Exhibit 4.5

                                  FORM 51-102F3
                             MATERIAL CHANGE REPORT



ITEM 1   NAME AND ADDRESS OF COMPANY

         Neurochem Inc. ("Neurochem")
         275 Armand-Frappier Blvd.
         Laval, Quebec
         H7V 4A7


ITEM 2   DATE OF MATERIAL CHANGE

         February 23, 2005


ITEM 3   NEWS RELEASE

         A press release was disseminated by Canada Newswire on February 23,
         2005 from Montreal, Quebec.


ITEM 4   SUMMARY OF MATERIAL CHANGE

         Neurochem announced that it has filed a short form preliminary
         prospectus with the Canadian securities regulators and a registration
         statement with the U.S. Securities and Exchange Commission in
         connection with an offering of its common shares (the "Offering").


ITEM 5   FULL DESCRIPTION OF MATERIAL CHANGE

         The Offering will consist of a new issue of 4,000,000 common shares of
         Neurochem. UBS Investment Bank will be acting as the sole book running
         underwriter in this Offering, and CIBC World Markets Inc., Piper
         Jaffray, BMO Nesbitt Burns Inc., Desjardins Securities Inc., Fortis
         Securities LLC and Wells Fargo Securities will be acting as
         co-managers.

         The net proceeds from the Offering will be used to fund Neurochem's
         clinical trials of its investigational product candidates, primarily
         Alzhemed(TM), as well as to further complete pre-clinical and research
         and development programs and the balance for the marketing of
         Fibrillex(TM), working capital and general corporate purposes.


ITEM 6   RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102

         This report is not being filed on a confidential basis.





ITEM 7   OMITTED INFORMATION

         N/A


ITEM 8   EXECUTIVE OFFICER

         For further information, please contact Lise Hebert, Vice-President,
         Corporate Communications, at 450.680.4572.


ITEM 9   DATE OF REPORT

         February 28, 2005



                                   (signed) David Skinner
                                   ---------------------------------------------

                                   David Skinner
                                   General Counsel and Corporate Secretary