ex4_85.htm


     

    Exhibit 4.85

     

    
 

    CONSULTANCY
AGREEMENT

    


    


    


    THIS AGREEMENT is made as of
the date of last signature hereof (the “Effective Date”) BETWEEN:

    


    


    
      	
              (1)  

            	
              Amarin Corporation plc
      whose place of business is First Floor, Block 3, the Oval, Shelbourne
      Road, Ballsbridge, Dublin 4 (“Amarin”)

            


    

    


    
      	
              (2)  

            	
              ICON Clinical Research
      Limited whose registered office is at South County Business Park,
      Leopardstown, Dublin 18 (“ICON”).

            


    

    


    RECITALS

    
      	
              (A)  

            	
              Whereas
      Amarin is running a project entitled EN101 Phase IIa (the “Project”).

            


    

    


    
      	
              (B)  

            	
              Whereas
      Amarin requires a consultant with a certain skill set to assist in the
      performance of the Project.

            


    

    


    
      	
              (C)  

            	
              Whereas
      ICON has personnel which have such a skill
set.

            


    

    


    


    
      	
              1.  

            	
              CONSULTANCY
      SERVICES

            


    

    
      	
              1.1  

            	
              ICON
      will provide and Amarin accepts Gerardine Doorley, as Project Manager (the
      “Consultant”), who will be assigned to the Project, with support provided
      as necessary by ICON personnel Josephine Coyle and Aisling Barry (the
      “Additional Personnel”). The Consultant will be located either Amarin’s
      premises at First Floor, Block 3, the Oval, Shelbourne Road, Ballsbridge,
      Dublin 4 or ICON’s premises at South County Business Park, Leopardstown,
      Dublin 18 (the “Premises”) as determined
      by Amarin from time to time subject to the terms and conditions set out
      below.

            


    

    


    
      	
              2.  

            	
              DURATION

            


    

    
      	
              2.1  

            	
              ICON
      commenced the provision of the Services (as such term is defined below in
      Clause 3.1) on 1st
      of August 2008.

            


    

    


    
      	
              2.2  

            	
              The
      term of this Agreement shall commence on the Effective Date and shall
      continue until 31st
      of January 2009 unless terminated earlier in accordance with section 7 or
      the term may be extended further upon written agreement by both parties
      (the “Term”).

            


    

    


    
      	
              2.3  

            	
              The
      terms of this Agreement shall be deemed to apply to any Services provided
      to Amarin prior to the Effective
Date.

            


    

    


    
      	
              3.  

            	
              CONSULTANT
      SERVICES

            


    

    
      	
              3.1  

            	
              For
      the period of the Term the Consultant is retained by Amarin on a part-time
      basis to provide the project management services specified in the Schedule
      attached hereto (the “Services”) to Amarin
      during normal business hours for up to thirty two hours during each week
      of this

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Agreement
at the Premises.  The number of hours per week may be increased during
the term of the agreement subject to agreement by both parties. It is
acknowledged that the Consultant may be required to travel, on occasion, for
business purposes.  Any such travel shall be conducted by the
Consultant in accordance with the Amarin Travel Policy (as may be amended from
time to time).

    


    
      	
              3.2  

            	
              ICON
      agrees that the Consultant shall use her best commercial efforts to ensure
      that tasks marked 1 to 3 inclusive in the Schedule (Appendix I) are
      completed by the 31st
      of August 2008.  Provided however neither ICON nor the
      Consultant shall be responsible for a failure to meet its obligations or
      timelines under this Agreement to the extent caused by the following: (i)
      materially inaccurate data; (ii) any failure by Amarin to meet its
      obligations stated in this Agreement; (iii) any failure of equipment,
      facilities or services not controlled or supplied by ICON; (iv) failure to
      timely receive required data, documents, materials or information; or (v)
      lack of availability or access to relevant Amarin or other third party
      personnel.

