ex4_82.htm


    Exhibit
4.82

     

    CONSULTANCY
AGREEMENT

     

    THIS
AGREEMENT IS MADE BETWEEN:

     

    
      	
              1.

            	
              AMARIN NEUROSCIENCE LIMITED
      whose registered office is at Magdalen Centre North, Oxford Science
      Park, Oxford OX4 4GA, UK (“Amarin”); and

            


    

     

    
      	
              2.

            	
              DECISIONABILITY LLC of 1
      East Neck Road, Stonington, CT 06378, USA (“Consultant”).

            


    

     

    RECITALS:

     

    
      	
              (A)

            	
              Consultant
      is engaged in the business of offering consultancy services in relation to
      pharmaceutical product assessment and review, and has considerable skill,
      knowledge and experience in that
field.

            


    

     

    
      	
              (B)

            	
              In
      reliance upon that skill, knowledge and experience Amarin wishes to engage
      the Consultant to provide services in relation to evaluation and due
      diligence matters and the Consultant agrees to accept the engagement on
      the following terms.

            


    

     

    NOW, IT IS HEREBY AGREED AS
FOLLOWS in consideration of the mutual covenants contained
herein:

     

    1.           THE
SERVICES

     

    
      	
               
      

            	
              1.1

            	
              Consultant
      shall at Amarin’s request perform the services described in Schedule 1 to
      this Agreement (the “Services”).

            


    

     

    
      	
               
      

            	
              1.2

            	
              For
      the purposes of this Agreement and the provision of the Services, the
      Consultant shall procure and make available to the Company the services,
      skills and expertise of Steven Williams (the “Consultant’s
      Representative”).

            


    

     

    
      	
               
      

            	
              1.3

            	
              The
      Consultant commenced provision of the Services on 1 January
      2007.

            


    

     

    
      	
               
      

            	
              1.4

            	
              Consultant
      shall perform the Services in good faith, with reasonable care and skill,
      in accordance with the terms of this Agreement and all applicable laws,
      regulations and guidelines, including without limitation ICH-GCP, and in
      accordance with the reasonable instructions of
  Amarin.

            


    

     

    
      	
               
      

            	
              1.5

            	
              The
      Services shall be provided by the Consultant at such locations and at such
      times as the parties may agree from time to
  time.

            


    

     

    
      	
               
      

            	
              1.6

            	
              In
      the event that the Consultant’s Representative becomes for any reason
      unable to perform the Services for a period in excess of 14 days, the
      Consultant will promptly notify Amarin of that fact, the reason for and
      the likely duration of such
inability.

            


    

     

    
      	
               
      

            	
              1.7

            	
              In
      the event that the Consultant and Amarin agree that the Consultant will
      require additional third party resources in order to provide the Services,
      the Consultant shall agree in advance in writing with
    Amarin:

            


    

     

    
      	
               
      

            	
              1.7.1

            	
              the
      nature and identity of the third party resources that are
      required;

            


    

     

    
      	
               
      

            	
              1.7.2

            	
              the
      fees payable to such third party
resources.

            


    

     

    
      	
               
      

            	
              Any
      such services shall be provided directly to Amarin by such third
      parties.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    2.           FEES,
EXPENSES AND PAYMENT

     

    
      	
               
      

            	
              2.1

            	
              In
      consideration of the provision of the Services, Amarin shall pay to
      Consultant during the term of this Agreement a fee of $3,000 per day,
      (together with VAT thereon (if applicable)) (the “Fee”).

            


    

     

    
      	
               
      

            	
              2.2

            	
              Consultant
      shall submit invoices at the end of each calendar month. Invoices shall be
      payable within 30 days of receipt of same by
  Amarin.

            


    

     

    
      	
               
      

            	
              2.3

            	
              Amarin
      shall in addition reimburse the Consultant for reasonable out-of-pocket
      expenses incurred in the provision of the Services agreed to in advance by
      Amarin, provided that copy invoices or other evidence of such expenses can
      be produced upon request.  It is expressly understood by the
      parties that the role may involve domestic and international
      travel.  Any such travel shall be conducted by the Consultant in
      accordance with the Amarin Travel Policy (as may be amended from time to
      time).  Amarin will wherever reasonably practicable give the
      Consultant at least three weeks prior notice of any international travel
      requirements.

            


    

     

    
      	
               
      

            	
              2.4

            	
              Consultant
      shall maintain adequate records in respect of the time spent engaged in
      the performance of the Services and shall produce such records in support
      of each invoice.

