ex4_94.htm


     

    Exhibit 4.94

     

    
 

    EXECUTION
VERSION

     

    SECURITIES
PURCHASE AGREEMENT

     

    This
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of
October 12, 2009, is made by and among Amarin Corporation plc, a company
incorporated under the laws of England and Wales (the “Company”), and the purchasers
listed on Exhibit
A hereto,
together with their permitted transferees (each, a “Purchaser” and collectively,
the “Purchasers”).

     

    RECITALS:

     

    A.           The
Company and the Purchasers are executing and delivering this Agreement in
reliance upon the exemption from the registration requirements of the Securities
Act afforded by Section 4(2) thereof and/or Regulation D
thereunder.

     

    B.           The
Purchasers desire to purchase and the Company desires to sell, upon the terms
and conditions stated in this Agreement, Ordinary Shares of the Company, par
value ₤0.50 per share (“Ordinary Shares”), and
Warrants (as defined below) for an aggregate purchase price of Seventy million
U.S. dollars (U.S. $70,000,000.00) to be funded at the closing of said purchase
and sale (the “Closing”).

     

    C.           The
capitalized terms used herein and not otherwise defined have the meanings given
them in Article 8.

     

    AGREEMENT

     

    In
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Purchasers (severally and not jointly)
hereby agree as follows:

     

    ARTICLE
1


     

    PURCHASE
AND SALE OF SECURITIES

     

    SECTION
1.1. Purchase and Sale of
Securities.

     

    (a) At the
Closing, the Company will allot, issue and sell to each Purchaser, and each
Purchaser will subscribe to and purchase from the Company, the number of
Ordinary Shares (the “Shares”), each represented by
one American Depositary Share (each, an “ADS” and collectively, “ADSs”), and the number of the
warrants (substantially in the form attached as Exhibit
B hereto) to
purchase Ordinary Shares represented by ADSs (the “Warrants”), in each case as
set forth opposite such Purchaser’s name on Exhibit
A hereto (such Shares and Warrants being referred to collectively herein
as the “Securities”).

     

    (b) The
purchase or subscription price for each unit of Securities consisting of one
Share and one Warrant to purchase one Ordinary Share for every two Shares
purchased (each, a “Unit”) shall be the amount
set forth opposite each Purchaser’s name on Exhibit
A hereto (the “Per Unit
Purchase Price”) of which a  dollar amount at least equivalent
to ₤0.50 per Share on the Closing Date shall be paid in respect of each Share
purchased.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    SECTION
1.2. Payment.

     

    (a) At or
prior to the Closing, each Purchaser will pay the aggregate purchase price for
the Securities as set forth opposite such Purchaser’s name on Exhibit
A hereto (the “Closing
Purchase Price”) by wire transfer of immediately available funds to the
Company in accordance with wire instructions provided by the Company to the
Purchasers prior to the Closing.  Upon such wire transfer the Company
will deposit with the ADS depositary the Ordinary Shares purchased hereunder and
irrevocably instruct its depositary to deliver to each Purchaser, on an
expedited basis, a statement of account in the name of such Purchaser reflecting
the number of Ordinary Shares in the form of ADSs set forth opposite such
Purchaser’s name on Exhibit
A and will deliver to each Purchaser one or more certificates evidencing
the number of Warrants set forth on Exhibit
A.

     

    (b) If
Abingworth shall notify the Company in writing on the Closing Date that it
cannot fund up to $7.5 million of its Closing Purchase Price on the Closing
Date due to delays in the receipt of capital called from its investors and
Abingworth funds the balance of its Closing Purchase Price on the Closing Date,
the Company shall extend the date by which Abingworth must complete such funding
by three (3) additional days.  In such event appropriate adjustments will
be made to the Ordinary Shares issuable to such Purchaser(s) on the Closing Date
and on the date such funding is completed. For the avoidance of doubt, the
failure of the Company to permit such three (3) day extension as provided above
shall constitute a material breach of this Agreement by the Company, and the
failure of Abingworth to fund such shortfall by such third day shall constitute
a material breach of this Agreement by Abingworth.

     

    SECTION
1.3. Closing Date.  The
Closing will take place on the later of October 16, 2009 and the day on which
all the conditions set forth in Article 5 have been satisfied or waived or such
other date (but not prior to October 16, 2009) as shall be agreed upon by the
Company and a Majority of the Purchasers (the date upon which the Closing occurs
shall be referred to herein as the “Closing Date”).  The
Closing will be held at the offices of Bingham McCutchen LLP, 399 Park Avenue,
New York, New York 10022 or at such other place as shall be agreed upon by
the Company and a Majority of the Purchasers.

     

    ARTICLE
2

     

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

     

    Except as
specifically contemplated by this Agreement or as set forth in the SEC
Documents, the Draft Annual Report or the Disclosure Schedules, which Disclosure
Schedules are attached hereto and shall be deemed a part hereof, the Company
hereby represents and warrants to each of the Purchasers and the Placement
Agent, as of the date hereof and as of the Closing Date, as
follows:

     

    SECTION
2.1. Organization and
Qualification.  All of the direct and indirect Subsidiaries of
the Company are as disclosed in the Draft Annual Report.  The Company
owns, directly or indirectly, all of the capital stock or other equity interests
of each Subsidiary free and clear of any Liens, and all the issued and
outstanding shares of capital stock of each Subsidiary are validly issued and
are fully paid, non-assessable and free of preemptive and similar rights to
subscribe for or purchase securities.  The Company is duly
incorporated and validly existing under the laws of England and Wales, with the
requisite power and authority to own and use its properties and assets and to
carry on its business as currently conducted.  Neither the Company nor
any Subsidiary is in

     


    
      
         


      

      
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    violation
or default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter
documents.  The Company is duly qualified to conduct business as a
foreign corporation and is in good standing in each United States jurisdiction
in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not reasonably be expected to have (i) a
material adverse effect on the legality, validity or enforceability of this
Agreement and the transactions contemplated hereby, (ii) a material adverse
effect on the results of operations, assets, business, or financial condition of
the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under this Agreement and the transactions contemplated
hereby (any of (i), (ii) or (iii), a “Material Adverse Effect”), and
no Proceeding has been instituted in any such jurisdiction revoking, limiting or
curtailing or seeking to revoke, limit or curtail such power and authority or
qualification.  Each Subsidiary is duly incorporated or otherwise
organized and validly existing under the laws of the jurisdiction of its
incorporation or organization (as applicable), with the requisite power and
authority to own and use its properties and assets and to carry on its business
as currently conducted.  Each Subsidiary is duly qualified to conduct
business as a foreign corporation or other entity and is in good standing in
each United States jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the
failure to be so qualified or in good standing, as the case may be, could not
reasonably be expected to have a Material Adverse Effect.

     

    SECTION
2.2. Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate this Agreement and the transactions
contemplated hereby, including the issuance of the Warrants, and otherwise to
carry out its obligations hereunder and thereunder.  The execution and
delivery of this Agreement and the Warrants by the Company and the consummation
by it of the transactions contemplated hereby and thereby have been duly
authorized by all necessary action on the part of the Company and no further
action is required by the Company, its Board of Directors or its shareholders in
connection therewith other than in connection with the Required
Approvals.  This Agreement and each Warrant has been (or upon delivery
will have been) duly executed by the Company and, when delivered in accordance
with the terms hereof, will constitute the valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms except
(i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies and (iii) rights to indemnity and contribution may be limited by
applicable law or public policy.

     

    SECTION
2.3. Capitalization.

     

    (a) The
capitalization of the Company is as set forth in Schedule 2.3 of the Disclosure
Schedules.  All of the issued shares of capital stock of the Company
are validly issued and fully paid, and free of preemptive and similar rights to
subscribe for or purchase securities.  Except as a result of the
purchase and sale of the Securities and as set forth in the SEC Documents, the
Draft Annual Report and Schedule 2.3, there are no outstanding options,
warrants, rights to subscribe for, or securities, rights or obligations
convertible into, or giving any person any right to subscribe for or acquire,
any Ordinary Shares or any options, warrants, rights or other instruments
convertible into or exchangeable for Ordinary Shares.  The Company’s
Memorandum of Association and Articles of Association (the “Memorandum and Articles of
Association”), as in effect on the date hereof, have previously been
provided to the Purchasers.  Except as disclosed on Schedule 2.3,
there are no shareholders agreements, voting agreements, buy-sell agreements,
option

     


    
      
         


      

      
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    or right
of first purchase agreements or other similar agreements with respect to the
Company’s capital stock to which the Company is a party or, to the knowledge of
the Company, between or among any of the Company’s
shareholders.  Schedule 2.3 of the Disclosure Schedules contains a
true, correct and complete copy of the Company’s 2002 Stock Option Plan, as
amended (collectively, the “Amended Plan”), which Amended
Plan is in full force and effect.  Except as set forth in Schedule 2.3
of the Disclosure Schedules, no option or award issued under or pursuant to the
Amended Plan will vest, and the vesting schedule of any outstanding option or
award will not accelerate, as a result of the transactions contemplated
hereby.  The Company has not back-dated any of its options or awards
issued under or pursuant to the Amended Plan, or otherwise.

     

    (b) Except as
set forth in Schedules 2.3, 2.4 or 2.26 of the Disclosure Schedule, the Company
does not have outstanding stockholder purchase rights or “poison pill” or any
similar arrangement in effect giving any Person the right to purchase any equity
interest in the Company upon the occurrence of certain events.

     

    


     

    SECTION
2.4. Issuance of
Securities.  The Shares and all of the Ordinary Shares to be
issued upon exercise of the Warrants (the “Warrant Shares”) are within
the authorized share capital of the Company, have been so reserved for issuance
by the Company and, upon issuance in accordance with the terms of this Agreement
and the Warrants, respectively, will be validly issued and fully paid, and will
not be subject to preemptive rights or other similar rights of shareholders of
the Company.  Except as set forth in Schedule 2.4, the issuance and
sale of the Securities hereunder will not obligate the Company to issue Ordinary
Shares or other securities to any other Person and will not result in the
adjustment of the exercise, conversion, exchange or reset price of any
outstanding security.

     

    SECTION
2.5. No Conflicts; Government Consents and
Permits.

     

    (a) The
execution, delivery and performance of this Agreement and the Warrants by the
Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including the issuance of the Securities and Warrant Shares
upon the exercise of Warrants) will not (i) conflict with or result in a
violation of any provision of its Memorandum and Articles of Association, (ii)
violate or conflict with, result in a breach of any provision of, constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of
termination, amendment, acceleration or cancellation (with or without notice,
lapse of time or both) of, any agreement, indenture or instrument to which the
Company or any of its Subsidiaries is a party, or (iii) subject to receipt of
Required Approvals, result in a violation of any applicable law, rule,
regulation, order, judgment or decree (including United States federal and state
securities laws and regulations and regulations of any self-regulatory
organizations to which the Company or its securities are subject) applicable to
the Company or any of its Subsidiaries, except in the case of clauses (ii) and
(iii) only, for such conflicts, breaches, defaults, and violations as would not,
individually or collectively, reasonably be expected to have a Material Adverse
Effect.

     

    (b) Assuming
the accuracy of each of the Purchasers’ representations and warranties in
Article 3 hereof, the Company is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any
Governmental Authority or other Person in order for it to execute, deliver or
perform any of its obligations under this Agreement and the

     


    
      
         


      

      
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    Warrants
in accordance with the terms hereof and thereof, or to issue and sell the
Securities and the Warrant Shares in accordance with the terms hereof and
thereof, other than such as have been made or obtained, and except for (i) the
registration of the Shares and the Warrant Shares under the Securities Act
pursuant to Article 6 hereof, (ii) such filings required to be made under
English law or U.S. federal or state or foreign securities laws as set forth on
Schedule 2.5 of the Disclosure Schedules, and (iii) such required filings or
notifications regarding the issuance or listing of additional shares with Nasdaq
as set forth on Schedule 2.5 (collectively, the “Required
Approvals”).