            


    

    


    
      	
              3.3  

            	
              ICON
      shall, and shall procure that the Consultant and the Additional Personnel
      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, and in accordance with the reasonable
      instructions of Amarin.

            


    

    


    
      	
              3.4  

            	
              In
      the event that the Consultant becomes for any reason unable to perform the
      Services for a period in excess of 14 days, ICON will promptly notify
      Amarin of that fact, the reason for and the likely duration of such
      inability, and if the Consultant is unable for any reason to perform the
      Services for a period in excess of 14 days during this Agreement, Amarin
      will be entitled to treat this Agreement as frustrated and accordingly
      terminated with immediate effect without compensation other than the
      payment of Fees and expenses in accordance with the terms of this
      Agreement.

            


    

    


    
      	
              3.5  

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

            


    

    


    
      	
              3.5.1  

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

            


    

    


    
      	
              3.5.2  

            	
              the
      fees payable to such third party
resources.

            


    

    


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

    


    
      	
              4.  

            	
              AMARIN’S
      OBLIGATIONS

            


    

    
      	
              4.1  

            	
              Amarin
      shall at the start of the Project provide to Consultant, an appropriate
      orientation of the Project.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      	
              4.2  

            	
              Amarin
      will assist and support the Consultant to ensure that she obtains all the
      necessary information and access to the required
  personnel.

            


    

    


    
      	
              4.3  

            	
              During
      the term of this Agreement, and for one year thereafter, (the “Restricted Period”),
      Amarin agrees not to solicit directly or indirectly, the Consultant for
      employment with Amarin whether as an employee, independent contractor or
      otherwise.  If Amarin breaches this provision, it agrees to pay
      ICON one year of the Consultant’s salary, to be calculated as the base
      salary at the time of the Consultant’s departure from ICON, plus any
      bonuses and incentive paid within the 12 months prior to the Consultant’s
      termination of employment from ICON, but in no event less than one year’s
      salary.

            


    

    


               
5.  FEE

    
      	
              5.1  

            	
              ICON
      shall, in respect of the services set out in the Schedule be paid the sum
      of:

            


    

    
      	
              –  

            	
              €163
      per hour or part thereof for Geraldine Doorley – Clinical Project
      Manager

            


    

    
      	
              –  

            	
              €193
      per hour or part thereof for Aisling Barry – Associate Director Clinical
      Operations

            


    

    
      	
              –  

            	
              €240
      per hour or part thereof for Josephine Coyle – VP Corporate
    QA

            


    

     
 

    (such
fees to be exclusive of value added tax if applicable) payable monthly in
arrears on a time and cost basis.  ICON shall submit a monthly invoice
to Amarin detailing the hours worked and amount due in accordance with this
Agreement.

    


    
      	
              6.  

            	
              EXPENSES

            


    

    
      	
              6.1  

            	
              Amarin
      shall reimburse ICON/Consultant for all out of pocket expenses reasonably
      incurred by her in the proper provision of her services for the Project
      hereunder to include but not limited to travel costs, petrol and
      subsistence expenses provided that on request the Consultant shall provide
      Amarin with such vouchers or other evidence of actual payment of such
      expenses as Amarin may reasonably
require.

            


    

    


    Amarin
will reimburse ICON/Consultant for reimbursable expenses within thirty (30) days
of receipt of ICON/Consultant’s invoice.

    


    
      	
              7.  

            	
              TERMINATION

            


    

    
      	
              7.1  

            	
              Without
      limitation either party may by notice in writing immediately terminate
      this Agreement if the other party shall be in breach of any of the terms
      of this Agreement which, in the case of a breach capable of remedy, shall
      not have been remedied by the defaulting party within 21 days of receipt
      by the defaulting party of a notice from the other party specifying the
      breach and requiring its remedy;

            


    

    


    
      	
              7.2  

            	
              Amarin  may
      by notice in writing immediately terminate this Agreement if the
      Consultant shall:

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      	
              7.2.1  

            	
              be
      guilty of gross misconduct and/or any serious or persistent negligence in
      the provision of her services
hereunder;

            


    

    


    
      	
              7.2.2  

            	
              fail
      or refuse after written instruction to provide the services reasonably and
      properly required of her hereunder;

            


    

    


    
      	
              7.2.3  

            	
              conduct
      herself in any manner which, in the reasonable opinion of Amarin, brings
      or is likely to bring Amarin into disrepute by
  association.