            


    

     

    3.           CONFIDENTIALITY

     

    
      	
               
      

            	
              3.1

            	
              During
      the term of this Agreement and for a period of 7 (seven) years thereafter,
      Consultant undertakes to maintain as confidential all information, data
      and materials, and intellectual property disclosed by Amarin or any
      Affiliate of Amarin to Consultant (the “Amarin Confidential
      Information”) on or prior to the date of last signature of this
      Agreement (the “Effective Date”).

            


    

     

    


     

    
      	
               
      

            	
              “Affiliates” shall mean a
      corporation or entity controlling, controlled by, or under the common
      control with Amarin.  For the purposes of this Agreement, “control” shall mean the
      director indirect ownership of more than 50% of the issued voting shares
      or other voting rights of the subject entity to elect directors, or if not
      meeting the preceding criteria, any entity owned or controlled by or
      owning or controlling at the maximum control or ownership right permitted
      in the country where such entity
exists.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Amarin
      Confidential Information shall not, without Amarin’s prior written
      consent, be used by Consultant (or permitted by it to be used by any
      person) for any purpose other than the proper performance of the
      Services.

            


    

     

    
      	
               
      

            	
              3.3

            	
              The
      Consultant shall not, without Amarin’s prior written consent, disclose the
      Amarin Confidential Information to any other person, save as may be
      strictly necessary in order to perform the Services, and provided that
      Consultant first ensures that such third party is under a duty of
      confidentiality to the Consultant to protect the confidentiality of the
      Amarin Confidential Information on no less onerous terms than as set out
      in this Clause 3.

            


    

     

    
      	
               
      

            	
              3.4

            	
              The
      obligations of confidentiality set out in this Clause shall not apply to
      any Amarin Confidential Information
which:

            


    

     

    
      	
               
      

            	
              3.4.1

            	
              came
      lawfully into Consultant’s possession prior to the date of
      disclosure;

            


    

     

    
      	
               
      

            	
              3.4.2

            	
              is
      or becomes public knowledge through no fault or omission of
      Consultant;

            


    

     

    
      	
               
      

            	
              3.4.3

            	
              is
      required to be disclosed by law, in which case Consultant shall give
      Amarin as much advance notice of the proposed disclosure as is practical
      (including a copy of any written 

                request
      or order), and shall cooperate with Amarin in any effort to limit or
      restrict such disclosure, via a protective order or
      otherwise;

              

            


    

     


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              3.4.4

            	
              is
      furnished or made known to Consultant by a third party otherwise than in
      breach of any obligation of confidentiality to
  Amarin;

            


    

     

    
      	
               
      

            	
              3.4.5

            	
              is
      independently developed by the Consultant without access to the Amarin
      Confidential Information.

            


    

     

    
      	
               
      

            	
              3.5

            	
              The
      Consultant agrees to maintain as strictly confidential the subject matter
      of this Agreement and the fact that the parties have entered into this
      Agreement, and agrees to make no public announcement or publish in any
      manner whatsoever any information referring to any transaction
      contemplated or completed as a result of a referral pursuant to this
      Agreement.

            


    

     

    
      	
               
      

            	
              3.6

            	
              Amarin
      does not make any representation or warranty as to the accuracy or
      completeness of the Amarin Confidential
  Information.

            


    

     

    
      	
               
      

            	
              3.7

            	
              Save
      for the right to use the Amarin Confidential Information for the sole
      purpose of performing its obligations under this Agreement, the Consultant
      agrees that the Amarin Confidential Information is and shall remain the
      sole property of Amarin and that nothing in this Agreement shall be
      understood as granting, expressly or by implication, any rights to the
      Consultant under any Amarin Confidential
  Information.

            


    

     

    
      	
               
      

            	
              3.8

            	
              Upon
      termination or expiration of this Agreement, Consultant shall promptly
      return, or at Amarin’s request destroy, all Amarin Confidential
      Information.

            


    

     

    4.           OWNERSHIP
AND INTELLECTUAL PROPERTY RIGHTS

     

    
      	
               
      

            	
              4.1

            	
              This
      Clause 4 applies to any Data and Intellectual Property conceived,
      discovered, developed, made, produced or created as a result of performing
      the Services hereunder by the Consultant, its servants or agents,
      including without limitation the Consultant’s
    Representative.

