ex4_96.htm


     

    Exhibit 4.96


    


     

    WARRANT

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES
LAWS.  THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED UNLESS (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE
SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION
REQUIREMENTS IS AVAILABLE.  AS A CONDITION TO PERMITTING ANY TRANSFER
OF THESE SECURITIES PURSUANT TO CLAUSE (B) ABOVE, THE COMPANY MAY REQUIRE THAT
IT BE FURNISHED WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH
TRANSFER.

     

     

    AMARIN
CORPORATION PLC

     

     

    WARRANT
TO PURCHASE ORDINARY SHARES

    

      
        	
                No.
      W ___

              	
                           October
      16, 2009

              


      

Void After October 16,
2014

     

    THIS
CERTIFIES THAT, for value received, Thomas G. Lynch, or assigns (the “Holder”), is entitled to
subscribe for and purchase at the Exercise Price (defined below) from Amarin
Corporation plc, a public limited company incorporated under the laws of England
and Wales, with its registered office at 110 Cannon Street, London, EC4N6AR,
United Kingdom (the “Company”), up to 500,000
ordinary shares, par value ₤0.50 per share, of the Company (the “Ordinary Shares”), each
Ordinary Share represented by one American Depositary Share of the Company
(“ADS”), subject to
adjustment as provided herein.  This warrant is one of a series of
warrants (each a “Warrant” and collectively, the
“Warrants”) being issued
in connection with the Securities Purchase Agreement, dated as of
October 12, 2009, by and among the Company, the original Holder of
this Warrant and the other parties named therein (the “Purchase
Agreement”).  The initial Holder is entitled to the benefit of
certain registration rights with respect to the Ordinary Shares issuable upon
exercise of this Warrant, and subsequent holders of this Warrant may be entitled
to such rights (subject to Section 6.9 of the Purchase Agreement).

     

    1. DEFINITIONS.  As
used herein, the following terms shall have the following respective
meanings:

     

    (a)  “Assignment Form” shall mean
the form attached hereto as Exhibit A.

     

    (b)  “Business Day” shall mean any
day the NASDAQ Capital Market or other national securities exchange on which the
ADS are then listed is open for trading in New York City, New York and which is
not a Saturday, a Sunday or any other day on which banks in New York City, New
York or Dublin, Ireland are authorized or required by law to close.

     

    (c) “Exercise Period” shall mean
the period commencing on the date hereof and ending on
October 16, 2014, unless sooner terminated as provided
below.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    (d) “Exercise Price” shall mean the
greater of (i) $1.50 per Ordinary Share, subject to adjustment pursuant to
Section 5 below, and (ii) the amount in U.S. dollars equal to the £0.50 per
Ordinary Share (subject to any adjustment of the par value of the Ordinary
Shares as a result of the occurrence of the events specified in Section 5),
using for this purpose the U.S. dollar/UK pounds sterling exchange rate as
published in the New York City edition of the Wall Street Journal on the date of
exercise.

     

    (e) “Exercise Shares” means all or
some of the Warrant Shares to which the Holder would be entitled in accordance
with this Warrant as specified in the Notice of Exercise and which the Holder
instructs the Company to offer to prospective subscribers pursuant to Section
2.2.

     

    (f) “Subscription Rights” means the
rights of the Holder to subscribe for Warrant Shares pursuant to this Warrant,
on the terms and subject to the conditions set out herein.

     

    (g) “Warrant Shares” shall mean the
Ordinary Shares, each Ordinary Share represented by an ADS, issued upon exercise
of  all or any portion of this Warrant, subject to adjustment pursuant
to the terms herein, including but not limited to Section 5
below.

     

    (h) Capitalized
terms not otherwise defined herein shall have the respective meanings ascribed
to such terms in the Purchase Agreement.