            


    

    


    
      	
              7.3  

            	
              With
      effect from two months after the Effective Date, Amarin may terminate this
      Agreement on 30 days notice in writing to
  Consultant.

            


    

    


    
      	
              8.  

            	
              CONFIDENTIAL
      INFORMATION

            


    

    


    
      	
              8.1  

            	
              During
      the term of this Agreement and for a period of 7 (seven) years thereafter,
      each of the parties (each a “Recipient”) undertakes
      to maintain as confidential all information, data and materials, and
      intellectual property disclosed to it by the other party (the “Disclosing Party”) on
      or prior to the date of this Agreement (“Confidential
      Information”).

            


    

    


    
      	
              8.2  

            	
              “Affiliates” shall mean,
      in respect of each party, a corporation or entity controlling, controlled
      by, or under the common control with such party. For the purposes of this
      Agreement, “control” shall mean the direct or 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.

            


    

    


    
      	
              8.3  

            	
              Confidential
      Information shall not, without the Disclosing Party’s prior written
      consent, be used by the Recipient (or permitted by it to be used by any
      person) for any purpose other than the proper performance of its
      obligations under this Agreement.

            


    

    


    
      	
              8.4  

            	
              Each
      Recipient shall not, without the Disclosing Party’s prior written consent,
      disclose Confidential Information of the Disclosing Party to any other
      person, save as may be strictly necessary in order to perform the
      Services, and provided that the Recipient first ensures that such third
      party is under a duty of confidentiality to the Recipient to protect the
      confidentiality of the Confidential Information on no less onerous terms
      than as set out in this Clause 8.

            


    

    


    
      	
              8.5  

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

            


    

    


    
      	
              8.5.1  

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

            


    

    


    
      	
              8.5.2  

            	
              is
      or becomes public knowledge through no fault or omission of the
      Recipient;

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    


    
      	
              8.5.3  

            	
              is
      required to be disclosed by law, in which case the Recipient shall give
      the Disclosing Party as much advance notice of the proposed disclosure as
      is practical (including a copy of any written request or order), and shall
      cooperate with the Disclosing Party in any effort to limit or restrict
      such disclosure, via a protective order or
  otherwise;

            


    

    


    
      	
              8.5.4  

            	
              is
      furnished or made known to the Recipient by a third party otherwise than
      in breach of any obligation of confidentiality to the Disclosing
      Party;

            


    

    


    
      	
              8.5.5  

            	
              is
      independently developed by the Recipient without access to the
      Confidential Information, as evidenced in writing by the
      Recipient.

            


    

    


    
      	
              8.6  

            	
              Each
      party agrees to maintain as strictly confidential the subject matter of
      this Agreement and the fact that the parties have entered into this
      Agreement and ICON agrees not to make any public announcement or publish
      in any manner whatsoever any information relating thereto, without the
      prior written consent of Amarin.

            


    

    


    
      	
              8.7  

            	
              Neither
      party makes any representation or warranty as to the accuracy or
      completeness of its Confidential
Information.

            


    

    


    
      	
              8.8  

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

            


    

    


    
      	
              8.9  

            	
              Upon
      termination or expiration of this Agreement, each party shall promptly
      return, or at the other party’s request destroy, all Confidential
      Information of such other party.

            


    

    


    
      	
              9.  

            	
              OWNERSHIP
      OF DATA AND INTELLECTUAL PROPERTY
RIGHTS

            


    

    


    
      	
              9.1  

            	
              This
      Clause 9 applies to any Data and Intellectual Property conceived,
      discovered, developed, made, produced or created as a result of performing
      the Services hereunder by ICON, its servants or agents, including without
      limitation the Consultant and the Additional
  Personnel.

