Neptune Technologies & Bioressources Inc. - Exhibit 4.2 - Prepared By TNT Filings Inc.










Exhibit 4.2 - Redacted


TECHNOLOGY LICENSE AGREEMENT


       
    This TECHNOLOGY LICENSE AGREEMENT (the
“Agreement”) entered into this 15th day of October, 2008 (the
“Effective Date”) by and between Neptune Technologies & Bioressources
Inc. (“Licensor”) and Neuro Vimer Pharm Inc. renamed NeuroBioPharm Inc.
(the “Company”) (Licensor and the Company are sometimes referred to
herein individually as a “Party” and collectively as the
“Parties”). Agreement reviewed the 20 February 2009. 

        
   WHEREAS Licensor is the owner or licensee of Licensed
Intellectual Property (as hereinafter defined); and 

         
  WHEREAS the Company desires to obtain from Licensor, and
Licensor desires to grant to the Company, a license to use such Licensed
Intellectual Property in certain Licensed Fields and within a specified
Territory under the terms and conditions of this Agreement. 

        
   NOW THEREFORE, in consideration of the premises, the
mutual covenants, agreements and respective representations and warranties
contained herein, and other good and valuable consideration, the receipt and
sufficiency for which are hereby acknowledged, the Parties hereto agree as
follows: 

	1. 	
      DEFINITIONS

	 	 
		
      “Agreement” has the meaning set forth in the
      preamble.

	 	 
		
      “Additional Term” has the meaning set forth in
      Section 11.1.

	 	 
		
      “Business Day” means a day other than Saturday,
      Sunday, or any other day on which commercial banks located in Montreal are
      not required to be open for business.

	 	 
		
      “Company” has the meaning set forth in the
      Preamble.

	 	 
		
      “Company Independent Development” means any
      intellectual property created, acquired or developed by the Company that
      is not a Company Related Enhancement.

	 	 
		
      “Company Related Enhancement” means any derivative
      works from, and other improvements and enhancements to, the Licensed
      Intellectual Property and any other intellectual property created,
      acquired or developed by the Company that is directly or indirectly
      derived from on the Licensed Intellectual Property.

	 	 
		
      “Confidential Information” has the meaning set
      forth in Section 10.

	 	 
		
      “Contract Year” shall mean each twelve-month
      period following the Effective Date. 

	 	 
	 	“Cosmeceutical” means
      Nutraceuticals with cosmetic claims.
	 	 
		
      “Cost” means, with respect to a Party, all
      reasonably documented costs, fees and expenses that such Party incurs in
      performing the applicable obligation(s) under this Agreement, as such
      Party determines in good faith and on a reasonable basis, including,
      without limitation, for (a) all out-of-pocket expenses and consultant and
      vendor costs, (b) personnel wages, salaries and other compensation and
      benefits for such Party’s employees, and (c) other personnel-related
      expenses, and associated general and administrative expenses, and (d)
      direct equipment, software and services costs. With respect to any
expenses that are incurred for the benefit of the other Party or other entities
in addition to the Party, Cost will include only a fair allocation of such
multi-party expenses. 



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.




“Effective Date” has the meaning
set forth in the Preamble. 

“Enhancement Notice” shall have
the meaning set forth in Section 3.5(a) . 

“Gross Margin” means the
revenues for each Licensed Product made, used, transferred or sold by, or on
behalf of, the Company or a sublicensee of the Company in an arm’s length
transaction, less the cost of goods sold, which is defined as direct costs
attributable to the purchase of the Licensed Products by the Company, including
without limitation the cost of materials, direct labor costs, indirect expenses
such as distribution costs and sales force costs.

“Initial Term” has the meaning
set forth in Section 11.1. 

“Licensed Field” means the
development, distribution and sale of Over-the-Counter Products, Prescription
Medical Food Products and Prescription Drug Products for use in the human
Neurological Field and containing a concentration of phospholipids extracted
from Krill: (a) [REDACTED: Concentration] and/or
(b) [REDACTED: Concentration] but in such case only in combination with
at least one more bioactive ingredient in a formulation preapproved by the
Licensor, which approval shall be granted by the Licensor if such formulation
provides a significant molecular change in the bioactive component without
modifying the product to be provided by the Licensor, and only if such
Over-the-Counter Product, Prescription Medical Food Product or Prescription Drug
Product does not compete with a product developed by the Licensor at the time of
the request for such approval.

“License Grant” has the meaning
set forth in Section 2.1(a) . 

“Licensed Intellectual Property”
means, subject to the terms and conditions of this Agreement, (a) the Licensed
Patents and (b) all know-how, trade secrets, systems, copyrighted materials,
software (in object code form and, at Licensor’s sole discretion, in source code
form), technology, Confidential Information of Licensor not included in the
foregoing, and other intellectual property, other than Trademarks, owned or
controlled by, or licensed to Licensor (with the right to grant sublicenses in
the Licensed Field) as of the Effective Date and necessary for exploitation of
the Licensed Patents, in each case to the extent related to the Licensed
Field.

“Licensed Patents” means those
patents and patent applications relating to the Licensed Field owned by
Licensor, or to which Licensor has license rights (with the right to grant
sublicenses) as of the Effective Date, and set forth on Schedule A. 

“Licensed Products” means any
and all products Used, directly or indirectly, by the Company and within the
scope of one or more claims of the Licensed Patents and within the Licensed
Field.

“Net Sales” means the revenues
for each Licensed Product made, used, transferred or sold by, or on behalf of,
the Company or a sublicensee of the Company in an arm’s length transaction, less
the sum of the following actual and customary deductions (net of rebates or
allowances of such deductions received): cash, trade, or quantity discounts;
sales or use taxes imposed upon particular sales; import/export and
customs duties freight or other transportation charges; amounts repaid or
credited by reason of rejections and return of goods.

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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.




“Neurological Field” means all
conditions, abnormalities and/ or diseases related to cognitive function and/or
affective and/or neurological systems. For the avoidance of doubt, any of these
conditions, abnormalities and/or diseases may be acquired at any time in life
regardless of cause including but not limited to genetics, developmental
abnormalities, age, trauma or drugs. The Neurological Field may include
Alzheimer Disease and/ or all cognitive impairment symptoms of the different
stages of Alzheimer Disease, Attention-Deficit Hyperactivity Disorder (ADHA),
Autism, Epilepsy, Trauma, Depression, Cognitive Decline, Memory Impairment and
Dementia at all stages. 

“Nutraceutical Products” means
any Dietary Supplement or Functional Food that has proven health and medical
benefits. “Dietary Supplement” means a product isolated or purified from foods
that is generally sold in medicinal forms not usually associated with food; a
dietary supplement is demonstrated to have a physiological benefit to maintain
healthy physiological systems. “Functional Food” is similar in appearance to, or
may be, conventional food, is consumed as part of a usual diet, and is
demonstrated to have physiological benefits to maintain healthy physiological
systems beyond basic nutritional functions. 

“Nutrigenomic Products”
  means Nutraceuticals designed to interact with specific genes to reduce
  the risk of common chronic diseases by altering the expression of genes and
  the structure of an individual's genome. 

“Over-the-Counter Products”
means products intended to be used in the prevention, cure and treatment of a
disease, with a monograph safety standard, requiring no scientific review and
which can be sold without a prescription from a medical doctor or in formulation
with another OTC product where the safety monograph applies to at least one of
the ingredients in the formulation. 

“Permitted Company Licensee”
means any permitted sublicensee of the Company pursuant to the terms and
conditions of this Agreement.

“Person” means any natural
person, corporation, partnership, limited liability company, trust or any other
legal entity. 

“Prescription Drug Products”
means products intended for the prevention, cure or treatment of a disease, to
which attach specific claims, and which has received approval from each
country’s respective authorities to be marketed as a prescription drug, and
which must be prescribed by a medical doctor. 

“Prescription Medical Food
Products” means products intended to meet unique complete nutritional
requirements of a disease, which fall within the GRAS category (“Generally
Recognized As Safe”) as defined by the respective regulatory authorities of each
country in the Territory and which must be prescribed by a medical doctor and/or
doctors accredited to prescribe. 

“Related Company” means a
company that directly, or indirectly through one or more intermediaries, owns,
or is owned by, or is under common ownership with, the Company. For this
purpose, the term “own” or “ownership” means the ownership of twenty-five
percent (25%) or more of the voting shares of such corporation or of twenty-five
percent (25%) of the ownership interests in such other business entity.

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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 
		
      “Royalties” has the meaning set forth in
      Section 5.2. 

	 	 
	 	“Term” means the Initial Term and the Additional Term. 
	 	 
	 	“Territory” means worldwide.
	 	 
		
      “Third Party” means any person other than the
      Licensor, the Company or the Related Company. 

	 	 
	 	“Use” means to
      develop, use, sell, offer for sale, import, export, have imported, have
      exported, distribute, create derivative works from, improve, enhance, and
      modify; for the purpose of this Agreement, “Use” specifically excludes
      manufacturing.
	 	 
	2. 	
      LICENSE GRANT

	 	 
		
      2.1        License to
      the Company.




	 	(a) 	
      License Grant. Licensor hereby grants to the
      Company, and the Company hereby accepts, subject to the terms and
      conditions of this Agreement, an exclusive, non-transferable license for
      the Term and in the Territory to Use the Licensed Intellectual Property
      solely within the Licensed Field and, where it relates to the development
      and commercialization of Licensed Products, in accordance with the terms
      set out in Schedule B to this Agreement. (the "License Grant"). For
      purposes of clarity, the Parties agree that the Licensor: (i) retains all
      Licensed Intellectual Property rights, in relation with all fields other
      than the Licensed Field, including without limitation Nutraceutical
      Products, Cosmeceutical products and Nutrigenomic products, (ii) subject
      to Section 12, retains all rights to manufacture or have manufactured any
      Licensed Product using the Licensed Intellectual Property worldwide
      including within the Licensed Field and (iii) the Licensor cannot directly
      or indirectly and/or via a third party commercialize products containing
      an ingredient with phospholipid concentrates [REDACTED: Concentration]
      except only within a formulation with at least one or more bioactive
      ingredient and as long as this formulation provides a significant
      molecular change in the bioactive components modifying the structure of
      the Licensor’s products as developed by the Licensor on the Effective
      Date. In addition, the Parties agree that such License Grant includes the
      right for the Company to proceed to IND-enabling studies, preclinical and
      clinical studies and to make any and all regulatory filings required in
      relation to the Licensed Products.

	 	 	 	 
	 	(b) 	
      Copies. The Company shall be permitted to make
      such reasonable numbers of copies of the Licensed Intellectual Property as
      are reasonably necessary to effectuate the License Grant; provided
      however, that (i) the Company shall treat all such copies as Confidential
      Information of Licensor to be disclosed only as permitted in Section 10,
      and (ii) all such copies shall be subject to all terms and conditions of
      this Agreement.

	 	 	 	 
	 	(c) 	
      Derivative Works.

	 	 	 	 
	 		(i) 	
      The Company may create Company Related Enhancements from
      the Licensed Intellectual Property, subject to the terms of the License
      Grant.



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 		(ii) 	
      Except as may be imposed by other provisions of this
      Agreement, such as confidentiality and non-compete provisions, no
      restrictions are imposed on the Company’s rights to create Independent
      Developments.