     

    2. EXERCISE OF
WARRANT.

     

    2.1. Method of Exercise Upon Payment of
the Exercise Price in Cash.  The rights represented by this
Warrant may be exercised in whole or, subject to Section 2.4 hereof, in
part in cash at any time during the Exercise Period, by delivery of the
following to the Company at its address set forth above (or at such other
address as it may designate by notice in writing to the Holder):

     

    (a) An
executed Notice of Exercise in the form attached hereto as Exhibit B (the “Notice of
Exercise”);

     

    (b) Payment
of the Exercise Price for the number of Ordinary Shares being purchased by wire
transfer of immediately available funds;

     

    (c) This
Warrant (together with each duly completed Assignment Form in respect of each
assignment of this Warrant, if any, subsequent to the date hereof);
and

     

    (d) All other
documentation required by the transfer agent in the ordinary course of its
business.

     

    2.2. Method
of Cashless Exercise.

     

    (a) The
Holder may at any time serve a Notice of Exercise requiring the Company, within
five (5) Business Days of the date of the Notice of Exercise, to instruct its
brokers to use their reasonable endeavours to procure subscribers for the
Exercise Shares at the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    best cash
price available during the five (5) Business Days following receipt of such
instructions from the Company.  On or before the fifth (5th) Business
Day following receipt of such instructions, the brokers shall notify the Company
and the Holder of whether or not it has found subscribers for the Exercise
Shares and, if it has, of the best cash price(s) the buyer(s) is offering to pay
for the Exercise Shares (the “Exercise Subscription
Price”).  If (x) the Exercise Subscription Price is at least
equal to the Exercise Price and (y) the Holder accepts such Exercise
Subscription Price, by notice in writing to the Company, the Company shall
instruct the brokers to arrange for such subscription (if it is still available)
to take place as soon as reasonably practicable and shall, within five (5)
Business Days of such subscription, pay to the Holder for each Exercise Share
the amount by which the Exercise Subscription Price therefor is greater than the
Exercise Price (the “Holder
Proceeds”) and shall pay the Exercise Price to the Company (after
deduction of reasonable broker's commission and other reasonable expenses
associated with the procurement of such subscribers).  In the event
that, during the period of five (5) Business Days following receipt of
instructions to do so by the Company, the brokers are not able to procure
subscribers for all of the Exercise Shares or to procure subscribers for all of
the Exercise Shares at a price acceptable to the Holder, then upon the broker
notifying the Company and the Holder of (i) the fact that subscribers for all
the Exercise Shares could not be found and/or (ii) the best cash price(s) at
which subscribers for all the Exercise Shares could be found, the Holder shall
have the option by notice in writing to the Company within two (2) Business Days
thereafter to either (i) revoke its Notice of Exercise in whole or in part (in
which event the Company shall consent in writing to the revocation of such
Notice of Exercise) and/or (ii) receive the Exercise Shares itself upon the
Holder’s payment of the Exercise Price to the Company by wire transfer of
immediately available funds.

     

    (b) In the
event that more than one holder of Warrants validly serves a Notice of Exercise
on the Company pursuant to this Section 2.2, then, if such Notices of Exercise
are served on the same Business Day, such holders shall be treated on a pro rata
basis with regards to any subscribers that the brokers procure, and if served on
different days they shall be treated in the same order of priority as the order
in which the Notices of Exercise were served.

     

    (c) Receipt
by the Holder of the Holder Proceeds under Section 2.2(a) shall constitute full
exercise of that Holder's Subscription Rights for Warrant Shares equal to the
number of Exercise Shares issued to subscribers pursuant to that
clause.

     

    2.3. Effect of
Exercise.  Upon the exercise of the rights represented by this
Warrant, and compliance with Section 2.1 or 2.2 above (i) the Holder shall
be deemed to be the Holder of record of the Warrant Shares issuable upon such
exercise, notwithstanding that the register of members of the Company shall then
be closed or that ADSs constituting such Warrant Shares shall not then actually
have been issued to the Holder and (ii) ADSs shall be issued for the Warrant
Shares so purchased, and shall be registered in the name of the Holder or
persons specified in an original accompanying Assignment Form or Notice of
Exercise, promptly after the rights represented by this Warrant shall have been
so exercised.  The Exercise Price includes costs of exercise and
issuance, such as any stamp duty or stamp duty reserve tax with respect thereto
or any other cost incurred by the Company in connection with the exercise of
this Warrant and the related issuance of Warrant Shares.  In
connection with the exercise of the rights represented by this Warrant, the
Holder shall not be required to pay any amount to the Company

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    other
than the payment of the Exercise Price applicable thereto.  In no
event shall this Warrant be exercised on a net cash basis.

