FORM 51–102F3
MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102
Item 1 Name and Address of Company
Ondine Biopharma Corporation
1100 Melville Street, Suite 910
Vancouver, B.C.
V6E 4A6
(the "Company" or "Ondine")
Item 2 Date of Material Change
January 6, 2009
Item 3 News Release
A press release was issued by the Company through newswire services on January 7, 2009.
Item 4 Summary of Material Change
Ondine Biopharma Corporation announced management and board changes. Carolyn Cross, the Company’s Chief Executive Officer, has been appointed Chairman of Ondine’s Board of Directors, replacing Mr. Pierre Leduc who resigned his positions of Executive Chairman and a Director of the Company effective January 6, 2009. Dr. Nicolas Loebel has been appointed President of the Company. Mr. Thomas Dawson has been appointed Chief Operating Officer of the Company. Dr. Cale Street has been appointed Vice-President of Research of Ondine’s wholly-owned subsidiary, Ondine Research Laboratories, Inc.
Item 5 Full Description of Material Change
Dr. Cale Street has been appointed Vice-President of Research of Ondine’s wholly-owned subsidiary, Ondine Research Laboratories, Inc. ("ORL"); located at the Company’s research facilities in Bothell, Washington. Mr. Thomas Dawson, who continues as an officer of ORL, has been appointed Chief Operating Officer of the Company. Dr. Nicolas Loebel, who continues as an officer of ORL and as Chief Technology Officer of the Company, has been appointed President of the Company.
Carolyn Cross, who continues to hold the title of Chief Executive Officer of the Company, has been appointed Chairman of Ondine’s Board of Directors, replacing Mr. Pierre Leduc who has resigned his positions of Executive Chairman and a Director of the
Company effective January 6, 2009. Ondine wishes to thank Mr. Leduc for his contributions to the Company over the past 4 years and wishes him every success in his future endeavours.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51–102
Not applicable.
Item 7 Omitted Information
Not applicable.
Item 8 Executive Officer
Carolyn Cross
President and Chief Executive Officer
1100 Melville Street, Suite 910
Vancouver, British Columbia
V6E 4A6
Tel: (604) 669-0555
Item 9 Date of Report
January 12, 2009
