FIFTH AMENDMENT TO AGREEMENT
THIS FIFTH AMENDMENT TO AGREEMENT ("Fifth Amendment") is made and effective as of this 17th
day of December, 2003, by and between MDS (CANADA) INC., MDS NORDION division, successor to
MDS NORDION INC. ("Nordion"), and Biogen Idec Inc. ("Biogen Idec") (formerly IDEC Pharmaceuticals
A. Nordion and Biogen Idec are parties to that certain Agreement dated May 14, 1999, whereby Nordion
agreed to manufacture and supply Isotope for use with Biogen Idec's Labelled Drug ("Original Agreement").
B. The Original Agreement was subsequently amended by a letter agreement between the parties dated January
25, 2000 ("First Amendment"), a letter agreement between the parties dated March 21, 2000 relating to Isotope
dose size ("Isotope Dose Size Letter"), a Letter Agreement between the parties dated March 22, 2001 ("Second
Amendment"), a Third Amendment to Agreement dated November 12, 2001 ("Third Amendment") and a Fourth
Amendment to Agreement dated June 10, 2003 ("Fourth Amendment"). The Original Agreement, as amended by
the First Amendment, Isotope Dose Size Letter, Second Amendment, Third Amendment and Fourth Amendment
are collectively referred to herein as the "Agreement."
C. Nordion, Biogen Idec and Union Bank of California, N.A. (the "Escrow Agent") are also parties to that
certain Escrow Agreement dated November 12, 2001 ("Escrow Agreement").
D. Nordion and Biogen Idec desire to further amend the Agreement as set forth in this Fifth Amendment.
E. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed to them in the
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained the sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. PAYMENT. IDEC acknowledges that Nordion has made a significant investment in Isotope facilities and
manufacturing capabilities at both its facilities in Canada and Belgium in order to meet Biogen Idec's