     

    (c) The
Company and each Subsidiary has all certificates, authorizations, permits,
licenses and any similar authority necessary for the conduct of its business as
now being conducted by it as described in the Draft Annual Report, except for
such certificates, authorizations, permits, licenses or similar authority, the
lack of which would not reasonably be expected to have a Material Adverse Effect
(“Material
Permits”).  Neither the Company nor any of its Subsidiaries has
received any actual notice of any Proceeding relating to revocation,
modification or termination of any Material Permit.

     

    SECTION
2.6. SEC Documents; Financial
Statements.  Except as disclosed in Schedule 2.6 of the
Disclosure Schedules, the Company has complied in all material respects with
requirements to file all reports required to be filed by it under the Exchange
Act for the preceding two years (all of the foregoing and all exhibits
included therein and financial statements and schedules thereto and documents
(other than exhibits) incorporated by reference therein being hereinafter
referred to as the “SEC
Documents”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Document prior to the expiration of
any such extension.  At the time of filing, the SEC Documents complied
in all material respects with the applicable requirements of the Exchange Act
and did not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading.  At
the time of filing, the Financial Statements and the related notes complied as
to form in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto.  Such
Financial Statements have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) applied on a consistent
basis during the periods involved, except as may be otherwise specified in such
Financial Statements or the notes thereto, and fairly present, in all material
respects, the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, immaterial, year-end audit adjustments.

     

    SECTION
2.7. Annual Report for
2008.  The Company made available to the Purchasers on October
9, 2009 a draft of the Company’s Annual Report on Form 20-F for the fiscal year
ended December 31, 2008 (the “Draft Annual Report”), which
has been prepared assuming the Closing occurs subsequent to the period covered
thereby but before the filing thereof with the SEC.  At the time of
filing, the Draft Annual Report will comply in all material respects with the
applicable requirements of the Exchange Act.  The Financial Statements
contained in the Draft Annual Report and the related notes comply as to form in
all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto.  Such Financial
Statements have been prepared in accordance with IFRS applied on a consistent
basis during the periods involved, except as may be otherwise specified in such
Financial Statements or the notes thereto, and fairly present, in all material
respects, the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited interim
statements, to normal, immaterial,

     


    
      
         


      

      
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    year-end
audit adjustments.  As of the date hereof, the Draft Annual Report
does not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

     

    SECTION
2.8. Absence of
Litigation.  Except as described or referred to in the SEC
Documents, the Draft Annual Report or Schedule 2.8 of the Disclosure Schedules,
there is no Proceeding pending or, to the knowledge of the Company, threatened
against or affecting the Company (including its officers and directors in such
capacity), any Subsidiary (including its officers and directors in such
capacity) or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) which (i) adversely affects or
challenges the legality, validity or enforceability of any of the Securities,
this Agreement or the transactions contemplated hereby or (ii) could, if there
were an unfavorable decision, reasonably be expected to result in a Material
Adverse Effect.  Except as described or referred to in the SEC
Documents, the Draft Annual Report or Schedule 2.8 of the Disclosure Schedules,
there has not been, and to the knowledge of the Company, there is not pending or
contemplated, any investigation by any Governmental Authority involving the
Company, any Subsidiary or any of their respective officers or directors in such
Capacity regarding the business, operations, activities or securities of the
Company or any such Subsidiary.  The SEC has not issued any stop order
or other order suspending the effectiveness of any registration statement filed
by the Company or any Subsidiary under the Exchange Act or the Securities
Act.

     

    SECTION
2.9. Intellectual Property
Rights.  The Company and each Subsidiary owns, or has
sufficient rights worldwide to use, all patents and patent applications
(including reissues, divisions, continuations, continuations-in-part,
extensions, reexaminations and foreign counterparts thereof), trademarks,
trademark applications, service marks, trade names, copyrights, trade secrets
and know-how, including unpatented inventions, licenses for any of the foregoing
and other intellectual property rights listed on Schedule 2.9 of the Disclosure
Schedule (collectively, the “Intellectual Property
Rights”).  To the Company’s best knowledge (after diligent
inquiry), there are no other intellectual property rights used in or necessary
or material for use in connection with the Company’s and its Subsidiaries’
respective businesses as currently being conducted or as currently proposed to
be conducted as described in the SEC Documents and the Draft Annual
Report.  Except as set forth in Schedule 2.9 of the Disclosure
Schedules, all of the Intellectual Property Rights owned by the Company or any
Subsidiary are exclusively owned by the Company or a Subsidiary and are free and
clear of all Liens.  Schedule 2.9 (a) of the Disclosure Schedule sets
forth a complete and accurate list of all patents, registered trademarks and
registered copyrights owned by the Company or any Subsidiary, in any
jurisdiction throughout the world, and all applications for the foregoing; and
Schedule 2.9 (b) of the Disclosure Schedules sets forth a list of all agreements
under which the Company or any Subsidiary receives from or grants to any Person
any Intellectual Property Rights, other than off-the-shelf, shrink-wrap or
click-wrap software licenses.  There are no Proceedings, including
without limitation any interference, reissue, reexamination, opposition,
cancellation or similar proceedings, which adversely affect or challenge the
legality, validity, use or enforceability of any of the Intellectual Property
Rights.  Neither the Company nor any Subsidiary has received any
written notice, including any offers to license the intellectual property of any
Person, or opinion of counsel that, and the Company has no knowledge of any
facts or circumstances or any other reason to believe that, the use of the
Intellectual Property Rights by the Company or any Subsidiary violates or
infringes or is alleged to violate or infringe upon the rights of any
Person.  None of the Intellectual Property Rights have been judged
invalid or unenforceable in whole or in part by any jurisdiction throughout the
world and except as set forth in the Draft Annual Report, to the knowledge of
the Company, all of the Intellectual Property Rights are valid and
enforceable.  All of

     


    
      
         


      

      
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    the
registrations and pending applications for Intellectual Property Rights have
been timely and duly filed and prosecuted, all maintenance and related fees have
been paid, and the Company or its Subsidiaries have taken all other actions
required to maintain the validity and effectiveness of such registrations and
applications.  To the knowledge of the Company, there has been no
infringement or misappropriation by another Person of any of the Intellectual
Property Rights.  The Company has taken reasonable measures to protect
and maintain the confidentiality of its trade secrets and other confidential
Intellectual Property Rights.  Each present or past employee, officer,
consultant or any other Person who developed, in whole or in part, any
Intellectual Property Rights owned or purported to be owned by the Company or
any of its Subsidiaries has executed a valid and enforceable assignment to the
Company of all right, title and interest in such Intellectual Property
Rights.

     

    SECTION
2.10. Certain
Fees.  Exclusive of advisory fees payable by the Company
pursuant to the Company’s engagement letter with Cowen and Company, LLC (the
“Placement Agent”),
dated August 4, 2009, and placement agent fees payable by the Company to
Niki Dilger pursuant to a letter agreement, dated August 11, 2009, true and
complete copies of which have been delivered to the Purchasers, no brokerage or
finder’s fees or commissions are or will be payable by the Company to any
broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by
this Agreement.  The Purchasers shall have no obligation with respect
to any fees or with respect to any claims made by or on behalf of the Placement
Agent or other Persons for fees of a type contemplated in this Section that may
be due in connection with the transactions contemplated by this
Agreement.

     

    SECTION
2.11. Investment
Company.  The Company is not and, after giving effect to the
offering and sale of the Securities, will not be an “investment company” as such
term is defined in the Investment Company Act of 1940, as amended (the “Investment Company
Act”).  The Company shall conduct its business in a manner so
that it will not become subject to the Investment Company Act.

     

    SECTION
2.12. No Material Adverse
Effect.  Since September 24, 2008, except as described or
referred to in the Draft Annual Report as disclosed in Schedule 2.12 of the
Disclosure Schedules, and except for cash expenditures in the ordinary course of
business consistent with past practice, there has not been any change in the
assets, business, properties, financial condition or results of operations of
the Company that would reasonably be expected to have a Material Adverse
Effect.  Since September 24, 2008, except as described or referred to
in the Draft Annual Report as disclosed in Schedule 2.12 of the Disclosure
Schedules, (i) there has not been any dividend or distribution of any kind
declared, set aside for payment, paid or made by the Company on any class of
capital stock, (ii) the Company has not sustained any material loss or
interference with the Company’s business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor disturbance or
dispute or any action, order or decree of any court or arbitrator or
governmental or regulatory authority, and (iii) the Company has not incurred any
material liabilities except in the ordinary course of business consistent with
past practice.

     

    SECTION
2.13. Nasdaq Capital
Market.  When issued the ADSs for the Shares and the Warrant
Shares will be listed on the Nasdaq Capital Market, and except as disclosed in
Schedule 2.13 of the Disclosure Schedules, to the Company’s knowledge, there are
no Proceedings to revoke or suspend such listing.  Except as set forth
in Schedule 2.13 of the Disclosure Schedules, the Company is, and after giving
effect to the transactions contemplated hereby will be, in compliance with the
requirements of Nasdaq Capital Market and the Company has not been notified by
its depositary bank of, nor is it aware of, any breach of the terms of its ADS
depositary agreement in the last two (2) years.

     


    
      
         


      

      
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    SECTION
2.14. Acknowledgment Regarding Purchasers’
Purchase of Securities. The Company acknowledges and agrees that each
Purchaser is acting solely in the capacity of an arm’s-length purchaser with
respect to this Agreement and the transactions contemplated
hereby.  The Company further acknowledges that no Purchaser is acting
as a financial advisor or fiduciary of the Company (or in any similar capacity
with respect to the Company) with respect to this Agreement and the transactions
contemplated hereby and any advice given by any Purchaser or any of its
respective representatives or agents to the Company in connection with this
Agreement and the transactions contemplated hereby is merely incidental to such
Purchaser’s purchase of the Securities.  The Company further
represents to each Purchaser that the Company’s decision to enter into this
Agreement has been based on the independent evaluation of the transactions
contemplated hereby by the Company and its representatives.

     

    SECTION
2.15. Accountants.  The
Company’s accountants are Pricewaterhouse-Coopers LLP.  To the
knowledge of the Company, such accountants, who the Company expects will express
their unqualified opinion with respect to the financial statements to be
included in the Draft Annual Report as finalized and filed with the SEC promptly
following the  Closing, are a registered public accounting firm as
required by the Securities Act.

     

    SECTION
2.16. Insurance.  The
Company and each Subsidiary are insured by insurers of recognized financial
responsibility against such losses and risks and in such amounts as the Company
believes are prudent and customary for a company (i) in the business (currently
limited to the clinical trial stage) and locations in which the Company and each
Subsidiary are engaged and (ii) with the resources of the Company and each
Subsidiary, including, but not limited to, directors and officers insurance
coverage.  The Company has not received any notice (written or
otherwise) that the Company or any Subsidiary will not be able to renew its
existing insurance coverage as and when such coverage expires.

     

    SECTION
2.17. Foreign Corrupt
Practices.  Since January 1, 2004, neither the Company nor, to
the Company’s knowledge, any director, officer, agent, employee or other person
acting on behalf of the Company has, in the course of its actions for, or on
behalf of, the Company, (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to
political activity; (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; (iii)
violated or is in violation of in any material respect any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to
any foreign or domestic government official or employee.

