Investor Relations

Biovail Announces Further Corporate-Governance Enhancements

TORONTO--(BUSINESS WIRE)--May 20, 2005--Biovail Corporation (NYSE:BVF)(TSX:BVF):

    --  Jamie Sokalsky, William (Bill) Wells, Dr. Douglas Squires to
        be Considered by Shareholders for Board Positions;

    --  Standard & Poor's Issues Biovail's Corporate Governance Score;

    --  Biovail Management Proxy Circular for Annual & Special Meeting
        Now Available, Includes Governance Report

Biovail Corporation (NYSE:BVF)(TSX:BVF) today announced a number of developments in its ongoing governance-enhancement initiative. This initiative forms part of the commitment to increased investor confidence announced by Executive Chairman Eugene Melnyk in June 2004.

Biovail today mailed its Management Proxy Circular to its shareholders in connection with the Annual and Special Meeting of Shareholders (the "Meeting"), to be held Tuesday, June 28, 2005, at the Toronto Stock Exchange Conference Centre. The Circular proposes two new independent candidates, together with the Company's Chief Executive Officer, for election to the Company's Board of Directors. The Circular has been significantly enhanced and expanded over previous years, and includes a comprehensive description of the corporate-governance changes put in place at Biovail over the past 12 months. In addition, Biovail announced the release of an assessment of the Company's corporate governance practices and policies conducted by Standard & Poor's at the request of Biovail's Board of Directors.

The Board of Directors has approved the nominations of Jamie Sokalsky, Executive Vice-President and Chief Financial Officer of Barrick Gold Corporation (NYSE, TSX, SWX, BOURSE: ABX) (LSE: BGD), William (Bill) Wells, Chief Financial Officer of Bunge Limited (NYSE: BG) and Dr. Douglas Squires, Biovail's CEO for election, or appointment, to the Company's Board of Directors. The nominations will be considered by the Company's shareholders at the Meeting.

"Jamie Sokalsky and Bill Wells bring independence, plus a depth of financial reporting, public company, international business and governance experience to the Board," said Biovail Executive Chairman Eugene Melnyk. "Their nominations reflect Biovail's commitment to its ongoing Board-renewal process and corporate governance-enhancement initiative. We're delighted to have candidates of their calibre, and we look forward to their positive contributions to the Board.

"Since he joined Biovail in November 2004, Doug Squires has already made a significant contribution to the Company. Doug brings more than 29 years of pharmaceutical industry experience to Biovail, and having him on the Board will be a definite asset."

Ongoing Board Renewal Process

The nominations are the result of an ongoing Board-renewal process designed to enhance the Board's skill set, and reinforce its independence from management. A comprehensive search was held to identify, among other candidates, individuals with solid financial expertise and who are conversant with public-company reporting requirements. The search was conducted by executive-search firm Egon Zehnder International, and was overseen by the Nominating and Corporate Governance Committee.

A majority of Biovail's current directors are resident Canadians, as is required by Ontario's corporate statute. Given the Company's extensive business activity in the United States, the Board believes it is important for it to have the flexibility to add additional directors (such as Mr. Wells) who are not resident Canadians. Accordingly, the shareholders will be asked at the Meeting to approve Biovail's continuance under the federal corporate statute, which requires that 25% of directors be resident Canadians. Dr. Squires (a Canadian citizen who resides in the United States) will join the Board if the continuance and his appointment to the Board are approved by shareholders at the Meeting. If the shareholders indicate their support, the Board intends to appoint Dr. Squires to the Board as soon as the continuance is complete, which is expected sometime in the several weeks following the Meeting.

Earlier this year, Rolf Reininghaus advised the Board earlier this year of his intention to retire from the Board and from his executive position as Senior Vice-President, Corporate and Strategic Development with Biovail. Roger Rowan also advised the Board earlier this year that he does not expect to be able to devote the necessary time and attention necessary to the work of the Board over the coming year and, accordingly, asked that his name not be put forward this year.

