Your use of MDS Inc.'s Website at www.mdsinc.com constitutes your acceptance of the terms and conditions of use ("Terms") contained herein. We encourage you to read and familiarize yourself with the Terms. Any rights not expressly granted herein are reserved. MDS reserves the right to change the Terms hereof at any time. Users are responsible for regularly reviewing the Terms. Continued use of the Website following such changes shall constitute user's acceptance of the changes.

These Terms were last revised on September 8, 2009.

Warranty Disclaimer
This Website and all of the information it contains is provided for informational purposes only. You may download content only for your personal use for non-commercial purposes. No modification or further reproduction of the content is permitted. MDS Inc. and its subsidiary and affiliated companies ("MDS") makes no representation about the suitability of the information on this Website for any purpose. This Website and all information is provided "as is" without warranty of any kind whether express or implied, including but not limited to implied warranties of merchantability and non-infringement, with respect to the site or any information. There is no warranty, representation or guarantee related to the accuracy, timeliness or completeness of any information. MDS does not warrant that the site and/or information will be free from defects, program limitations, viruses or other harmful components, or that the site will be accessible and perform in accordance with your expectations. Use of the site is at your own risk.

Content Disclaimer
MDS shall not be responsible for any errors or omissions contained in this Website. The Company reserves the right at its sole discretion to modify, supplement or delete the content of this site at any time or for any reason without notice.

By use of the Website, the user acknowledges and accepts that the information published on the Website may contain technical or typographical errors or inaccuracies.

License Disclaimer
Use of this Website does not confer any license under any of MDS's or any third party's intellectual property rights, whether by estoppel, implication or in any other manner.

Links
MDS's Website may provide links or reference to other sites. The links will allow you to leave the MDS Website and enter other Websites. The links are provided to users as a service and are not sponsored by or affiliated with this Website or under the control of MDS. No referenced or linked site implies endorsement, sponsorship, association or verification by MDS of such referenced or linked site. MDS is not responsible for, and makes no representation or warranties concerning the content of any of the referenced sites, or any linked site, or any link contained in a linked site. Your use of any referenced or linked site may be subject to terms and conditions contained in such site, which you should locate and review carefully prior to use.

Forward Looking Statement

From time to time, the Corporation makes written or oral forward-looking statements within the meaning of certain securities laws, including under applicable Canadian securities laws. This Offer to Purchase and Circular contains forward-looking statements, including, but not limited to, statements with respect to the Offer, the Corporation's operations and financial results, the Corporation's intentions concerning the operation of its business in the future, the liquidity of the Shares if the Offer is completed, as well as statements with respect to the Corporation's beliefs, plans, objectives, expectations, anticipations, estimates and intentions. The words “may”, “could”, “should”, “would”, “outlook”, “believe”, “plan”, “anticipate”, “estimate”, “project”, “expect”, “intend”, “indicate”, “forecast”, “objective”, “optimistic”, and words and expressions of similar import, are intended to identify forward-looking statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Readers are cautioned not to place undue reliance on these statements as a number of important factors could cause actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to: the number of Shares, if any, deposited to the Offer by certain significant Shareholders and the price or prices at which they choose to deposit their Shares; management of operational risks; the strength of the global economy, in particular the economies of Canada, the United States, the European Union, Japan and the other countries in which the Corporation conducts business; the stability of global equity markets; the Corporation's ability to complete the planned sales of our MDS Pharma Services Early Stage operations in a timely manner, obligations retained and projected adjustments with respect to such sales and their success as ongoing businesses; the Corporation's ability to retain customers as a result of any perceived uncertainty related to the planned sales of the Corporation's MDS Pharma Services Early Stage operations; the fact that the Corporation's operations will be substantially reduced as a result of the sale of MDS Analytical Technologies and MDS Pharma Services Early Stage operations; successful implementation of structural changes, including restructuring plans; the likely need of the Corporation to negotiate a new credit agreement which may not be on terms favourable to the Corporation; the assumption by the Corporation of liabilities relating to the businesses sold by the Corporation; the Corporation's ability to complete other strategic transactions and to execute them successfully; the Corporation's ability to secure a reliable supply of raw materials, particularly cobalt and critical medical isotopes; the impact of the movement of certain currencies relative to other currencies, particularly the United States dollar, Canadian dollar and the Euro; changes in interest rates in Canada, the United States and elsewhere; the effects of competition in the markets in which the Corporation operates; the timing and technological advancement of new products introduced by the Corporation or by competitors; the Corporation's ability to manage its research and development; the impact of changes in laws, trade policies and regulations, and enforcement thereof; regulatory actions; judicial judgments and legal proceedings; the Corporation's ability to maintain adequate insurance; the Corporation's ability to successfully realign its organization, resources and processes; the Corporation's ability to retain key personnel; the Corporation's ability to have continued and uninterrupted performance of its information technology systems; the Corporation's ability to compete effectively; the risk of environmental liabilities; the Corporation's ability to maintain effectiveness of its clinical trials; new accounting standards that impact the methods the Corporation uses to report its financial condition; uncertainties associated with critical accounting assumptions and estimates; the possible impact on the Corporation's businesses from third-party special interest groups, certain of the Corporation's employees subject to collective-bargaining, environmental and other regulations, natural disasters, public-health emergencies and pandemics, international conflicts and other developments, including those relating to terrorism; other risk factors described in section 3.10 of the Corporation's annual information form for the fiscal year ended October 31, 2009; and the Corporation's success in anticipating and managing these risks.

The foregoing list of factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the Corporation, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Corporation does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by the Corporation or on its behalf, except as required by law.

Trademarks
Certain words, phrases, names, designs or logos used on this Website may constitute trademarks, service marks or trade names of MDS or other entities. The display of any such marks or names on the Website does not imply that any license has been granted by MDS or any other entity. The use of any MDS trademarks or trade names without obtaining the prior written consent of MDS is strictly prohibited.

Compliance with Law
You shall not use and/or access this Website and/or the information contained herein in any manner that will violate any applicable local, provincial, national, international or foreign law, including, but not limited to, any regulations having the force of law. Some jurisdictions may have restrictions on the use of the Internet by their residents. You agree not to impersonate another person in your use of the Website or the sending of any e-mail to an address listed on the Website. You may not use the Website in any manner which could damage, disable, overburden or impair the Website, interfere with any other party's use and enjoyment of the Website, or compromise the integrity of, or otherwise modify, the information.

Indemnity Resulting from Your Use of the Website
As a condition of use of this Website, you agree to indemnify and hold MDS, its employees, directors and related entities harmless from and against any and all liabilities, costs and expenses, including reasonable attorney's fees, damages arising out of claims resulting from your use of this Website, including without limitation any claim alleging violation by you of the terms hereof.

Unsolicited Information, Ideas or Concepts
Any information, ideas or concepts provided by you to any MDS Website or otherwise to MDS by electronic mail is provided on a non-confidential basis. MDS shall be entitled to reproduce, publish or otherwise use such information, ideas or concepts in any way, for any purpose and without compensation.

Agreement
Unless otherwise specified, the terms hereof constitute the entire agreement between you and MDS with respect to your use of the Website and information. The laws of the Province of Ontario and the laws of Canada applicable therein shall govern as to the interpretation, validity and effect of the terms hereof, notwithstanding any conflict of laws provisions of your domicile, residence or physical location.