615,414
Issued for cash upon exercise of options	445,591	1,576,862
Issued pursuant to exercise of warrants on cashless basis	721	-
Reallocation of contributed surplus arising from stock-based
compensation related to the exercise of options	-	358,722
Balance as at March 31, 2005	50,814,146	$197,978,486

On March 23, 2005, the Company closed a public offering of common shares pursuant to which 8,500,000 common shares were issued at a price of $7.21 (US$6.00) per share, resulting in gross proceeds of $61,285,000 (US$51,000,000). In addition, the Company granted the underwriters an over-allotment option to purchase 1,275,000 common shares at the offering price, exercisable during the period ending 30 days from March 18, 2005. On March 30, 2005, the over-allotment option was exercised in full and the Company issued 1,275,000 common shares at a price of $7.21 (US$6.00) per share for gross proceeds of $9,192,750. In connection with the public offering, including the exercise of the over-allotment option, the Company paid a cash commission of $4,581,054 and incurred total legal and professional fees of $1,281,282.

CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited – expressed in Canadian Dollars)

4.	SHARE CAPITAL (CONT’D)

	(c)	Common Share Purchase Warrants

		Details of share purchase warrant transactions for the three months ended March 31, 2005 are summarized as follows:

		Number of Share Purchase Warrants Outstanding

	Number of
	Warrants
Balance, December 31, 2004	176,500
Warrants exercised on a cashless basis	(1,151	)
Balance, March 31, 2005	175,349

During the three months ended March 31, 2005, the Company issued 721 common shares for 1,151 warrants exercised on a cashless basis. As at March 31, 2005, common shares issuable upon the exercise of common share purchase warrants are as follows:

	Exercise	Number of
Date of Expiry	Price	Common Shares
February 9, 2007	US$2.40	100,644
February 9, 2007	US$4.80	37,209
February 9, 2007	US$8.00	37,496
Balance, March 31, 2005		175,349

	(d)	Stock Options

		At March 31, 2005, the Company had 4,825,068 stock options outstanding, of which 3,161,816 are exercisable at a weighted average exercise price of $4.19 per common share and expiring at various dates from March 17, 2006 to January 16, 2011.

		Details of stock option transactions for the three months ended March 31, 2005 are summarized as follows:

	Weighted	Number of
	Average	Stock Options
	Exercise Price	Outstanding
Balance, December 31, 2004	$4.48	4,701,909
Options granted	$8.95	600,000
Options exercised	$3.54	(445,591	)
Options forfeited	$4.58	(17,500	)
Options expired	$7.24	(13,750	)
Balance, March 31, 2005	$5.11	4,825,068

CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited – expressed in Canadian Dollars)

4.	SHARE CAPITAL (CONT’D)

	(d)	Stock Options (Cont’d)

		At March 31, 2005, stock options to executive officers and directors, employees, consultants and clinical advisory board members were outstanding as follows:

	Options outstanding			Options exercisable
	March 31, 2005			March 31, 2005
Range of	Number of	Weighted	Weighted	Number of	Weighted
exercise price	common shares	average	average	common	average
	issuable	remaining	exercise price	shares	exercise price
		contractual life		issuable
		(years)
$		$	$		$
$2.80-$3.68	2,533,368	3.73	3.29	2,016,700	3.28
$5.05-$5.96	913,450	3.32	5.26	888,450	5.25
$6.29-$8.95	1,378,250	5.48	7.53	256,666	7.63
	4,825,068	4.15	5.11	3,161,816	4.19

	(e)	Stock-based compensation

		The estimated fair value of options granted from December 1, 2002 to officers, directors, employees, consultants and clinical advisory board members is amortized to expense over the vesting period. Compensation expense for the three months ended March 31, 2005 amounted to $1,635,656. This compensation expense is allocated between research and development expenses ($1,430,559) and general and administration expenses ($205,097) on the same basis as cash compensation. Compensation expense for the three months ended March 31, 2004 amounted to $622,826. This compensation expense is allocated between research and development expenses ($298,022) and general and administration expenses ($324,804) on the same basis as cash compensation. The weighted average fair value of stock options granted during the three months ended March 31, 2005 and March 31, 2004 was $6.07 and $3.38 per share, respectively, determined using the Black-Scholes option pricing model with the following weighted-average assumptions: dividend yield - 0%; expected volatility – 75% and 78.3%, respectively; risk-free interest rate – 3.64% and 3.23%, respectively; and expected average life of the options - 6 years.

5.	RELATED PARTY TRANSACTION

	Included in accounts payable and accrued liabilities at March 31, 2005 is $8,847 (December 31, 2004 - $54,688) owing to a legal firm where the Company’s corporate secretary is a partner. The amount was charged at normal trade terms. For the three months ended March 31, 2005, the Company has incurred $608,456 of legal fees for services provided by the legal firm (March 31, 2004 - $Nil), of which $553,360 of the total amount was incurred in connection with the public offering completed in March 2005.

CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited – expressed in Canadian Dollars)

6.	CONTINGENCIES

	(a)	The Company entered into indemnification agreements with all officers and directors. The maximum potential amount of future payments required under these indemnification agreements is unlimited.

		However, the Company maintains appropriate liability insurance that limits the exposure and enables the Company to recover any future amounts paid, less any deductible amounts pursuant to the terms of the respective policies, the amounts of which are not considered material.

