Exhibit 4.28 - Services Agreement


    Exhibit
      4.28

    


    SERVICES
      AGREEMENT

     

    AGREEMENT made
      on
      the 16th
      day of
      June, 2005 (“Effective Date”)

     

    BETWEEN ICON
      CLINICAL RESEARCH LIMITED of South County Business Park, Leopardstown, Dublin
      18
      (hereinafter called “ICON”)

     

    AND AMARIN
      NEUROSCIENCE LIMITED of Kings Park House, Laurelhill Business Park, Stirling,
      UK
      FK7 9PQ (hereinafter the “CLIENT”)

     

    RECITALS:

    


    WHEREAS
      ICON is a contract research organization and is engaged in the business of
      clinical trials management, monitoring and data management and of providing
      expertise in such areas to the Pharmaceutical and Biotechnology industries
      worldwide.

    


    WHEREAS
      the CLIENT is a limited liability company and is engaged in the development
      of
      pharmaceutical products.

    


    WHEREAS
      the parties
      entered into a Letter of Intent dated March 9, 2005 (the “LOI”), pursuant to
      which ICON agreed to provide interim services with respect to the
      CLIENT’s
      US
      study entitled “A Multi-Center, Double-Blind, Randomized, Parallel Group,
      Placebo-Controlled Trial of Miraxion (ethyl-EPA) in Patients with Mild to
      Moderate Huntington’s Disease” with Protocol Number AN01.01.0011 (the “US
      Study”) together with the Client’s EU study entitled” A Multi-Center,
      Double-Blind, Randomized, Parallel Group, Placebo-Controlled Trial
      of Ethyl-EPA (Ethyl-Icosapent) ) in Patients with Huntington’s Disease”
with Protocol Number AN01.01.0012 (the “EU Study”) , each as set out in Appendix
      A (collectively
      known as the “Studies” or individually a “Study)). The parties have reached
      agreement on the scope of the services to be provided by ICON and other
      pertinent matters, and this Agreement is the contract for services agreement
      referred to in the LOI, pursuant to which ICON will render Services (defined
      below).

    


    WHEREAS
      the CLIENT desires to retain ICON to provide, and ICON wishes to provide, the
      services more particularly described in the Proposal set out in Appendix C,
      and
      incorporated as part of this Agreement (the “Services”), to the CLIENT in
      connection with the Studies, subject to the terms and conditions of this
      Agreement and for the purposes set out herein.

    


    THE
      PARTIES HERETO AGREE AS FOLLOWS:

    


    
      	
              1.

            	
              OBLIGATIONS
                OF THE PARTIES:

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              1.1

            	
              Engagement
                ICON shall carry out the provision of the Services in
                accordance with the terms of this Agreement and the Appendices
                hereto.

            


    

     

    
      	
              1.2

            	
              ICON
                shall perform the Services with reasonable care and skill and shall
                ensure
                that personnel engaged by it in the provision of the Services are
                competent and have appropriate professional qualifications, training
                and
                experience. All obligations which CLIENT desires to delegate to ICON
                are
                specified in Appendix C under Assignment of Responsibilities. Any
                obligation not delegated to ICON pursuant to this Agreement and its
                Appendices shall be retained by the CLIENT or as otherwise indicated
                in
                Appendix C. ICON acknowledges that the provision of the Services
                within
                the timetable set and agreed to by the parties (to include without
                limitation, the timetable set out in Appendix C) is of importance
                to the
                CLIENT and accordingly ICON shall use all its best commercial endeavours
                to meet deadlines set, by or on behalf of the CLIENT, for the provision
                of
                the Services.

            


    

     

    
      	
              1.3

            	
              In
                performing the Services, ICON shall (where appropriate),comply with
                and
                shall
                use all its best commercial endeavours to procure
                compliance with the following:

            


    

     

    
      	 	
              1.3.1

            	
              the
                Study Protocols and any subsequent
                amendments;

            


    

     

    
      	 	
              1.3.2

            	
              the
                ICH Harmonised Tripartite Guideline for Good Clinical Practice or
                its
                local equivalent (“GCP”);

            


    

     

    
      	 	
              1.3.3

            	
              all
                applicable national and local laws, rules and regulations and those
                promulgated by any relevant regulatory authority, and relevant
                professional standards;

            


    

     

    
      	 	
              1.3.4

            	
              all
                reasonable written and verbal instructions of CLIENT provided that
                all
                material verbal instructions of CLIENT are reduced to writing and
                provided
                to ICON within 3Business Days of any such verbal
                instruction.