            


    

     

    
      	
               
      

            	
              4.2

            	
              Subject
      to Clause 4.3, the Consultant agrees
that:

            


    

     

    
      	
               
      

            	
              4.2.1

            	
              all
      data, materials and reports (“Data”) conceived,
      discovered, developed, made, produced or created as a result of performing
      the Services hereunder and all rights therein shall be solely owned by
      Amarin (the “Amarin
      Data”); and

            


    

     

    
      	
               
      

            	
              4.2.2

            	
              any
      patent right, invention, registered design, copyright, database right,
      design right, trade mark, service mark, application to register any of the
      aforementioned rights, trade secret or rights (including rights of
      confidentiality) in know-how (“Intellectual Property”)
      conceived, discovered, developed, made, produced or created as a result of
      performing the Services hereunder and all rights therein, shall be owned
      exclusively by Amarin (the “Amarin Intellectual
      Property”).

            


    

     

    
      	
               
      

            	
              4.3

            	
              All
      Intellectual Property owned by the Consultant as at the Commencement Date
      (the “Consultant
      Intellectual
      Property”) shall continue to be owned by the Consultant, and any
      improvements to the Consultant Intellectual Property conceived,
      discovered, developed, made, produced or created as a result of performing
      the Services hereunder, and all rights therein, shall be owned by the
      Consultant.

            


    

     

    
      	
               
      

            	
              4.4

            	
              The
      Consultant agrees to:

            


    

     

    
      	
               
      

            	
              4.4.1

            	
              hold
      on trust for the benefit of Amarin any such Amarin Intellectual Property
      to the extent that the same may not be, and until the same is, vested
      absolutely in Amarin; and

            


    

     


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              4.4.2

            	
              assign
      to Amarin (or as Amarin shall direct) all right, title and interest in and
      to all Amarin Intellectual Property and further agrees to execute all such
      documents, make such applications, give such assistance and do such acts
      and things as may be necessary or desirable to vest in and register or
      obtain letters patent in the name of Amarin and otherwise to protect and
      maintain such Amarin Intellectual
Property.

            


    

     

    
      	
               
      

            	
              4.5

            	
              The
      Consultant irrevocably appoints Amarin to be his attorney or agent in its
      name and on its behalf to do all such acts and things and to sign all such
      deeds and documents as may be necessary in order to give Amarin the full
      benefit of the provisions of this Agreement and, in particular but without
      limitation of this clause, the Consultant agrees that, with respect to any
      third party, a certificate signed by any duly authorised officer of Amarin
      that any act or thing or deed or document falls within the authority
      hereby conferred shall be conclusive evidence that this is the
      case.

            


    

     

    
      	
               
      

            	
              4.6

            	
              The
      Consultant hereby assigns to Amarin by way of future assignment of
      copyright the copyright subsisting in the copyright works and in the
      documents generated by the Consultant during the course of, or otherwise
      related to, the provision of the
Services.

            


    

     

    
      	
               
      

            	
              4.7

            	
              The
      Consultant agrees to promptly disclose to Amarin any Amarin Data and
      Amarin Intellectual Property conceived, developed, produced, or created as
      a result of performing the Services hereunder and to provide copies of all
      documents relating to same to Amarin at its request at any time whether
      during or after expiry or the termination for any reason of this
      Agreement.

            


    

     

    
      	
               
      

            	
              4.7

            	
              Reports and Record
      Retention

            


    

     

    
      	
               
      

            	
              4.7.1

            	
              The
      Consultant will provide reports in writing (each a “Report”) on a regular
      basis.

            


    

     

    
      	
               
      

            	
              4.7.2

            	
              If
      for any reason any Report is not to the satisfaction of Amarin acting
      reasonably, the Consultant shall reproduce such Report to the satisfaction
      of Amarin.

            


    

     

    
      	
               
      

            	
              4.7.3

            	
              The
      Consultant shall not disclose or publish any Report prepared for Amarin,
      or use the Reports for any purpose other than to perform its obligations
      hereunder, without the prior written consent of
  Amarin.

            


    

     

    
      	
               
      

            	
              4.7.4

            	
              In
      consideration of the Fee described in Clause 2, the Consultant hereby
      irrevocably assigns all copyright in the Reports to
  Amarin.

            


    

     

    
      	
               
      

            	
              4.8

            	
              The
      Consultant shall maintain all books, records, data, reports, pictures and
      other documents (both in electronic and paper form) relating to the
      Services (the “Records”) for the
      maximum period required by law (the “Retention
      Period”).  The Parties agree that all Records shall
      constitute Amarin Confidential Information and the provisions of Clause 3
      (Confidentiality) shall apply to all such Records.  Upon expiry
      of the Retention Period, the Consultant shall provide all original Records
      (both in electronic and paper form), and all copies thereof, to
      Amarin.

            


    

     

    5.           TERM
AND TERMINATION

     

    
      	
               
      

            	
              5.1

            	
              This
      Agreement shall be effective from the date of last signature of this
      Agreement (the “Effective
      Date”) and shall remain in force until terminated in accordance
      with the terms of this Agreement.