     

    SECTION
2.18. No Registration
Rights.  No Person has the right to (i) prohibit the Company
from filing the Registration Statement or (ii) except as described or referred
to in the Draft Annual Report or Schedule 2.18 of the Disclosure Schedules,
require the Company to register any securities for sale under the Securities Act
by reason of the filing of the Registration Statement or
otherwise.  The granting and performance of the registration rights
under this Agreement will not violate or conflict with, or result in a breach of
any provision of, or constitute a default under, any agreement, indenture or
instrument to which the Company or any Subsidiary is a party.

     

    SECTION
2.19. Taxes.  The Company
and each Subsidiary has filed (or has obtained an extension of time within which
to file) all necessary federal, state and foreign income and franchise tax
returns and has paid all taxes that are due and payable.  The charges,
accruals and reserves on the books of the Company in respect of taxes for all
fiscal periods are adequate in all material respects, and there are no material
unpaid assessments against the Company or any

     


    
      
         


      

      
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    Subsidiary,
nor to the Company’s knowledge, any basis for the assessment of any additional
taxes, penalties or interest for any fiscal period or audits by any foreign,
federal or state taxing authority except for any assessment which is not
material to the Company and its Subsidiaries, taken as a whole.  There
are no material tax Liens pending, or to the Company’s knowledge, threatened
against the Company or any Subsidiary or any of their respective assets or
property.

     

    SECTION
2.20. Real and Personal
Property.  Except as referred to or described in the Draft
Annual Report, the Company and each Subsidiary have good and marketable title
to, or have valid rights to lease or otherwise use, all items of real and
personal property that are material to the business of the Company and its
Subsidiaries, free and clear of all Liens, except those that (i) do not
materially interfere with the use of such property by the Company and its
Subsidiaries or (ii) would not reasonably be expected to have a Material
Adverse Effect.

     

    SECTION
2.21. Application of Takeover
Protections.  The Company and its Board of Directors have taken
all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s
Memorandum and Articles of Association or the laws of England and Wales that is
or could become applicable as a result of the Purchasers and the Company
fulfilling their obligations or exercising their rights under this Agreement and
the transactions contemplated hereby, including without limitation as a result
of the Company’s issuance of the Securities and the Warrant Shares and the
Purchasers’ ownership of the Securities and the Warrant
Shares.  Without in any way limiting the foregoing, the Company and
the transactions to be effected at the Closing are not subject to the UK
Takeover Code and neither the Company nor any Purchaser is required to obtain
any consent, authorization or order of, or make any filing or registration
pursuant to the UK Takeover Code in order for it to execute, deliver or perform
any of its obligations under this Agreement in accordance with the terms hereof,
or to allot, issue and sell the Securities and the Warrant Shares in accordance
with the terms hereof or thereof.

     

    SECTION
2.22. No Manipulation of
Stock.  The Company has not taken, nor will it take, directly
or indirectly, any action designed to stabilize or manipulate the price of the
ADSs or any security of the Company to facilitate the sale or resale of any of
the Securities.

     

    SECTION
2.23. Related Party
Transactions.  Except as set forth in the Draft Annual Report
or Schedule 2.23 of the Disclosure Schedules, neither the Company nor any
Subsidiary is presently a party to any transaction with any officer or director
of the Company or a Subsidiary, any member of such officer’s or director’s
family or any entity in which such officer, director or family member has a 5%
or greater interest
or is an officer, director, trustee or partner, including any contract,
agreement or other arrangement providing for the furnishing of services,
providing for rental of real or personal property, or otherwise requiring
payments, other than reimbursement for expenses incurred on behalf of the
Company or a Subsidiary.

     

    SECTION
2.24. Sarbanes-Oxley.  To
the Company’s knowledge, the Company is in material compliance with all
provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it or the
transactions contemplated herein.

     

    SECTION
2.25. Solvency.  Based on
the financial condition of the Company as of the Closing Date after giving
effect to the receipt by the Company of the proceeds from the sale of the
Securities hereunder, (i) the Company’s fair saleable value of its assets
exceeds the amount that will be required to be paid on or in respect of the
Company’s existing debts and other liabilities (including known contingent
liabilities but excluding contingent liabilities relating to completed
acquisitions,

     


    
      
         


      

      
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    including
the acquisition of Laxdale Limited and Ester Neurosciences Limited, the rights
to an oral formulation of apomorphine and the rights to a nanocrystal
formulation of lorazepam as described in Schedule 2.25 of the Disclosure
Schedules) as they mature and (ii) the current cash flow of the Company,
together with the proceeds the Company would receive, were it to liquidate all
of its assets, after taking into account all anticipated uses of the cash, would
be sufficient to pay all amounts on or in respect of its debts when such amounts
are required to be paid.

     

    SECTION
2.26. Obligations on Pipeline
Candidates.  Schedule 2.26 of the Disclosure Schedules contains
a true, correct and complete schedule of all licenses, collaboration agreements
and other binding agreements of any kind with third parties that require the
Company or any Subsidiary to (i) make any milestone, royalty and other
similar payments in excess of $100,000 in the aggregate for each such agreement
(each, a “Payment
Obligations”) or (ii) perform any product development work (pre-clinical
or clinical) or undertake any manufacturing (pilot or commercial) requiring
expenditures in excess of $100,000 in the aggregate for each such agreement
(each, a “Work
Obligation”), with respect to any development/pipeline product,
development/pipeline compound or development/pipeline candidate (each, a “Product”) owned or licensed by
or to the Company or any of its Subsidiaries, including on such schedule (a) the
names of the Products, (b) the agreements or other documents that are the source
of the Payment Obligations and/or Work Obligations, naming the parties thereto,
(c) a description of the Work Obligations, the diligence standards for
performing the Work Obligations, and whether each such agreement may be
terminated at the Company’s option without liability and if not, the measure of
such liability if specified, (d) the milestones, developments, or events
that give rise to the Payment Obligations and Work Obligations, and (e) the
amounts of the Payment Obligations and whether such Payment Obligations may be
settled other than by the payment of cash.

     

    SECTION
2.27. No General
Solicitation.  Neither the Company nor any Person acting on its
behalf (including the Placement Agent) has conducted any general solicitation or
general advertising (as those terms are used in Regulation D) in connection with
the offer or sale of any of the Securities.

     

    SECTION
2.28. No Integrated
Offering.  Neither the Company nor any of its Affiliates, nor
any Person acting on its or their behalf (including the Placement
Agent)  has, directly or indirectly, made any offers or sales of any
Company security or solicited any offers to buy any security, under
circumstances that would adversely affect reliance by the Company on Section
4(2) of the Securities Act for the exemption from registration for the
transactions contemplated hereby or would require registration of the Securities
under the Securities Act.

     

    SECTION
2.29. Private
Placement.  Assuming the accuracy of the Purchasers’
representations and warranties contained in Article 3 hereof, the offer and sale
of the Securities to the Purchasers as contemplated hereby is exempt from the
registration requirements of the Securities Act.

     

    ARTICLE
3

     

    PURCHASERS’
REPRESENTATIONS AND WARRANTIES

     

    Each
Purchaser represents and warrants to the Company, severally and not jointly,
with respect to itself and its purchase hereunder, that as of the date hereof
and as of the Closing Date:

     

    SECTION
3.1. Investment
Purpose.  The Purchaser is purchasing the Securities for its
own account and not with a present view toward the public sale or distribution
thereof and has

     


    
      
         


      

      
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    no
intention of selling or distributing any of such Securities, or any Warrants
Shares issued upon the exercise of Warrants, or any arrangement or understanding
with any other Persons regarding the sale or distribution of such securities
except in accordance with the provisions of Article 6 or otherwise as would
not result in a violation of the Securities Act.  The Purchaser will
not, directly or indirectly, offer, sell, pledge (other than in connection with
a bona fide margin account with a registered broker dealer), transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) any of the Securities or any Warrant Shares except
in accordance with the provisions of Article 6 or otherwise pursuant to and in
accordance with the Securities Act.

     

    SECTION
3.2. Purchaser
Status.  At the time the Purchaser was offered the Securities,
it was, at the date hereof it is, and on each date on which it exercises any
Warrants it will be, either (i) a “qualified institutional buyer” as defined in
Rule 144A(a) under the Securities Act, or (ii) an “accredited investor” as
defined in Rule 501(a) under the Securities Act having such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Securities.

     

    SECTION
3.3. Reliance on
Exemptions.  The Purchaser understands that the Securities are
being offered and sold to it in reliance upon specific exemptions from or
non-application of the registration requirements of United States federal and
state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations,
warranties, agreements, acknowledgments and understandings of the Purchaser set
forth herein in order to determine the availability of such exemptions and the
eligibility of the Purchaser to acquire the Securities.

     

    SECTION
3.4. Information.  The
Purchaser acknowledges that it has been afforded (i) the opportunity to ask such
questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the
offering of the Securities and the merits and risks of investing in the
Securities; (ii) access to such information about the Company and its financial
condition, results of operations, businesses, properties, management and
prospects as it believes to be sufficient to enable it to evaluate its
investment, including, without limitation, the Company’s SEC Documents, the
Draft Annual Report and the Disclosure Schedules; (iii) the opportunity to
review the SEC Documents, the Draft Annual Report and the Disclosure Schedules;
and (iv) the opportunity to obtain such additional information that the
Purchaser has requested and the Company has provided.  The foregoing
acknowledgment of opportunity and access shall not be deemed in any way to limit
the representations and warranties of the Company set forth in Article 2 above
or the ability of the Purchasers to rely thereupon.

     

    SECTION
3.5. Acknowledgement of
Risk.

     

    (a) The
Purchaser acknowledges and understands that its investment in the Securities
involves a significant degree of risk, including, without limitation: (i) the
Company has a history of operating losses and requires substantial funds in
addition to the proceeds from the sale of the Securities; (ii) an investment in
the Company is speculative, and only purchasers who can afford the loss of their
entire investment should consider investing in the Company and the Securities;
(iii) the Purchaser may not be able to liquidate its investment; (iv)
transferability of the Securities is limited; (v) in the event of a disposition
of the Securities, the Purchaser could sustain the loss of its entire
investment; and (vi) the Company has not paid any dividends on its Ordinary
Shares since inception and does not anticipate the payment of dividends in the
foreseeable future.  Such risks are more fully set forth in the SEC
Documents, the Draft Annual Report and the Disclosure Schedules.

     


    
      
         


      

      
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    (b) The
Purchaser is able to bear the economic risk of holding the Securities for an
indefinite period, and has knowledge and experience in financial and business
matters such that it is capable of evaluating the risks of the investment in the
Securities.

     

    (c) Except as
set forth in the opinions of Cahill Gordon & Reindel LLP and K&L Gates
LLP as delivered to the Purchaser on the Closing Date, the Purchaser has with
respect to all legal matters relating to this Agreement and the offer and sale
of the Securities relied solely upon the advice of such Purchaser’s own counsel
and has not relied upon or consulted any counsel to the Placement Agent or
counsel to the Company.

     

    (d) The
Purchasers acknowledge that the only representations or warranties the Company
is making in connection with the transaction contemplated hereby are those set
forth in Article 2, as modified by the SEC Documents, the Draft Annual
Report and the Disclosure Schedules.

     

    SECTION
3.6. Governmental
Review.  The Purchaser understands that no United States
federal or state or foreign Governmental Authority has passed upon or made any
recommendation or endorsement of the Securities or an investment
therein.

     

    SECTION
3.7. Transfer or Resale;
Legends.