Jamie Sokalsky

Jamie Sokalsky of Toronto, Ontario, is Executive Vice-President and Chief Financial Officer of Barrick Gold Corporation, a publicly traded company with listings on the Toronto Stock Exchange (TSX), New York Stock Exchange (NYSE) and other international stock exchanges, and one of the largest gold-mining companies in the world. As CFO, a position he has held since 1999, his responsibilities include all of the company's financial functions, including Investor Relations. He has had considerable experience and interaction with the banking and investor communities in Canada and the United States. Mr. Sokalsky is also well versed in governance matters. He is engaged in significant interaction with Barrick's external auditors, government and regulatory agencies and the Board of Directors. He has a high level of familiarity with Canadian and U.S. reporting requirements, including adherence to Sarbanes-Oxley regulations.

Before joining Barrick as Treasurer in 1993, Mr. Sokalsky spent 10 years with George Weston Limited, one of North America's largest food-processing and distribution companies. He served as Assistant Treasurer between 1986 and 1993, following three years in other treasury and accounting roles. Mr. Sokalsky began his professional career with Ernst & Whinney Chartered Accountants.

William (Bill) Wells

William (Bill) Wells of Briarcliff Manor, New York, is Chief Financial Officer of Bunge Limited, a US$25-billion public company engaged in the global agribusiness, fertilizer and food-product industries. Appointed to that position in 2000, he is responsible for all of the company's financial functions.

Prior to joining Bunge, Mr. Wells spent 10 years in senior financial management positions within McDonald's Corporation in the United States and Brazil. His roles included Director of Finance for the United States and Latin America; Chief Financial Officer (Brazil); and Chief Executive of System Capital Corporation, the McDonald's system's dedicated finance company. Before joining McDonald's, Mr. Wells served six years in a number of capacities, with Citibank in New York and Brazil.

Mr. Wells is experienced in corporate-governance matters as well, having led Bunge's initial public offering on the NYSE, and managed its Sarbanes-Oxley compliance process and Investor Relations function. He is currently a member of the Standard & Poor's Corporate Issuer Advisory Board.

Mr. Sokalsky will be asked to join the Board's Audit Committee. Mr. Wells will be asked to join the Audit Committee and the Risk and Compliance Committee of the Board.

Dr. Douglas Squires

Before joining Biovail in November 2004, Dr. Douglas Squires spent six years at MDS Inc., the last three as President and Chief Executive Officer of MDS Pharma Services, which provides drug-discovery and development services to pharmaceutical and biotechnology companies in 24 countries. Before joining MDS, Dr. Squires spent more than 22 years with The Upjohn Company and Pharmacia Upjohn Inc., where he held multiple senior portfolios in Canada, the United States and the Pacific Rim.

Board Composition

If the individuals being presented to shareholders in the Circular are elected or appointed to the Board, Mr. Sokalsky, Mr. Wells and Dr. Squires will join Eugene Melnyk (Executive Chairman), William Bristow, Dr. Laurence Paul, Michael Van Every and Sheldon Plener on the Biovail Board. More than a majority of these individuals are independent for all legal and regulatory purposes.

Risk and Compliance Committee

In recent weeks Biovail's Board of Directors resolved to establish a Risk and Compliance Committee, effective immediately following the Meeting. This committee will be responsible for reviewing with management the risks facing Biovail, the management of those risks, and the development and implementation of Biovail's Strategic Plan in light of those risks. It will also assist the Board in overseeing Biovail's compliance programs.

"It's essential that any Board understand the risks facing its Company," Mr. Melnyk said. "We believe that the establishment of a Risk and Compliance Committee will assist our Board and Biovail in effectively managing those risks. If elected to the Board, Bill Wells has agreed to sit on this committee, which will allow the Board to benefit from his significant experience in matters relating to risk identification and compliance.

"Compliance with all of our legal and regulatory requirements is also of utmost importance to us. That's why we're asking this committee to assist the Board in monitoring Biovail's compliance programs and report to the Board on any areas of concern."