	 	 	 	 	 
	 	(d) 	
      Sublicenses. Subject to Section 14.1, the Company
      shall have the right to sublicense the Licensed Intellectual Property but
      only with the prior written consent of Licensor, such consent to be at
      Licensor’s sole discretion, but which shall not be rejected without
      justified cause, provided that:

	 	 	 	 	 
	 		(i) 	
      the sublicense to such Permitted Company Licensee is
      pursuant to a written, valid and enforceable agreement containing terms
      and restrictions (other than fees and without sub-licensing rights) at
      least substantially the same as those contained herein, including, without
      limitation, the following:

	 	 	 	 	 
	 			(I) 	
      License grant limitations and sublicensee obligations
      relating thereto at least as restrictive as the License Grant and
      sublicense obligations set forth herein;

	 	 	 	 	 
	 			(II) 	
      Licensor ownership of Licensed Intellectual Property, and
      Licensor license rights to Company Related Enhancements and to Company
      Independent Development by such sublicensee at least as broad as those
      contained herein; and

	 	 	 	 	 
	 			(III) 	
      Obligations on the Permitted Company Licensee at least as
      broad, and rights at least as favorable to Licensor, as those contained
      herein regarding protection of Licensed Intellectual Property, audit
      rights, remedies and liability limitations, representations, warranties,
      confidentiality, termination, governing law and other miscellaneous
      provisions.




	 	(ii) 	
      notwithstanding Section 2.1(d)(i) above:

	 	 	 	 
	 		(I) 	
      No sublicensing of any Permitted Company Licensee will
      include any representations or warranties, express or implied, made on
      behalf of Licensor;

	 	 	 	 
	 		(II) 	
      Except for damages related to the manufacturing of the
      Licensed Products by Licensor, Licensor will not be liable for any
      damages, whether direct, indirect, incidental, consequential, special,
      punitive or other liability, arising under any such sublicenses, and the
      Company will at its cost defend and hold the Licensor harmless in relation
      thereto; and

	 	 	 	 
	 		(III) 	
      Any such sublicense agreement will expressly provide that
      Licensor is a third party beneficiary of that sublicense
  agreement;



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 		(iii) 	
      no sublicense will be permitted if it has, or is
      reasonably likely to have, any material adverse legal, financial or tax
      effect on Licensor; and

	 	 	 	 
	 		(iv) 	
      the Company shall be liable for any action or inaction on
      the part of any sublicensee of the Company.

	 	 	 	 
	 	(e) 	
      Scope of License. Except for such rights expressly
      granted to the Company herein, no license, right, title or interest in or
      to the Licensed Intellectual Property is granted to the Company or any
      other entity, either expressly or by implication, estoppel or
      otherwise.




	 	2.2 	
      Licensed Third Party Technology. Except as
      otherwise set forth in Section 5.4, for all third party intellectual
      property licensed or sublicensed by Licensor for use with or within the
      Licensed Intellectual Property in connection with the Company’s business,
      the Company shall bear the Cost of such license or sublicense, based on
      the following principles: (a) where the third party licensor negotiates
      with the Licensor a reasonable fee for the Company, the Company shall pay
      100% of such fee; (b) where the third party licensor fee is based on a
      usage or other trackable methodology directly related to the licensed
      third party intellectual property, the Company shall pay its applicable
      proportion as certified by Licensor in a notice to the Company; and (c)
      where the third party licensor has set a general fee, Licensor shall
      determine a reasonable pro rata allocation of such fee to the
      Company and other beneficiaries of the license grant.

	 	 	 
	 	2.3 	
      Licensor Right to Control Its Business. Nothing in
      this Agreement shall restrict Licensor from modifying, discontinuing use
      of, or ceasing support for any of the Licensed Intellectual Property
      without liability or obligation to the Company or any third party,
      provided, however, that Licensor shall use commercially reasonable efforts
      (a) to provide the Company with sufficient advanced notice of any such
      modifications, discontinuations or cessations of support to allow the
      Company to take appropriate actions to minimize any adverse effect on the
      Company, and (b) and to implement such modifications, discontinuations,
      and cessations of support in a manner intended to minimize any material
      adverse effect on the Company's business or operations, so long as such
      notice and such minimization efforts do not nor are likely to have a
      material adverse effect on Licensor. Notwithstanding the foregoing, the
      notice to be provided by the Licensor in accordance with subsection (a)
      above shall be of at least thirty (30) days.

	 	 	 
	 	2.4 	
      Technology Transfer. To the extent reasonably
      necessary for the Company to exercise its rights and perform its
      obligations under this Agreement, promptly after the Effective Date,
      Licensor shall provide to the Company one (1) copy of each physical
      embodiment of the Licensed Intellectual Property controlled by Licensor on
      the Effective Date (and, from time to time thereafter during the Term,
      promptly after Licensor obtains control of any additional Licensed
      Intellectual Property).




	3. 	
      OWNERSHIP OF INTELLECTUAL PROPERTY; RIGHTS TO
      ENHANCEMENTS

	 	 	 
		3.1 	
      Ownership of Licensed Intellectual Property. The
      Company acknowledges that Licensor and its licensors own and shall own all
      right, title and interest, throughout the world, in and to the Licensed
      Intellectual Property. The Company shall not take any action that is
      inconsistent with Licensor's and its licensors’ ownership of the Licensed
      Intellectual Property. The Company agrees that nothing in this
      Agreement and no use of the Licensed Intellectual Property by the Company
      pursuant to this Agreement, shall vest in the Company or be construed to
      vest in the Company, any right, title or interest in or to the Licensed
      Intellectual Property other than the express right to Use the Licensed
      Intellectual Property solely in accordance with the terms and conditions
      of this Agreement.



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 	 
	 	3.2 	
      Ownership of Company Related Enhancements. The
      Company shall own all right, title, and interest in and to all Company
      Related Enhancements.

	 	 	 	 
	 	3.3 	
      Company Related Enhancement Rights and
      Obligations.

	 	 	 	 
	 		(a) 	
      The Company shall promptly disclose all Company Related
      Enhancements to Licensor. Subject to Section 14.1, the Company hereby
      grants to Licensor, an exclusive, irrevocable, royalty-free, worldwide,
      perpetual license to make, have made, use, sell, offer for sale, import,
      export, have import, have exported, distribute, create derivative works
      from, improve, enhance, modify and/or otherwise exploit the Company
      Related Enhancements outside the Licensed Field.

	 	 	 	 
	 		(b) 	
      The Company shall not at any time during or after the
      Term of this Agreement Use, nor knowingly permit any third party to access
      or Use, for the benefit of the Company or any other entity, any Company
      Related Enhancements outside of the Licensed Field without the prior
      written approval of the Licensor.

	 	 	 	 
	 	3.4 	
      Ownership of Independent Developments. Licensor
      agrees and acknowledges that the Company shall own all right, title and
      interest in and to all Company Independent Developments throughout the
      world, and that there shall be no restrictions upon the Company's right to
      create Independent Developments except as specifically provided in this
      Agreement.

	 	 	 	 
	 	3.5 	
      Independent Development License to
  Licensor.

	 	 	 	 
	 		(a) 	
      Subject to Section 14.1 and Section 14.2, the Company
      shall promptly disclose all Company Independent Developments to Licensor,
      such disclosure to be subject to the confidentiality obligations of this
      Agreement. Such notification shall include a description of the Company
      Independent Development in reasonably sufficient detail to permit Licensor
      to evaluate the Company Independent Development ("Enhancement
      Notice"). Upon Licensor's request, the Company shall grant to Licensor
      a commercially reasonable evaluation license at no Cost in order to
      evaluate the Company Independent Development.

	 	 	 	 
	 		(b) 	
      Subject to Section 14.1 and Section 14.2, the Company
      must hereby offer to grant to the Licensor, and Licensor may at its sole
      discretion accept, effective upon Licensor’s acceptance with respect to
      each Company Independent Development, a nonexclusive, perpetual,
      royalty-bearing, irrevocable, worldwide license to: (a) use, sell, offer
      for sale, import, export, have imported, have exported, distribute, and
      (b) in collaboration with the Company or with the Company’s pre-appoval,
      to create derivative works from, improve, enhance, modify and/or otherwise
      exploit, the Company Independent Developments in Licensor's business in
      any territory and in any field of use except the Licensed Field,
      subject to the Parties entering into a reasonable license agreement
      therefore, to be negotiated by the Parties in good faith. The license fee
      for such license grant shall be negotiated at a price which shall not
      exceed fair market value.



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 	 
	 	(c) 	
      Without limitation to Section 3. 5(b), in the event the
      Company determines to generally commercialize or license the Company
      Independent Development, Licensor shall have the right of first
      negotiation to obtain exclusive rights to the Company Independent
      Development (other than such rights Licensor obtained pursuant to the
      foregoing Section 3.5(b)) as follows:

	 	 	 	 
	 		(i) 	
      Licensor will have thirty (30) days from the date of
      Licensor's receipt of notice from the Company of the Company's desire to
      commercialize or license the Company Independent Development to notify the
      Company that it has elected to negotiate for the rights to the Company
      Independent Developments. Such notice by the Company shall include
      detailed information regarding the Company's commercialization or license
      plans.

	 	 	 	 
	 		(ii) 	
      If Licensor so elects to negotiate with the Company for
      rights to the Company Independent Developments, the Parties will have a
      period of sixty (60) days in which to negotiate exclusively in good faith
      ("Independent Development Exclusive Negotiation Period"). The
      Company shall not offer to, nor consider any offer from, any third party
      to license or otherwise acquire any right, title or interest in or to any
      such Company Independent Development, nor use such Company Independent
      Development itself outside of the Territory, during the Independent
      Development Exclusive Negotiation Period.

	 	 	 	 
	 		(iii) 	
      If the parties are unable to reach an agreement during
      the Independent Development Exclusive Negotiation Period, the Company may
      negotiate an agreement with third parties, provided that the Company will
      not offer nor agree to any terms more favorable than the terms offered to
      Licensor for a period of 180 days after the termination of the Independent
      Development Exclusive Negotiation Period ("Independent Development Free
      Negotiation Period").




	 			(iv) 	
      If the Company desires to offer better terms than those
      offered to Licensor, the Company will first submit such offer to Licensor
      for a new Independent Development Exclusive Negotiation Period and, if
      applicable, a new Independent Development Free Negotiation
  Period.

	 	 	 	 	 
	 	3.6 	
      Vested Ownership Rights.

	 	 	 	 	 
	 		(a) 	
      Subject to Section 14.1 and Section 14.2, to the extent
      any right, title or interest in or to any Company Related Enhancement or
      Company Independent Development or other intellectual property or data
      vests in the Company, by operation of law or otherwise, in a manner
      contrary to the agreed upon ownership as set forth in this Agreement, the
      Company shall, and hereby does, irrevocably assign to
  Licensor any and all such right, title and interest in such
      Company Related Enhancement or Company Independent Development,
      intellectual property or data to Licensor.



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 	 
			(b) 	
      Subject to Section 14.1 and Section 14.2, Company shall
      take, or shall cause to be taken, all such actions as shall be necessary,
      including procuring assignments from individuals, to vest ownership of any
      Company Related Enhancement or Company Independent Development or other
      intellectual property or data for all purposes in the applicable party
      contemplated by clause (a) above.

	 	 	 	 
		3.7 	
      Trademark Rights. Nothing in this Agreement shall
      be deemed to give the Company any right, title or interest in or to any of
      Licensor's Trademarks.

	 	 	 	 
	4. 	
      PROTECTION OF LICENSED INTELLECTUAL
  PROPERTY

	 	 	 	 
		4.1 	
      Maintenance of Intellectual Property Rights. The
      maintenance of the Licensed Patents shall be managed by the Licensor, in
      its sole discretion and at its cost. Should the Licensor choose not to
      continue to maintain any of the patents or patent applications which form
      part of the Licensed Patents, the Licensor shall provide the Company with
      reasonably advanced notice of at least six (6) months if possible in
      writing of its decision and the Company may, in its sole discretion and at
      its cost, choose to continue the maintenance of such patent or patent
      application.

	 	 	 	 
		4.2 	
      Protection of Intellectual Property Rights.

	 	 	 	 
			(a) 	
      Licensor and the Company shall cooperate to diligently
      police the Licensed Intellectual Property in the Territory, and in
      connection with any lawsuits involving Licensed Intellectual Property.
      Additionally, the Company shall promptly notify Licensor and provide to
      Licensor relevant background facts upon becoming aware or suspicious of
      any infringement, misappropriation, imitation, illegal use or misuse of
      the Licensed Intellectual Property in the Territory.