	(b)	The Company entered into license and research agreements with third parties that include indemnification provisions that are customary in the industry. These guarantees generally require the Company to compensate the other party for certain damages and costs incurred as a result of third party claims or damages arising from these transactions. In some cases, the maximum potential amount of future payments that could be required under these indemnification provisions is unlimited. These indemnification provisions may survive termination of the underlying agreement. The nature of the indemnification obligations prevents the Company from making a reasonable estimate of the maximum potential amount it could be required to pay. Historically, the Company has not made any indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification obligations.

7.	RECONCILIATION OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

	The Company prepares its consolidated financial statements in accordance with Canadian GAAP, which, as applied in these unaudited interim consolidated financial statements, conform in all material respects to U.S. GAAP, except for the differences below as more fully described in Note 17 in the Company’s annual audited consolidated financial statements for the year ended December 31, 2004.

	Material variations impacting the unaudited interim Consolidated Statements of Loss and Deficit under U.S. GAAP would be as follows:

	3 months ended		3 months ended
	March 31,		March 31,
	2005		2004
	$		$

Loss for the period , Canadian GAAP	(7,607,849	)	(4,726,820	)
Amortization of other assets	(8,560	)	(25,680	)
Loss for the period, U.S. GAAP	(7,616,409	)	(4,752,500	)
Reclassification adjustment for unrealized losses on short-term investments	-		(92,560	)
Unrealized gains (losses) on short-term investments	-		44,970
Comprehensive loss for the period, U.S. GAAP	(7,616,409	)	(4,800,090	)
Basic and diluted loss per common share, U.S. GAAP	(0.18	)	(0.13	)

Weighted average number of common shares outstanding, U.S. GAAP	41,704,244		37,565,895

CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited – expressed in Canadian Dollars)

7.	RECONCILIATION OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Continued)

	Material variations in selected balance sheet accounts under U.S. GAAP are as follows:

	March 31		December 31
	2005		2004
	$		$

Intangible and other assets	24,973,217		25,859,632
Contributed surplus / other comprehensive income	8,393,588		7,116,654
Deficit	(100,587,925	)	(92,971,161	)


Accounts payable and accrued liabilities comprise:


	March 31		December 31
	2005		2004
	$		$

Trade accounts payable	3,360,902		2,966,237
Accrued contract research	4,539,783		2,005,022
Employee-related accruals	872,579		605,000
Other accrued liabilities	782,809		257,715
	9,556,073		5,833,974

Pro forma information - Stock-based compensation

The following pro forma financial information presents the loss for the period and basic and diluted loss per common share had the Company recognized stock-based compensation for stock options granted to employees and directors using a fair value based method for all stock-based transactions prior to December 1, 2002. For stock options granted in 2001, the fair value for these options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: dividend yield - 0%; expected volatility - 88.1%; risk-free interest rate - 3.0%; and expected average life of the options - 6 years. For stock options granted during the three months ended March 2005 and March 31, 2004, see note 4[e].

Applying the above, supplemental disclosure of pro forma loss and loss per share is as follows:

	March 31		March 31
	2005		2004
	$		$

Loss for the period -- U.S. GAAP	(7,616,409	)	(4,752,500	)
Deduct: Stock-based employee compensation
expense included in reported loss above	1,635,656		622,826
Add: Total stock-based employee compensation expense using fair value
based method for all awards	(1,672,656	)	(738,426	)
Pro forma loss for the period	(7,653,409	)	(4,868,100	)
Basic and diluted loss per common share
As reported	(0.18	)	(0.13	)
Pro forma	(0.18	)	(0.13	)

CARDIOME PHARMA CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited – expressed in Canadian Dollars)

8.	SEGMENTED INFORMATION

	The Company operates primarily in one business segment with all of its assets and operations located in Canada, except for intellectual property with a net book value of approximately $24,000,000 [December 31, 2004 – approximately $25,000,000] located in the U.S. During the three months ended March 31, 2005, all of the Company’s revenue was derived from one research collaborator in the United States. [March 31, 2004 – 21% and 79% from one collaborator in each of Switzerland and United States respectively]. At March 31, 2005, included in amounts receivable is an amount of $6,387,654 (US$5,280,799) due from one research collaborator. [December 31, 2004 - $13,847,269 (US$11,520,191)]

EX-99.25 27 exhibit99-25.htm CERTIFICATION OF FILINGS ??? CFO Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.25

Form 52-109FT2 – Certification of Interim Filings during Transition Period

I, Douglas G. Janzen, Chief Financial Officer of Cardiome Pharma Corp., certify that:

1.	I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Cardiome Pharma Corp. (the issuer) for the interim period ending March 31, 2005;

2.	Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and

3.	Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.

Date: May 16, 2005


“Doug Janzen”
Douglas G. Janzen Chief Financial Officer

EX-99.26 28 exhibit99-26.htm CERTIFICATION OF FILINGS ??? CEO Filed by Automated Filing Services Inc. (604) 609-0244 - Cardiome Pharma Corp. - Exhibit 99.26

Form 52-109FT2 – Certification of Interim Filings during Transition Period

I, Robert W. Rieder, President and Chief Executive Officer of Cardiome Pharma Corp., certify that:

1.	I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52- 109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Cardiome Pharma Corp. (the issuer) for the interim period ending March 31, 2005;

2.	Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings; and

3.	Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings.

Date: May 16, 2005


“Bob Rieder”
Robert W. Rieder President and Chief Executive Officer

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