            


    

    


    
      	
              9.2  

            	
              ICON
      agrees that 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.

            


    

    


    
      	
              9.3  

            	
              ICON
      agrees that 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

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    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.

    


    
      	
              9.4  

            	
              ICON
      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.

            


    

    


    
      	
              9.5  

            	
              The
      Consultant agrees to promptly disclose to Amarin any Data and 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.

            


    

    


    
      	
              9.6  

            	
              Notwithstanding
      the foregoing, any Intellectual Property and Data which have been
      independently developed or improved during the term of this Agreement by
      ICON or the Consultant without use of the Amarin Confidential Information
      and which relate solely to ICON’s business or operations shall remain the
      sole and exclusive property of ICON and Amarin  shall hold same
      in strictest confidence.

            


    

    


    


    
      	
              10  

            	
              REPRESENTATIONS,
      WARRANTIES AND INDEMNIFICATION

            


    

    
      	
              10.1  

            	
              ICON
      represents and warrants to Amarin
that:

            


    

    


    
      	
              10.1.1  

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

            


    

    


    
      	
              10.1.2  

            	
              the
      Consultant and the Additional Personnel are sufficiently competent and has
      appropriate professional skills and qualifications in order to perform the
      Services; and

            


    

    


    
      	
              10.1.3  

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

            


    

    


    
      	
              10.2  

            	
              As
      the Consultant will be the responsibility of and under the direct control
      and supervision of Amarin during the Term, Amarin  hereby agrees
      to defend, indemnify, and hold harmless ICON and its respective employees
      and agents (collectively referred to as “ICON Indemnitees”) against and
      from any claims, proceedings, or actions brought by
      Consultant or third parties against an ICON Indemnitee arising out
      of the performance of the Services pursuant to this Agreement (in
      particular but

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    not
limited to arising out of any discriminatory conduct towards the Consultant by
Amarin or any of its employees and agents or invitees to its premises),
including without limitation, amounts paid in settlement of claims, proceedings,
or investigations and agrees to bear all costs and expenses, including without
limitation, reasonable attorney's fees incurred in connection with the defense
or settlement of any such claim, proceeding or investigation as such costs and
expenses are incurred in advance of judgment (“Claim”).  Notwithstanding
the foregoing, Amarin’ indemnification obligation pursuant to this paragraph
shall not apply to the extent that any such claim, proceeding or action arises
from:

    


    
      	
              10.2.1  

            	
              the
      negligence or wilful misconduct of Consultant, the Additional Personnel or
      ICON in the performance of its obligations under this Agreement;
      or

            


    

    


    
      	
              10.2.2  

            	
              any
      breach of any representation, warranty, obligation or covenant of ICON
      under this Agreement.

            


    

    


    
      	
              10.3  

            	
              ICON
      shall indemnify Amarin and its respective employees and agents
      (collectively referred to as “Amarin Indemnitees”) against and from any
      Claims brought against an Amarin Indemnitee, to the extent that any such
      claim, proceeding or action arises
from:

            


    

    


    
      	
              10.3.1  

            	
              the
      negligence or wilful misconduct of Consultant, the Additional Personnel or
      ICON in the performance of their obligations under this Agreement;
      or

            


    

    


    
      	
              10.3.2  

            	
              any
      breach of any representation, warranty, obligation or covenant of ICON
      under this Agreement

            


    

    


    
      	
              10.4  

            	
              The
      party seeking an indemnity shall:

            


    

    
      	
              10.4.1  

            	
              fully
      and promptly notify the other party of any claim or proceedings, or
      threatened claim or proceedings;

            


    

    


    
      	
              10.4.2  

            	
              permit
      the indemnifying party to take full control of such claim or proceedings,
      with counsel of the indemnifying party’s choice, provided that the
      indemnifying party shall reasonably and regularly consult with the
      indemnified party in relation to the progress and status of such claim or
      proceedings;

            


    

    


    
      	
              10.4.3  

            	
              co-operate
      in the investigation and defence of such claim or proceedings;
      and

            


    

    


    
      	
              10.4.4  

            	
              take
      all reasonable steps to mitigate any loss or liability in respect of any
      such claim or proceedings.