	 	 	 	 
			(b) 	
      Licensor shall have the primary right, but not the
      obligation, to bring, at its own expense, and control, any suits, actions
      or other proceedings against any unauthorized use, infringement,
      misappropriation, dilution or other violation of the Licensed Intellectual
      Property in the Territory. The Company agrees to cooperate with Licensor,
      at Licensor’s expense for the Company's out-of-pocket Costs and such other
      Costs as the Parties may agree in writing, in any litigation or other
      enforcement action that Licensor may undertake to enforce or protect the
      Licensed Intellectual Property. Upon Licensor's request and expense, the
      Company shall execute, file and deliver all documents and proof necessary
      for such purpose, including, without limitation, being named as a party to
      such litigation as required by law. The Company shall have the right to
      participate and be represented in any such action, suit or other
      proceeding by its own counsel at its own expense. The Company shall have
      no claim of any kind against Licensor based on or arising out the
      Licensor's handling of or decisions concerning any such action, suit,
      proceeding, settlement, or compromise, and the Company hereby irrevocably
      releases Licensor from any such claim.

	 	 	 	 
			(c) 	
      Should the Licensor decide, at its sole discretion,
      not to take any litigation or other enforcement action to enforce or
protect the Licensed Intellectual Property in a given situation of infringement
as further described in Section 4.2(b), it shall provide a written notice to
this effect to the Company which shall then have the right but not the
obligation to undertake litigation or other enforcement action at its cost. The
Company may not settle or consent to an adverse judgment in any action, claim or
proceeding without obtaining the prior written consent from the Licensor if such
settlement or consent judgment would either impose a financial obligation upon
the Licensor, or limit the scope of or invalidate any of the Licensed
Intellectual Property. 



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.




	 	4.3 	
      No Assurance of Protection. The Company agrees and
      acknowledges that (a) except as set forth on Schedule A, the Licensed
      Patents and other Licensed Intellectual Property currently are not
      patented or registered in the Territory, (b) except as set forth in
      Section 7, Licensor makes no representation or warranty regarding
      intellectual property protection for the Licensed Intellectual Property in
      the Territory and (c) all terms and conditions of this Agreement,
      including, without limitation, financial terms, are made on the Parties’
      understanding and acknowledgment that protection for any or all Licensed
      Intellectual Property may not be obtainable in all or in part of the
      Territory.

	 	 	 	 
	 	4.4 	
      Defense Against Infringement Claims. Licensor and
      the Company shall cooperate to diligently defend the Company, and, if
      applicable, Licensor, against any third party infringement claims, demands
      or actions relating to the Licensed Intellectual Property in the Territory
      (“Third Party Infringement Claims”).

	 	 	 	 
	 		(a) 	
      Licensor shall have the primary right, but not the
      obligation, to defend any Third Party Infringement Claims insofar as they
      relate to Licensed Intellectual Property, at its expense for all
      out-of-pocket Costs and such other Costs as the Parties may agree in
      writing. The Company agrees to cooperate with Licensor, at the Company's
      expense for Costs, with respect to the foregoing. The Company shall have
      the right to participate and be represented in any such Third Party
      Infringement Claim by its own counsel at its own expense. The Company
      shall have no claim of any kind against Licensor based on or arising from
      Licensor's handling of or decisions concerning any such Third Party
      Infringement Claim, or any settlement or compromise thereof, and the
      Company hereby irrevocably releases Licensor from any such
claim.

	 	 	 	 
	 		(b) 	
      If Licensor does not exercise the option in Section
      4.4(a), or if the Third Party Infringement Claim does not challenge
      Licensor's rights in the Licensed Intellectual Property, the Company may
      defend or otherwise resolve such Third Party Infringement Claim.
      Notwithstanding the foregoing, Licensor may intervene in the defense of
      such Infringement Claim at any time at its own expense.

	 	 	 	 
	 		(c) 	
      Licensor shall, at its sole discretion, approve any
      settlement that involves or affects the Licensed Intellectual Property.
      Except as otherwise set forth in this Section 4.4, each Party shall bear
      its own Costs incurred by it in complying with this provision, including,
      without limitation, those incurred in defending, bringing or controlling
      any such suits, actions or other proceedings.



10


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





		4.5 	
      Defense Against Other Claims. Licensor and the
      Company shall cooperate to defend the Company against any third party
      claims, demands or actions, other than claims subject to Section 4.4. The
      Company shall have the obligation to defend and control, or otherwise
      resolve, any such claims, demands or actions, provided that such claims,
      demands or actions are solely related to the Licensed Intellectual
      Property in the Licensed Field or are specifically related to the
      Company’s business or activities, at its own expense for Costs. Licensor
      agrees, at the Company's expense for all out-of-pocket Costs and such
      other Costs as the Parties may agree in writing, to cooperate with the
      Company with respect to the foregoing to the extent related to the subject
      matter of this Agreement. Licensor shall have the right to participate and
      be represented in any such action, suit or proceeding by its own counsel
      at its own expense.

	 	 	 	 
		4.6 	
      Exceptions. Notwithstanding the other provisions
      contained in this Section 4, the Licensor shall be solely responsible for
      the defense, control and resolution, at its own expense, of the claims,
      demands and actions set forth in Schedule 7.1 to this Agreement.

	 	 	 	 
		4.7 	
      Total Obligations. The Company agrees and
      acknowledges that this Section 4, in light of the allocation of risk
      between the Parties as reflected in the terms and conditions of this
      Agreement, set forth the Licensor's sole and exclusive liability, with
      respect to any infringement or other violation of any third party rights,
      including, without limitation, in respect of third party intellectual
      property. Licensor’s obligations to defend and/or pay for any defense
      Costs as provided in this Section 4 shall not apply to the extent a claim
      has arisen because of any modification or enhancement to the Licensed
      Intellectual Property by or on behalf of the Company, or the Company's
      failure to use a commercially reasonable work-around or substitute
      provided by Licensor for the intellectual property at issue. The Costs for
      such work-around or substitute will be allocated in the same manner as
      Costs for other Licensed Intellectual Property are allocated.

	 	 	 	 
	5. 	
      ROYALTIES

	 	 	 	 
		5.1 	
      Initial Consideration. On the Effective Date, the
      Company shall grant the Licensor the following consideration (the
      “Initial Consideration”): (i) thirty million (30 000 000) Class E
      shares at ten cents (0.10) each, which will be exchanged at the Company
      Capital Structure Modification date, but the latest by 2008 year end
      against:

	 	 	 	 
			(a) 	
      5M Category B (10 Votes) at 0.20$ each

	 	 	 	 
			(b) 	
      20M Category A (1 Vote Participating) at 0.10$
  each

	 	 	 	 
			(c) 	
      7M Warrant Category IV (for Category A, 0.10$, 10
      years)

	 	 	 	 
			(d) 	
      3M Warrant Category V (for Category A, 0.20$, 5
    years)

	 	 	 	 
		5.2 	
      Royalties. In addition to the Initial
      Consideration, during the Initial Term, the Company shall pay to Licensor,
      in consideration for the License Grant, a running royalty (the
      "Royalties") equal to:



11


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	(a) 	
      the higher of the following amounts: (i) seven and one
      half percent (7.5%) of Net Sales, and (ii) fifteen percent (15%) of the
      Gross Margin, from Licensed Product sales made by the Company in the
      Licensed Field or by any Related Company under the License Grant;
    plus

	 	 	 
	 	(b) 	
      20% of revenues and of any other consideration,
      compensation or advantage received in exchange for sublicense rights
      granted by the Company to Third Parties.



If the Company or a Related Company
sells Licensed Product in the Licensed Field under the License Grant as a
component or a combination of other ingredients (the “Formulation”), for
the purpose of calculating the Royalties, the applicable Net Sales, Gross Margin
or revenues, as the case may be, shall calculated in proportion to the cost for
the Company or for the Related Company of the product under the License Grant
relative to the cost of the Formulation.

	 	5.3 	
      Minimum Requirements. In order to maintain the
      rights granted under this Agreement, the Company shall meet all of the
      following conditions:

	 	 	 	 
	 		(a) 	
      In each Contract Year, notwithstanding any payment made
      under Section 5.1, the Company undertakes to make minimum payments to the
      Licensor, which shall include the Royalty payments made during such
      Contract Year, and which payments shall equal or exceed the following
      amounts (the “Minimum Payment
Requirements”):





	



	Contract 
Year 1 


	Contract 
Year 2 


	Contract 
Year 3 


	Contract 
Year 4 


	Contract 
Year 5 


	Contract 
Year 6 and 
following
      
Contract 
Years 
	Medical Food 
Products 	
	
	
	
	
	

	Over-the-Counter 
Products 	
	
	
	
	
	

	Prescription 
Products 	
	
	
	
	
	

	Total 	 	 
    	 
    	 
    	 
    	 
    



[REDACTED: Minimum
Royalties Payments] 

For purposes of clarity, the Minimum
Payment Requirements are based on annual minimum payments for each specific
product category; and 

	 	(b) 	
      The Company shall have marketed and sold to arm’s length
      customers Over-the- Counter Products and/or Medical Food Products before
      the end of[REDACTED: Year]; and

	 	 	 
	 	(c) 	
      The Company shall have marketed and sold to arm’s length
      customers Over-the-Counter Products and Medical Food Products before the end
      of [REDACTED: Year]; andIf any of the conditions set out in
      Section 5.3(a)(b) and Section 5.3(a)(c) are not met by the Company for
      reasons other than reasons beyond the Company’s control, the Licensor may
      at its sole option, change this Agreement to a non- exclusive sublicense
      ninety (90) days after written notice to the Company should the Company
      not rectify this default within such ninety (90) day period.



12


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 
	 		
      Notwithstanding the foregoing, the Company may choose to
      restrict the License Field under this Agreement and to abandon its License
      Grant in relation to one or more of the following categories:
      Over-the-Counter Products, Medical Food Products and/or Prescription
      Products, upon written notice to the Licensor, accompanied with a payment
      equal to the Minimum Payment Requirements for the abandoned product
      category until the date of abandonment, less Royalties and other payments
      made for the abandoned product category in accordance with this Section 5
      by the Company to the Licensor [REDACTED: Year,
      Percentage] of the Minimum Payment Requirements for the
      abandoned product category for the subsequent Contract Year. Should the
      Company abandon its License Grant in relation with one of the foregoing
      categories, this Agreement shall be deemed to have been modified to limit
      the License Grant accordingly, and the Company shall not be bound to meet
      any further Minimum Payment Requirements or other conditions mentioned in
      this Section 5.3 in relation to such abandoned category.

	 	 	 
	 	5.4 	
      Third Party Fees. The Company shall be responsible
      for all third party license and other fees and all other Company Costs in
      connection with the License Grant, except for the fees to be assumed by
      the Licensor as set forth in Section 4.6, any fees payable to the
      Université de Sherbrooke related to the Beaudoin Patent and any fees
      related to the action undertaken by Mr. Beaudoin as described in Schedule
      7.1 hereto.

	 	 	 
	 	5.5 	
      Time and Place of Payment. All Royalties are
      payable quarterly within forty-five (45) days after end of each such
      quarter, and any other fees net forty-five (45) days from invoice for same
      from Licensor. All payments under this Agreement shall be made in
      Montreal, Quebec, in Canadian currency, or such other location as Licensor
      may indicate.

	 	 	 
	 	5.6 	
      Taxes and Other Assessments. All payments under
      this Agreement shall be made without deduction for taxes, assessments or
      other charges of any kind that may be imposed on Licensor by any
      government, or subdivision of such government, other than Licensor’s
      Canadian income taxes, and all such taxes, assessments and charges shall
      be the sole responsibility of the Company.