            


    

     

    
      	
              1.4

            	
              Each
                party shall from time to time by notice to the other nominate a
                representative(s) for primary liaison relating to the Services, which
                from
                the date of this Agreement shall be as
                follows:

            


    

     

    For
      CLIENT:   Karen
      McGregor

                                       
      Clinical Project Manager

    For
      ICON:       Pauline Jansen

                                       
      Clinical Project Manager

    


    
      	
              1.5

            	
              ICON
                agrees that all personnel performing the Services shall be
                employees,
                contractors
                or
                sub-contractors of ICON and that nothing in this Agreement shall
                be deemed
                to create a contract of employment between CLIENT and any employee
                or
                sub-contractor of ICON.

            


    

     

    
      	
              1.6

            	
              ICON
                agrees (provided CLIENT has given it adequate written
                notice
                in advance) to allow CLIENT to attend the site(s) where the Services
                are
                being 

            


    

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    conducted
      for the purpose of monitoring and reviewing the performance of the Services
      at
      times and dates mutually acceptable to all parties and to give CLIENT its
      full
      co-operation in this regard.

     

    
      	
              1.7

            	
              Changes
                in Scope - The time and cost estimates contained in the Budget in
                Appendix C are subject to the specific assumptions agreed to by the
                parties hereto and set out therein and to the general assumptions
                that the
                scope of the Services do not change (the “Scope”), that nothing unforeseen
                occurs which affects the budget and/or timelines and which is outside
                of
                the reasonable control of either party, that the CLIENT timely carries
                out
                its obligations under this Agreement and does nothing to prevent
                or hinder
                ICON from performing its obligations under this
                Agreement.

            


    

     

    
      	
              1.8

            	
              In
                the event that there is a change in Scope, the costs and timelines
                specified in the Cost Proposal will be modified as
                follows:

            


    

     

    
      	 	
              1.8.1

            	
              in
                the event the CLIENT wishes to modify the Services or ICON identifies
                a
                reasonably necessary modification, the identifying party will notify
                the
                other of such proposed modification. ICON will then provide the CLIENT
                with an estimate of the modification to the costs and
                timelines;

            


    

     

    
      	 	
              1.8.2
                

            	
              the
                CLIENT will then have 15 Business Days to approve or reject the proposed
                modification. While the CLIENT is reviewing the proposed modification,
                ICON will continue to perform its agreed-upon obligations but will
                not
                implement the modification.

            


    

     

    
      	 	
              1.8.3

            	
              should
                the CLIENT reject the proposed modification the parties will use
                their
                best efforts to agree upon a mutually acceptable
                modification.

            


    

     

    
      	
              1.9

            	
              Compliance
                with Regulations - In performing the Services, ICON shall comply
                with GCP,
                all applicable national and local laws, rules and regulations and
                those
                promulgated by any relevant regulatory authority. The CLIENT will
                also
                comply with all such applicable laws and regulations applicable to
                its
                role hereunder where non-compliance would impact on ICON including,
                but
                not limited to, personal data protection obligations. The CLIENT
                hereby agrees that ICON will not be held liable for any past performance
                in the event that the clinical research and related services which
                have been be performed by ICON to comply with the obligations set
                forth in
                this Agreement or related Protocol(s) and therefore at the CLIENT's
                request, become, partly or as a whole, inconsistent with a new law or
                legal obligation, rule or regulation, which would become effective
                during
                the performance of such research and related
                services.

            


    

     

    
      	
              2

            	
              RELATIONSHIP
                BETWEEN THE PARTIES:

            


    

     

    
      	
              2.1

            	
              Status
                of relationship
                -
                Nothing in this Agreement shall be construed as creating any relationship
                of partnership, joint venture or agency as and between the Parties
                hereto.

            


    

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


     

    
      	
              2.2

            	
              Independent
                contractors
                -
                No relationship of employer or employee shall arise or be created
                under
                this Agreement as and between the CLIENT and ICON and/or any personnel
                engaged by ICON to perform the Services (the “ICON personnel”). ICON
                personnel shall not be eligible for any of the CLIENT employee benefits,
                nor shall the CLIENT be obliged to make any deductions from ICON’S fees
                for taxes, such taxes being the sole responsibility of
                ICON.