     

    2.4. Partial
Exercise.  This Warrant may be exercised in part; provided, however, that no partial
exercise of this Warrant may be in respect for less than 50,000 Warrant
Shares; and provided,
further, that if this
Warrant is, upon issuance, exercisable for less than 50,000 Warrant Shares,
this Warrant may be exercised in whole but not in part.  If this
Warrant is exercised in part only, the Company shall, upon surrender of this
Warrant, execute and deliver, within ten (10) days of the date of exercise, a
new Warrant evidencing the rights of the Holder, or such other person as shall
be designated in an accompanying Notice of Assignment, to purchase the balance
of the Warrant Shares purchasable hereunder.  In addition, in no event
shall this Warrant be exercised for a fractional Warrant Share, and the Company
shall not distribute a Warrant exercisable for a fractional Warrant
Share.  Fractional Warrant Shares shall be treated as provided in
Section 7 hereof.

     

    3. COVENANTS OF THE
COMPANY.

     

    3.1. Covenants as to Warrant
Shares.  The Company covenants and agrees that all Warrant
Shares that may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be validly issued, fully paid and free from all
Liens.  The Company further covenants and agrees that the Company will
at all times during the Exercise Period, have (and reserve) sufficient
authorized and unissued share capital to issue all the Warrant Shares issuable
upon the exercise of the rights represented by this Warrant.  If at
any time during the Exercise Period the authorized and unissued share capital
shall not be sufficient to permit exercise of this Warrant and all other
outstanding Warrants and other options to acquire Ordinary Shares in full, the
Company will promptly take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued share capital (or
other securities as provided herein) to such amount as shall be sufficient for
such purposes.

     

    3.2. No
Impairment.  Except and to the extent as waived or consented to
by the Holder in accordance with Section 11 hereof, the Company will not, by
amendment of its Memorandum and Articles of Association, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities, or any other means or action, avoid or seek to avoid the
observance or performance in full of any of the terms of this Warrant to be
observed or performed hereunder by the Company, but will at all times in good
faith assist in the carrying out of all the provisions of this Warrant and in
the taking of all commercially reasonable actions as may be necessary in order
to protect the rights of the Holder hereunder against impairment.

     

    3.3. Notices of Record
Date.  Upon any establishment by the Company of a record date
of the holders of any class or series of securities for the purpose of
determining the holders thereof who are entitled to (a) receive any dividend or
other distribution, or right or option to acquire securities of the Company, or
any other similar right, or (b) vote on any capital reorganization,
reclassification, recapitalization, merger or consolidation of the Company with
or into any other corporation or other entity, any transfer of all or
substantially all the assets of the Company, or any voluntary or involuntary
dissolution, scheme of arrangement, liquidation or winding up of the Company,
the Company shall mail to the Holder at least ten
(10) Business

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Days
prior to such record date, a notice specifying (i) the date established as the
record date for the purpose of such dividend, distribution, option or right and
a description of such dividend, distribution, option or right, (ii) the date
established as the record date for any such reorganization, reclassification,
recapitalization, merger, consolidation, transfer, dissolution, scheme of
arrangement, liquidation or winding up and the date any such reorganization,
reclassification, recapitalization, merger, consolidation, transfer,
dissolution, scheme of arrangement, liquidation or winding up is expected to
become effective, and (iii) the date, if any, fixed as to when the holders of
record of such securities shall be entitled to exchange their securities for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, scheme of arrangement, liquidation or winding up.