	 	 	 
	 	5.7 	
      Failure to Pay and Overdue Payments. Failure to
      pay the License Fee within sixty (60) days of receipt by the Company of
      notice from Licensor that the License Fee has not been paid, shall
      constitute a material breach of this Agreement. Any payments that are not
      timely paid as provided hereunder shall bear interest at the annual rate
      of the lower of (a) the highest rate permitted by law and (b) one and one
      half percent (1.5%) per month.



13


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	5.8 	
      Early Repayment of Royalties.

	 	 	 	 
	 		(a) 	
      [REDACTED: Timeline] after
      [REDACTED: Year] year following the Effective Date,
      the Company may, [REDACTED: Term], pay
      [REDACTED: Term] Royalties (the “Transaction”) which
      will become payable under Section 5.2 hereof, cash and/or through the
      issuance of its shares (the “Company Shares”).

	 	 	 	 
	 		(b) 	
      The calculation of the number of Company class A and/or
      class B Shares to be issued shall be based on the following
  formula:

	 	 	 	 
	 			
      [REDACTED: Formula]

	 	 	 	 
	 		(c) 	
      The number of shares to be issued by the Company in
      payment of payable Royalties shall be based on Fair Market Value. For the
      purpose of this Section 5.8, “Fair Market Value” shall be
      determined as follows:




	 	(i) 	
      If the Company is traded on a public exchange, the volume
      weighted average price of its shares for the twenty (20) trading days
      prior to the issuance of the shares;

	 	 	 
	 	(ii) 	
      If the Company is not traded on a public exchange, the
      higher of (i) the price of the last financing with an independent third
      party if such financing has occurred within the
      previous[REDACTED: Condition] and (ii) the price
      agreed amongst the Parties.




	 	(d) 	
      The Company cannot however proceed to the issuance of
      such number of Company class A Shares that would cause as a consequence of
      such issuance a dilution of its issued and outstanding class A shares of
      [REDACTED: Percentage].

	 	 	 	 
	 	(e) 	
      

	 	 	 	 
	 		(i) 	
      Subject to the Company satisfying all terms outlined in
      clause 5.8(a-d) and after at least the full amount corresponding
      [REDACTED: Amount] will have been paid then clauses
      5.3(b) and 5.3(c) will be replaced by the following:

	 	 	 	 
	 			
      5.3(b) The Company shall have marketed and sold to arm’s
      length customers Over-the-Counter Products and/or Medical Food Products
      before the end of [REDACTED: Year]; and

	 	 	 	 
	 			
      5.3(c) The Company shall have marketed and sold to arm’s
      length customers Over-the-Counter Products and Medical Food Products
      before the end of [REDACTED: Year].

	 	 	 	 
	 		(ii) 	
      Moreover, when the full amount corresponding to the
      residual unpaid net present value of the Royalties at time T will have
      been paid, then clauses 5.2 will also be considered
annulled.



14


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.







	6. 	
      PAYMENTS, RECORDS, AUDIT RIGHTS

	 	 	 
		6.1 	
      Payment Reports. Within forty-five (45) days after
      the end of each calendar quarter during the Term, the Company shall
      provide the Licensor, along with the Royalties, with a report stating the
      Company’s Net Sales, Gross Margin, revenues from sublicenses made by the
      Company to third parties and, if applicable, all information used to
      establish the pro-rata calculation should the Company sell a Formulation,
      the whole for that calendar quarter by the Company. Such report shall also
      indicate the quantity of Licensed Products sold by the Company during such
      calendar quarter. The Company shall provide the reports due to the
      Licensor at the address set forth in Section 14.14.

	 	 	 
		6.2 	
      Company Maintenance of Records. The Company shall
      maintain complete and accurate accounting, development and business
      records in accordance with sound accounting, research and development and
      business practices to substantiate and verify the Company’s financial
      information used in calculating the Royalties, any use of Licensed
      Intellectual Property and any development of any software or other
      intellectual property related to the Licensed Intellectual Property, and
      will preserve such records for a period of at least five (5) years after
      completion of the pertinent obligations or other work.

	 	 	 
		6.3 	
      Audit. Licensor or its designee shall have the
      right, at Licensor’s expense, to audit and inspect the books and records
      of the Company upon five (5) Business Days’ written notice to the Company
      during regular business hours for the purpose of verifying that all
      Royalties have been paid and confirming that the Company has performed all
      of its obligations under, and has complied with, the terms and conditions
      of this Agreement. If the audit identifies any underpayment or overpayment
      of Royalties by the Company, then, (a) in the case of an underpayment, the
      Company shall pay to Licensor the amount of such underpayment within
      thirty (30) Business Days after Licensor delivers to the Company a written
      report describing such underpayment, or (b) in the case of an overpayment,
      the Company shall be entitled to a credit against future Royalties in the
      amount of such overpayment as described in a written report from Licensor.
      If the audit reveals that the Company underpaid Royalties by more than ten
      percent (10%) in any calendar quarter, then all fees and expenses of such
      audit shall be paid by the Company.

	 	 	 
	7. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 
		7.1 	
      Licensor Representations and Warranties. Except as
      set forth in Schedule 7.1, Licensor represents to the Company that, to the
      knowledge of Licensor, with respect to the Territory (a) Licensor owns or
      has the right to license the Licensed Intellectual Property free and clear
      of any encumbrances; and (b) there are no adverse claims in the Territory
      relating to the Licensed Intellectual Property.

	 	 	 
		7.2 	
      Mutual Representations and Warranties. Each Party
      represents and warrants to the other Party that (a) it has the full
      corporate right, power and authority to enter into this Agreement and to
      perform its obligations hereunder, (b) the execution of this Agreement and
      the performance of its obligations hereunder does not and will not
      conflict with or result in a breach (including, without limitation, with
      the passage of time) of any other agreement to which it is a party or by
      which any of its assets or properties is bound or affected, and (c) this Agreement has been duly executed
      and delivered by such Party and constitutes the valid and binding
      agreement of such Party, enforceable against such Party in accordance with
      its terms, except to the extent that enforceability is limited by public
      policy or creditors' rights generally.



15


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 		
       

	 	 	 
	 	7.3 	
      Disclaimer of Representations and Warranties. TO
      THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS SET FORTH ABOVE IN THIS
      SECTION 7, LICENSOR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER
      EXPRESS, IMPLIED OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER LAWS OF
      CANADA, THE TERRITORY OR ANY OTHER LAWS, INCLUDING, WITHOUT LIMITATION,
      WITH RESPECT TO VALIDITY, ENFORCEABILITY, NON-INTERRUPTION, ERROR-FREE
      OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      NON-INFRINGEMENT OR THE LIKE WITH RESPECT TO THE LICENSED INTELLECTUAL
      PROPERTY, WHETHER IN THE TERRITORY OR
OTHERWISE.




	8. 	
      INDEMNIFICATION

	 	 	 	 
		8.1 	
      Indemnification by Licensor. Subject to Section 9,
      Licensor agrees to defend, indemnify, and hold the Company, and the
      respective directors, officers, employees and agents of the Company,
      harmless from and against any and all out-of-pocket costs, damages and
      losses (including, without limitation, reasonable attorneys’ fees and
      costs) arising out of or resulting from third party claims due to (i) the
      material breach by Licensor of any of its representations, warranties,
      covenants and agreements contained in this Agreement, or (ii) Licensor's material unauthorized use or disclosure of any
      Company Confidential Information, or (iii) any acts or omissions of the
      Licensor in its business arising from gross negligence or willful
      misconduct.

	 	 	 	 
		8.2 	
      Indemnification by the Company. Subject to Section
      9, the Company agrees to defend, indemnify, and hold Licensor and the
      respective directors, officers, employees and agents of Licensor, harmless
      from and against any and all out-of-pocket costs, damages and losses
      (including, without limitation, reasonable attorneys’ fees and costs)
      arising out of or resulting from third party claims due to (i) any
      material breach by the Company (or by any Permitted Company Licensee) of
      any of its representations, warranties, covenants and agreements contained
      in this Agreement, (ii) the Company’s (or any Permitted Company
      Licensee’s) unauthorized use or disclosure of any Licensed Intellectual
      Property or material unauthorized use or disclosure of any Confidential
      Information or (iii) any acts or omissions of the Company (or any Permitted
      Company Licensee) in its business arising from gross negligence or willful
      misconduct.

	 	 	 	 
		8.3 	
      Indemnification Obligations. In no event will the
      loss of profits, sales, business, data or other indirect, incidental,
      consequential, special, punitive or similar damages of a third party be
      considered direct damages of a Party for purposes of the indemnification
      obligations under this Section 8.

	 	 	 	 
	9. 	
      LIMITED REMEDY

	 	 	 	 
		9.1 	
      Intellectual Property. TO THE MAXIMUM EXTENT
      PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE TO THE COMPANY, ANY
      PERMITTED COMPANY LICENSEE OR ANY OTHER ENTITY FOR ANY CLAIM, LOSS
      OR DAMAGE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE DEFICIENCY
      OR INADEQUACY OF THE LICENSED INTELLECTUAL PROPERTY FOR ANY PURPOSE
      WHETHER OR NOT KNOWN OR DISCLOSED TO LICENSOR.



16


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 
	 	9.2 	
      Exclusion of Consequential Damages. TO THE MAXIMUM
      EXTENT PERMITTED BY LAW, IN NO EVENT SHALL A PARTY OR ANY PERMITTED
      COMPANY LICENSEE BE LIABLE TO THE OTHER PARTY OR ANY PERMITTED COMPANY
      LICENSEE OR ANY OTHER ENTITY FOR ANY LOSS OF PROFITS, SALES, BUSINESS,
      DATA OR OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR
      SIMILAR DAMAGES IRRESPECTIVE OF WHETHER LICENSOR HAS BEEN INFORMED OF,
      KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS
      LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING,
      WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE,
      STRICT LIABILITY, MISREPRESENTATION, AND OTHER
TORTS.




	10. 	
      CONFIDENTIALITY

	 	 	 
		10.1 	
      Definition. "Confidential Information"
      means (a) the terms and conditions of this Agreement, (b) any
      information, in whatever form, designated by a Party (“Disclosing
      Party”) in writing as confidential, proprietary or marked with words
      of like import when provided to the other Party (“Receiving
      Party”); and (c) information orally conveyed if the Disclosing Party
      states at the time of the oral conveyance or promptly thereafter that such
      information is Confidential, and such statement of confidentiality is
      specifically confirmed in writing within fifteen (15) days of such oral
      conveyance, or is disclosed under circumstances in which the Receiving
      Party knew or reasonably should have known was confidential.

	 	 	 
		10.2 	
      Exclusions. Confidential Information shall not
      include information which: (a) at or prior to the time of disclosure was
      known to the Receiving Party through lawful means or through act of a
      third party that was not known by the Receiving Party to be unauthorized;
      (b) at or after the time at which the disclosure by the Disclosing Party
      becomes generally available to the public through no act or omission on
      the Receiving Party's part; (c) is proven in record to be developed by the
      Receiving Party independent of any Confidential Information it receives
      from the Disclosing Party or (d) the Receiving Party lawfully receives
      from a third person free to make such disclosure without breach of any
      legal obligation.

	 	 	 
		10.3 	
      Disclosure Due to Legal Obligations. The Receiving
      Party may disclose Confidential Information pursuant to any statute,
      regulation, order, subpoena or document discovery request, including,
      without limitation, in publicly filed disclosure documents of the
      Receiving Party under federal or state securities laws if deemed
      reasonably necessary on advice of legal counsel.