            


    

     

    
      	
              2.3

            	
              Staff
                Solicitation
                -
                During the term of this Agreement, and for one year thereafter, (the
                “Restricted Period”), each party agrees not to solicit directly any
                employee of the other who has provided any of the Services or who
                becomes
                known to the other party by reason of this appointment, for employment
                with the that party whether as an employee, independent contractor
                or
                otherwise. If a party breaches this provision (a “Defaulting Party”), it
                agrees to pay to
                the other party (a “Non-Defaulting Party”) 3
                months
                of the employee’s base salary, to be calculated as the base salary at the
                time of employee’s departure from the Non-Defaulting Party. This payment
                provision shall not apply to hiring a party’s employees who, in the
                absence of solicitation, direct or indirect, by the Defaulting Party
                apply
                for a position with the the Defaulting Party and are hired by the
                Defaulting Party, nor shall it apply to ex-employees of a party;
                in each
                of these cases, the party shall be free to hire without obligation
                whatsoever to the Non-Defaulting Party where it is reasonable in
                the
                circumstances to take the view that the departure of such employee
                was not
                linked to the hiring by the Defaulting
                Party.

            


    

     

    
      	
              2.4

            	
              ICON
                Corporate Affiliates Permissible
                -
                The CLIENT agrees that ICON may use the services of ICON affiliates,
                (each
                an “ICON Affiliate”), to fulfill ICON’s obligations under this Agreement.
                Any ICON Affiliate(s) so used shall be subject to all of the terms
                and
                conditions applicable to ICON under this Agreement and ICON shall
                remain
                responsible for enforcing the terms hereof and shall indemnify and
                hold
                harmless the CLIENT from and against all breaches of any of the terms
                and
                conditions of this Agreement by any ICON Affiliate. For the purposes
                of
                this provision, an ICON Affiliate shall mean a company, which, directly
                or
                indirectly, controls, is controlled by or is under common control
                with
                ICON. Control means ownership of fifty percent (50%) of the capital
                stocks
                or the voting rights of ICON, or the legal power to direct or cause
                the
                direction of ICON’s general management and
                policies.

            


    

     

    
      	
              3

            	
              TERM
                & TERMINATION

            


    

     

    
      	
              3.1

            	
              Period
                of Agreement
                -
                The period of performance under this Agreement shall commence on
                the date
                of this Agreement and shall remain in force (subject to earlier
                termination pursuant to Clause 3.2) until the completion of the Services
                in accordance with the terms of this
                Agreement.

            


    

     

    
      	
              3.2

            	
              Early
                termination
                -
                This Agreement and any extension thereof is subject to earlier
                termination:

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              3.2.1

            	
              may
                be terminated in whole or in part (as to one of the two Studies)
                without
                cause by either party at any time during the term of the Agreement
                on
                sixty (60) days prior written notice to the other
                party;

            


    

     

    
      	 	
              3.2.2

            	
              if
                a
                party commits any material breach of any of the provisions of this
                Agreement, and, in the case of a breach capable of remedy, fails
                to remedy
                the same within 30 days after receipt of a written notice from the
                other
                party giving full particulars of the breach and confirming the intention
                to terminate if not remedied. Consent to extend the remedy period
                shall
                not be unreasonably withheld, so long as the breaching party has
                commenced
                the remedy during the thirty day notice period and pursues the remedy
                of
                the breach in good faith;

            


    

     

    
      	 	
              3.2.3

            	
              if
                either party shall become bankrupt or insolvent or if all or a substantial
                part of its business or assets shall be placed in the hands of a
                Receiver,
                Administrator, Administrative Receiver, Trustee in Bankruptcy or
                similar
                or analogous officer or an insolvency practitioner, whether by its
                voluntary act or otherwise, then this Agreement and the rights granted
                herein shall immediately be subject to termination at the option
                of the
                other party.

            


    

     

    
      	
              3.3

            	
              Return
                of materials on termination
                -
                Upon termination of this Agreement for any reason, ICON shall promptly
                deliver to the CLIENT all documents, data and materials in whatever
                form,
                (including any reproductions of same) of any nature pertaining to
                ICON’S
                provision of Services under this Agreement and/or pertaining to any
                Confidential Information as described in Clause 5. Notwithstanding
                the
                foregoing, ICON may retain, solely for the purpose of determining
                the
                scope of its obligations under this Agreement, one (1) copy of documents,
                data or other materials generated
                hereunder.

            


    

     

    
      	
              4

            	
              PAYMENT

            


    

     

    
      	
              4.1

            	
              Cost
                of Services
                -
                ICON agrees, insofar as it is possible, that all of its direct costs
                for
                the Services are set out in the Budget at Appendix C (on the basis
                that
                the assumptions set out in the this Agreement as agreed by the parties
                hereto are accurate) will not exceed the total sum as set out in
                Appendix
                C without prior written authorization from the CLIENT. CLIENT shall
                pay
                ICON in accordance with the budget and milestone schedule attached
                hereto
                as Appendices B &C and incorporated herein by reference (the
                “Budget”). The parties estimate that the payments provided for in the
                Budget will be sufficient to support the Studies, but ICON may submit
                to
                CLIENT and/or the CLIENT may request a revised budget in the event
                that
                costs may reasonably be projected to exceed or be less than the Budget.
                Except as otherwise provided in this Agreement, CLIENT will not be
                required to make any payment in excess of the Budget without CLIENT’S
                prior written approval.

