Exhibit 4.27 - Loan Note Redemption Agreement


    Exhibit
      4.27

     

    DATED                                        2005

    


    


    


    


    


    


    


    


    (1) AMARIN
      CORPORATION PLC

    (2) AMARIN
      INVESTMENT HOLDING, LTD

    


     

     

      
        

      

       

    

    LOAN
      NOTE REDEMPTION AGREEMENT

     

    
      
        

      




    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    THIS
      AGREEMENT
      is made
      on May 2005

     

    BETWEEN:

     

    
      	
              (1)

            	
              AMARIN
                CORPORATION PLC
                (a
                company registered in England under number 2353920) whose registered
                office is at 7 Curzon Street, Mayfair, London W1J 5HG ("Amarin");
                and

            


    

     

    
      	
              (2)

            	
              AMARIN
                INVESTMENT HOLDING, LTD
                (an exempted company registered in Bermuda) whose registered office
                is at
                Clarendon House, 2 Church Street, Hamilton, Bermuda (the "AIHL").

            


    

     

    WHEREAS:

     

    
      	
              (A)

            	
              By
                a deed dated 25 February 2004 (the "Deed")
                Amarin constituted £5,000,000 8 per cent Secured Loan Notes 2009 (the
                "Loan
                Notes").

            


    

     

    
      	
              (B)

            	
              Elan
                International Services Limited was the original registered holder
                of
                $5,000,000 principal Loan Notes (the "EISL
                Loan Notes").

            


    

     

    
      	
              (C)

            	
              By
                a securities Purchase Agreement dated 30 September 2004 AIHL purchased
                the
                EISL Loan Notes.

            


    

     

    
      	
              (D)

            	
              By
                a Loan Redemption Agreement dated 7 October 2004 Amarin and AIHL
                agreed
                that Amarin redeem $3,000,000 in principal amount of the Loan Notes
                with
                the proceeds of redemption being immediately used to subscribe for
                2,717,391 at a price of $1.104 per ordinary shares of 5p each in
                the
                capital of Amarin.

            


    

     

    
      	
              (E)

            	
              Amarin
                and AIHL wish to agree that Amarin redeem the remaining $2,000,000
                in
                principal amount of the Loan Notes on the terms of this
                Agreement.

            


    

     

    NOW
      IT IS AGREED
      as
      follows:

     

    	1.  	
            AGREEMENT

          


     

    	1.1  	
            Pursuant
              to Clause 6.1 of the Deed, Amarin shall redeem at par the remaining
              $2,000,000 principal amount of the Loan Notes (the "Redeemed
              Loan Notes")
              immediately following execution of this Agreement. Additionally, Amarin
              shall pay to AIHL within 3 days of the date of execution of this
              Agreement, all interest accrued up to the date of this Agreement
              calculated in the manner set out in the Loan
              Notes.

          


     

    	1.2  	
            AIHL
              hereby directs Amarin to apply the proceeds of redemption of the Redeemed
              Loan Notes forthwith following redemption of the Redeemed Loan Notes
              in
              subscription at the subscription price of $1.30
              for
              1,538,461 ordinary shares of 5 pence each in the capital of Amarin
              ("Ordinary
              Shares")
              provided always that any such redemption shall be subject to the review
              of
              and approval by the Amarin Audit
              Committee.

          


     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    	1.3  	
            For
              the avoidance of doubt the issuance of Ordinary Shares to AIHL as set
              out
              in Clause 1.2 above shall be on the same terms as those offered to
              investors pursuant to the Company’s imminent fundraising to include,
              without limitation, all terms relating to the issuance of warrants
              (if
              any) and the subsequent registration of the securities issued pursuant
              to
              such fundraising with the Securities and Exchange Commission or any
              equivalent stock exchange and any warrant coverage (if any)offered
              to any
              such investors.

          


     

    	2.  	
            FURTHER
              ASSURANCES

          


     

    Each
      party shall do or procure to be done all such further acts and things, and
      execute or procure the execution of all such other documents, as the other
      party
      may from time to time reasonably require for the purpose of giving to the other
      party the full benefit of all of the provisions of this Agreement.

     

    	3.  	
            VARIATION

          


     

    No
      modification, variation or amendment of this Agreement shall be effective unless
      such modification, variation or amendment is in writing and has been executed
      by
      or on behalf of both of the parties.

     

    	4.  	
            ASSIGNMENT

          


     

    Neither
      of the parties shall, without the prior written consent of the other assign,
      transfer, charge or deal in any other manner with this Agreement or any rights
      under it in whole or in part.

     

    	5.  	
            GOVERNING
              LAW AND JURISDICTION

          


     

    This
      Agreement shall be governed by and construed in accordance with English law.
      Each of the parties submits to the non-exclusive jurisdiction of the courts
      of
      England.

     

    	6.  	
            CONTRACTS
              (RIGHTS OF THIRD PARTIES) ACT
              1999

          


     

    A
      person
      who is not a party to this Agreement shall have no right under the Contracts
      (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but
      this shall

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


     

    not
      affect any right or remedy of a third party which exists or is available apart
      from that Act.

     

    	7.  	
            COUNTERPARTS

          


     

    This
      Agreement may be signed in any number of counterparts, each of which, when
      executed shall be an original and all of which together evidence the same
      agreement.

     

    SIGNED
      by or on
      behalf of the parties.

    


    


    


    SIGNED
      by

    for
      and
      on behalf of

    AMARIN
      CORPORATION
      PLC                                                                                
................................................................

    


    


    


    SIGNED
      by

    for
      and
      on behalf of

    AMARIN
      INVESTMENT HOLDING,
      LTD                                                                
................................................................

    
 

     

     

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