	 	 	 
		10.4 	
      Requirements. Licensor and the Company shall use
      the Confidential Information of the other Party solely to fulfill its
      obligations and exercise its rights under this
Agreement, and, except as otherwise provided herein, all Confidential
      Information of the Disclosing Party, and any derivative works thereof,
      shall remain at all times the sole and exclusive property, worldwide, of
      the Disclosing Party and its licensors. The Receiving Party shall use the
      same measures used to protect the Disclosing Party’s Confidential
      Information as it uses to protect its own Confidential Information, but in
      no event less than commercially reasonable measures. The Receiving Party
      shall not disclose any of the Disclosing Party's Confidential Information
      to any third party without the Disclosing Party's prior written consent.



17


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 
		10.5 	
      Permitted disclosure. Notwithstanding the
      foregoing Section 10.4, the Receiving Party may disclose the Disclosing
      Party's Confidential Information to the extent necessary to enter into or
      perform its obligations under sublicenses granted in accordance with this
      Agreement to the Receiving Party's business partners with the Disclosing
      Party's prior written consent, such consent not to be unreasonably
      withheld, provided that any third party shall enter into a customary
      confidentiality agreement in favor of the Disclosing Party, and in form
      and substance reasonably satisfactory to the Disclosing Party.

	 	 	 
		10.6 	
      Return of information. The Receiving Party shall,
      at the request of the Disclosing Party, retrieve all Confidential
      Information from its and permitted disclosees' officers, employees,
      agents, advisors and subcontractors and thereafter shall (a) promptly
      return all Confidential Information held or used by the Receiving Party in
      whatever form or (b) at the discretion of the Disclosing Party, promptly
      destroy all such Confidential Information, and promptly cause an officer
      of the Receiving Party to certify that the requirements of this Section
      10.6 have been fully complied with; provided that, during the Term, the
      Disclosing Party shall not make such a request with respect to
      Confidential Information necessary for the Receiving Party to perform its
      obligations hereunder.

	 	 	 
		10.7 	
      Injunctions. In view of the difficulties of
      placing a monetary value on the Confidential Information, the Disclosing
      Party may be entitled to a preliminary and final injunction without the
      necessity of posting any bond or undertaking in connection therewith to
      prevent any further breach of this Article or further unauthorized use of
      its Confidential Information. This remedy is separate from and in addition
      to any other remedy the Disclosing Party may have.

	 	 	 
	11. 	
      TERM AND TERMINATION

	 	 	 
		11.1 	
      Term. The "Initial Term" of this Agreement
      shall commence on the Effective Date and shall expire on the date of
      expiration of the last-to-expire of the Licensed Patents and/or
      continuation in part and/or divisionals of the Licensed Patents. Upon the
      expiry of the Initial Term, this Agreement shall be automatically renewed
      for an additional term of fifteen (15) years (the “Additional
      Term”) except that during such Additional Term: (i) the royalties
      payable by the Company shall be made in consideration for the Use by the
      Company of all Licensed Intellectual Property to the Company other than
      the Licensed Patents, and (ii) the royalties payable by the Company shall
      be equal fifty percent (50%) of the Royalties payable in accordance with
      Section 5 of this Agreement. Notwithstanding the foregoing, upon agreement
      amongst the Parties, the royalties payable during the Additional Term may
      be paid by the Company through an issuance of shares, and the value of the
      royalties and of the Company’s shares shall be
determined based on an evaluation to be conducted by an independent
      third party to be appointed by the Parties.



18


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 	 
		11.2 	
      Termination by Either Party. This Agreement may be
      terminated by either Party immediately upon notice to the other Party if
      such other Party commits a material breach of any of the material
      provisions of this Agreement, and such breach is not cured within thirty
      (30) days after written notice of such breach is received from the
      non-breaching Party, except that the time period shall be fourteen (14)
      days for breaches in respect of Confidential Information that result or
      are reasonably likely to result in a material adverse effect on the
      non-breaching Party;

	 	 	 	 
		11.3 	
      Termination by Licensor. Without limitation to
      Section 11.2, Licensor may terminate this Agreement prior to expiration of
      the Term under the following conditions:

	 	 	 	 
			(a) 	
      Upon thirty (30) days written notice of such action,
      unless cured by the Company during such notice period, if the Company uses
      any of the Licensed Intellectual Property outside of the scope of the
      License Grant or the Licensed Field; or

	 	 	 	 
			(b) 	
      Upon written notice in the event that the Company ceases
      doing business, becomes insolvent, is the subject of a voluntary
      bankruptcy, insolvency or similar proceeding, is the subject of an
      involuntary bankruptcy, insolvency, or similar proceeding that is not
      dismissed within sixty (60) days of filing, makes an assignment for the
      benefit of creditors, becomes unable to pay its debts when due or enters
      into an agreement with its creditors providing for the extension or
      composition of debt.

	 	 	 	 
		11.4 	
      Effect of Termination.

	 	 	 	 
			(a) 	
      Upon the termination of this Agreement for any reason
      other than: (i) its natural expiration, or (ii) the termination of this
      Agreement by the Company due to a material breach of this Agreement by
      Licensor, then all Licensor license rights to all Company Related
      Enhancements and to Company Independent Developments existing at the time
      of the termination shall survive unaffected by such expiration or
      termination.

	 	 	 	 
			(b) 	
      Return of Licensed Intellectual Property Upon
      Termination. On or before ten (10) days after the termination of this
      Agreement, the Company must deliver to Licensor all Licensed Intellectual
      Property and Licensor Confidential Information, or at Licensor's request,
      destroy, to the extent requested, all copies of the Licensed Intellectual
      Property and Licensor Confidential Information created by or on behalf of
      the Company and cause an officer of the Company to certify that such
      instructions have been followed in their entirety.

	 	 	 	 
	12. 	
      RIGHTS RELATING TO THE MANUFACTURING OF LICENSED
      PRODUCTS

	 	 	 	 
		12.1 	
      Licensor’s Right to Manufacture. The Licensor may,
      at its sole option, manufacture or have manufactured by a third party the
      Licensed Products for the Company.

	 	 	 	 
		12.2 	
      Price of Manufacturing and Standards. Should the
      Licensor choose to manufacture or to have manufactured the Licensed
Products:



19


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.







	 	(a) 	
      The price for the manufacturing of the Licensed Products
      for the Company shall be as follows: [REDACTED:
      Market],[REDACTED: Gross Margin detail]: the
      price at which the Licensor maintains a Licensor Gross Margin [REDACTED: Gross Margin detail] and
      (ii) [REDACTED: Market],[REDACTED: Gross Margin detail]: the
      price at which the Licensor maintains a Licensor Gross Margin
      [REDACTED: Gross Margin detail]. For the purpose of
      this Section 12, “Licensor Gross Margin” means for each Licensed
      Product manufactured by, or on behalf of, the Licensor, sales revenues
      less the cost of goods sold, divided by sales revenues; costs of goods
      sold include all direct costs attributable to the manufacturing of the
      Licensed Products by the Licensor, including without limitation the cost
      of materials and direct labor costs.

	 	 	 
	 	(b) 	
      Notwithstanding the above, if the price for the
      manufacturing of the Licensed Products is not or does not remain
      competitive when compared to similar manufacturing services in a similar
      industry, then: (i) the Company shall provide the Licensor with a written
      notice setting out in detail the facts supporting its position to the
      effect that the prices are not competitive; and (ii) the Parties shall,
      within a sixty (60) day period from the date of receipt of the Company’s
      notice, negotiate in good faith the price for the manufacturing of the
      Licensed Products. Should the Parties fail to agree on a new price within
      such sixty (60) day period, and upon the Company demonstrating its ability
      to obtain the identical product at a better price elsewhere, then: (a) the
      Licensor’s rights to manufacture or to have manufactured the Licensed
      Products provided in this Agreement shall automatically cease, (b) the
      Company shall gain the right (using Licensor IP, trade secret, Technology
      and/or Process, if wished by the Company) to manufacture or to have
      manufactured the Licensed Products and shall be relieved of its
      obligationto pay Additional Royalties in relation thereto, and (c) this
      Agreement shall be deemed to have been automatically amended, without
      further notice or delay, to add to the definition of “Use” the terms
      “manufacture or have manufactured”, and to substract from such definition
      the terms “for the purpose of this Agreement, “Use” specifically excludes
      manufacturing”.

	 	 	 
	 	(c) 	
      The Licensor shall manufacture the Licensed Products in
      accordance with generally accepted industry standards in the Licensed
      Field, the product specifications and for the quantity provided by the
      Company, and shall be responsible for all direct damages caused by its
      negligence or willful misconduct in the manufacturing of the Licensed
      Products.

	 	 	 
	 	(d) 	
      Notwithstanding the above, if the Licensor or the third
      party manufacturer outsourced by the Licensor fails to comply with the
      generally accepted industry standards in the Licensed Field and/or the
      product specifications provided by the Company or does not commit to meet
      in time the quantity requested by the Company:, then: (i) the Company
      shall provide the Licensor with a written notice setting out in detail the
      standards and/or specifications which were not met and/or the missing
      commitment for quantity/timeline as required; and (ii) the Licensor shall
      have a sixty (60) day period from the date of receipt of the
    Company’s notice, to correct such deficiencies or to demonstrate
      that these standards and specifications were met and that the quantity
      requirement will be fulfilled in time. Should the Licensor not demonstrate
      that the standards and specifications were met and/or that the quantity
      will be fulfilled in time and/or that it will not correct the deficiencies
      within such sixty (60) day period: (i) the Licensor’s rights to
      manufacture or to have manufactured the Licensed Products provided in this
      Agreement shall automatically cease, (ii) the Company shall gain the right
      (using Licensor IP, trade secret, Technology and/or Process, if wished by
      the Company) to manufacture or to have manufactured the Licensed Products
      and shall be relieved of its obligation to pay Additional Royalties in
      relation thereto, and (iii) this Agreement shall be deemed to have been
      automatically amended, without further notice or delay, to add to the
      definition of “Use” the terms “manufacture or have manufactured”, and to
      substract from such definition the terms “for the purpose of this
      Agreement, “Use” specifically excludes manufacturing”.



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 	 
	 	12.3 	
      Manufacturing by or on behalf of Company. Should
      the Licensor choose not to manufacture or have manufactured the Licensed
      Products, the Company may (using Licensor IP, trade secret, Technology
      and/or Process, if wished by the Company) manufacture or have manufactured
      the Licensed Products. If the Company does so, then the Parties will amend
      this License Agreement to provide:

	 	 	 	 
	 		(a) 	
      for the amendment of the definition of “Use” to add the
      terms “manufacture or have manufactured” and to make other amendments
      related thereto, and

	 	 	 	 
	 		(b) 	
      subject to Section 12.2(c), for the amendment of the
      Royalties payable under this Agreement to add an additional royalty
      relating to the manufacturing of the Licensed Products, which additional
      royalty shall be equal to the following: [REDACTED: Market] to an amount
      equal to [REDACTED: Gross Margin detail] of the
      Manufacturer’s Gross Margin or [REDACTED: Gross Margin
      detail]; and (ii) [REDACTED: Market], to
      an amount [REDACTED: Gross Margin detail] of the
      Manufacturer’s Gross Margin [REDACTED: Gross Margin
      detail] For the purpose of this Section 12.3,
      “Manufacturer’s Gross Margin” means for each Licensed Product
      manufactured by, or on behalf of, the Company, sales revenues less the
      cost of goods sold; costs of goods sold include all direct costs
      attributable to the manufacturing of the Licensed Products by the Company
      or by the third party manufacturer, including without limitation the cost
      of materials and direct labor costs; and

	 	 	 	 
	 		(c) 	
      to provide an undertaking by the Company to provide or to
      cause any third party manufacturer to provide all financial information
      required to establish the Manufacturer’s Gross Margin used in calculating
      the additional Royalty provided in Section 12.3(b) above.

	 	 	 	 
	 		(d) 	
      to provide all details and documentation to allow the
      Company and/or manufacturers outsourced by the Company to adequately use
      the Production knowhow, IP, trade secret, Technology related to the
      Production Process.



