Exhibit 4.5
FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1 NAME AND ADDRESS OF COMPANY
Neurochem Inc. ("Neurochem")
275 Armand-Frappier Blvd.
Laval, Quebec
H7V 4A7
ITEM 2 DATE OF MATERIAL CHANGE
February 23, 2005
ITEM 3 NEWS RELEASE
A press release was disseminated by Canada Newswire on February 23,
2005 from Montreal, Quebec.
ITEM 4 SUMMARY OF MATERIAL CHANGE
Neurochem announced that it has filed a short form preliminary
prospectus with the Canadian securities regulators and a registration
statement with the U.S. Securities and Exchange Commission in
connection with an offering of its common shares (the "Offering").
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
The Offering will consist of a new issue of 4,000,000 common shares of
Neurochem. UBS Investment Bank will be acting as the sole book running
underwriter in this Offering, and CIBC World Markets Inc., Piper
Jaffray, BMO Nesbitt Burns Inc., Desjardins Securities Inc., Fortis
Securities LLC and Wells Fargo Securities will be acting as
co-managers.
The net proceeds from the Offering will be used to fund Neurochem's
clinical trials of its investigational product candidates, primarily
Alzhemed(TM), as well as to further complete pre-clinical and research
and development programs and the balance for the marketing of
Fibrillex(TM), working capital and general corporate purposes.
ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
This report is not being filed on a confidential basis.
ITEM 7 OMITTED INFORMATION
N/A
ITEM 8 EXECUTIVE OFFICER
For further information, please contact Lise Hebert, Vice-President,
Corporate Communications, at 450.680.4572.
ITEM 9 DATE OF REPORT
February 28, 2005
(signed) David Skinner
---------------------------------------------
David Skinner
General Counsel and Corporate Secretary