            


    

     

    
      	
              4.2

            	
              Fees
                -
                The CLIENT shall, where within the scope for the Service to be provided
                for each Study, pay to ICON the Investigator fees, other out-of-pocket
                costs, and ICON’s fees as are determined pursuant to clause 4.1
                above.

            


    

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


     

    Such
      fees
      and costs shall be paid in accordance the Appendix B attached hereto (Payment
      Schedule)

     

    
      	
              4.3

            	
              Payment
                for Early Termination
                -
                In the event this Agreement is terminated before the conclusion of
                the
                provision of the Services for any reason, ICON shall use its best
                efforts
                to reduce the cost and/or loss incurred or suffered by the CLIENT
                as a
                result of such early termination and: CLIENT shall
                pay:

            


    

     

    
      	 	
              4.3.1
                a)

            	
              all
                fees outstanding to ICON for Services provided up to the date of
                early
                termination together with all reasonable costs incurred by ICON to
                complete its obligations in relation to the provision of the
                Services,

            


    

     

    4.3.1b)
      all fees and pass through costs incurred up to date of such termination together
      with all future pass through costs which cannot be cancelled or
      recovered.

     

    
      	
              4.4

            	
              Payment
                terms
                -
                The CLIENT acknowledges that the provision of the Services pursuant
                to
                this Agreement is largely labor intensive and accordingly agrees
                to pay
                each invoice within 30 days of the date of issue. Interest will be
                charged
                in the amount of 1% per month (or part thereof) in respect of all
                invoices
                paid later than 30 days after the date of receipt of ICONs invoice
                properly rendered in accordance with the terms of this Agreement
                .Payment
                for any services provided hereunder shall be made to ICON in GBP£ (where
                relating to the E.U. Study) and in US$ (where relating to the U.S.
                Study)

            


    

     

    
      	
              4.5

            	
              Float
                - To ensure ICON does not suffer a cash flow depletion as a result
                of the
                performance of the Services, the CLIENT will provide upfront a float
                of
                10% from time to time of the estimated pass through costs (the “Float”).
                Within 7 Business Days of the Date of this Agreement the CLIENT shall
                provide to ICON a sum (representing 10% of the total
                estimated pass through costs as set out in Appendix C). Thereafter,
                and
                subject to prior written approval in accordance with Clause 4.5 below
                (where applicable), the Float may be applied to all reasonable and
                necessary travel and out of pocket expenses incurred by it in the
                course
                of providing the Services. ICON shall issue to the Client an expense
                report detailing the pass through expenses incurred and shall permit
                the
                CLIENT upon reasonable notice to attend the ICPN offices and audit
                the
                original invoices or vouchers or other evidence of actual payment
                of any
                such out of pocket expenses. ICON shall issue to the Client a written
                request for replenishment of the Float once the initial Float is
                depleted
                by expenditure. For the avoidance of doubt ,upon depletion of the
                Float,
                the CLIENT shall within 7 Business Days of written request by ICON
                the
                CLIENT provide to ICON such sum as then represents 10% of the reducing
                balance of the total estimated pass through costs as set out in Appendix
                C. Upon the earlier of termination or expiry of this Agreement ICON
                shall
                with 7 Business days and without set off, deduction or counterclaim
                repay
                the unused balance of the Float to the
                CLIENT.

            


    

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


     

    
      	
              4.5

            	
              Expenses
                -
                Additionally, the CLIENT shall (on the presentation of invoices or
                vouchers or other evidence of actual payment) reimburse ICON for
                all
                reasonable and necessary travel and out of pocket expenses incurred
                by it
                in the course of providing the Services provided
                that in the case of any individual item of expenditure exceeding
£1000,
                the CLIENT’s written approval has been given for such expenditure.
                Travel
                expenditure shall be incurred by ICON only in accordance with pre-
                agreed
                travel guidelines.

            


    

     

    
      	
              4.6

            	
              Value
                Added Tax (VAT)
                -
                unless otherwise stated, all amounts quoted in this Agreement are
                exclusive of VAT which will, if required, be charged to each invoiced
                amount at the appropriate rate.