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	13. 	
      NON-COMPETITION

	 	 	 	 
		
      During the Term of this Agreement and for a period of
      five (5) years thereafter, the Company shall not develop any product
      containing phospholipids polyunsaturated fatty acids extracted from Krill
      with any competitor of the Licensor.

	 	 	 	 
	14. 	
      LICENSOR’S CHANGE IN OWNERSHIP OF THE
    COMPANY

	 	 	 	 
		14.1 	
      Should, at any time during the Term of this
    Agreement:

	 	 	 	 
			(a) 	
      the Licensor own, directly and/or indirectly, itself
      and/or through one or more intermediaries, an aggregate number of voting
      shares of the Company which in total, is equal or less than
      [REDACTED: Percentage] of the number of such issued
      and outstanding shares, or

	 	 	 	 
			(b) 	
      the Licensor own, directly and/or indirectly, itself
      and/or through one or more intermediaries, an aggregate number of
      non-voting shares which entitle the holder to the right to receive
      dividends and to participate in assets of the Company upon its
      dissolution, which in total, is equal or less than [REDACTED:
      Percentage] of the number of such issued and outstanding
      shares, or

	 	 	 	 
			(c) 	
      the Company have effected the payment of at
      least [REDACTED: Percentage], as further provided in
      Section 5.8,

	 	 	 	 
				
      then this Agreement shall be automatically amended as
      follows:




	 	• 	The first paragraph of Section
      2.1(d) shall be replaced by the following: 
	 	  	  
	 		
      “(d) Sublicenses. The Company shall have the right
      to sublicense the Licensed Intellectual Property but only after having
      provided a prior written notice to the Licensor, and provided that:”
    

	 	  	  
	 	• 	Section 3.3(a) shall be
      replaced by the following: 
	 	  	  
	 		
      “(a) The Company shall promptly, but in all cases no more
      than thirty (30) days following the aforementioned development, inform the
      Licensor of the development of all Company Related Enhancements and
      disclose, by written notice to the Licensor, a description of the Company
      Related Enhancement in reasonably sufficient detail to permit Licensor to
      evaluate the Company Related Enhancement. In such notice, the Company
      shall offer to the Licensor an exclusive, irrevocable, royalty-bearing,
      worldwide, perpetual license to make, have made, use, sell, offer for
      sale, import, export, have import, have exported, distribute, create
      derivative works from, improve, enhance, modify and/or otherwise exploit
      the Company Related Enhancements outside the Licensed Field. The Licensor
      shall respond within fourty- five (45) days to such Company notice to
      indicate whether it its interested in entering into a license agreement
      with respect to such Company Related Development. Upon Licensor's request,
      the Company shall grant to Licensor a commercially reasonable evaluation
      license at no Cost in order to evaluate the Company Related Enhancement. Should the Licensor indicate its interest as provided
      herein, the Parties shall negotiate in good faith the terms of such
      license agreement. ”
      



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	  	
       

	 	• 	
      Section 3.5 shall be replaced by the following:
      

	 	  	
       

	 		
      “The Company may, at its option, disclose any Company
      Independent Development to Licensor, such disclosure to be subject to the
      confidentiality obligations of this Agreement. Such notification shall
      include a description of the Company Independent Development in reasonably
      sufficient detail to permit the Licensor to evaluate the Company
      Independent Development. Upon the Licensor's request, the Company shall
      grant to the Licensor a commercially reasonable evaluation license at no
      Cost in order to evaluate the Company Independent Development. The Parties
      may at their option, negotiate the terms of a license agreement with
      respect to each Company Independent Development.” 

	 	  	
       

	 	• 	
      Section 3.6 shall be replaced by the following:
      

	 	 	
       

	 		
      “(a) Subject to the Licensor having evaluated the Company
      Related Enhancement as provided in Section 3.3(a), to the extent any
      right, title or interest in or to any Company Related Enhancement or other
      intellectual property and/or data related to the Company Related
      Enhancement, vests in the Company, by operation of law or otherwise, in a
      manner contrary to the agreed upon ownership as set forth in this
      Agreement, the Company shall, and hereby does, irrevocably assign to
      Licensor any and all such right, title and interest in such Company
      Related Enhancement, intellectual property and/or data related to the
      Company Related Enhancement, to Licensor subject to the payment by the
      Licensor to the Company of Royalties payable in accordance with Section
      3.3.(a). 

	 	  	
       

	 		
      (b) The Company shall take, or shall cause to be taken,
      all such actions as shall be necessary, including procuring assignments
      from individuals, to vest ownership of any Company Related Enhancement or
      other intellectual property or data for all purposes in the applicable
      party as contemplated by clause (a) above.” 

	 	  	
       

	 	• 	
      Section 4.2 (b) shall be replaced by the
      following: 

	 	 	
       

	 		
      “(b) Licensor shall have the primary right, but not the
      obligation, to bring, at its own expense, and control, any suits, actions
      or other proceedings against any unauthorized use, infringement,
      misappropriation, dilution or other violation of the Licensed Intellectual
      Property in the Territory. The Company agrees to cooperate with Licensor,
      at Licensor’s expense for the Company's out-of-pocket Costs and such other
      Costs as the Parties may agree in writing, in any litigation or other
      enforcement action that Licensor may undertake to enforce or protect the
      Licensed Intellectual Property. Upon Licensor's request and expense, the
      Company shall execute, file and deliver all documents and proof necessary
      for such purpose, including, without limitation, being named as a party to
      such litigation as required by law. The Company shall have the right to
      participate and be represented in any such action, suit or other
      proceeding by its own counsel at its own expense. The Licensor may not
      settle or consent to an adverse judgment in any action, claim or
      proceeding without obtaining the prior written consent from the Company if
      such settlement or consent judgment would either impose a financial
      obligation upon the Company, and/or limit the scope of and/or invalidate any of the
      Licensed Intellectual Property.” 



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	
       

	 	• 	
      Section 4.4(a) shall be replaced by the following:
      

	 	  	
       

	 		
      (a) Licensor shall have the primary right, but not the
      obligation, to defend any Third Party Infringement Claims insofar as they
      relate to Licensed Intellectual Property, at its expense for all
      out-of-pocket Costs and such other Costs as the Parties may agree in
      writing. The Company agrees to cooperate with Licensor, at the Company's
      expense for Costs, with respect to the foregoing. The Company shall have
      the right to participate and be represented in any such Third Party
      Infringement Claim by its own counsel at its own expense. The Licensor may
      not settle or consent to an adverse judgment in any action, claim or
      proceeding without obtaining the prior written consent from the Company if
      such settlement or consent judgment would either impose a financial
      obligation upon the Company, or limit the scope of or invalidate any of
      the Licensed Intellectual Property. 

	 	  	
       

	 	• 	
      Section 4.4(c) shall be replaced by the following:
      

	 	 	
       

	 		
      “(c) Company shall also approve any settlement that
      involves or affects the Licensed Intellectual Property. Except as
      otherwise set forth in this Section 4.4, each Party shall bear its own
      Costs incurred by it in complying with this provision, including, without
      limitation, those incurred in defending, bringing or controlling any such
      suits, actions or other proceedings.” 




	 	• 	Section 12.3(b) shall be
      replaced by the following: 
	 	 	 
	 		
      “(b) for the amendment of the Royalties payable under
      this Agreement to add an additional royalty relating to the manufacturing
      of the Licensed Products, which additional royalty shall be equal to the
      following: (i) [REDACTED: Market], to an
      amount equal to [REDACTED: Gross Margin detail] of
      the Manufacturer’s Gross Margin [REDACTED: Gross Margin
      detail]; and (ii) for [REDACTED: Market],
      to an amount equal [REDACTED: Gross Margin detail]
      a four percent (4%) of the Manufacturer’s Gross Margin
      [REDACTED: Gross Margin detail]. For the purpose of
      this Section 12.3, “Manufacturer’s Gross Margin” means for each
      Licensed Product manufactured by, or on behalf of, the Company, sales
      revenues less the cost of goods sold; costs of goods sold include all
      direct costs attributable to the manufacturing of the Licensed Products by
      the Company or by the third party manufacturer, including without
      limitation the cost of materials and direct labor costs.





	 	14.2 	
      Should, at any time during the Term of this
    Agreement:

	 	 	 	 
	 		(a) 	
      the Licensor own, directly and/or indirectly, itself
      and/or through one or more intermediaries, an aggregate number of voting
      shares of the Company which in total, is equal or less than forty percent
      [REDACTED: Percentage] of such issued and outstanding
      shares, or

	 	 	 	 
	 		(b) 	
      the Licensor own, directly and/or indirectly, itself
      and/or through one or more intermediaries, an aggregate number of
      non-voting shares which entitle the holder to the right to receive
      dividends and to participate in assets of the Company
  upon its dissolution, which in total, is equal or less than
      [REDACTED: Percentage] of the number of such issued
      and outstanding shares, or



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 
	 	(c) 	
      the Company have effected the payment of at
      least [REDACTED: Percentage], as further provided in
      Section 5.8,



then this Agreement shall be
automatically amended as follows:


	 	• 	The first paragraph of Section
      2.1(d) shall be replaced by the following: 
	 	  	  
	 		
      “(d) Sublicenses. The Company shall have the right
      to sublicense the Licensed Intellectual Property but only after having
      provided a prior written notice to the Licensor, and provided that:”
    

	 	  	  
	 	• 	Section 3.3(a) shall be
      replaced by the following: 


	 	 	
       
	 	 	
“(a) The Company shall promptly, but in all cases no more than
thirty (30) days following the aforementioned development, inform the Licensor
of the development of all Company Related Enhancements and disclose, by written
notice to the Licensor, a description of the Company Related Enhancement in
reasonably sufficient detail to permit Licensor to evaluate the Company Related
Enhancement. In such notice, the Company shall offer to the Licensor an
exclusive, irrevocable, royalty-bearing, worldwide, perpetual license to make,
have made, use, sell, offer for sale, import, export, have import, have
exported, distribute, create derivative works from, improve, enhance, modify
and/or otherwise exploit the Company Related Enhancements outside the Licensed
Field. The Licensor shall respond within fourty-five (45) days to such Company
notice to indicate whether it its interested in entering into a license
agreement with respect to such Company Related Development. Upon Licensor's
request, the Company shall grant to Licensor a commercially reasonable
evaluation license at no Cost in order to evaluate the Company Related
Enhancement. Should the Licensor indicate its interest as provided herein, the
Parties shall negotiate in good faith the terms of such license agreement. ”


    
	 	 	
       
	 	• 	
      Section 3.5 shall be replaced by the following:
      

	 	  	
       

	 		
      “The Company may, at its option, disclose any Company
      Independent Development to Licensor, such disclosure to be subject to the
      confidentiality obligations of this Agreement. Such notification shall
      include a description of the Company Independent Development in reasonably
      sufficient detail to permit the Licensor to evaluate the Company
      Independent Development. Upon the Licensor's request, the Company shall
      grant to the Licensor a commercially reasonable evaluation license at no
      Cost in order to evaluate the Company Independent Development. The Parties
      may at their option, negotiate the terms of a license agreement with
      respect to each Company Independent Development.” 

	 	  	
       

	 	• 	
      Section 3.6 shall be replaced by the following:
      

	 	 	
       

	 		
      “(a) Subject to the Licensor having evaluated the Company
      Related Enhancement as provided in Section 3.3(a), to the extent any
      right, title or interest in or to any Company Related Enhancement or other
      intellectual property and/or data related to the Company Related Enhancement, vests in the Company, by
      operation of law or otherwise, in a manner contrary to the agreed upon
      ownership as set forth in this Agreement, the Company shall, and hereby
      does, irrevocably assign to Licensor any and all such right, title and
      interest in such Company Related Enhancement, intellectual property and/or
      data related to the Company Related Enhancement, to Licensor subject to
      the payment by the Licensor to the Company of Royalties payable in
      accordance with Section 3.3.(a). 