Standard & Poor's Issues Biovail Corporate Governance Score

Biovail today commented on the Biovail Corporate Governance Score issued by Standard & Poor's (S&P), under a separate news release issued by S&P. Biovail received a score of 6+, based on results in such areas as ownership structure and external influences; shareholder rights and stakeholder relations; transparency, disclosure and audit; and, Board structure and effectiveness. The Company's overall score of 6+ is at the top end of the "moderate" ranking on the scale used by Standard & Poor's to rank corporate-governance practices.

"Biovail is making progress in establishing a more robust corporate-governance structure," the report stated, citing reforms in such areas as shareholder rights, disclosure, the Audit Committee, Board structure and effectiveness, and executive compensation. In noting that "the direction appears to be positive," the report observed that "the driving force behind the commitment to governance enhancements at Biovail has been Mr. Melnyk himself, the Company's founder and executive chair."

"We're encouraged by the findings of the governance score process," Mr. Melnyk said. "The Board initiated this review to establish an independent baseline to identify areas where enhancements could be made. We've already taken measures that address some of the report's observations. We'll review the ways in which we can address others as we move forward."

Management Proxy Circular

Biovail also announced today that the Management Proxy Circular in the matter of the upcoming Meeting on June 28, 2005, has been mailed and is available electronically on the Biovail page at www.sedar.com, which is accessible from the Investor Relations site on biovail.com, the Company's Web site. The Circular also contains a full report on the governance-enhancement process initiated since the last Meeting on June 25, 2004.

Governance-enhancement initiatives to date include the development of written charters for the Board, Board committees, the Executive Chairman, the Chief Executive Officer and the Chairs of the Nominating and Corporate Governance Committee, and of the Audit Committee; underscoring in the written job description the Chairman of the Corporate Governance Committee's leadership position on the Board; reviewing the committee structure and the membership of each Board committee; reviewing the system of director compensation; discontinuing stock options for directors in favor of deferred stock units; increasing the frequency of in-camera meetings of directors; establishing a Board Secretariat and other resources to provide directors with the information and support they need to perform their duties; reviewing the existing disclosure process; establishing a Disclosure Committee consisting of senior officers of the Company; initiating a formal performance-evaluation process covering the Board, its committees and individual directors; announcing that all members of the Board will become members of the Institute of Corporate Directors; instituting a comprehensive continuing-education program for all directors; adopting a formal orientation program for new directors; adopting individual voting for nominees to the Board; initiating a Board-renewal and succession process; developing profiles of director candidates; engaging Egon Zehnder to assist in that process; separating the roles of Chairman and CEO; appointing a CEO (Dr. Squires) and other senior executives; and engaging Carol Hansell, a partner at Davies Ward Phillips & Vineberg LLP and a leading legal authority on governance matters, to advise the Board on best practices.

About Biovail Corporation

Biovail Corporation is specialty pharmaceutical company, engaged in the formulation, clinical testing, registration, manufacture, and commercialization of pharmaceutical products utilizing advanced drug-delivery technologies. For more information about Biovail, visit the Company's Web site at www.biovail.com.

For further information, please contact Ken Howling at 905-286-3000 or send inquiries to ir@biovail.com.

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of 1995

To the extent any statements made in this release contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. Our actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as "believe", "anticipate", "expect", "intend", "plan", "will", "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements include, but are not necessarily limited to, risks and uncertainties, including the difficulty of predicting U.S. Food and Drug Administration and Canadian Therapeutic Products Directorate approvals, acceptance and demand for new pharmaceutical products, the impact of competitive products and pricing, new product development and launch, reliance on key strategic alliances, tax rate assumptions, availability of raw materials and finished products, the regulatory environment, the outcome of legal proceedings, fluctuations in operating results and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission and the Ontario Securities Commission. Biovail undertakes no obligation to update or revise any forward-looking statement.

CONTACT: Biovail Corporation
Kenneth G. Howling, 905-286-3000

SOURCE: Biovail Corporation