THIS PREPAYMENT AGREEMENT is made on

THIS PREPAYMENT AGREEMENT is made on December 4, 2012

TECHNOLOGIES & BIORESSOURCES INC., a corporation governed by the laws of Quebec,

a corporation governed by the laws of Quebec,

THEREFORE, the Parties agree as follows:

AND PRINCIPLES OF INTERPRETATION

PREPAYMENT OF ROYALTIES

The Parties hereby agree that:

Acasti and Neptune acknowledge and agree that the prepayment payable under this Agreement is

exclusive of any retail sales tax, value-added tax, goods and services tax or harmonized sales tax that is required to be collected by Neptune from Acasti (collectively, Sales Taxes ) and that, upon approvals provided in

Section 2.6 below and on the Meeting Date (as defined below), Acasti will pay to Neptune, in addition to the prepayment, any applicable Sales Tax calculated on the prepayment in accordance with the applicable legislation.

Acasti acknowledges that the issuance of the Acasti Shares

as set forth in this Agreement does not contravene Subsection 5.8(e) of the License Agreement in that it does not cause a dilution of its issued and outstanding Acasti Shares of [REDACTED: Percentage].

Acasti and Neptune acknowledge that following the issuance of the Acasti Shares

pursuant to Section 2.1, the conditions set out in Section 5.3(a)(b) and Section 5.3 (a)(c) of the License Agreement shall be deemed to have been met by Acasti within the delays contemplated by the License Agreement.

In the event that, during the Initial Term of the License Agreement (as such

term is defined in the License Agreement), Acasti terminates the License Agreement in accordance with Section 11.2 of the License Agreement, Neptune shall reimburse to Acasti, in cash, that portion of the prepayment paid by Acasti to Neptune

pursuant to Section 2.1 of this Agreement, the whole in accordance with Schedule B to this Agreement.

If on the date of the end of the

next annual meeting of shareholders of Acasti (the Meeting Date ) the approvals required by Section 2.6(a) and 2.6(b) are obtained, then effective on the Meeting Date (or such other date as may be agreed to between the

In the event that the approvals required by

Section 2.6(a) and 2.6(b) are not obtained at the latest on the Meeting Date, (i) this Agreement and the Warrant shall automatically terminate and be void and of no effect, and (ii) Acasti will be required to pay any and all Royalties

owing to Neptune on or after the Effective Date, as if this Agreement had not been entered into.

Any notice, consent or approval required or permitted to be given in connection with this

Agreement (in this Section referred to as a Notice ) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile or

Neptune Technologies & Bioressources Inc.

545, Promenade du Centropolis, Suite 100

Laval, Quebec, Canada

Attention: President

545, Promenade du Centropolis, Suite 100

Laval, Quebec, Canada

Attention: President

Any Notice delivered or

transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a day other than Saturday, Sunday, or any other day on which

commercial banks located in Montreal are no required to be open for business (a Business Day ) prior to 5:00 p.m. local time in the place of delivery or receipt. If the Notice is delivered or transmitted after 5:00 p.m. local

time or if the day is not a Business Day, then the Notice shall be deemed to have been given and received on the next Business Day.

time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section.

No amendment, supplement, modification or waiver or termination of this Agreement and, unless

otherwise specified, no consent or approval by any Party, is binding unless executed in writing by the Party to be bound.

No Party may assign this Agreement or any of the benefits, rights or obligations under this

Agreement without the prior written consent of the other Party.

This Agreement enures to the benefit of and is binding upon the Parties and their respective

successors (including any successor by reason of amalgamation of any Party) and permitted assigns.

The Parties shall, with reasonable diligence, do all things and provide all such

reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to

effect the purpose of this Agreement and carry out its provisions.

This Agreement may be executed by the Parties in counterparts and the

counterparts may be executed and delivered by electronic means, with all counterparts together constituting one agreement.

The Parties confirm that it is their wish that this Agreement, as well as any other documents

relating to this Agreement, including notices, schedules and authorizations have been and shall be drawn up in the English language only. Les signataires confirment leur volont que la pr sente convention, de m me que tous les

documents s y rattachant, y compris tout avis, annexe et autorisation, soient r dig s en anglais seulement.

[Signature page follows]

IN WITNESS OF WHICH the Parties have duly executed this Agreement.

Prepayment Agreement re: Technology License Agreement Neptune/Acasti

SCHEDULE A PAYMENT OF ROYALTIES

[Redacted: Payment Schedule]

SCHEDULE B REIMBURSEMENT

[Redacted: Reimbursement Schedule]

SCHEDULE C - WARRANT

TECHNOLOGY LICENSE AGREEMENT

This TECHNOLOGY LICENSE AGREEMENT (the Agreement ) was entered into this 7th day of August, 2008 (the

Effective Date ) by and between Neptune Technologies & Bioressources Inc. ( Licensor ) and Acasti Pharma Inc. (the Company ) (Licensor and the Company are sometimes referred to herein

individually as a Party and collectively as the Parties ). Agreement was modified on February 20, 2009 and March 7, 2013.

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:

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.

Cardiovascular Field means the class of diseases that involve the heart, blood

vessels or blood. For clarity, cardiovascular disease refers to any disease that affects the cardiovascular system (as used in MeSH), including atherosclerosis, arrythmia, dyslipidemia, insulino-resistance, endothelial abnormalities, coagulopathies,

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.

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.

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 Cardiovascular Field and containing a concentration of phospholipids extracted from Krill: (a) between [REDACTED:

Concentration], and/or (b) between [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