Exhibit J
WAIVER
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Effective as of April 30, 2004
We refer to the Shareholders Agreement dated December 17, 2001 by and among
Power Technology Investment Corporation ("PTIC"), ▇▇▇▇ ▇▇▇▇▇▇, es qualite,
trustee of the FMRC Family Trust ("FMRC"), Picchio Pharmaceuticals Inc. (now
Picchio Pharma Inc.) ("PICCHIO") and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Intervenant), as
amended (the "SHAREHOLDERS AGREEMENT").
PTIC is independently considering investing in or acquiring shares of Neurochem
Inc. ("NEUROCHEM"). The undersigned hereby consent to an investment in or
acquisition of up to 300,000 common shares of Neurochem by PTIC prior to May 30,
2004 and consequently waive the rights pursuant to Article 9 of the Shareholders
Agreement in connection with such contemplated investment/acquisition.
This waiver shall not be deemed or construed to be a waiver with respect to any
other independent investment by the parties to the Shareholders Agreement.
POWER TECHNOLOGY INVESTMENT CORPORATION
Per: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, es qualite, trustee of the
FMRC Family Trust
PICCHIO PHARMA INC.
Per: /s/ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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/s/ ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Intervenant)