U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A. Name of issuer or person filing ("Filer"):
NEUROCHEM INC.
B. (1) This is [check one]:
[X] an original filing for the Filer
[ ] an amended filing for the Filer
(2) Check the following box if you are filing the Form F-X in paper in
accordance with Regulation S-T Rule 101(b)(9) [ ]
C. Identify the filing in conjunction with which this Form being filed:
Name of registrant: Neurochem Inc.
Form type: Form F-10
File Number (if known): 333-140039
Filed by: Neurochem Inc.
Date Filed (if filed concurrently, so indicate): January 17, 2007
(concurrently herewith)
D. The Filer is incorporated or organized under the laws of:
Canada
and has its principal place of business at:
275 Armand-Frappier Boulevard
Laval, Quebec H7V 4A7, Canada
(450) 680-4500
E. The Filer designates and appoints:
CT Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 894-8400
("Agent") as the agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in:
(a) any investigation or administrative proceeding conducted by the
Commission; and
(b) any civil suit or action brought against the Filer or to which the
Filer has been joined as defendant or respondent, in any appropriate
court in any place subject to the jurisdiction of any state or of the
United States or of any of its territories or possessions or of the
District of Columbia, where the investigation, proceeding or cause of
action arises out of or related to or concerns (i) any offering made
or purported to be made in connection with the securities registered
or qualified by the Filer on Form F-10 to be filed on January 17,
2007, or any purchases or sales of any security in connection
therewith; (ii) the securities in relation to which the obligation to
file an annual report on Form 40-F arises, or any purchases or sales
of such securities; (iii) any tender offer for the securities of a
Canadian issuer with respect to which filings are made by the Filer
with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the
securities in relation to which the Filer acts as trustee pursuant to
an exemption under Rule 10a-5 under the Trust Indenture Act of 1939.
The Filer stipulates and agrees that any such civil suit or action or
administrative proceeding may be commenced by the service of process
upon, and that service of an administrative subpoena shall be effected
by service upon such agent for service of process, and that service as
aforesaid shall be taken and held in all courts and administrative
tribunals to be valid and binding as if personal service thereof had
been made.
F. Each person filing this Form in connection with:
(a) the use of Form F-9, F-10, 40-F, or SB-2 or Schedule 13K-4F, 14D-1F or
14D-9F stipulates and agrees to appoint a successor agent for service
of process and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept service on behalf
of the Filer at any time until six years have elapsed from the date
the issuer of the securities to which such Forms and Schedules relate
has ceased reporting under the Exchange Act;
(b) the use of Form F-8, Form F-80 or Form CB stipulates and agrees to
appoint a successor agent for service of process and file an amended
Form F-X if the Filer discharges the Agent or the Agent is unwilling
or unable to accept service on behalf of the Filer at any time until
six years have elapsed from the effective date of the latest Amendment
to such Form F-8, Form F-80 or Form CB;
(c) its status as trustee with respect to securities registered on Form
F-7, F-8, F-9, F-10, F-80, or SB-2 stipulates and agrees to appoint a
successor agent for service of process and file an amended Form F-X if
the Filer discharges the Agent or the Agent is unwilling or unable to
accept service on behalf of the Filer at any time during which any of
the securities subject to the indenture remain outstanding; and
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(d) the use of Form 1-A or other Commission form for an offering pursuant
to Regulation A stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer
discharges the Agent or the Agent is unwilling or unable to accept
service on behalf of the Filer at any time until six years have
elapsed from the date of the last sale of securities in reliance upon
the Regulation A exemption.
Each filer further undertakes to advise the Commission promptly of any
change to the Agent's name and address during the applicable period by
amendment of this Form, referencing the file number of the relevant form in
conjunction with which the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance
with General Instruction I.(e) of this Form, undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by
the Commission staff, and to furnish promptly, when requested to do so by
the Commission staff, information relating to: the Forms, Schedules, and
offering statements described in General Instructions I.(a), I.(b), I.(c),
I.(d) and I.(f) of this Form, as applicable; the securities to which such
Forms, Schedules and offering statements relate; and the transactions in
such securities.
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The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City Laval, Province of Quebec,
Country of Canada, this 16th day of January, 2007.
NEUROCHEM INC.
By: /s/ David Skinner
------------------------------------
Name: David Skinner
Title: Vice President, General Counsel
& Corporate Secretary
This statement has been signed by the following person in the capacity and on
the date indicated.
CT Corporation System, as Agent for
Service of Process for Neurochem Inc.
By: /s/ Michael J. Mitchell
---------------------------------
Name: Michael J. Mitchell
Title: Vice President
Date: January 16, 2007
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