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	  	
       

	 		
      (b) The Company shall take, or shall cause to be taken,
      all such actions as shall be necessary, including procuring assignments
      from individuals, to vest ownership of any Company Related Enhancement or
      other intellectual property or data for all purposes in the applicable
      party as contemplated by clause (a) above.” 

	 	  	
       

	 	• 	
      Section 4.2 (b) shall be replaced by the
      following: 

	 	 	
       

	 		
      “(b) Licensor shall have the primary right, but not the
      obligation, to bring, at its own expense, and control, any suits, actions
      or other proceedings against any unauthorized use, infringement,
      misappropriation, dilution or other violation of the Licensed Intellectual
      Property in the Territory. The Company agrees to cooperate with Licensor,
      at Licensor’s expense for the Company's out-of-pocket Costs and such other
      Costs as the Parties may agree in writing, in any litigation or other
      enforcement action that Licensor may undertake to enforce or protect the
      Licensed Intellectual Property. Upon Licensor's request and expense, the
      Company shall execute, file and deliver all documents and proof necessary
      for such purpose, including, without limitation, being named as a party to
      such litigation as required by law. The Company shall have the right to
      participate and be represented in any such action, suit or other
      proceeding by its own counsel at its own expense. The Licensor may not
      settle or consent to an adverse judgment in any action, claim or
      proceeding without obtaining the prior written consent from the Company if
      such settlement or consent judgment would either impose a financial
      obligation upon the Company, and/or limit the scope of and/or invalidate
      any of the Licensed Intellectual Property.” 

	 	 	
       

	 	• 	
      Section 4.4(a) shall be replaced by the following:
      

	 	  	
       

	 		
      (a) Licensor shall have the primary right, but not the
      obligation, to defend any Third Party Infringement Claims insofar as they
      relate to Licensed Intellectual Property, at its expense for all
      out-of-pocket Costs and such other Costs as the Parties may agree in
      writing. The Company agrees to cooperate with Licensor, at the Company's
      expense for Costs, with respect to the foregoing. The Company shall have
      the right to participate and be represented in any such Third Party
      Infringement Claim by its own counsel at its own expense. The Licensor may
      not settle or consent to an adverse judgment in any action, claim or
      proceeding without obtaining the prior written consent from the Company if
      such settlement or consent judgment would either impose a financial
      obligation upon the Company, or limit the scope of or invalidate any of
      the Licensed Intellectual Property. 

	 	  	
       

	 	• 	
      Section 4.4(c) shall be replaced by the following:
      

	 	 	
       

	 		
      “(c) Company shall also approve any settlement that
      involves or affects the Licensed Intellectual Property. Except as
      otherwise set forth in this Section 4.4, each Party shall bear its own Costs
incurred by it in complying with this provision, including, without limitation,
those incurred in defending, bringing or controlling any such suits, actions or
other proceedings.”  



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.




•      
And Section 12.3 shall also be replaced by the following: 

Manufacturing by or on behalf of
Company. The Company may (using Licensor IP, trade secret, Technology and/or
Process, if wished by the Company) manufacture or have manufactured the Licensed
Products. If the Company does so, then the Parties will amend this License
Agreement to provide:

	 	(a) 	
      for the amendment of the definition of “Use” to add the
      terms “manufacture or have manufactured” and to make other amendments
      related thereto, and

	 	 	 
	 	(b) 	
      for the amendment of the Royalties payable under this
      Agreement to add an additional royalty relating to the manufacturing of
      the Licensed Products, which additional royalty shall be equal to the
      following: (i) [REDACTED: Market], to an amount equal
      [REDACTED: Gross Margin detail] of the Manufacturer’s
      Gross Margin [REDACTED: Gross Margin detail]; and
      (ii) [REDACTED: Market], to an amount equal
      [REDACTED: Gross Margin detail] of the Manufacturer’s
      Gross Margin [REDACTED: Gross Margin detail]. For the
      purpose of this Section 12.3, “Manufacturer’s Gross Margin” means
      for each Licensed Product manufactured by, or on behalf of, the Company,
      sales revenues less the cost of goods sold; costs of goods sold include
      all direct costs attributable to the manufacturing of the Licensed
      Products by the Company or by the third party manufacturer, including
      without limitation the cost of materials and direct labor costs;
  and

	 	 	 
	 	(c) 	
      to provide an undertaking by the Company to provide or to
      cause any third party manufacturer to provide all financial information
      required to establish the Manufacturer’s Gross Margin used in calculating
      the additional Royalty provided in Section 12.3(b) above.

	 	 	 
	 	(d) 	
      to provide all details and documentation to allow the
      Company and/or manufacturers outsourced by the Company to adequately use
      the Production knowhow, IP, trade secret, Technology related to the
      Production Process.




	15. 	
      MISCELLANEOUS

	 	 	 
		15.1 	
      Further Assurances. Each Party shall take such
      action as the other Party may reasonably request to effect, perfect or
      confirm such other Party's ownership interests and other rights as set
      forth in this Agreement, including, without limitation, by promptly (a)
      executing instruments of assignment, declarations, affirmations or other
      documents in connection with the applicable provisions of this Agreement,
      and (b) confirming in writing all waivers and consents under this
      Agreement, that are requested by a Party from time to time.

	 	 	 
		15.2 	
      Assignment. This Agreement may not be assigned, in
      whole or in part, by the Company without Licensor's express, prior written
      consent. Any attempted assignment by the Company shall be null and void.
      Licensor may assign this Agreement in whole or in
part upon notice to the Company, provided that Licensor’s
      successor agrees to be bound by the terms and conditions of this
      Agreement.



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CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 
	 	15.3 	
      Successors; Assigns. The provisions of this
      Agreement shall be binding upon the Parties and their respective permitted
      successors and assigns.

	 	 	 
	 	15.4 	
      Section Headings. The section headings of this
      Agreement are for organizational purposes only and shall not be used in
      interpreting this Agreement. References to a section includes reference to
      all subsections of that section.

	 	 	 
	 	15.5 	
      Severability. In the event that any provision of
      this Agreement is found by a court of competent jurisdiction to be invalid
      or unenforceable, that provision shall be construed so as to give closest
      effect to the intent of the Parties, and the remaining portions of this
      Agreement shall remain in full force and effect.

	 	 	 
	 	15.6 	
      Relationship. Nothing contained in this Agreement
      shall be construed as creating a joint venture, partnership, agency,
      fiduciary or employment relationship between the Parties.

	 	 	 
	 	15.7 	
      Waiver. No waiver of any term or breach hereof
      shall be effective unless such waiver is in writing and signed by the
      party against whom such waiver is claimed. No waiver of, or failure to
      enforce, any term or breach hereof shall be deemed to be a waiver of any
      other term or breach or subsequent breach.

	 	 	 
	 	15.8 	
      Survival. Termination of this Agreement for any
      cause shall not release any Party hereto from any liability which at the
      time of termination has already accrued to the other parties hereto or
      which thereafter may accrue in respect of any act or omission prior to
      such termination, nor shall any such termination hereof affect in any way
      the survival of and right, duty, or obligation of any parties hereto which
      is expressly stated elsewhere in this Agreement to survive termination
      hereof.

	 	 	 
	 	15.9 	
      Entire Agreement; Amendments. This Agreement,
      includingall schedules hereto, which are hereby incorporated by reference,
      constitute the entire agreement between the Parties with respect to the
      subject matter hereof, and supersede all previous or contemporaneous
      agreements, proposals, understandings and representations, written or
      oral, with respect to the terms and conditions hereof. No amendment,
      change, waiver, or discharge hereof shall be valid unless in writing and
      signed by the Party against which such amendment, change, waiver or
      discharge is sought to be enforced.

	 	 	 
	 	15.10 	
      Governing Law. This Agreement shall be governed
      exclusively by the laws in effect in the province of Quebec, without
      regard to the conflict of laws principles thereof, except for the
      construction or enforcement of any Licensed Patents in which case the laws
      of the jurisdiction under which any such Licensed Patent was issued shall
      govern such Licensed Patent’s construction and enforcement to the extent
      necessary.

	 	 	 
	 	15.11 	
      Arbitration. All disputes arising out of this
      Agreement shall be finally settled by final and binding arbitration in
      Montreal, Canada, before, and under the then current commercial
      arbitration rules of the Quebec Civil Code, subject to the additional
      limitations set forth herein. The arbitration shall be conducted by a
      single arbitrator appointed in accordance with such rules. Discovery
      (e.g., document production;  examination of the other Party’s witnesses and
      depositions) will be permitted in the written form only, except for
      cross-examination as further provided herein. The Parties agree that the
      decision of the arbitrator shall be final and binding. The arbitration
      hearing shall be held no later than two (2) months from the date of the
      notice from one Party to another Party of its intent to proceed to
      arbitration. The arbitration shall take no more than two days, and each
      Party shall have a total of up to four (4) hours to cross-examine the
      other Party’s witnesses on the first day, and each Party shall have a
      total of up to four (4) hours to present/rebut its case on the second day,
      with the arbitrator announcing the decision at the end of such
      presentations/rebuttals. Judgment on any decision made by the arbitrator
      may be entered and enforced in any court of competent jurisdiction. All
      fees and charges of the arbitrator shall be shared equally by the Parties
      unless otherwise specified by the arbitrator; each Party shall be
      responsible for the payment of all fees and expenses connected with the
      presentation of its respective case, provided that the arbitrator may in
      his/her discretion award to the prevailing Party the costs and expenses
      incurred by the prevailing Party in connection with the arbitration
      proceeding. The arbitration shall be confidential. The arbitrator shall
      not include any confidential information of the Parties in his/her
      arbitration decision or append any document which includes confidential
      information to his/her arbitration decision.



28


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	 	 
	 	15.12 	
      Injunctive Relief. Notwithstanding anything herein
      to the contrary, either Party may seek from a court of competent
      jurisdiction interim, provisional or permanent relief in the form of a
      temporary restraining order, preliminary injunction, permanent injunction
      or other equitable relief concerning any Dispute. Without limiting the
      generality of the foregoing, Section 14.15 shall be specifically
      enforceable by both Parties.

	 	 	 
	 	15.13 	
      Force Majeure. Neither Party shall be liable for
      any failure or delay in its performance under this Agreement (other than
      payment obligations) due to any cause beyond its reasonable control,
      including, without limitation, any act of war, acts of God, earthquake,
      flood, embargo, riot, sabotage, labor shortage or dispute, governmental
      act or failure of the Internet (each, a “Force Majeure Event”),
      provided that the affected Party: (a) gives the other Party prompt notice
      of such cause, and (b) uses its commercially reasonable efforts to correct
      promptly, such failure or delay in performance. If the performance of any
      part of this Agreement by either Party is prevented, hindered, delayed or
      otherwise made impracticable by reason of any flood, riot, fire, judicial
      or governmental action, labor shortage or dispute, act of God or any other
      causes beyond the control of either Party, that Party shall be excused
      from such to the extent, and for so long as, it is prevented, hindered or
      delayed by such causes.

	 	 	 
	 	15.14 	
      Notice. Any notice pursuant to this Agreement, if
      specified to be in writing, shall be in writing and shall be deemed given
      (a) if by hand delivery, upon receipt thereof, (b) if by facsimile
      transmission, upon electronic confirmation thereof, if promptly followed
      by a confirmation copy sent by registered mail, return receipt requested,
      (c) if by electronic mail, upon receipt of confirmation electronic mail
      message, if promptly followed by a confirmation copy registered mail,
      return receipt requested, or (d) if by internationally recognized courier
      delivery service (such as Federal Express), upon such delivery. All
      notices shall be addressed as follows (or such other address as either
      Party may in the future specify in writing to the
other):



29


CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	 	In the case of Licensor: 	Neptune Technologies &
      Bioressources Inc. 
	 	  	225, Promenade du Centropolis
  
	 	 	Suite
    200  
	 	  	Laval, Quebec, Canada 
	 	 	H7T
    0B3  
	 	  	Fax: (450) 687-2262 
	 	  	  
	 	In the case of the Company: 	NeuroBioPharm Inc. 
	 	  	(formerly Neuro Vimer Pharm Inc.)
    