     

    (a) The
Purchaser understands that:

     

    (i) the
Securities and any Warrant Shares issued upon the exercise of Warrants have not
been and will not be registered under the Securities Act (other than as
contemplated in Article 6) or any applicable state securities laws and,
consequently, the Purchaser may have to bear the risk of owning such securities
for an indefinite period of time because such securities may not be transferred
unless (A) the resale of such securities is registered pursuant to an effective
registration statement under the Securities Act, as contemplated in Article 6;
or (B) such securities to be sold or transferred are sold or transferred
pursuant to an exemption from such registration and, if requested by the
Company, or required by the depositary, to effect any such transfer, the
Purchaser has delivered to the Company an opinion of counsel to the Purchaser
(in form, substance and scope reasonably acceptable to the Company) to such
effect;

     

    (ii) except as
set forth in Article 4 and Article 6, neither the Company nor any other Person
is under any obligation to register the resale of the Securities or any Warrant
Shares under the Securities Act or any state or foreign securities laws or to
comply with the terms and conditions of any exemption thereunder;

     

    (iii) the
Shares and any Warrant Shares will be delivered to the Purchaser in the form of
uncertificated restricted ADSs in the depositary’s direct registration system
and the Warrants will be delivered to the Purchaser in the form of certificated
restricted Warrants, and all such Securities and Warrant Shares will be held as
restricted securities until they are resold pursuant to an effective
registration statement under the Securities Act (or an available exemption
therefrom), or otherwise cease to be restricted securities under the Securities
Act; and

     

    (iv) the
Shares and any Warrant Shares will be subject to the transfer restrictions
contained in the legend set forth below:

     


    
      
         


      

      
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    THE
RESTRICTED AMERICAN DEPOSITARY SHARES (“RESTRICTED ADSs”) CREDITED TO
YOUR ACCOUNT AND THE UNDERLYING RESTRICTED SHARES (“RESTRICTED SHARES”) OF THE
COMPANY ARE SUBJECT TO THE TERMS OF THE SUPPLEMENTAL LETTER AGREEMENT, DATED AS
OF MAY 16, 2008 (THE “SUPPLEMENTAL LETTER
AGREEMENT”), AND THE DEPOSIT AGREEMENT, DATED AS OF MARCH 29, 1993, AS
AMENDED AND SUPPLEMENTED (AS SO AMENDED AND SUPPLEMENTED, THE “DEPOSIT
AGREEMENT”).  ALL TERMS USED BUT NOT OTHERWISE DEFINED HEREIN
SHALL, UNLESS OTHERWISE SPECIFICALLY DESIGNATED HEREIN, HAVE THE MEANING GIVEN
TO SUCH TERMS IN THE SUPPLEMENTAL LETTER AGREEMENT, OR IF NOT DEFINED THEREIN,
IN THE DEPOSIT AGREEMENT.

     

    HOLDERS
AND BENEFICIAL OWNERS OF THE RESTRICTED ADSs BY ACCEPTING AND HOLDING THE
RESTRICTED ADSs, AND ANY INTEREST THEREIN, SHALL BE BOUND BY THE TERMS OF THE
DEPOSIT AGREEMENT AND THE SUPPLEMENTAL LETTER AGREEMENT.  AT THE TIME
OF ISSUANCE, THE RESTRICTED ADSs 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 EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT IN A TRANSACTION REGISTERED OR QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS OR (B) AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION OR QUALIFICATION REQUIREMENTS.  UNLESS A REGISTRATION
STATEMENT IS EFFECTIVE WITH RESPECT TO THESE SECURITIES, AS A CONDITION TO
PERMITTING ANY TRANSFER OF THESE SECURITIES, EACH OF THE DEPOSITARY AND THE
COMPANY MAY REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE DEPOSITARY AND THE COMPANY TO THE EFFECT THAT NO
REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH
TRANSFER.

     

    PRIOR TO
THE TRANSFER OF THE RESTRICTED ADSs, A HOLDER OF RESTRICTED ADSs WILL BE
REQUIRED TO PROVIDE TO THE DEPOSITARY AND TO THE COMPANY A CERTIFICATION IN THE
FORM ATTACHED TO THE SUPPLEMENTAL LETTER AGREEMENT.  PRIOR TO THE
WITHDRAWAL OF THE RESTRICTED SHARES, A HOLDER OF RESTRICTED ADSs WILL BE
REQUIRED TO PROVIDE TO THE DEPOSITARY AND TO THE COMPANY A WITHDRAWAL
CERTIFICATION IN THE FORM ATTACHED TO THE SUPPLEMENTAL LETTER
AGREEMENT.  THE TRANSFER AND OTHER RESTRICTIONS SET FORTH HEREIN AND
IN THE SUPPLEMENTAL LETTER AGREEMENT SHALL REMAIN APPLICABLE WITH RESPECT TO THE
RESTRICTED ADSs AND THE RESTRICTED SHARES UNTIL SUCH TIME AS THE PROCEDURES SET
FORTH IN THE SUPPLEMENTAL LETTER AGREEMENT FOR REMOVAL OF RESTRICTIONS ARE
SATISFIED.  NEITHER THE COMPANY NOR THE DEPOSITARY MAKES

     


    
      
         


      

      
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    ANY
REPRESENTATION AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT FOR RESALE OF THE RESTRICTED SHARES OR THE RESTRICTED
ADSs.  A COPY OF THE DEPOSIT AGREEMENT AND OF THE SUPPLEMENTAL LETTER
AGREEMENT MAY BE OBTAINED FROM THE DEPOSITARY OR THE COMPANY UPON
REQUEST.

     

    (v) The
Warrants will be subject to the transfer restrictions contained in the legend
set forth below, which legend will also be imprinted on the certificates
evidencing the Warrants:

     

    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, 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.

     

    (b) A
Purchaser may request, and the Company agrees to authorize, that its Shares and
Warrant Shares be withdrawn from the depositary’s direct registration system at
any time and reissued in certificated form to the Purchaser or any transferee
from the Purchaser pursuant to a transfer complying with this Section 3.7, provided that all such
certificates shall bear the legend provided in Section 3.7(a)(v) unless (i) the
sale of the Securities or the Warrant Shares was made pursuant to an effective
Registration Statement or (ii)  such Securities or Warrant Shares in
the hands of the transferee are eligible for sale under Rule 144 under the
Securities Act without restriction as to current public information, volume or
the manner of sale.

     

    Notwithstanding
the provisions of subsections (a) and (b) above, no such registration statement
or opinion of counsel shall be necessary for a transfer by a Purchaser (i) that
is a partnership to an Affiliate, a partner or limited partner of such
partnership or a retired partner of such partnership who retires after the date
hereof, or to the estate of any such partner, limited partner or retired partner
or the transfer by gift, will or intestate succession of any partner to his or
her spouse or to the siblings, lineal descendants or ancestors of such partner
or his or her spouse; (ii) that is a corporation to its stockholders in
accordance with their interest in the corporation; (iii) that is a limited
liability company to its members or former members in accordance with their
interest in the limited liability company; or (iv) to the Purchaser’s family
member or trust for the benefit of the individual Purchaser, if the transferee
agrees in writing to be subject to the terms hereof to the same extent as if he
or she were an original Purchaser hereunder.

     

    SECTION
3.8. Authorization;
Enforcement.  The Purchaser has the requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated

     


    
      
         


      

      
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    hereby
and thereby.  The Purchaser has taken all necessary action to
authorize the execution, delivery and performance of this
Agreement.  Upon the execution and delivery of this Agreement, this
Agreement shall constitute a valid and binding obligation of the Purchaser
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ and contracting parties’ rights generally and
except as enforceability may be subject to general principles of equity and
except as rights to indemnity and contribution may be limited by applicable
securities laws or public policy underlying such laws.

     

    SECTION
3.9. Residency. The Purchaser is
organized under the laws and the jurisdiction set forth immediately below such
Purchaser’s name on the signature pages hereto.

     

    SECTION
3.10. No Short
Sales.  Since the Purchaser was first contacted with reference
to the transactions contemplated hereunder, neither the Purchaser nor, to the
Purchaser’s knowledge, any Affiliate of the Purchaser, foreign or domestic, has,
directly or indirectly, effected or agreed to effect any “short sale” (as
defined in Rule 200 under Regulation SHO), whether or not against the box,
established any “put equivalent position” (as defined in Rule 16a-1(h) under the
Exchange Act) with respect to the Ordinary Shares, borrowed or pre-borrowed any
Ordinary Shares, or granted any other right (including, without limitation, any
put or call option) with respect to the Ordinary Shares or with respect to any
security that includes, relates to or derived any significant part of its value
from the Ordinary Shares or otherwise sought to hedge its position in the
Securities (each, a “Prohibited
Transaction”).  Prior to the earliest to occur of (i) the
termination of this Agreement, (ii) the date that the  Registration
Statement becomes effective or (iii) the  Required Effectiveness Date,
such Purchaser shall not engage, directly or indirectly, in a Prohibited
Transaction.  Each Purchaser acknowledges that the representations,
warranties and covenants contained in this Section 3.10 are being made for the
benefit of the Purchasers as well as the Company and that each Purchaser shall
have an independent right to assert any claims against any other Purchaser
arising out of any breach or violation of the provisions of this Section
3.10.

     

    SECTION
3.11. Regarding Placement Agent;
Solicitation.  The Purchaser represents that (i) if not a
shareholder of the Company prior to the date hereof, it was contacted regarding
the sale of the Securities by the Placement Agent (or an authorized agent or
representative thereof), and (ii) it did not become aware that the Securities
were being offered for sale by means of any form of general solicitation or
general advertising.

     

    ARTICLE
4

     

    COVENANTS

     

    SECTION
4.1. Conduct of
Business.  During the period from the date of this Agreement
until the Closing, except as expressly set forth in this Agreement, the Company
agrees that, without the prior written consent of a Majority of the Purchasers
(including Abingworth) (the parties hereto agree that, for purposes of this
Section 4.1 and Section 4.2, references to the Company shall include each
Subsidiary of the Company, such that each Subsidiary of the Company shall be
subject to, and bound by, the obligations and requirements contained in this
Section 4.1 and Section 4.2, and the Company agrees to take such action as may
be required to cause each such Subsidiary to comply with and be bound by this
Section 4.1 and Section 4.2):

     


    
      
         


      

      
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    (a) The
Company’s business shall be conducted only in the ordinary course, in a manner
consistent with past practice, and in compliance in all material respects with
all applicable law;

     

    (b) The
Company shall not (i) make or assist in making any change in, or amendment to,
the governance or organizational documents of the Company or any material
contract of the Company listed in Schedule 4.1(b) of the Disclosure Schedules
(the “Material
Contracts”); (ii) breach any Material Contract; or (iii) enter into
any contract that requires the Company to pay, or entitles the Company to
receive, in excess of $100,000 in any twelve month period;

     

    (c) The
Company shall not (i) create, incur, assume, or guarantee any liability or
Indebtedness, except trade payables incurred in the ordinary course of business,
consistent with past practice; or (ii) loan or advance any funds;

     

    (d) Other
than in the ordinary course of business, consistent with past practice, the
Company shall not (i) acquire any property or asset; (ii) make any capital
expenditure; (iii) sell, transfer, lease, assign, or dispose of, or agree to
sell, transfer, lease, assign, or dispose of, any property or asset; or (iv)
enter into any transaction or transactions;

     

    (e) The
Company shall not make any distribution or pay any dividend in respect of its
capital stock;

     

    (f) The
Company shall not subject to any Lien, or permit any Lien to exist on, the
leased real property or any other property or asset of the Company (other than
Liens in existence as of the date hereof);

     

    (g) Excluding
issuances of securities described in clauses (i), (iii) or (v) of the definition
of “Exempt Securities” set forth in Article 8 hereof, the Company shall not
issue any (i) securities; (ii) options, warrants, puts, calls, commitments,
agreements, contracts, preemptive, rights of first refusal, or other rights to
purchase, issue, or otherwise acquire any securities of the Company; or (iii)
obligations or securities convertible into or exchangeable for securities of the
Company;

     

    (h) The
Company shall maintain each of its insurance policies in existence as of the
date hereof;

     

    (i) The
Company shall not, except as provided in Section 5.2(o), (i) enter
into any employment or consulting agreement or arrangement; (ii) except for
an amendment to the Amended Plan to expand the options thereunder to yield 10%
unallocated options on a fully diluted basis as of the Closing, amend or modify
any existing employment or consulting agreement or arrangement, or adopt, amend,
modify, or terminate any employee benefit plan; (iii) other than in the
ordinary course of practice, consistent with past practice, terminate or modify
the terms of employment of, any of the Company’s employees; or (iv) make
any change in the rate of compensation, commission, bonus, benefits, or other
direct or indirect remuneration payable to or in respect of any of the Company’s
employees or consultants;

     

    (j) The
Company shall not (i) release any claims, or waive any rights; or
(ii) settle or compromise any litigation, action, proceeding, or claim
involving any liability for money damages or any restrictions upon any of its
operations or that may be precedential with

     


    
      
         


      

      
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    respect
to other litigations, actions, proceedings, or claims that may involve such
damages or restrictions;

     

    (k) The
Company shall not change accounting principles, policies, practices, or related
methodologies, or change any of its methods of reporting income and deductions
for income tax purposes, except as required by changes in applicable
law;

     

    (l) The
Company shall not close any offices at which the Company’s business is conducted
or open any new offices; and

     

    (m) The
Company shall not make or change any tax election, change an annual accounting
period, adopt or change any accounting method with respect to taxes, file any
amended tax return, enter into any closing agreement, settle or compromise any
proceeding with respect to any tax claim or assessment relating to the Company,
surrender any right to claim a refund of taxes, consent to any extension or
waiver of the limitation period applicable to any tax claim or assessment
relating to the Company, or take any other similar action relating to the filing
of any tax return or the payment of any tax.