     

    4. REPRESENTATIONS OF HOLDER.  The Holder
represents and warrants that it is acquiring this Warrant, and at the time of
exercise of this Warrant will acquire the Warrant Shares, solely for its account
and not with a present view toward the public sale or distribution of said
Warrant or Warrant Shares or any part thereof and has no intention of selling or
distributing said Warrant or Warrant Shares or any arrangement or understanding
with any other persons regarding the sale or distribution of said Warrant or the
Warrant Shares, except, in either case, as would not result in a violation of
the Securities Act.  The Holder hereby represents, warrants and
acknowledges to the Company each of the representations, warranties and
acknowledgements as set forth in Section 3 of the Purchase Agreement as if such
representations, warranties and acknowledgements were set out in full
herein.

     

    5. REORGANIZATION, RECLASSIFICATION,
CONSOLIDATION, ETC. The Exercise Price and/or the number of Warrant
Shares issuable upon exercise of this Warrant will be subject to adjustment in
the event of changes in the outstanding Ordinary Shares or ADSs, by reason of a
capital reorganization, reclassification, recapitalization, stock split, reverse
stock split, stock dividend, subdivision, split-up, combination of shares or
other transaction having similar effect.  In any such case, the number
of Warrant Shares available under this Warrant in the aggregate and the Exercise
Price shall be correspondingly adjusted to give the Holder, on exercise for the
same aggregate Exercise Price, the total number of Warrant Shares as such Holder
would have owned had the Warrant been exercised prior to the event requiring
adjustment and had such Holder continued to hold such shares until after such
event.

     

    If any
(i) capital reorganization, reclassification or recapitalization (other than a
subdivision or combination of the capital stock of the Company into a greater or
lesser number of shares of stock, whether with or without par value, which shall
be subject to the foregoing provisions of this Section 5);
(ii) merger, consolidation, scheme of arrangement, reorganization or other
similar transaction or series of related transactions which results in the
voting securities of the Company outstanding immediately prior thereto
representing immediately thereafter (either by remaining outstanding or by being
converted into voting securities of or economic interests in the surviving or
acquiring entity) 50% or less of the combined voting power of the voting
securities of the Company or such surviving or acquiring entity outstanding
immediately after such merger, consolidation, scheme of arrangement or
reorganization; (iii) sale, lease, license, transfer, conveyance or other
disposition of all or substantially all of the assets of the Company; (iv) sale
of shares of capital stock of the Company, in a single transaction or series of
related transactions, representing greater than 50% of the voting power of or
economic interests in the voting securities of the Company; or (v) any “person”
(together with his, her or its affiliates) or “group” (within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    1934, as
amended) acquires, directly or indirectly, the beneficial ownership (as such
term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”)) of outstanding shares of capital stock and/or other equity
securities of the Company, in a single transaction or series of related
transactions (including, without limitation, one or more tender offers or
exchange offers), representing at least 50% of the voting power of or economic
interests in the then outstanding shares of capital stock of the corporation
(each of (i)-(v) above a “Corporate Reorganization”)
shall be effected, then the Company shall use its best efforts to ensure that
lawful and adequate provision shall be made whereby each Holder shall thereafter
continue to have the right to purchase and receive upon the basis and upon the
terms and conditions herein specified and in lieu of the Warrant Shares issuable
upon exercise of the Warrants held by such Holder, shares of stock in the
surviving or acquiring entity (“Acquirer”), as the case may
be, such that the aggregate value of the Holder’s warrants to purchase such
number of shares of the Acquirer, where the value of each new warrant to
purchase one share in the Acquirer is determined in accordance with the
Black-Scholes Option Pricing formula set forth in Exhibit C hereto, is
equivalent to the aggregate value of the Warrants held by such Holder, where the
value of each Warrant to purchase one share in the Company is determined in
accordance with the Black-Scholes Option Pricing formula set forth Exhibit D hereto.
Furthermore, the new warrants to purchase shares in the Acquirer referred to
herein shall have the same expiration date as the Warrants, and shall have a
strike price, KAcq, that is
calculated in accordance with Exhibit C
hereto.  For the avoidance of doubt, if the surviving or acquiring
entity, as the case may be, is a member of a consolidated group for financial
reporting purposes, the “Acquirer” shall be deemed to
be the parent of such consolidated group for purposes of this Section 6 and
Exhibit C hereto.