            


    

    


    Save as
aforesaid, neither the indemnifying party nor the party to be indemnified shall
acknowledge the validity of, compromise or otherwise settle any Claim without
the prior written consent of the other, which shall not be unreasonably
withheld.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    


    
      	
               
      

            	
                   
      10.5

            	
              The
      parties 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 they are liable to indemnify the other under the
      provisions of this Agreement and shall not do or omit any act, matter or
      thing which may prejudice or render voidable any such
      insurance.  Each party will, upon the request of the other,
      provide such other party with evidence of the insurance as such other
      party may reasonably require

            


    

    


    11.  LIMITATION OF
LIABILITY

    


    
      	
              11.1  

            	
              ICON
      accepts no responsibility for any supplies and/or equipment supplied by
      Amarin to the Consultant for use during the work covered by this
      Agreement, provided that such supplies and/or equipment, is not damaged by
      the negligence or wilful misconduct of
  Consultant.

            


    

    


    
      	
              11.2  

            	
              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).

            


    

    


    
      	
              12  

            	
              NOTICE

            


    

    
      	
              12.1  

            	
              Any
      notice required by this Agreement to be given by either party to the other
      shall be in writing and shall be served by sending the same by electronic
      mail, registered post or recorded delivery to the last known address of
      the other party and any receipt issued by the postal authorities shall be
      conclusive evidence of the fact and date of posting of any such
      notice.

            


    

    


    
      	
              13  

            	
              ENTIRE
      AGREEMENT

            


    

    
      	
              13.1  

            	
              This
      Agreement sets out the entire agreement of the parties and supersedes all
      prior agreements and understandings relating to its subject
      matter.

            


    

    


    
      14.  APPLICABLE
LAW

    

    
      	
              14.1  

            	
              This
      Agreement shall be construed by and enforced in accordance with the laws
      of the Republic of Ireland and shall be subject to the exclusive
      jurisdiction of the Irish courts.

            


    

    


    
      	
              15.

            	
              INDEPENDENT
      CONTRACTOR

            


    

    
      	
               
      

            	
                    
      15.1

            	
              In
      the performances of all services here under, ICON, Consultant and
      Additional Personnel shall be deemed independent contractors as such and
      the parties agree that Consultant and Additional
      Personnel are not, and will not become, employees of Amarin and
      shall not be entitled to any benefits applicable to an employee of
      Amarin.

            


    

    


    
      	
              15.2  

            	
              Neither
      party is authorized or empowered to act as an agent for the
      other for any purpose and shall not on behalf of the other enter into any
      contract, warranty or representation as to any matter.  Neither
      party shall be bound by the acts or conduct of the
  other.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    


    
      	
              15.3  

            	
              The
      Parties agree that ICON shall be responsible for all payments to the
      Consultant and the Additional Personnel for their services to ICON for the
      purposes of this Agreement.

            


    

    


    
      	
              15.4  

            	
              ICON
      shall be solely responsible for paying when due all income tax, pay
      related social insurance, or similar contributions in respect of any
      payments to the Consultant and the Additional Personnel arising in
      connection with the provision of the Services hereunder, or otherwise
      under this Agreement.

            


    

    


    
      	
              15.5  

            	
              Should
      Amarin be required to pay any such tax or payment, ICON 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.

            


    

    


    
      	
              15.6  

            	
              The
      indemnity contained in this clause 15 shall remain in full force and
      effect notwithstanding termination of this Agreement by either party in
      any manner whatsoever.

            


    

    


    
      	
              15.