     

    SECTION
4.2. Preservation of Business and
Assets.  During the period from the date of this Agreement
until the Closing, the Company (a) shall use its commercially reasonable
efforts to preserve the current business and goodwill of the Company, and
(b) shall not change the fundamental nature or characteristics of its
business from the business conducted as of the date hereof.

     

    SECTION
4.3. Notification.  During
the period from the date of this Agreement until the Closing, the Company shall
promptly notify each Purchaser in writing of any fact, condition, event, or
occurrence that (a) causes or constitutes a breach of any of the Company’s
representations or warranties made as of the date of this Agreement or that
would cause or constitute such a breach had such representation or warranty been
made as of the time of occurrence or discovery of such fact, condition, event,
or occurrence; (b) causes or constitutes a breach of any covenant of the Company
under this Agreement or that may make satisfaction of any of the conditions in
Section 5.2 impossible or unlikely; or (c) has or could reasonably be expected
to have a Material Adverse Effect.  No such notification shall be
deemed to modify the representations, warranties, or covenants of the Company
contained in this Agreement for any purpose.

     

    SECTION
4.4. Access and
Information.  During the period from the date of this Agreement
until the Closing, the Company shall give each Purchaser and its Affiliates and
their respective accountants, counsel, and other representatives reasonable
access during normal business hours to the Company’s offices, properties, books,
contracts, commitments, reports, records, and personnel, and give them, or give
them access to, the documents, financial data, records, and information with
respect to the Company and its business as any Purchaser from time to time
reasonably requests.

     

    SECTION
4.5. Further
Actions.  Each party hereto shall, as promptly as practicable,
use all commercially reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper, or
advisable to fulfill its obligations under this Agreement and to consummate and
make effective the transactions contemplated hereby.

     

    SECTION
4.6. Reporting
Status.  The ADSs and the Ordinary Shares are registered under
Section 12 of the Exchange Act.  During the Registration Period, the
Company agrees to use commercially reasonable efforts to timely file all
documents with the SEC, and the

     


    
      
         


      

      
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    Company
will not terminate its status as an issuer required to file reports under the
Exchange Act even if the Exchange Act or the rules and regulations thereunder
would permit such termination.  Without limiting, the foregoing, the
Company will finalize the Draft Annual Report and file it with the SEC not later
than November 2, 2009.

     

    SECTION
4.7. Financial
Information.  The financial statements of the Company to be
included in any documents to be filed with the SEC will be prepared in
accordance with accounting standards permitted by the Exchange Act (including on
the date hereof, International Financial Reporting Standards as adopted by the
European Union), consistently applied (except as may be otherwise indicated in
such financial statements or the notes thereto) and will fairly present in all
material respects the consolidated financial position of the Company and
consolidated results of its operations and cash flows as of, and for the periods
covered by, such financial statements (subject, in the case of unaudited
statements, to normal year-end audit adjustments).

     

    SECTION
4.8. Securities Laws Disclosure;
Publicity; Confidentiality.  On October 13, 2009 the
Company shall issue a press release (subject to prior review and approval, not
to be unreasonably withheld, by each of the Lead Investors and Abingworth)
announcing the signing of this Agreement and describing the terms of the
transactions contemplated by this Agreement.  On or before
October 14, 2009, the Company shall submit a Current Report on Form
6-K (subject to prior review and approval, not to be unreasonably withheld, by
the Lead Investors and Abingworth) to the SEC describing the terms of the
transactions contemplated by this Agreement and including as an exhibit to such
Current Report on Form 6-K, this Agreement in the form required by the Exchange
Act.  The Company shall not publicly disclose the content of the
discussions among the parties hereto and their respective agents or the name of
any Purchaser, or include the name of any Purchaser in any filing with the SEC
(other than the Registration Statement and any exhibits to filings made in
respect of this transaction in accordance with periodic filing requirements
under the Exchange Act) or any regulatory agency, without the prior written
consent of such Purchaser, except to the extent such disclosure is required by
law or regulation.  The parties further agree they will not use any
portion of the information and data provided to such party by the other party in
connection with the transactions contemplated by this Agreement for any purpose
other than the consummation of the Closing.  The existing
confidentiality agreements between the parties shall remain in
force.

     

    SECTION
4.9. Sales by the
Purchasers.

     

    (a) Each
Purchaser agrees that it will comply with the prospectus delivery requirements
of the Securities Act as applicable to it in connection with its sales of
Registrable Securities pursuant to a Registration Statement or otherwise comply
with the requirements for an exemption from registration under the Securities
Act and the rules and regulations promulgated thereunder.  No
Purchaser will make any sale, transfer, pledge or other disposition of the
Securities in violation of U.S. federal or state or foreign securities laws or
the terms of this Agreement.  Without limiting the foregoing, the
Purchasers acknowledge that, as a result of their representation on the
Company’s Board of Directors or otherwise, they may from time to time come into
possession of confidential information regarding the Company that may constitute
“material non-public information” under the U.S. securities laws and agree not
to trade in any securities of the Company while in possession of such
information in a manner that would violate the U.S. securities laws or be
inconsistent with the Company’s share dealing code.

     

    (b) Commencing
from the Closing Date, the Company agrees not to furnish material non-public
information to any Purchaser that does not have an Affiliate then serving as a
director of the Company without such Purchaser's prior consent.

     


    
      
         


      

      
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    SECTION
4.10. Reservation of Ordinary
Shares.  As of the date hereof, the Company has sufficient
authorized and unissued share capital, and the Company shall continue to have
sufficient authorized and unissued share capital for the purpose of enabling the
Company to issue the Securities pursuant to this Agreement and Warrant Shares
upon exercise of the Warrants.

     

    SECTION
4.11. Preemptive
Rights.

     

    (a) Each
Purchaser shall have a right of first refusal to purchase up to such Purchaser’s
Pro Rata Percentage of any offering by the Company of Ordinary Shares or any
other class or series of its capital stock, or any other securities convertible
or exercisable into or exchangeable for Ordinary Shares or any other class or
series of capital stock (including convertible stock, redeemable stock and debt
with warrants, but excluding any Exempt Securities (other than clause (vi)
thereof), and any issuances pursuant to the Additional Financing in accordance
with Section 5.2(n)), in each case on the same terms as the other investors
participating in such offering.

     

     

    (b) The
Company shall provide written notice to each Purchaser that the Company is
considering any proposed future financing subject to this Section 4.11(b),
providing a general outline of the proposed structure and anticipated terms
thereof, not less than 15 days prior to completion thereof (the “Completion
Date”).  The Company shall also provide written notice to each
such Purchaser describing in reasonable detail all of the material terms of any
such proposed future financing, including the identity of the proposed
purchaser(s) (the “Detailed
Notice”), within a reasonable period of time (but not less than ten (10)
days prior to the Completion Date).  Unless a Purchaser provides the
Company notice in writing within five (5) days of its receipt of the
Detailed Notice that it wishes to participate in such financing, such
Purchaser’s right solely with respect to such proposed future financing (but not
with respect to any other future financing) shall be deemed
waived.  If any of the Purchasers fails to exercise its right of first
refusal to purchase its full Pro Rata Percentage of the securities subject to
this Section 4.11(b) (each, an “Ineligible Over Allotment
Purchaser”), then at least five (5) days prior to the Completion Date the
Company shall give written notice to the Purchasers who exercised their full pro
rata rights (each, an “Eligible Over Allotment Purchaser”) of
the number of securities of the Company subject to this Section 4.11(b) and not
subscribed by the Ineligible Over Allotment Purchasers (the “Shortfall Notice”), whereupon
(i) Abingworth, if it is an Eligible Over Allotment Purchaser, shall have the
first right, but not the obligation, to elect, by written notice to the Company
and the other Eligible Over Allotment Purchasers (if their names and addresses
are then known to Abingworth) during the three (3) day period following its
receipt of such Shortfall Notice, to purchase any of the securities not so
subscribed by the Ineligible Over Alltoment Purchasers and (ii) if Abingworth is
an Ineligible Over Allotment Purchaser or if it is an Eligible Over Allotment
Purchaser but has elected not to purchase all of the securities available for
purchase by it pursuant to clause (i) above, then each other Eligible Over
Allotment Purchaser shall have the right, but not the obligation, to elect, by
written notice to the Company and the other Eligible Over Allotment Purchasers
during the five (5) day period following its receipt of such Shortfall Notice
(the “Shortfall Notice
Period”), to purchase any of the securities not so subscribed by
Abingworth (the allocation of such securities among the Eligible Over Allotment
Purchasers exercising the over allotment option pursuant to this clause (ii) to
be made pro rata among them based on their proportionate ownership of Ordinary
Shares inter se
themselves or in such other proportions as such participating Eligible Over
Allotment Purchasers shall unanimously determine). Unless an Eligible Over
Allotment Purchaser provides the Company notice in writing within such five (5)
days of its receipt of a Shortfall Notice that it wishes to exercise its over
allotment option, indicating the maximum number of securities it wishes to
purchase, such Eligible Over Allotment Purchaser’s right with respect to such
over allotment

     


    
      
         


      

      
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    option
shall be deemed waived.  Anything herein to the contrary
notwithstanding, if required to accumulate from its investors the funds
necessary to participate in any such financing, each Purchaser who has delivered
timely notice of its intent to participate in such financing shall have up to
fifteen (15) Business Days from the date it sent such notice of its intent to
participate to fund its purchase even if any such period extends beyond the
Completion Date.  If the Purchasers do not elect to purchase all of
the securities with respect to a proposed financing that is the subject of a
Detailed Notice, the Company shall, during the sixty (60) day period following
the expiration of the Shortfall Notice Period, be permitted at its sole
discretion to sell the securities not subscribed for by the Purchasers to any
purchaser or purchasers named in the Detailed Notice on the terms and conditions
set forth in the Detailed Notice.  Notwithstanding anything contained
herein to the contrary, if the terms of any proposed financing that is the
subject of a Detailed Notice shall change in a manner more favorable to the
Purchasers in any material respect, the Company shall send a new Detailed Notice
to the Purchasers and shall be required to comply with all of the provisions of
this Section 4.11(b) as it pertains to the modified terms of such proposed
financing.