     

    Moreover,
appropriate provision shall be made with respect to the rights and interests of
each Holder to the end that the provisions hereof (including, without
limitation, provision for adjustment of the Exercise Price) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock thereafter deliverable upon the exercise thereof. The Company shall
effect any such Corporate Reorganization only if (A) the Acquirer shall assume
by written instrument delivered to the Holders at least two (2) Business Days
prior to the consummation of the Corporate Reorganization, the obligation to
deliver to each Holder, at the last address of such Holder appearing on the
books of the Company, such shares of stock, as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase, and the other obligations
under the Warrants through the termination of the Exercise Period and (B)
Holders representing at least a majority of the Warrant Shares then issuable
upon exercise of the Warrants do not notify the Company in writing prior to the
consummation of the Corporate Reorganization that such written instrument does
not, in their reasonable judgment, comply with the provisions of this Section
5.  Notwithstanding the foregoing, if the Company, in spite of using
its best efforts, is unable to comply with the foregoing provisions of this
Section 5 in connection with any Corporate Reorganization, then the Company
shall pay the Holders an amount per Warrant to purchase one share in the Company
that is calculated in accordance with the Black-Scholes Option Pricing formula
set forth in Exhibit D
hereto. Such payment shall be made in cash in the event that the Corporate
Reorganization results in the shareholders of the Company receiving cash from
the Acquirer at the closing of the transaction, and shall be made in shares of
the Company (delivered prior to the consummation of the Corporate
Reorganization) with the value of each share in the Company determined according
to SCorp
in Exhibit D
hereto, in the event that the Corporate Reorganization results in the
shareholders of the Company receiving shares in the Acquirer or other entity at
the closing of the transaction. In the event that the shareholders of the
Company receive both cash and shares at the closing of the transaction, such
payment to the Holders shall be also be made in both cash and shares in the same
proportion as the consideration received by the shareholders.  The
provisions of this Section 5 shall similarly apply to successive Corporate
Reorganizations.

     

    6. CERTIFICATE AS TO
ADJUSTMENTS.  Upon the occurrence of each adjustment or
readjustment of the Exercise Price and the number of Warrant Shares to
be

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    obtained
upon exercise of this Warrant pursuant to Section 5, this Warrant shall, without
any action on the part of the holder thereof, be adjusted in accordance with
Section 5, and the Company promptly shall compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to the
Holder a certificate setting forth such adjustment or readjustment, showing in
detail the facts upon which such adjustment or readjustment is
based.  Such certificate shall be informational only and not binding
on the Holder, provided that, absent manifest error, the computation set forth
in such certificate shall be binding upon the Holder unless the Holder or any
other holder of Warrants shall have objected thereto, within thirty (30) days
after receiving such certificate, by a written notice to the Company setting
forth the basis of such objection.

     

    7. FRACTIONAL
SHARES.  No fractional shares shall be issued upon the exercise
of this Warrant as a consequence of any adjustment pursuant
hereto.  All Warrant Shares (including fractions) issuable upon
exercise of this Warrant may be aggregated for purposes of determining whether
the exercise would result in the issuance of any fractional
share.  If, after aggregation, the exercise would result in the
issuance of a fractional share, the Company shall, in lieu of issuance of any
fractional share, pay the Holder otherwise entitled to such fraction a sum in
cash equal to the product resulting from multiplying the then current fair
market value of an Warrant Share by such fraction.

     

    8. NO SHAREHOLDER RIGHTS OR
OBLIGATIONS.  This Warrant in and of itself shall not entitle
the Holder to any voting rights or other rights, or impose any duties or
obligations, as a shareholder of the Company.

     

    9. TRANSFER OF
WARRANT.  Subject to applicable laws and compliance with
Section 4.9 of the Purchase Agreement and delivery of this Warrant and an
executed Assignment Form, this Warrant and all rights hereunder are
transferable, by the Holder in person or by duly authorized attorney, upon
delivery of this Warrant and the form of assignment attached hereto to any
transferee designated by the Holder.  The Holder agrees to promptly
notify the Company of any such transfer, and the Company may deem and treat the
person or entity in whose name this Warrant is registered as the absolute owner
thereof.

