Exhibit I
MEMORANDUM OF AGREEMENT made as of the 5th day of May, 2004.
BY AND BETWEEN: TORQUAY CONSULTADORIA Y SERVICOS LDA, a corporation duly
incorporated according to law having its principal office
at Av. Xxxxxxx, Edificio Marina Forum 6(degree) andar Sala
605 Se Funchal Madeira 05114/000609, fax number 41 (22) 908
11 61;
(hereinafter referred to as the "VENDOR")
AND: POWER TECHNOLOGY INVESTMENT CORPORATION, a company duly
incorporated according to law having its principal office
at 000 Xxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxxx, X0X 0X0, Xxxxxx,
fax number 000.000.0000;
(hereinafter referred to as the "PURCHASER")
(the Vendor and the Purchaser are sometimes hereinafter
collectively referred to as the "PARTIES")
WHEREAS the Vendor desires to sell to the Purchaser 300,000
common shares in the share capital of Neurochem Inc. (the "SHARES") and the
Purchaser desires to purchase the Shares for an aggregate purchase price of ten
million eight hundred thousand Canadian dollars (CDN$10,800,000) (the "PURCHASE
PRICE").
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the mutual covenants herein set forth, the Parties agree as follows:
1. The preamble hereto shall form part hereof, as if herein set
forth at length.
2. The Vendor hereby sells, assigns and transfers unto the
Purchaser, hereto present and accepting, and the Purchaser hereby purchases from
the Vendor, all of Vendor's right, title and interest in and to the Shares, the
whole in consideration of the Purchase Price.
3. The Purchase Price for the Shares shall be satisfied by wire
transfer to Vendor's bank in exchange for the Shares to be delivered against
payment to an account to be designated by the Purchaser in writing.
4. The Vendor hereby expressly represents and warrants to the
Purchaser the following:
i) that the Vendor has the full right, capacity and authority
to enter into this Agreement;
ii) that the Vendor is the legal and beneficial owner of the
Shares and that such Shares are free and clear of all liens,
charges, hypothecs or other encumbrances of any kind, nature
or description whatsoever;
iii) that no person, firm or corporation has any agreement,
option or right capable of becoming an agreement or option
for the purchase of any of the Shares; and
iv) that the Vendor is not a resident of, and has no place of
business or other establishment in, Canada, that its address
as shown in the records of Neurochem Inc. is not in Canada
and it has not been present in Canada to execute this
Agreement or in respect of any discussions pertaining to
this Agreement or the acquisition of Shares contemplated
hereby.
5. The Purchaser hereby expressly warrants and represents to the
Vendor that it has the full right, capacity and authority to enter into this
Agreement.
6. The representations and warranties of the Parties contained
herein shall survive the execution of this Agreement and shall continue to
remain in full force and effect.
7. Each of the Parties shall from time to time, at the request of
the other party and without further consideration, execute such further
instruments of conveyance and take such other actions as the requesting party
may reasonably require to more effectively convey and transfer the Shares to the
Purchaser. The Parties will furthermore sign all documents and do all things
necessary to give effect to the present transaction and as may be required by
applicable law in connection therewith.
8. This Agreement may be executed in counterpart and by facsimile
signature to be followed by an original by courier.
9. This Agreement shall be construed and interpreted in accordance
with the laws of the Province of Quebec and the laws of Canada applicable
therein.
10. This Agreement shall enure to the benefit of and be binding upon
the Parties, their respective successors, administrators, representatives, heirs
and assigns.
11. The Parties acknowledge that they have requested and are
satisfied that this agreement and all other documents and notices related
thereto be drawn up in English. Les parties aux presentes reconnaissent qu'elles
ont exige que cette convention et tous les documents et avis y afferents soient
rediges en anglais et s'en declarent satisfaites.
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IN WITNESS WHEREOF, the Parties have executed the present
Agreement.
TORQUAY CONSULTADORIA Y SERVICOS LDA
Per: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------
Dated: May 6, 2004
POWER TECHNOLOGY INVESTMENT CORPORATION
Per: /s/ Xxxxx Xxxxx
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Dated: May 5, 2004
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