            


    

     

    
      	
               
      

            	
              5.2

            	
              Either
      party shall be entitled forthwith to terminate this Agreement by notice in
      writing to the other if:

            


    

     

    
      	
               
      

            	
              5.2.1

            	
              that
      other party commits any material breach of any of the provisions of this
      Agreement and, in the case where the breach is capable of remedy, fails to
      remedy the same within 

                fourteen
      (14) days of receipt of notice from the party seeking to terminate,
      specifying the breach and requiring it to be remedied;
      or

              

            


    

     


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              5.2.2

            	
              the
      other party makes an arrangement with its creditors or is adjudged
      insolvent, bankrupt or goes into liquidation (other than for the purposes
      of a bona fide reconstruction) or has a receiver appointed over most of
      the other party’s property or assets or any event analogous to the
      foregoing occurs in relation to the other party in any relevant
      jurisdiction outside England.

            


    

     

    
      	
               
      

            	
              5.3

            	
              Each
      of the parties may on the giving of 30 days prior written notice terminate
      this Agreement.

            


    

     

    6.           NATURE
OF RELATIONSHIP

     

    
      	
               
      

            	
              6.1

            	
              The
      parties agree that the Consultant is acting as an independent contractor
      to Amarin for all purposes, including without limitation for U.S. Federal
      (including social security and unemployment), state and local tax
      purposes, with regard to the performance of the Services hereunder and
      that there is no contract of employment or partnership between the
      parties.

            


    

     

    
      	
               
      

            	
              6.2

            	
              The
      parties agree that the Consultant’s Representative is not, and will not
      become, an employee of the Company.

            


    

     

    
      	
               
      

            	
              6.3

            	
              The
      Consultant shall not, and shall procure that its servants and agents
      including without limitation the Consultant’s Representative shall not,
      without Amarin’s express prior written authority, make representations to
      third parties about Amarin’s business or enter into binding obligations
      with third parties on Amarin’s behalf, nor will they hold themselves out
      as having authority to do so.

            


    

     

    
      	
               
      

            	
              6.4

            	
              The
      Consultant shall be solely responsible for paying when due all Federal,
      state and local income tax, self-employment or other tax obligations
      arising in connection with its consultancy for
  Amarin.

            


    

     

    
      	
               
      

            	
              6.5

            	
              Should
      Amarin be required to pay any such tax or payment, the Consultant shall
      indemnify Amarin against (and promptly reimburse it for) such tax or
      payments, including any interest and penalties with respect thereto.
      Should it be determined that any payment hereunder is subject to
      withholding of tax under applicable law, all payments to be made hereunder
      shall be net of applicable income, employment, social security or other
      taxes required to be withheld
therefrom.

            


    

     

    
      	
               
      

            	
              6.6

            	
              Unless
      otherwise agreed in writing by the parties, the Consultant’s servants and
      agents, including without limitation the Consultant’s Representative,
      shall not be entitled to any salary, pension, bonus, or other fringe
      benefits from Amarin.

            


    

     

    
      	
               
      

            	
              6.7

            	
              The
      indemnity contained in this clause 6 shall remain in full force and effect
      notwithstanding termination of this Agreement by either party in any
      manner whatsoever.

            


    

     

    
      	
              7.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

     

    
      	
              7.1

            	
              The
      Consultant warrants and represents to Amarin
  that:

            


    

     

    
      	
               
      

            	
              7.1.1

            	
              the
      Consultant is not currently retained by a third party to provide services
      in relation to products which compete with Amarin’s products and
      undertakes to promptly inform Amarin in the event that it proposes to
      commence the provision of such
services;

            


    

     

    
      	
               
      

            	
              7.1.2

            	
              the
      performance of the Consultant’s obligations hereunder are not inconsistent
      with and/or will not breach any third party obligations whether express or
      implied;

            


    

     


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              7.1.3

            	
              the
      Consultant’s Representative is sufficiently competent and has appropriate
      professional skills and qualifications in order to perform the
      Services;

            


    

     

    
      	
               
      

            	
              7.1.4

            	
              the
      Consultant will supply the Services in good faith, with reasonable care
      and skill, in accordance with the terms of this Agreement and all
      applicable laws regulations and guidelines, and in accordance with the
      reasonable instructions of Amarin;
and

            


    

     

    
      	
               
      

            	
              7.1.5

            	
              the
      Consultant has agreements in place with all servants and agents, including
      without limitation the Consultant’s Representative, that impose
      confidentiality obligations on such servants and agents, effectively vest
      in Consultant any rights such servants and agents might otherwise have in
      any Intellectual Property, permit Consultant to assign all such rights to
      Amarin, and otherwise enable Consultant to comply with the terms of this
      Agreement.