     

    10. LOST, STOLEN, MUTILATED OR DESTROYED
WARRANT.  If this Warrant is lost, stolen, mutilated or
destroyed, the Company may, on such terms as to indemnity or otherwise as it may
reasonably impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and tenor as the
Warrant so lost, stolen, mutilated or destroyed.  Any such new Warrant
shall constitute an original contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any
time enforceable by anyone.

     

    11. MODIFICATIONS AND
WAIVER.  Unless otherwise provided herein, this Warrant and any
provision hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the Company and the Holder.

     

    12. NOTICES, ETC.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given:  (a) upon personal delivery to the party to be
notified, (b) when sent by confirmed facsimile if sent during normal
business hours of the recipient, if not,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    then on
the next Business Day, (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (d) one (1)
Business Day after deposit with a nationally recognized overnight courier,
specifying next day delivery, with written verification of
receipt.  All communications shall be sent to the Company at the
address listed on the signature page and to the Holders at the addresses on the
Company records, or at such other address as the Company or Holder may designate
by ten days’ advance written notice to the other party hereto.

     

    13. ACCEPTANCE.  Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to
all of the terms and conditions contained herein and in the Purchase Agreement
to the extent applicable to this Warrant or the Warrant Shares.

     

    14. GOVERNING LAW.  This
Warrant and all rights, obligations and liabilities hereunder shall be governed
by the laws of England and Wales without regard to the principles of conflict of
laws.

     

    15. DESCRIPTIVE
HEADINGS.  The descriptive headings of the several paragraphs
of this Warrant are inserted for convenience only and do not constitute a part
of this Warrant. The language in this Warrant shall be construed as to its fair
meaning without regard to which party drafted this Warrant.

     

    16. SEVERABILITY.  The
invalidity or unenforceability of any provision of this Warrant in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction, or affect any other provision of this Warrant, which
shall remain in full force and effect.

     

    17. ENTIRE
AGREEMENT.  This Warrant, together with the provisions of the
Purchase Agreement to the extent applicable to this Warrant or the Warrant
Shares, constitutes the entire agreement between the parties pertaining to the
subject matter contained in it and supersedes all prior and contemporaneous
agreements, representations, and undertakings of the parties, whether oral or
written, with respect to such subject matter.

     

    18. WARRANT BINDING UPON ASSIGNEE OR
SUCCESSOR.  The terms and conditions of this Warrant shall be
binding upon, and inure to the benefit of, any permitted assignee and successor
of the Holder.

     

    [Signature
Page Follows]

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed and
delivered as a deed as of October 16, 2009.

     

    
      	
              AMARIN
      CORPORATION PLC

            
	 
      
	 
	 
	
              By:
      _________________________________

              Name:

              Title:  Director

            
	 
      
	 
	 
	
              Address:Amarin
      Corporation plc

              First Floor, Block 3

              The Oval, Shelbourne
      Road

              Ballsbridge, Dublin
4

              Ireland

              Facsimile:  353 (1)
      6699 028

            
	
               

               

              In
      the presence of a witness

            
	 
      
	 
	 
	
              By: 
      _______________________________

              Name:

              Title:

            
	
               

               

              Occupation:

              Address:

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    ASSIGNMENT
FORM

     

    (To
assign the foregoing Warrant, subject to compliance with the terms of the
Warrant, execute this form and supply required information.  Do not
use this form to exercise the Warrant.)

     

    FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to

     

    
      	
              Name: 
      __________________________

                          
      (Please Print)

            
	 
	 
	
              Address: 
      ________________________

                               
      (Please Print)

            


    

     

    and the
Company Secretary is hereby appointed to transfer said rights on the books of
Amarin Corporation plc, with full power of substitution in the
premises.