     

     

    (c) Except
for the rights granted to the other Purchasers pursuant to this Section 4.11,
for so long as Abingworth shall have the right to purchase the Company’s
securities pursuant to this Section 4.11, the Company may not, without
Abingworth’s prior written consent, grant preemptive rights, participation
rights, rights of first refusal, rights of first offer or similar rights to any
holder or prospective holder of any Company securities on terms more favorable
than, or in preference to, or on parity with the rights granted herein to
Abingworth.

     

    (d) The
rights and obligations established pursuant to this Section 4.11 shall
terminate with respect to a Purchaser (counting such Purchaser and its
Affiliates purchasing Shares under this Agreement as one  Purchaser)
at such time as such Purchaser (together with its Affiliates) ceases to
collectively own in the aggregate the number of Ordinary Shares equal to at
least 50% of the number of Shares purchased by such Purchaser and its Affiliates
on the Closing Date.

     

    (e) With
respect to Abingworth and the Abingworth Purchasers, the rights set forth in
this Section 4.11 may be exercised directly by one or more of the Abingworth
Purchasers or through any other fund or managed account managed by Abingworth
LLP, with Abingworth, LLP having the right, in its sole discretion, to determine
the allocation of rights among the Abingworth Purchasers and/or through any
other fund or managed account managed by Abingworth LLP so long as the
transferee of such rights from Abingworth is able to exercise such rights in
accordance with applicable securities laws.

     

    SECTION
4.12. Private Foreign Investment Company;
Controlled Foreign Corporation.

     

    (a) Upon
request, the Company will provide each Purchaser all information needed to make
a “Qualified Electing Fund” election pursuant to Section 1295 of the U.S.
Internal Revenue Code of 1986, as amended (or any successor thereto) (the “Code”) and will provide each
Purchaser a completed “PFIC Annual Information Statement” as required by
Treasury Regulation Section 1.1295-1(g)(1) within sixty (60) days after the
end of the Company’s taxable year.

     

    (b) The
Company shall make due inquiry with its tax advisors on at least an annual basis
regarding the Company’s status as a “Controlled Foreign Corporation” as defined
in the Code (“CFC”) and
regarding whether any portion of the Company’s income is “Subpart F Income” (as
defined in Section 952 of the Code) (“Subpart F
Income”).  Each Purchaser shall

     


    
      
         


      

      
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    reasonably
cooperate with the Company to provide information about such Purchaser and such
Purchaser’s Partners (as defined below) in order to enable the Company’s tax
advisor’s to determine the status of such Purchaser and/or any of such
Purchaser’s Partners as a “United States Shareholder” within the meaning of
Section 951(b) of the Code.  No later than sixty (60) days following
the end of each Company taxable year, the Company shall provide the following
information to the Purchasers: (i) the Company’s capitalization table as of the
end of the last day of such taxable year and (ii) a report regarding the
Company’s status as a CFC.  In addition, the Company shall provide the
Purchasers with access to such other Company information as may be necessary for
the Purchasers to determine the Company’s status as a CFC and to determine
whether Purchaser or any of Purchaser’s Partners is required to report its pro
rata portion of the Company’s Subpart F Income on its United States federal
income tax return, or to allow such Purchaser or such Purchaser’s Partners to
otherwise comply with applicable United States federal income tax
laws.  For purposes of this provision, (A) the term “Purchaser’s Partners” means
each of the Purchaser’s partners and any direct or indirect equity owners of
such partners and (B) the “Company” means the Company and
any of its Subsidiaries.

     

    SECTION
4.13. Additional
Covenants.

     

    (a) Other
than pursuant to an Additional Financing in accordance with Section 5.2(n)
and except for the Exempt Securities, the Company shall not issue any Ordinary
Shares or other securities in connection with the raising of additional
financing or capital until all of the Securities issued in the Closing have been
registered for resale as provided in Article 6.

     

    (b) The
Company will use the entire Net Proceeds (as defined below) to advance its
cardiovascular disease programs (including related overhead costs) provided that
it may use a portion of the Net Proceeds for the expenditures described in
Schedule 4.13(b) of the Disclosure Schedules.  For purposes of
this provision, “Net
Proceeds” means the gross proceeds received by the Company from the sale
of the Securities net of fees and directly related expenses (determined in
accordance with IFRS) incurred by the Company from the issuance of the
Securities.

     

    SECTION
4.14. Acquisition
Proposals.

     

    (a) Unless
approved by a Majority of the Purchasers (including Abingworth), prior to the
Closing, the Company shall not, nor shall the Company authorize or permit any of
its Subsidiaries or any of the directors, officers, employees, attorneys or
financial advisors or other agents of the Company or any of its Subsidiaries, or
any other Person on its behalf (each, a “Representative”) to, (i)
directly or indirectly, initiate, solicit or knowingly encourage any inquiries
with respect to, or the making of any Acquisition Proposal (as defined below),
(ii) engage in any negotiations or discussions concerning, or provide access to
its properties, books and records or any confidential information or data to,
any Person relating to an Acquisition Proposal, (iii) approve, endorse or
recommend, or propose publicly to approve, endorse or recommend, any Acquisition
Proposal or (iv) execute or enter into, any letter of intent, agreement in
principle, securities purchase or sale agreement, scheme of arrangement, merger
agreement, acquisition agreement, asset sale agreement, or other similar
agreement relating to any Acquisition Proposal; provided, however, it is understood and
agreed that any determination or action by the Board of Directors of the Company
permitted under Section 4.14(b) or Section 4.14(c) shall not be deemed to be a
breach or violation of this Section 4.14(a). The Company shall, and shall
direct each of its Representatives to, immediately cease any solicitations,
discussions or negotiations with any Person (other than the parties hereto and
each other Person which a Majority of the Purchasers

     


    
      
         


      

      
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    including
Abingworth, have approved for such continued discussions) that has made or
indicated an intention to make or interest in making an Acquisition Proposal, in
each case that exist as of the date hereof, and shall not, without the prior
written consent of a Majority of the Purchasers (including Abingworth), which
consent shall not be unreasonably withheld, conditioned or delayed, release any
Person from any confidentiality or standstill agreement or exercise any consent
rights with respect to or waive any of the provisions of any such
confidentiality or standstill agreement, in each case that exist as of the date
hereof; provided, however, that the prior
written consent of a Majority of the Purchasers shall not be required in
connection with any such action if (A) the Board of Directors of the Company
shall have determined in good faith, after consultation with its legal counsel
and financial advisors, that the failure to so release, exercise or waive would
be inconsistent with its fiduciary duties under applicable law and (B) at least
three (3) Business Days’ prior written notice of such release,
exercise or waiver is provided by the Company to the Purchasers.

     

    (b) Notwithstanding
anything to the contrary in Section 4.14(a), nothing contained in this Agreement
shall prevent the Company or its Board of Directors from (i) providing access to
its properties, books and records and providing information or data in response
to a request therefor by a Person or group who has made an unsolicited
Acquisition Proposal that the Board of Directors of the Company shall have
determined in good faith, after consultation with its legal counsel and
financial advisors, is credible and constitutes a Superior Proposal or could
reasonably be expected to lead to a Superior Proposal and that the failure to
provide such access, information or data would be inconsistent with its
fiduciary duties under applicable law, if the Board of Directors receives from
the Person so requesting such access, information or data an executed
confidentiality agreement on terms substantially similar to those in force with
the Purchasers (except for such changes specifically necessary in order for the
Company to be able to comply with its obligations under this Agreement) and
provides to the Purchasers notice of such access, information or data provided
and the same access, information or data to the extent not previously provided
to Purchasers; (ii) contacting and engaging in discussions with any Person or
group and their respective Representatives who has made an unsolicited
Acquisition Proposal solely for the purpose of clarifying such Acquisition
Proposal and any material terms thereof and the conditions to consummation so as
to determine whether there is a reasonable likelihood that such Acquisition
Proposal will lead to a Superior Proposal; or (iii) contacting and engaging in
any negotiations or discussions with any Person or group and their respective
Representatives (which negotiations or discussions are not solely for
clarification purposes) who has made an unsolicited Acquisition Proposal that
the Board of Directors of the Company shall have determined in good faith, after
consultation with its legal counsel and financial advisors, is credible and
constitutes a Superior Proposal or could reasonably be expected to lead to a
Superior Proposal and that the failure to provide such access would be
inconsistent with its fiduciary duties under applicable law. The Company shall
also promptly, and in any event within two (2) Business Days, notify the
Purchasers (A) of the receipt of any Acquisition Proposal after the date hereof,
which notice shall include the material terms of and identity of the Person(s)
making such Acquisition Proposal and (B) to the extent not inconsistent
therewith, with respect to any developments under clauses (i)-(iii) above or
otherwise with respect to the Acquisition Proposal or the Person(s) making it
that the Company reasonably determines are significant.

     

    (c) Notwithstanding
anything in this Section 4.14 to the contrary, if, at any time prior to the
Closing, the Company’s Board of Directors determines in good faith, after
consultation with its financial advisors and outside legal counsel, in response
to an Acquisition Proposal that was unsolicited and that did not involve a
breach of Section 4.14(a), that such proposal is a Superior Proposal, the
Company or its Board of Directors may terminate this

     


    
      
         


      

      
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    Agreement
to enter into a definitive agreement with respect to such Superior Proposal (any
such termination, a “Fiduciary
Out Termination”); provided, however, that the Company
shall not terminate this Agreement pursuant to this Section 4.14(c), and any
purported termination pursuant to this Section 4.14(c) shall be void and of no
force or effect, unless the Company prior to or concurrently with such
termination pays to the Lead Investors’ the amount of their out-of-pocket
expenses and pays to Bingham McCutchen LLP the full amount owing pursuant to
that certain pre-negotiation letter dated August 29, 2009; provided further that, the
Company may not terminate this Agreement pursuant to this Section 4.14(c) or
approve a Superior Proposal or enter into a definitive agreement with respect to
such Superior Proposal, unless (i) it notifies the Purchasers in writing of its
intention to take such action at least three (3) Business Days prior to taking
such action, specifying the material terms of such Superior Proposal and
identifying the Person(s) making such Superior Proposal, and (ii) the Purchasers
do not make, after being provided with reasonable opportunity to negotiate with
the Company and its Representatives, within three (3) Business Days of receipt
of such written notification, an offer that the Board of Directors of the
Company determines, in good faith after consultation with its legal and
financial advisors, results in the applicable Acquisition Proposal no longer
being a Superior Proposal.

     

    (d) For
purposes of this Agreement, the following terms shall have the meanings assigned
below:

     

    (i) “Acquisition Proposal” means
any inquiry, proposal or offer from any Person or group (other than Purchasers
or their Representatives) prior to the Closing relating to (A) any direct or
indirect acquisition or purchase of all, substantially all or any material part
of the assets of the Company or any Subsidiary or (B) any direct or indirect
acquisition or purchase of all or any part of any securities of the Company,
including any tender offer or exchange offer that if consummated would result in
any Person or group beneficially owning all or any part of any securities of the
Company, or (C) any agreement or document described in Section 4.14(a)(iv)
or any reorganization, consolidation, share exchange, business combination,
recapitalization, liquidation, dissolution or similar transaction involving the
Company or any Subsidiary.

     

    (ii) “Superior Proposal” means an
unsolicited bona fide Acquisition Proposal received by the Company prior to the
Closing that the Board of Directors of the Company determines in good faith,
after consultation with its financial advisors and outside legal counsel, would,
if consummated, result in a transaction that is more favorable from a financial
point of view to the stockholders of the Company than the transactions
contemplated hereby (taking into account any counter offer made by the
Purchasers pursuant to Section 4.14(c)) after taking into account all such
factors and matters deemed relevant in good faith by the Board of Directors of
the Company, after consultation with its financial advisors and outside legal
counsel, including legal, financial (including the financing terms of any such
proposal), regulatory, timing or other aspects of such proposal and the
transactions contemplated hereby.