	 	  	225, Promenade du Centropolis
  
	 	 	Suite
    200  
	 	  	Laval, Quebec, Canada 
	 	  	H7T 0B3 
	 	  	Fax: (450) 687-2262




	 	15.15 	
      Marking Obligations. The Company shall accurately
      produce or reproduce all Licensor copyright notices and other proprietary
      rights logos and legends, on all copies of Licensed Intellectual Property
      and any related documentation the Company produces or
reproduces.

	 	 	 
	 	15.16 	
      Interpretation. The Company and Licensor agree and
      acknowledge that this Agreement has been freely negotiated and entered
      into by each Party and that no court should in any manner construe any
      ambiguity against the draftsman solely by virtue of its role as
      draftsman.

	 	 	 
	 	15.17 	
      Counterparts. This Agreement may be executed in
      several counterparts, which may be delivered by facsimile transmission
      (provided that originals are thereafter promptly delivered by registered
      mail, return receipt requested), all of which taken together shall
      constitute the entire agreement between the Parties
  hereto.



      
     IN WITNESS WHEREOF the Parties hereto have
executed this Agreement by persons duly authorized as of the date and year first
above written. 

NEPTUNE TECHNOLOGIES &
BIORESSOURCES INC. 

 

By: 
/s/ André Godin                                                

       
André Godin 
        Vice-President,
Administration and Finance 

NEUROBIOPHARM INC. 
(formerly
Neuro Vimer Pharm Inc.) 

 

By:  /s/ Tina Sampalis                                                

       
Tina Sampalis, M.D. Ph.D. 
       
President 

30 

CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.




SCHEDULE A 

LICENSED PATENTS 

LICENSOR PATENTS AND PATENT
  APPLICATIONS

	
    Our 
      
 Reference	
    Inventor  
    
	Country 
	Title 
	
	Status 

    
	 
    

    
    Patent application
      regarding different “applications” for krill oil 

 
		
    Tina SAMPALIS 
    		
    KRILL AND/OR MARINE
      EXTRACTS FOR PREVENTION AND/OR TREATMENT OF CARDIOVASCULAR DISEASES, ARTHRITIS,
      SKIN CANCER, PREMENSTRUAL SYNDROME, DIABETES AND TRANSDERMAL TRANSPORT
     		Pending Application  
    . This application corresponds to a national phase
      entry of the international application .  
		
    Tina SAMPALIS 
    		
    KRILL AND/OR MARINE
      EXTRACTS FOR PREVENTION AND/OR TREATMENT OF CARDIOVASCULAR DISEASES, ARTHRITIS,
      SKIN CANCER, PREMENSTRUAL SYNDROME, DIABETES AND TRANSDERMAL TRANSPORT
     		Pending Application  
    . This application corresponds to a national phase
      entry of the international application .  
		
    Tina SAMPALIS 
    		
    KRILL AND/OR MARINE
      EXTRACTS FOR PREVENTION AND/OR TREATMENT OF CARDIOVASCULAR DISEASES, ARTHRITIS,
      SKIN CANCER, PREMENSTRUAL SYNDROME, DIABETES AND TRANSDERMAL TRANSPORT
     		Pending Application  
    . This application corresponds to a regional phase
      entry of the international application.  


1 

CONFIDENTIAL TREATMENT
REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	Our 

      Reference 	Inventor 
	Country 
	Title 
	
	Status 

		Tina SAMPALIS
    		KRILL AND/OR MARINE
      EXTRACTS FOR PREVENTION AND/OR TREATMENT OF CARDIOVASCULAR DISEASES, ARTHRITIS,
      SKIN CANCER, PREMENSTRUAL SYNDROME, DIABETES AND TRANSDERMAL TRANSPORT 		Divisional application of Application 
		Tina
      SAMPALIS 		KRILL AND/OR MARINE
      EXTRACTS FOR PREVENTION AND/OR TREATMENT OF CARDIOVASCULAR DISEASES, ARTHRITIS,
      SKIN CANCER, PREMENSTRUAL SYNDROME, DIABETES AND TRANSDERMAL TRANSPORT 		Pending Application . This application is an
      extension of rights from the corresponding application, designating.

		Tina SAMPALIS
    		KRILL AND/OR MARINE
      EXTRACTS FOR PREVENTION AND/OR TREATMENT OF CARDIOVASCULAR DISEASES, ARTHRITIS,
      SKIN CANCER, PREMENSTRUAL SYNDROME, DIABETES AND TRANSDERMAL TRANSPORT 		Pending Application . This application corresponds to a national phase
      entry of the international application . 
		Tina
      SAMPALIS 		KRILL AND/OR MARINE
      EXTRACTS FOR PREVENTION AND/OR TREATMENT OF CARDIOVASCULAR DISEASES, ARTHRITIS,
      SKIN CANCER, PREMENSTRUAL SYNDROME, DIABETES AND TRANSDERMAL TRANSPORT 		Pending Application . This application corresponds to
      a national phase entry of the international application



2 

CONFIDENTIAL TREATMENT
REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	Our 
 Reference 	Inventor 
	Country 
	Title 
	
	Status 

		Tina SAMPALIS
    		KRILL AND/OR MARINE
      EXTRACTS FOR PREVENTION AND/OR TREATMENT OF CARDIOVASCULAR DISEASES, RHEUMATOID
      ARTHRITIS, SKIN CANCER AND TRANSDERMAL TRANSPORT 		Abandoned Application . This application corresponds to a national
      phase entry of the international application . 
		Tina SAMPALIS
    		KRILL AND/OR MARINE
      EXTRACTS FOR PREVENTION AND/OR TREATMENT OF CARDIOVASCULAR DISEASES, RHEUMATOID
      ARTHRITIS, SKIN CANCER AND TRANSDERMAL TRANSPORT 		Pending Application . This application corresponds to a divisional
      application of . 
	
    

       “Phospholipids”
      patent applications family 

 
		Fotini
      SAMPALIS 		NATURAL MARINE SOURCE
      PHOSPHOLIPIDS COMPRISING FLAVONOIDS, POLYUNSATURATED FATTY ACIDS AND THEIR
      APPLICATIONS 		Pending application claiming priority date of. 
		Fotini
      SAMPALIS 		NATURAL MARINE SOURCE
      PHOSPHOLIPIDS COMPRISING FLAVONOIDS, POLYUNSATURATED FATTY ACIDS AND THEIR
      APPLICATIONS 		Pending Application , claiming priority date of Application . 


3


CONFIDENTIAL TREATMENT
REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	Our 

      Reference 	Inventor 
	Country 
	Title 
	
	Status 

		Fotini
      SAMPALIS 		NATURAL MARINE SOURCE
      PHOSPHOLIPIDS COMPRISING FLAVONOIDS, POLYUNSATURATED FATTY ACIDS AND THEIR
      APPLICATIONS 		Issued patent claiming priority date of Application .
      Validation in each country of interest was done 
		Fotini
      SAMPALIS 		NATURAL MARINE SOURCE
      PHOSPHOLIPIDS COMPRISING FLAVONOIDS, POLYUNSATURATED FATTY ACIDS AND THEIR
      APPLICATIONS 		Pending Application and claiming priority date on
      Application. 
		Tina
      SAMPALIS 
Alain MARCHAND 		NEW METHOD AND FORMULATION OF
      KRILL AND/OR MARINE EXTRACTS 		Application . 


PATENTS AND PATENT
APPLICATIONS LICENSED BY THIRD
PARTIES TO LICENSOR

	Our 
 Reference 	Inventor 
	Country 
	Title 
	
	Status 

		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued patent. This application corresponds to a national phase entry
      of the international application No. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Pending Application . This application corresponds to a national phase
      entry of the international application. 


4 

CONFIDENTIAL TREATMENT
REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	Our 

      Reference 	Inventor 
	Country 
	Title 
	 	Status 

		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Pending Application . This application corresponds to
      a national phase entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Pending Application and claiming priority on . 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued patent This application corresponds to a
      national phase entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued patent claiming priority date of CA
      Application . Validation in each country of interest will be done 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Extension of Application . Pending Application .
  
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued patent. This application corresponds to a
      national phase entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Pending Application . This is a divisional
      application of application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Pending Application . This application corresponds to
      a national phase entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Pending Application . This application corresponds to
      a divisional application of pending application. 


5 

CONFIDENTIAL TREATMENT
REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	Our 

      Reference 	Inventor 
	Country 
	Title 
	
	Status 

		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued patent. This application corresponds to a
      national phase entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued patent. This application corresponds to a
      national phase entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Pending Application . This application corresponds to
      a national phase entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued patent. This application corresponds to a
      national phase entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Pending Application . This application corresponds to a national phase
      entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued Patent. This application corresponds to a
      national phase entry of the international application 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued Patent. This application corresponds to a
      national phase entry of the international application. 
		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued Patent This application corresponds to a
      national phase entry of the international application 


6


CONFIDENTIAL TREATMENT
REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.





	Our 

      Reference 	Inventor 
	Country 
	Title 
	
	Status 

		Adrien
      BEAUDOIN; Geneviève MARTIN 		METHOD OF EXTRACTING
      LIPIDS FROM MARINE AND AQUATIC ANIMAL TISSUES 		Issued Patent. This application corresponds to a
      national phase entry of the international application.



[REDACTED: Country
Region] [REDACTED: Patent or Application
number 

7 

CONFIDENTIAL TREATMENT
REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.




SCHEDULE B


DEVELOPMENT AND COMMERCIALIZATION OF LICENSED
PRODUCTS

The Company undertakes to develop Licensed Products in the
Field, for application in the following end-user categories: 

	Over-The-Counter Products
  
	Prescription Medical Food Products
  
	Prescription Drug Products. 


The Company shall be responsible, at its own cost, for the
development, for the conduct of all clinical research required as well as for
the commercialization of the Licensed Products in the Licensed Field. 

The Company agrees that the Licensed Products to be
commercialized shall always conform to the following specifications: 


	 	o 	
      The concentration of phospholipids contained in the
      Licensed Products shall be at [REDACTED:
      Concentration]. 




	The Company must ensure that the above-concentrations of phospholipids are
  stable within the Licensed Products [REDACTED: Period].
  


 

 

CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.




SCHEDULE 7.1 

CLAIMS RELATING TO THE LICENSED INTELLECTUAL
PROPERTY

Please refer to: 

	
  the action taken by Adrien Beaudoin and Geneviève Martin against Université
  de Sherbrooke, Groupe Conseil Harland and Neptune Technologies &
  Bioressources Inc. in the Province of Quebec, district of Laval, file number
  540-17-001287-043; and 

  
	
  the following opposition:

  

  Opposition details: 



European Patent No. 1 417 211 

Title:       Natural phospholipids
of marine origin containing flavonoids and polyunsaturated fatty acids and their
uses 
Status:    Granted 30 May 2007 on application no.
02753988.1 
Proprietor:   Neptune Technologies and Bioressources
Inc. 

Opposing parties:


	 	a. 	
      AkerBiomarine, Norway, filed on February 28,
  2008

	 	 	 
	 	b. 	
      Enzymotec Ltd., Israel, filed on February 29,
  2008



 

 

CONFIDENTIAL TREATMENT REQUESTED BY NEPTUNE TECHNOLOGIES
& BIORESSOURCES INC.