     

    Dated:  __________,
20__

     

    
      	
              Holder’s
      Name:________________________

            
	 
	 
	
              Title:________________________________

            
	 
	 
	
              Holder’s
      Address:_____________________

            
	
               

            
	 
	
              Holder’s
      Telephone:____________________

            
	 
	 
	
              Facsimile:____________________________

            
	 
	 
	
              Assignee
      Tax ID No.:___________________

            
	 
	 
	
              Assignee
      Telephone:____________________

            
	 
	 
	
              Assignee
      Facsimile:_____________________

            
	 
	 
	
              Signature
      Guaranteed:___________________

            


    

     

    NOTE:  The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatever and must be guaranteed by a bank or trust company.  Officers
of the Company and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    NOTICE OF
EXERCISE

     

    TO:           AMARIN
CORPORATION PLC

     

    (1) The
undersigned hereby elects to purchase ________ ordinary shares (“Ordinary Shares”) of Amarin
Corporation plc (the “Company”) in the form of
American Depositary Shares (“ADSs”) pursuant to the terms
of the attached warrant (the “Warrant”), and tenders
herewith payment of the Exercise Price in full for such ADSs in accordance with
Section [2.1] [2.2] of the Warrant, together
with all applicable transfer taxes, if any.

     

    (2) Please
issue ADSs representing said Ordinary Shares in the name of the undersigned or
in such other name as is specified in the accompanying Notice of
Assignment:

     

    
      	
              Name
      of DTC Participant acting for undersigned:

            	 
      
	 	 
	
              DTC
      Participant Account No.:

            	 
      
	 	 
	
              Account
      No. for undersigned at DTC Participant (f/b/o
information):

            	 
      
	 	 
	
              Onward
      Delivery Instructions of undersigned:

            	 
      
	 	 
	
              Contact
      person at DTC Participant:

            	 
      
	 	 
	
              Daytime
      telephone number of contact person at DTC Participant:

            	 
      


    

    


    _______________________________

     

    (Date)

     

    
      	
              ______________________________

              ______________________________

              (Signature)

            
	 
	 
	
              
                ______________________________

                ______________________________

              

               

              (Holder’s
      Name)

            
	 
	 
	
              
                ______________________________

                ______________________________

              

               

              (Authorized
      Signature)

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              
                ______________________________

                ______________________________

              

               

              (Title)

            
	
              
                ______________________________

                ______________________________

              

               

              (Tax
      ID Number)

            
	 
	 
	
              
                ______________________________

                ______________________________

              

               

              (Telephone)

            


    

     

    NOTE:  SIGNATURE
MUST CONFORM IN ALL RESPECTS TO THE NAME OF HOLDER AS SPECIFIED ON THE FACE OF
THE WARRANT.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

     

    Black
Scholes Option Pricing formula to be used when calculating the value of each new
warrant to purchase one share in the Acquirer shall be:

     

     

    CAcq
= SAcqe-λ(TAcq-tAcq)N(d1) – KAcqe-r(TAcq-tAcq)N(d2),
where

     

     

    CAcq = value of each warrant to
purchase one share in the Acquirer

     

     

    SAcq = price of Acquirer’s stock
as determined by reference to the average of the closing prices on the
securities exchange or Nasdaq Global Market over the 20-day period
ending three trading days prior to the closing of the Corporate Reorganization
described in Section 6 if the Acquirer’s stock is then traded on such
exchange or system, or the average of the closing bid or sale prices (whichever
is applicable) in the over-the-counter market over the 20-day period ending
three trading days prior to the closing of the Corporate Reorganization if the
Acquirer’s stock is then actively traded in the over-the-counter market, or the
then most recently completed financing if the Acquirer’s stock is not then
traded on a securities exchange or system or in the over-the-counter
market.

     

     

    TAcq = expiration date of new
warrants to purchase shares in the Acquirer = TCorp

     

     

    tAcq = date of issue of new
warrants to purchase shares in the Acquirer

     

     

    TAcq-tAcq = time until warrant
expiration, expressed in years

     

     

    σ =
volatility = annualized standard deviation of daily log-returns (using a
262-day annualization factor) of the Acquirer’s stock price on the securities
exchange or Nasdaq Global Market over a 20-day trading
period, determined by the Holders of more than 50% of the Warrants, that is
within the 100-day trading period ending on the trading day immediately after
the public announcement of the Corporate Reorganization described in
Section 6 if the Acquirer’s stock is then traded on such exchange or
system, or the annualized standard deviation of daily-log returns (using a
262-day annualization factor) of the closing bid or sale prices (whichever is
applicable) in the over-the-counter market over a 20-day trading period,
determined by the Holders of more than 50% of the Warrants, that is within the
100-day trading period ending on the trading day immediately after the public
announcement of the Corporate Reorganization if the Acquirer’s stock is then
actively traded in the over-the-counter market, or 0.6 (or 60%) if the
Acquirer’s stock is not then traded on a securities exchange or system or in the
over-the-counter market.