     

    SECTION
4.15. Directors/ and Officers/ Liability
Insurance.  The Company will use its best efforts to maintain
directors’ and officers’ liability insurance in an amount reasonably acceptable
to the Board of Directors and consistent with industry practice.

     


    
      
         


      

      
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    ARTICLE
5


     

    CONDITIONS
TO CLOSING

     

    SECTION
5.1. Conditions to the Company’s
Obligations at the
Closing.  The Company’s obligation to complete the purchase and
sale of the Securities in respect of each Purchaser in connection with the
Closing is subject to the fulfillment or waiver as of the Closing Date of the
following conditions:

     

    (a) Receipt of
Funds.  The Company shall have received immediately available
funds, in US dollars, in the full amount of the Closing Purchase Price as set
forth opposite such Purchaser’s name on Exhibit
A hereto.

     

    (b) Representations and
Warranties.  The representations and warranties made by such
Purchaser in Article 3 shall be true and correct in all material respects as of
the date such representation and warranty was made and as of the Closing
Date.

     

    (c) Covenants.  All
covenants, agreements and conditions contained in this Agreement to be performed
by such Purchaser on or prior to the Closing Date shall have been performed or
complied with in all material respects.

     

    (d) Absence of
Litigation.  No proceeding challenging this Agreement or the
transactions contemplated hereby, or seeking to prohibit, alter, prevent or
materially delay the Closing, shall have been instituted, threatened or be
pending before any court, arbitrator, official or Governmental
Authority.

     

    (e) No Governmental
Prohibition.  The sale of the Securities by the Company to such
Purchaser shall not be prohibited by any law or governmental order or
regulation.

     

    (f) Minimum
Funding.  The Company shall have received in the aggregate at
least $55 million of gross purchase price proceeds from the
Purchasers.

     

    (g) May 2008
Agreements.

     

    (i) The
shareholders of the Company who purchased the Company’s Series A Preference
Shares and/or Ordinary Shares pursuant to the Securities Purchase Agreement
dated May 13, 2008 (the “2008
Investors SPA”) who are not Purchasers hereunder shall have either
exercised or waived their preemptive rights in respect of the Securities to be
sold hereunder or such rights shall have otherwise terminated and become
non-exercisable.

     

    (ii) The
shareholders of the Company who purchased the Company’s Ordinary Shares pursuant
to the Securities Purchase Agreement dated May 12, 2008 (the “2008 Directors SPA”) shall
have waived their preemptive rights in respect of the Securities to be sold
hereunder or such rights shall have otherwise terminated and become
non-exercisable.

     

    (iii) The
rights granted under Section 4.11 of 2008 Investors SPA and Section 4.3 of
the 2008 Directors SPA in respect of future equity issuances of the Company
shall have been terminated and become non-exercisable.

     


    
      
         


      

      
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    (iv) The
Company’s Series A Preference Shares shall have been converted into Ordinary
Shares on a one-for-one basis.

     

    (v) The
rights of the “Purchasers” under and as defined in the 2008 Investors SPA and
the 2008 Directors SPA to purchase Ordinary Shares in a “Second Closing” (as
defined therein) pursuant to Section 1.1(c)-(d) thereof shall have been
terminated and become non-exercisable.

     

    (vi) The
rights of the “Purchasers” under and as defined in the 2008 Investors SPA and
the 2008 Directors SPA pursuant to Article 6 thereof shall have been terminated
or amended to be subordinate to the rights of the Purchasers under Article 6 of
this Agreement on terms satisfactory to the Majority of the
Purchasers.

     

    SECTION
5.2. Conditions to Each Purchaser’s Obligations at the
Closing.  Each Purchaser’s obligation to complete the purchase
and sale of the Securities is subject to the fulfillment or waiver as of the
Closing Date of the following conditions:

     

    (a) Representations and
Warranties.  The representations and warranties made by the
Company in Article 2, if made without reference to materiality or a Material
Adverse Effect shall be true and correct in all material respects and if made
subject to materiality or with reference to a Material Adverse Effect shall be
true and correct as written, in each case as of the date such representation and
warranty was made and as of the Closing Date.

     

    (b) Covenants.  All
covenants, agreements and conditions contained in this Agreement to be performed
by the Company on or prior to the Closing Date shall have been performed or
complied with in all material respects.

     

    (c) Material Adverse
Effect.  Except as set forth on Schedule 2.12 of the
Disclosure Schedules, there shall have been no Material Adverse Effect with
respect to the Company since September 24, 2008.

     

    (d) Other
Documentation.  The Company shall have delivered such other
certificates, instruments, opinions and other documents as a Majority of the
Purchasers may reasonably request, and the Purchasers shall have received such
documents and certificates of officers of the Company to verify the satisfaction
of the conditions set forth in Sections 5.2(a) and (b), and the form and
substance of all certificates, instruments, opinions and other documents
delivered to the Purchasers under this Agreement shall be satisfactory in all
reasonable respects to a Majority of the Purchasers.

     

    (e) Legal
Opinions.

     

    (i) The
Company shall have delivered to the Purchasers an opinion, dated as of
the  Closing Date, from each of (x) K&L Gates LLP, UK counsel to
the Company, in form and substance reasonably acceptable to a Majority of the
Purchasers, and (y) Cahill Gordon & Reindel LLP, U.S. counsel to the
Company, in substantially the form attached hereto as Exhibit
C; and

     

    (ii) Each
Purchaser whose fund documents so require shall have received an opinion, dated
as of the  Closing Date, from counsel in the Republic of Ireland and
the United Kingdom regarding the continued limited liability of such Purchaser’s
limited partners and the

     


    
      
         


      

      
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    tax
effects on such limited partners of the transactions contemplated by this
Agreement, in each case reasonably acceptable to such Purchaser.

     

    (f) Depositary Account
Statements.  The Company shall have delivered to its ADS
depositary, with a copy to each Purchaser, irrevocable instructions to issue to
such Purchaser, on an expedited basis, one or more account statements in the
name of such Purchaser reflecting the number of Shares set forth opposite such
Purchaser’s name on Exhibit
A hereto.

     

    (g) Absence of
Litigation.  No proceeding challenging this Agreement or the
transactions contemplated hereby, or seeking to prohibit, alter, prevent or
materially delay the Closing, shall have been instituted, threatened or be
pending before any court, arbitrator, official or Governmental
Authority.

     

    (h) Minimum
Funding.  In the case of each Purchaser severally, the Company
shall have received in the aggregate gross purchase price proceeds equal to $55
million less the amount such Purchaser has committed to fund as set forth
opposite each such Purchaser’s name on Exhibit
A.

     

    (i) No Governmental
Prohibition.  The sale of the Securities by the Company to such
Purchaser shall not be prohibited by any law or governmental order or
regulation.

     

    (j) Governmental
Approvals.  All actions and approvals, consents, or waivers by
or in respect of, or filings with, any Governmental Authority required to be
taken, obtained, or made in connection with, or to permit, the consummation of
the transactions contemplated by this Agreement shall have been taken, obtained,
or made, including, without limitation, all such actions, approvals, consents,
waivers, or filings that may be required by the anti-competition laws of the
European Union.

     

    (k) Warrants.  The
Company shall have delivered to each Purchaser one or more certificates in the
name of the Purchaser evidencing the number of Warrants set forth opposite such
Purchaser’s name on Exhibit
A.

     

    (l) Board
Resolutions.  The Company shall have delivered to the
Purchasers a certified copy of the resolutions of its Board of Directors (i)
approving this Agreement, the issuance of the Shares, the Warrants and the
Warrant Shares and the transactions contemplated hereby and thereby, and
(ii) establishing that the quorum necessary for the transaction of the
business of the Company’s Board of Directors shall be five (5) directors,
comprising at least three (3) of the four (4) Directors who shall have been
elected or appointed to the Board of Directors as designated by the Lead
Investors pursuant to the provisions of the Management Rights Agreement and any
two (2) directors other than directors who have been so designated by the Lead
Investors pursuant to the Management Rights Agreement, in each case, in form and
substance reasonably acceptable to the Purchasers.

     

    (m) Board of
Directors.

     

    (i) The
members of the Company’s Board of Directors shall consist of not more than
seven (7) directors as follows: Manus Rogan, James I. Healy, Carl L.
Gordon, Patrick Enright, Joseph Anderson, Thomas Lynch and Lars
Ekman.

     


    
      
         


      

      
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    (ii) The
Company shall have delivered to the Purchasers copies of the resignations of the
directors and board resolutions that were required to produce the result set
forth in Section 5.2(m)(i) above.

     

    (iii) The
committees of the Company’s Board of Directors will be re-constituted to consist
of three (3) members each, with the members of each committee being satisfactory
to the Lead Investors and Abingworth.

     

    (iv) The
Company shall have entered into an indemnification agreement with each Director
mutually satisfactory to the Company and the Directors.

     

    (n) Additional Financing
Documentation.  The Company shall have delivered to the
Purchasers fully executed copies of the documentation pursuant to which the
holders of the notes issued pursuant to the Bridge Loan Agreement, dated June
24, 2009, as amended on August 3, 2009, and the Bridge Loan Agreement,
dated August 3, 2009, listed on Schedule 5.2(n) hereto (the
“Additional Financing
Purchasers”) shall have converted the principal amount of such notes set
forth opposite such holder’s name on Schedule 5.2(n) into Units on the same
terms as herein provided (the “Additional Financing”), and
all documentation to be executed by the Company in connection with the
Additional Financing shall be in form and substance reasonably acceptable to a
Majority of the Purchasers.

     

    (o) Severance and Employment
Agreements.  The Company shall have entered into severance,
retention and/or employment arrangements with certain of its existing officers,
directors and employees and/or with new personnel that are satisfactory to the
Lead Investors and Abingworth in the exercise of their sole
discretion.

     

    (p) Management Rights
Agreement.  The Company and the Purchasers will have entered
into an agreement (the “Management Rights Agreement”)
in form and substance reasonably satisfactory to the Lead Investors and
Abingworth providing as follows:

     

    (i) for so
long as each of Fountain Healthcare Partners I, L.P. (and its Affiliates),
Sofinnova Venture Partners VII, L.P. (and its Affiliates), Caduceus Private
Investments III, L.P. (and its Affiliates) and Longitude Venture Partners L.P.
(and it’s Affiliates) (each, a “Lead Investor”) beneficially
owns the number of Ordinary Shares equal to at least fifty percent (50%) of the
number of Shares it purchases in the Closing, determined severally as to each
Lead Investor, the Company will nominate the designee of such Lead Investor for
election to the Company’s Board of Directors in accordance with the Company’s
Articles of Association and the Company will use its best efforts to have such
designee elected;

     

    (ii) for so
long as the Lead Investors beneficially own in the aggregate, at least
twenty-five percent (25%) of the issued and outstanding Ordinary Shares of the
Company, determined collectively as to them as a group, the Company will
nominate two (2) other Persons designated by such Lead Investors (both of whom
will be independent) for election to the Company’s Board of Directors in
accordance with the Company’s Articles of Association in accordance with
procedures agreed among the Lead Investors;

     

    (iii) from and
after the date that Abingworth beneficially owns the number of Ordinary Shares
equal to at least five percent (5%) of the Company’s outstanding

     


    
      
         


      

      
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    Ordinary
Shares, the Company will nominate the designee of Abingworth for election to the
Company’s Board of Directors in accordance with the Company’s Articles of
Association and the Company will use its best efforts to have such designee
elected;

     

    (iv) for so
long as any Lead Investor or Abingworth shall have the right to nominate a
Person for election to the Company’s Board of Directors pursuant to the
Management Rights Agreement, the Company shall have entered into and will keep
in effect an indemnification agreement with each such Person who becomes a
Director, in form and substance  mutually satisfactory to the Company
and such Directors; and

     

    (v) each
Purchaser severally and not jointly, and solely with respect to the ADSs and
Ordinary Shares held of record by such Purchaser, will agree that: (A) at
any meeting (whether general, extraordinary, annual or special and whether or
not an adjourned or postponed meeting) of the holders of Ordinary Shares,
however called, or in connection with any written consent of the holders of
Ordinary Shares, such Purchaser shall vote (or cause to be voted) all of the
ADSs and Ordinary Shares held of record by such Purchaser in favor of the
election to the Company’s Board of Directors of each of the persons nominated in
accordance with clauses (i), (ii) and (iii) above and (B) such Purchaser shall
not enter into any agreement or understanding with any Person the effect of
which would be inconsistent with or violative of such voting
agreements.