            


    

     

    
      	
              5

            	
              CONFIDENTIALITY
                AND DATA PROTECTION

            


    

     

    
      	
              5.1

            	
              Definition
                of confidential information
                -
                For the purposes of this Agreement “Confidential Information” shall
                mean:-

            


    

     

    “Any
      and
      all information in whatever form pertaining to all Intellectual Property,
      Know-How, trade secrets, ideas, processes, programs and all tangible and
      intangible information relating to formulations, products, processes, designs,
      formulas, methods, developmental or experimental work, clinical data,
      improvements, discoveries, pending or potential patent claims and any
      information derived therefrom, plans for research, new products, marketing
      and
      selling plans, business plans, budgets and unpublished financial statements,
      licenses, pricing and costing information, identities of suppliers, customers
      of
      either party’s and information regarding the skills and compensation of
      employees or other consultants of either party.”

     

    
      	
              5.2

            	
              Undertaking
                not to disclose
                -
                Each party specifically undertakes and warrants that it (either by
                itself
                or through any of its servants or agents, or with or through any
                person),
                during the period of this Agreement and for a period of 7 years
                thereafter, shall not use, disclose, publicize, disseminate, promote
                or
                advertise (other than with the prior written consent of the other
                party,
                or as may be required by law), any of the other party’s confidential
                information as defined herein.

            


    

     

    
      	
              5.3

            	
              Exclusions
                -
                The obligations of the parties in Clause 5.2 shall not extend to
                any
                confidential information which:

            


    

     

    
      	 	
              5.3.1

            	
              is
                or becomes generally available to the public otherwise than by reason
                of a
                breach by the recipient of Clause 5.2 above,
                or

            


    

     

    
      	 	
              5.3.2

            	
              is
                known to the recipient party and is at its free disposal prior to
                its
                receipt from the other; or;

            


    

     

    
      	 	
              5.3.3

            	
              is
                subsequently disclosed to the recipient party without being made
                subject
                to an obligation of confidence by a third party;
                or;

            


    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              5.3.4

            	
              ICON
                or the CLIENT may be required to disclose under any statutory, regulatory
                or similar legislative requirements subject to the imposition of
                the
                obligations of secrecy wherever possible in that relationship;
                or

            


    

     

    
      	 	
              5.3.5

            	
              is
                disclosed by ICON to a third party to such extent only as is necessary
                for
                the purposes contemplated by this Agreement and subject to ICON using
                all
                reasonable endeavors to ensure that the person in question keeps
                the same
                confidential and does use the same except for the purposes for which
                the
                disclosure is made.

            


    

     

    
      	
              5.4

            	
              ICON
                undertakes that it shall comply with the European Data Protection
                Directive (95/46/EC) and take all possible measures to prevent unlawful
                or
                unauthorised processing of personal data when acting on CLIENT’S
                behalf.

            


    

     

    
      	
              5.5

            	
              ICON
                undertakes
                that it shall ensure that any
                contract ICON enters in to with the Investigators
                or
                any other relevant third party
                will state
                that CLIENT is the controller of personal data, and consent that
                the
                personal
                data may be processed, disclosed or transferred and that this may
                include
                transference to countries both within and outside Europe where the
                data
                protection laws may not be as good.

            


    

     

    
      	
              5.6

            	
              Inventions
                -ICON acknowledges that:

            


    

     

    
      	 	
              5.6.1

            	
              any
                and all Intellectual Property, Know-how and Confidential Information
                provided, or disclosed, to it by CLIENT is, and shall remain, the
                exclusive property of CLIENT;

            


    

     

    
      	 	
              5.6.2

            	
              any
                Intellectual property or Know-How generated during the provision
                of the
                Services and/or relating to the Studies shall vest in and shall be
                owned
                by CLIENT absolutely and shall be included in CLIENT's Intellectual
                Property and Know-how.

            


    

     

    and
      ICON
      undertakes, and undertakes to ensure that its respective directors and employees
      shall undertake, to assign all right, title and interest in any Intellectual
      Property or Know-How generated during the provision of the Services to CLIENT,
      and ICON further undertakes to ensure that it, and its directors and employees,
      shall, at CLIENT's request and expense, execute all documents and do all things
      necessary to vest all right, title and interest in any such intellectual
      property and know-how in CLIENT and ICON undertakes, in relation to the
      provision, or disclosure, of CLIENT's Intellectual Property, Know-how and
      Confidential Information, to observe its obligations of confidentiality pursuant
      to Clause 5.2(Confidentiality).