     

     

    N = cumulative normal
distribution function

     

     

    d1 =
(ln(SAcq/KAcq)
+ (r-λ+σ2/2)(TAcq-tAcq))
÷ (σ√(TAcq-tAcq))

     

     

    ln = natural
logarithm

     

     

    λ =
dividend rate of the Acquirer for the most recent 12-month period at the
time of closing of the Corporate Reorganization.

     

     

    KAcq = strike price of new warrants to
purchase shares in the Acquirer = KCorp
*
(SAcq
/
SCorp)

     

     

    r = annual yield, as reported
by Bloomberg at time tAcq, of the
United States Treasury security measuring the nearest time TAcq

     

     

    d2 = d1- σ√(TAcq-tAcq)

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

     

     

    Black
Scholes Option Pricing formula to be used when calculating the value of each
Warrant to purchase one Ordinary Share in the Company shall be:

     

     

    CCorp
= SCorpe-λ(TCorp-tCorp)N(d1) – KCorpe-r(TCorp-tCorp)N(d2),
where

     

     

    CCorp = value of each Warrant to
purchase one Ordinary Share in the Company

     

     

    SCorp = price of Company stock as
determined by reference to the average of the closing prices on the securities
exchange or Nasdaq Global Market over the 20-day period
ending three trading days prior to the closing of the Corporate Reorganization
described in Section 6 if the Company’s stock is then traded on such
exchange or system, or the average of the closing bid or sale prices (whichever
is applicable) in the over-the-counter market over the 20-day period ending
three trading days prior to the closing of the Corporate Reorganization if the
Company’s stock is then actively traded in the over-the-counter market, or the
then most recently completed financing if the Company’s stock is not then traded
on a securities exchange or system or in the over-the-counter
market.

     

     

    TCorp = expiration date of Warrant
to purchase Ordinary Shares in the Company

     

     

    tCorp = date of public announcement
of transaction

     

     

    TCorp-tCorp = time until Warrant
expiration, expressed in years

     

     

    σ =
volatility = the annualized standard deviation of daily log-returns
(using a 262-day annualization factor) of the Company’s stock price on the
securities exchange or Nasdaq Global Market over a 20-day trading
period, determined by the Holders of more than 50% of the Warrants, that is
within the 100-day trading period ending on the trading day immediately after
the public announcement of the Corporate Reorganization described in
Section 6 if the Company’s stock is then traded on such exchange or system,
or the annualized standard deviation of daily-log returns (using a 262-day
annualization factor) of the closing bid or sale prices (whichever is
applicable) in the over-the-counter market over a 20-day trading period,
determined by the Holders of more than 50% of the Warrants, that is within the
100-day trading period ending on the trading day immediately after the public
announcement of the Corporate Reorganization if the Company’s stock is then
actively traded in the over-the-counter market, or 0.6 (or 60%) if the Company’s
stock is not then traded on a securities exchange or system or in the
over-the-counter market.

     

     

    N = cumulative normal
distribution function

     

     

    d1 =
(ln(SCorp/KCorp) + (r-λ+σ2/2)(TCorp-tCorp))
÷ (σ√(TCorp-tCorp))

     

     

    ln = natural
logarithm

     

     

    λ =
dividend rate of the Company for the most recent 12-month period at the
time of closing of the Corporate Reorganization.

     

     

    KCorp = strike price of
Warrant

     

     

    r = annual yield, as reported
by Bloomberg at time tCorp, of the
United States Treasury security measuring the nearest time TCorp

     

     

    d2
= d1- σ√(TCorp-tCorp)