            


    

     

    8.           INDEMNITY

     

    
      	
               
      

            	
              8.1

            	
              Consultant
      shall indemnify and hold harmless Amarin and its Affiliates and their
      respective employees, agents, officers and directors from and against any
      all and any claims (whether successful or otherwise), loss, liability,
      damages and expenses, including reasonable attorneys’ fees and expenses
      and legal costs incurred or sustained by Amarin arising out of or in
      connection with any:

            


    

     

    
      	
               
      

            	
              8.1.1

            	
              breach
      of any representation, covenant, warranty or obligation by the Consultant
      or the Consultant’s Representative hereunder;
or

            


    

     

    
      	
               
      

            	
              8.1.2

            	
              negligent
      or wilful act or omission or failure to comply with applicable laws and
      regulations on the part of the Consultant, the Consultant’s Representative
      or any of its other employees, agents, officers and directors in the
      performance of this Agreement.

            


    

     

    9.           MISCELLANEOUS

     

    
      	
               
      

            	
              9.1

            	
              No
      variation to the terms of this Agreement shall be effective unless in
      writing and signed on behalf of each party by an authorised
      person.

            


    

     

    
      	
               
      

            	
              9.2

            	
              The
      Consultant may not assign, transfer or sub-contract all or any of his
      rights and obligations under this
Agreement.

            


    

     

    
      	
               
      

            	
              9.3

            	
              The
      Schedules to this Agreement form part of and shall be deemed to be
      incorporated into this Agreement.

            


    

     

    
      	
               
      

            	
              9.4

            	
              This
      Agreement contains the whole agreement between the parties and supersedes
      all previous agreements and understandings between the parties with
      respect to the subject matter of this
Agreement.

            


    

     

    
      	
               
      

            	
              9.5

            	
              This
      Agreement and the obligations of the parties shall be governed by and
      construed in accordance with the laws of England and subject to the
      exclusive jurisdiction of the English
courts.

            


    

     

    
      	
               
      

            	
              9.6

            	
              No
      waiver of any right under this Agreement shall be deemed effective unless
      contained in a written document signed by the party charged with such
      waiver, and no waiver of any breach or failure to perform shall be deemed
      to be a waiver of any future breach or failure to perform or of any other
      right arising under this Agreement.

            


    

     

    
      	
               
      

            	
              9.7

            	
              Neither
      party to this Agreement shall be liable for delay or failure in the
      performance of any of its obligations hereunder to the extent such delay
      or failure results from causes beyond its reasonable control,
      including, without limitation, acts of God, fires, strikes, acts of war,
      or intervention of a government authority, non-availability of raw
      materials, but any such delay or failure shall be remedied by such party
      as soon as practicable.

            


    

     


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


     

    
      	
               
      

            	
              9.8

            	
              If
      any provision in this Agreement is agreed by the parties to be, or is
      deemed to be, or becomes invalid, illegal, void or unenforceable under any
      law that is applicable hereto:

            


    

     

    
      	
               
      

            	
              9.8.1

            	
              such
      provision will be deemed amended to conform to applicable laws so as to be
      valid and enforceable or, if it cannot be so amended without materially
      altering the intention of the parties, it will be deleted, with effect
      from the date of such agreement or such earlier date as the parties may
      agree; and

            


    

     

    
      	
               
      

            	
              9.8.2

            	
              the
      validity, legality and enforceability of the remaining provisions of this
      Agreement shall not be impaired or affected in any
  way.

            


    

     

    
      	
               
      

            	
              9.9

            	
              The
      provisions of Clauses 3, 4, 6, 8, 9.5 and 9.9 shall survive the
      termination for any reason of this
Agreement.

            


    

     

    Signed
by

     

    


    _____________________________________

    for and
on behalf of

     

    AMARIN
NEUROSCIENCE LIMITED

     

     

    _____________________________________

    Date                                                      

     

     

    _____________________________________

    Signed
by

     

    
_____________________________________

    for and
on behalf of

    DECISIONABILITY
LLC

     

     

    _____________________________________

    Date                                                      


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    SCHEDULE
1

     

    


     

    THE
SERVICES

     

    The
Consultant shall perform the following services on behalf of
Amarin:

     

    
      	
              ·  

            	
              To
      provide detailed strategic portfolio assessment and
  review;

            


    

     

    
      	
              ·  

            	
              To
      provide strategic project input into Amarin’s combinatorial lipid
      programme.

            


    

     

    


     

     

     

     

     

    -8-