     

    
      	
              5.7

            	
              Data
                Management only: ICON Programming will evaluate requests for SAS
                code on a
                case by case basis. Requests for SAS code should be forwarded to
                the
                appropriate Department Head. Any SAS code provided will be with the
                understanding that any support by ICON for the code will be considered
                out
                of scope unless explicitly included in the schedule of services.
                All
                proprietary macros will be compiled. Although the CLIENT and regulatory
                authorities 

            


    

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


     

    will
      have
      permission to use the software, ICON will retain ownership of it. The CLIENT
      must agree that the software will be used only on the protocol(s) for which
      it
      was written by ICON and will not be used for any other purpose.

     

    
      	
              5.8

            	
              For
                the avoidance of doubt ICON shall not any time (without the CLIENT’s prior
                written consent) publicly disseminate or otherwise publish any of
                the
                results or data arising form the Services provided hereunder or its
                relationship with the CLIENT.

            


    

     

    
      	
              5.9

            	
              Cooperation
                by ICON to prosecute protection - Upon the CLIENT’s request and at the
                CLIENT’s expense, ICON shall execute and shall use
                its best commercial endeavours procure
                that any subcontractor executes such documents and take such actions
                as
                the CLIENT deems necessary or appropriate to obtain patent or other
                proprietary protection in the CLIENT’s name concerning any of the
                foregoing.

            


    

     

    
      	
              6

            	
              LIABILITY
                & INDEMNITY

            


    

     

    
      	
              6.1

            	
              CLIENT
                shall indemnify, defend and hold harmless ICON and its agents,
                representatives, trustees, officers and employees (“ICON Indemnitees”)
                from and against any demands, actions, claims, judgments or settlements
                (“Claims”) that may be made or instituted against any of them (including
                the reasonable attorneys’ fees and other reasonable costs and expenses of
                defense), by reason of personal injury (including but not limited
                to
                death) or property damage to the extent it arises out of or is connected
                with the performance of a Study; provided, however, that CLIENT shall
                not
                be liable for any loss or damage resulting from any ICON Indemnitee’s (a)
                failure to adhere to the material terms of a Study or this Agreement;
                and/or (b) failure to comply with any applicable regulatory or other
                government requirement; (c) negligence or willful misconduct
                .

            


    

     

    
      	
              6.2

            	
              ICON
                agrees to indemnify and hold harmless the CLIENT and its agents,
                representatives, trustees, officers and employees (the “CLIENT
                Indemnitees”) from and against any Claims that may be made or instituted
                against any of them (including the reasonable attorneys’ fees and other
                reasonable costs and expenses of defense), by reason of personal
                injury
                (including but not limited to death) or property damage to the extent
                it
                arises out of any ICON Indemnitee’s (a) failure to adhere to the material
                terms of a Study or this Agreement; and/or (b) failure to comply
                with any
                applicable regulatory or other government requirement; (c) negligence
                or
                willful misconduct.

            


    

     

    
      	
              6.3

            	
              The
                indemnities above shall be subject to the following
                provisions:

            


    

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              6.3.1

            	
              a
                party (including its indemnities) claiming under one of the indemnities
                above ( the “Indemnified Party”) shall fully and promptly inform the other
                party (the “Indemnifying Party”) of any third party claim made against it
                or one of its indemnities covered by the
                indemnity;

            


    

     

    
      	 	
              6.3.2

            	
              the
                Indemnified Party shall take all reasonable steps to mitigate its
                loss in
                relation to the indemnity;

            


    

     

    
      	 	
              6.3.3

            	
              the
                Indemnified Party shall make no admission of liability to any third
                party
                in relation to any Claim made against it covered by the
                indemnity;

            


    

     

    
      	 	
              6.3.4

            	
              the
                Indemnified Party shall permit Indemnifying Party to take full control
                of
                such Claim or proceedings;

            


    

     

    6.3.5
      the
      Indemnified Party shall assist in the investigation and defense of such Claim
      or
      proceedings.

     

    
      	
              6.4

            	
              ICON
                warrants that it:

            


    

     

    
      	 	
              6.4.1

            	
              has
                full capacity and capability to carry out the Services in accordance
                with
                the terms of this Agreement;

            


    

     

    
      	 	
              6.4.2

            	
              shall
                use all due skill and care in the provision of the
                Services;

            


    

     

    
      	 	
              6.4.3

            	
              shall
                commit the requisite number of its appropriately skilled and qualified
                employees in order to provide the Services within the timetable and
                the
                Budget; and

            


    

     

    
      	 	
              6.4.4

            	
              shall
                comply with all applicable regulatory and statutory requirements
                in force
                which may relate to the provision of the
                Services.