            	
              SEVERABILITY

            


    

    
      	
               
      

            	
                    
      15.1

            	
              The
      invalidity or unenforceability of any term or provision of this Agreement
      shall not affect the validity or enforceability of any other term or
      provision hereof.

            


    

    


    16.  WAIVER

    
      	
               
      

            	
                    
      16.1

            	
              No
      waiver of any term, provision or condition of this Agreement whether by
      conduct or otherwise in any one or more instances shall be deemed to be or
      construed as a further or continuing waiver of any such term, provision or
      condition, or of any other term, provision or condition of this
      Agreement.

            


    

    


    
      	
              17.

            	
              FORCE
      MAJEURE

            


    

    
      	
               
      

            	
                     17.1

            	
              Neither
      ICON nor Amarin shall be liable for any failure to perform as required by
      this Agreement, to the extent that such failure to perform is caused due
      to circumstances reasonably beyond either party's control, such as labour
      disturbances or disputes of any kind, accidents, failure of any
      governmental approval required for full performance, civil disorders or
      commotions, acts of aggression, acts of God, energy or other conservation
      measure, explosions, failure of utilities, mechanical breakdowns, material
      shortages, disease, or other such
occurrence.

            


    

    


    18. MISCELLANEOUS

    
      	
               
      

            	
                     18.1

            	
              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.

            


    

    


    
      	
              18.2  

            	
              ICON
      may not assign, transfer or sub-contract all or any of its rights and
      obligations under this
Agreement.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    


    
      	
              18.3  

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

            


    

    


    
      	
              18.4  

            	
              At
      the request of either party, the other party shall (and shall use
      reasonable efforts to procure that any other necessary third parties
      shall) execute and do all such documents, acts and things as may
      reasonably be required subsequent to the signing of this Agreement for
      assuring to or vesting in the requesting party the full benefit of the
      terms hereof.

            


    

    


    
      	
              18.5  

            	
              The
      provisions of Clauses 4.3, 8, 9, 10, 11, 14, 15, 18.4 and 18.5 shall
      survive the termination for any reason of 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
      CORPORATION PLC

            	 
      	
              ICON
      CLINICAL RESEARCH LIMITED

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Signed______________________

            	 
      	
              Signed______________________

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Title________________________

            	 
      	
              Title________________________

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Date________________________

            	 
      	
              Date________________________

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              APPENDIX
      I

            


    

    


    
      	
               
      

            	
              SCHEDULE
      OF SERVICES

            


    

    


    
      	
               
      

            	
              TASKS

            


    

    


    
      	
              1.  

            	
              Oversee
      the completion of study data analysis being managed by
      Quanticate,

            


    

    
      	
              a.  

            	
              including
      working with appropriate Amarin personnel to agree on the ‘per protocol’
      group and ‘intent to treat group’ from which the analysis can be
      run

            


    

    
      	
              b.  

            	
              ensure
      any data queries raised by Quanticate are addressed as quickly as
      possible, in conjunction with Ester
personnel

            


    

    


    
      	
              2.  

            	
              Understand
      the extent to which plasma samples were taken (facilitating measurement of
      AChE-R) from patients and overseeing the process to have the data
      analyzed, where possible.

            


    

    


    
      	
              3.  

            	
              Oversee
      the process of addressing the issues raised by the Adamas audit on the
      study, in conjunction with Ester
personnel.

            


    

    


    


    
      	
              4.  

            	
              Oversee
      the completion of a top line EN101 Phase IIa study
      report.

            


    

    


    
      	
              5.  

            	
              Oversee
      the process of handling further correspondence with the MHRA, following
      the notification of breach.

            


    

    


    
      	
              6.  

            	
              Oversee
      the completion and interpretation of any other audits being conducted
      (IMP, site visits).

            


    

    


    
      	
              7.  

            	
              Resolving
      need for reporting breach to authorities in Israel and Serbia and managing
      that process.

            


    

    


    
      	
              8.  

            	
              Other
      tasks as the parties may agree in
writing

            


    

    


    


    


    11