            


    

     

    
      	
              6.5

            	
              Exclusion
                of equential loss
                -
                Neither party shall be liable to the other for loss, damage, or liability
                in respect of loss of profits, business or revenue loss, special,
                indirect
                or consequential loss (even if foreseeable or in the contemplation
                of
                either party).

            


    

     

    
      	
              6.6

            	
              Maintenance
                of insurance
                -
                ICON and the CLIENT shall at their own expense obtain and maintain
                insurance of a type and amount adequate to cover all loss, damage,
                liability or costs in respect of which it is liable to indemnify
                the other
                under the provisions of this clause and shall not do or omit
                any act, matter or thing which may prejudice or render voidable any
                such
                insurance. Each party will, forthwith on request by the other, provide
                the
                party requesting the same with evidence of the insurance as that
                party may
                reasonably require.

            


    

     

    
      	
              7.

            	
              GENERAL
                PROVISIONS

            


    

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


     

    
      	
              7.1

            	
              Assignment
                & Sub Contracting
                -
                this Agreement may not be assigned by either party without the prior
                written consent of the other party (such consent not to be unreasonably
                withheld or delayed) provided that the CLIENT may assign this Agreement
                to
                any affiliated company. ICON may contract with other parties to perform
                certain of the Services but shall only do so upon prior written approval
                of the CLIENT as to the party involved and the terms of
                appointment.

            


    

     

    
      	
              7.2

            	
              Good
                Faith
                -
                Each party will act in good faith in its performance of this Agreement
                and
                will not unreasonably delay or withhold the giving of any consent,
                decision or approval that is either requested or reasonably required
                by
                the other party in order to perform its responsibilities under this
                Agreement.

            


    

     

    
      	
              7.3

            	
              Notices
                -
                any notice or other communication to be given under this Agreement
                shall
                be delivered personally or sent by first-class pre-paid post or facsimile
                transmission (confirmed by first-class pre-paid post) addressed as
                follows:

            


    

     

    If
      to the
      CLIENT to:

     

    General
      Counsel & Company Secretary

    Amarin
      Neuroscience Limited

    c/o
      Amarin Corporation plc

    Curzon
      Street

    Mayfair

    London

     

    Fax
      No.
      +44 (0) 20 7499 9004

     

    If
      to
      ICON to:

    Chris
      Doel

    ICON
      Clinical Research UK Limited

    Concept
      House

    6
      Stoneycroft Rise

    Chandlers
      Ford, Eastleigh

    Hampshire,
      SO53 3LD

    Fax
      No:
      +44 (2380) 688501

     

    With
      a
      copy to:

    Legal
      Department

    ICON
      Clinical Research Limited

    South
      County Business Park

    Leopardstown

    Dublin
      18

     

    or
      to
      such other designation as either party may hereafter notify to the
      other
      in accordance with other provisions in this clause.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


     

    
      	
              7.4

            	
              All
                such notices or other communications shall be deemed to have been
                served
                as follows:

            


    

     

    
      	 	
              (a)

            	
              If
                delivered personally, at the time of such delivery,
                or;

            


    

     

    
      	 	
              (b)

            	
              if
                sent by first-class pre-paid post, three business days (Saturday,
                Sundays
                and Bank or other public holidays excluded) after being placed in
                the
                post.

            


    

     

    
      	
              7.5

            	
              Modification
                & Waiver
                -
                no modification of this Agreement shall be deemed effective unless
                in
                writing and signed by each of the parties hereto, and no waiver of
                any
                right set forth herein shall be deemed effective unless in writing
                and
                signed by the party against whom enforcement of the waiver is
                sought.

            


    

     

    
      	
              7.6

            	
              Survival
                -
                the expiration or earlier termination of this Agreement, (howsoever
                caused) shall not affect any of the terms, provisions, representations
                or
                warranties hereof which are expressed to continue after such expiration
                or
                termination, nor shall any such expiration or termination affect
                the
                rights or obligations of either party hereto in respect of any antecedent
                breach of this Agreement.

            


    

     

    
      	
              7.7

            	
              Severability
                -
                if any of the provisions of or a portion of any of the provisions
                of this
                Agreement is held to be unenforceable or invalid by a court of competent
                jurisdiction, the validity and enforceability of the enforceable
                portion
                of any such provision and/or the remaining provisions shall not be
                affected thereby.

            


    

     

    
      	
              7.8

            	
              Entire
                Agreement
                -
                this Agreement incorporates Appendices A ,B and C - hereto which
                together
                represents the entire Agreement between the parties and supersedes
                all
                prior negotiations, representations or agreements, written or oral
                relating to the subject matter hereof but without prejudice to any
                rights
                which may have already accrued thereunder to either
                party.

            


    

     

    
      	
              7.9

            	
              Force
                Majeure
                -
                neither party shall be liable for any failure to perform or delay
                in
                performing any obligations under this Agreement if such failure or
                delay
                is due to fire, flood, earthquake, strike or any other industrial
                disturbance, war (declared or undeclared), embargo, blockade, legal
                prohibition, regulatory delays, drug delays, riot, insurrection or
                any
                other cause beyond the control of such defaulting party preventing
                or
                delaying the performance of such obligations; provided that such
                obligations shall be performed immediately upon the termination of
                such
                cause and provided further that in the event of such failure or delay
                continuing for more than two (2) months either party may, without
                incurring liability to the other, terminate this Agreement immediately
                by
                written notice to the other party.

            


    

     

    
      	
              7.10

            	
              Governing
                Law
                -
                this Agreement shall in all respects (including the formation thereof
                and
                performance thereunder), be governed by and construed in accordance
                with
                the laws for the time being in force in England and the parties hereto
                hereby submit to the exclusive jurisdiction of the English
                courts.

            


    

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


     

    
      	
              7.11

            	
              Counterparts
                -
                this Agreement may be executed in 2 counterparts each of which shall
                be
                deemed an original, but both of which together shall constitute one
                and
                the same instrument.

            


    

     

    
      	
              8.

            	
              definitions
                and interpretation

            


    

     

    
      	
              8.1

            	
              Definitions-
                In this Agreement the following expressions shall have the following
                meanings namely:

            


    

     

    “Agreement”
      means this service agreement including the Appendices hereto;

     

    “Business
      Day(s)” means a day, other
      than Saturday or Sunday, on which the clearing banks are generally open for
      business in Scotland
      or
      Ireland;

     

    "Intellectual
      Property" means all Know-how and existing and future intellectual and industrial
      property rights including, but not limited to, patents, design rights (whether
      registered or unregistered), trade marks (whether registered or unregistered)
      and any applications therefor, copyright, know-how and Confidential
      Information;

     

    "Know-how"
      means all secret and confidential ideas, concepts, unpatentable inventions,
      drawings, models, specifications, formulae, data, processes, procedures,
      techniques and any other technical and financial information or documentation
      relating to Product or CLIENT's (and or any company affiliated with the
      CLIENT)business or business activities;

     

    
      	
              8.2

            	
              Interpretation-
                Save to the extent that the context or the express provisions of
                this
                Agreement require otherwise, in this
                Agreement:-

            


    

     

    
      	 	
              8.2.1

            	
              words
                importing the singular shall include the plural and vice
                versa;

            


    

     

    
      	 	
              8.2.2

            	
              words
                importing any gender shall include all other
                genders;

            


    

     

    
      	 	
              8.2.3

            	
              any
                reference to Recital, Clause, Appendix or Part of the Appendix is
                to a
                relevant recital, clause Appendix or part of the schedule of or to
                this
                Agreement;

            


    

     

    
      	 	
              8.2.4

            	
              references
                to this Agreement or any other document shall be construed as references
                to this Agreement or to that other document as modified, amended,
                varied,
                supplemented, assigned, novated or replaced from time to
                time;

            


    

     

    
      	 	
              8.2.5

            	
              references
                to any statute or statutory provision (including any subordinate
                legislation) includes any statute or statutory provision which amends,
                extends, consolidates or replaces the same, or which has been amended,
                extended, consolidated or replaced by the same, and shall include
                any
                orders, regulations, instruments or other subordinate legislation
                made
                under the relevant statute or statutory
                provision;

            


    

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              8.2.6

            	
              any
                phrase introduced by the words “including”, “include”, “in particular” or
                any similar expression shall be construed as illustrative only and
                shall
                not be construed as limiting the generality of any preceding
                words;

            


    

     

    
      	 	
              8.2.7

            	
              any
                reference to a party to this Agreement includes that party’s permitted
                successors, transferees and
                assignees;

            


    

     

    
      	
              8.3

            	
              Headings

            


    

     

    The
      headings in this Agreement are included for convenience only and shall be
      ignored in construing this Agreement.

     

    IN
      WITNESS WHEREOF the
      parties hereto have caused this Agreement to be duly executed by their
      authorised representatives as of the dates written below.

     

    


    AMARIN
      NEUROSCIENCE LIMITED     ICON
      CLINICAL RESEARCH LIMITED

     

     

    Signed______________________                                        
      Signed______________________

     

    Title________________________                                         Title________________________

     

    Date________________________                                        Date________________________

    
 

     

     

     

    14