     

    (q) May 2008
Agreements.

     

    (i) The
shareholders of the Company who purchased the Company’s Series A Preference
Shares and/or Ordinary Shares pursuant to the 2008 Investors SPA who are not
Purchasers hereunder shall have either exercised or waived their preemptive
rights in respect of the Securities to be sold hereunder or such rights shall
have otherwise terminated and become non-exercisable.

     

    (ii) The
shareholders of the Company who purchased the Company’s Ordinary Shares pursuant
to the 2008 Directors SPA shall have waived their preemptive rights in respect
of the Securities to be sold hereunder or such rights shall have otherwise
terminated and become non-exercisable.

     

    (iii) The
rights granted under Section 4.11 of 2008 Investors SPA and Section 4.3 of
the 2008 Directors SPA in respect of future equity issuances of the Company
shall have been terminated and become non-exercisable.

     

    (iv) The
Company’s Series A Preference Shares shall have been converted into Ordinary
Shares on a one-for-one basis.

     

    (v) The
rights of the “Purchasers” under and as defined in the 2008 Investors SPA and
the 2008 Directors SPA to purchase Ordinary Shares in a “Second Closing” (as
defined therein) pursuant to Section 1.1(c)-(d) thereof shall have been
terminated and become non-exercisable.

     

    (vi) The
rights of the “Purchasers” under and as defined in the 2008 Investors SPA and
the 2008 Directors SPA pursuant to Article 6 thereof shall have

     


    
      
         


      

      
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    been
terminated or amended to be subordinate to the rights of the Purchasers under
Article 6 of this Agreement on terms satisfactory to the Majority of the
Purchasers.

     

    (r) Investment Committee
Approval.  The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby shall
have been approved by each Purchaser’s investment committee.

     

    ARTICLE
6


     

    REGISTRATION
RIGHTS

     

    SECTION
6.1. Registration
Statements.

     

    (a) As soon
as reasonably practicable, but in no event later than sixty (60) days
after the Closing Date (the “Filing Date”), the Company
shall prepare and file a registration statement (the “Registration Statement”)
covering the resale on a continuous or delayed basis by the Holders of all of
the Registrable Securities issued in connection with the Closing with the SEC
pursuant to Rule 415 of the Securities Act and shall use its commercially
reasonable efforts to cause the  Registration Statement to become
effective under the Securities Act not later than 90 days after the earlier of
(i) the initial filing of such Registration Statement or (ii) the Filing Date
or, in the event of a review by the SEC, not later than 120 days after the
earlier of (i) the initial filing of such Registration Statement or (ii) the
Filing Date (the “Required
Effectiveness Date”).

     

    (b) The
Company’s shareholders (other than the Holders and the Additional Financing
Purchasers) shall not have the right to include any of the Company’s securities
in the Registration Statement.

     

    (c) The
Company agrees that it shall cause each Registration Statement and the related
prospectus and any amendment or supplement thereto, as of the effective date of
the Registration Statement or such amendment or supplement, (i) to comply in all
material respects with the applicable requirements of the Securities Act, and
(ii) not to contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein (in the case of the prospectus, in the light of the
circumstances under which they were made) not misleading, and the Company agrees
to furnish to the Holders copies of any supplement or amendment upon the request
of such Holder prior to its being used or promptly following its filing with the
SEC; provided,
however that the Company shall have no obligation to deliver to the
Holders copies of any amendment consisting exclusively of an Exchange Act report
or other Exchange Act filing otherwise publicly available on the Company’s
website.

     

    SECTION
6.2. Registration
Expenses.  All Registration Expenses shall be borne by the
Company.  All Selling Expenses relating to the sale of securities
registered by or on behalf of Holders shall be borne by such Holders pro rata on
the basis of the number of securities so registered.

     

    SECTION
6.3. Registration
Default.  The Company further agrees that, in the event that
(a) the Registration Statement (i) has not been filed with the SEC within sixty
(60) days after the Closing Date, (ii) has not been declared effective by the
SEC with respect to all of the Registrable Securities by the Required
Effectiveness Date or (iii) after the Registration Statement is declared
effective by the SEC, it is suspended by the Company or ceases to remain
continuously effective at all times during the Registration Period as to all
applicable Registrable Securities for

     


    
      
         


      

      
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    which
such Registration Statement is required to be effective, other than, in each
case, within the time period(s) permitted by Section 6.7(b) or during either of
the two Permitted Update Periods, or (b) the Company has failed to perform its
obligations set forth in Section 6.4 within the time periods required therein
(each such event referred to in clauses (a)(i), (ii) and (iii) and clause (b), a
“Registration Default”),
for all or part of one or more thirty-day periods (each a “Penalty Period”) during which
the Registration Default remains uncured, the Company shall pay to each
Purchaser 1% of such Purchaser’s aggregate purchase price of its Securities (in
the case of clause (ii) above, solely with respect to those Registrable
Securities that are not subject to an effective Registration Statement by the
Required Effectiveness Date) for each Penalty Period (or partial Penalty Period)
during which the Registration Default remains uncured; provided, however
that if the primary cause of a Registration Default is a Purchaser’s failure to
provide the Company with any information that is required to be provided in the
applicable Registration Statement with respect to such Purchaser as set forth
herein, then the commencement of the Penalty Period described above shall be
extended until two Business Days following the date of receipt by the Company of
such required information; and provided, further, that in no event
shall the Company be required hereunder to pay to any Purchaser pursuant to this
Agreement an aggregate amount that exceeds 10% of the aggregate Closing Purchase
Price paid by such Purchaser for such Purchaser’s Securities.  The
Company shall deliver said cash payment to the Purchaser by the fifth Business
Day after the end of each such Penalty Period.  If the Company fails
to pay said cash payment to the Purchasers in full by the fifth Business Day
after the end of such Penalty Period, the Company will pay interest thereon at a
rate of 12% per annum (or such lesser maximum amount that is permitted to be
paid by applicable law) to the Purchasers, accruing daily from the date such
liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full.  The cash payments provided by this Section 6.3
shall be in addition to, and not in lieu of, such other damages as each
Purchaser may establish in connection with each Registration
Default.

     

    SECTION
6.4. Registration Procedures. At
its expense the Company shall:

     

    (a) (i)  prepare
and file with the SEC, in accordance with this Article 6, Registration
Statements with respect to the registrations of the Registrable Securities on
any forms which may be utilized by the Company and which shall permit the
disposition of the Registrable Securities in accordance with the intended method
or methods thereof, as specified in writing by the Holders, and, except for such
times as the Company is permitted hereunder to suspend the use of the prospectus
forming part of the Registration Statements as provided in Section 6.7(b), use
its commercially reasonable efforts to keep such Registration Statements
continuously effective with respect to a Holder and to keep such Registration
Statements free of any material misstatements or omissions, until the earlier of
(A) the date all Registrable Securities have been sold pursuant to effective
Registration Statements and (B) the date that all Registrable Securities can be
sold by all Holders publicly under Rule 144 under the Securities Act without
restriction as to current public information, volume, manner of sale, or
otherwise.  The period of time during which the Company is required
hereunder to keep the Registration Statements effective, as provided in the
immediately preceding sentence, is referred to herein as the “Registration Period”; and (ii)
use its commercially reasonable efforts to prepare and file with the SEC such
amendments and post-effective amendments to the Registration Statements and file
with the SEC any other required document as may be necessary to keep such
Registration Statements continuously effective until the expiration of the
Registration Period; cause the related prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities Act; and
comply with the provisions of the Securities Act applicable to it with respect
to the disposition of all Registrable Securities covered by such Registration
Statements during the Registration Period in accordance with the
intended

     


    
      
         


      

      
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    methods
of disposition by the sellers thereof set forth in such Registration Statements
as so amended or such prospectus as so supplemented;

     

    (b) advise
the Holders within five (5) Business Days:

     

    (i) when the
Registration Statements or any amendment thereto have been filed with the SEC
and when the Registration Statements or any post-effective amendments thereto
has become effective;

     

    (ii) of any
request by the SEC for amendments or supplements to the Registration Statements
or the prospectus included therein or for additional information;

     

    (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of the
Registration Statements or the initiation of any proceedings for such
purpose;

     

    (iv) of the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Registrable Securities included therein for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and

     

    (v) of the
occurrence of any event that requires the making of any changes in the
Registration Statements or the prospectus so that, as of such date, the
statements therein are not misleading and do not omit to state a material fact
required to be stated therein or necessary to make the statements therein (in
the case of the prospectus, in the light of the circumstances under which they
were made) not misleading;

     

    (c) use its
commercially reasonable efforts to prevent the issuance of and obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;

     

    (d) if a
Holder so requests in writing, promptly furnish to each such Holder, without
charge, at least one copy of such Registration Statement(s) and any
post-effective amendment thereto, including financial statements and schedules
and, if explicitly requested, all exhibits in the form filed with the
SEC;

     

    (e) during
the Registration Period, promptly deliver to each such Holder, without charge,
as many copies of the prospectus included in such Registration Statements and
any amendments or supplements thereto as such Holder may reasonably request in
writing; and the Company consents to the use, consistent with the provisions
hereof, of the prospectus or any amendment or supplement thereto by each of the
selling Holders of Registrable Securities in connection with the offering and
sale of the Registrable Securities covered by the prospectus or any amendment or
supplement thereto;

     

    (f) during
the Registration Period, if a Holder so requests in writing, promptly deliver to
each such Holder, without charge one copy of the following documents, other than
those documents available via EDGAR:  (i) its annual report to its
shareholders, if any (which annual report shall contain financial statements
audited in accordance with GAAP in the United States of

     


    
      
         


      

      
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    America
by a firm of certified public accountants of recognized standing), (ii) if not
included in substance in its annual report to shareholders, its annual report on
Form 20-F (or similar form), (iii) its definitive proxy statement with
respect to its annual meeting of shareholders, and (iv) each of its interim
reports to its shareholders and, if not included in substance in its interim
reports to shareholders, its interim report on Form 6-K (or similar
form);

     

    (g) prior to
any public offering of Registrable Securities pursuant to either Registration
Statement, promptly take such actions as may be necessary to register or qualify
or obtain an exemption for the offer and sale under the securities or blue sky
laws of such United States jurisdictions as any such Holders reasonably request
in writing; provided that the Company shall not for any such purpose be required
to qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service of
process in any such jurisdiction, and do any and all other acts or things
reasonably necessary or advisable to enable the offer and sale in such
jurisdictions of the Registrable Securities covered by such Registration
Statement;

     

    (h) upon the
occurrence of any event contemplated by Section 6.4(b)(v) above, except for such
times as the Company is permitted hereunder to suspend the use of the prospectus
forming part of the Registration Statements, use its commercially reasonable
efforts to prepare as soon as reasonably practicable a post-effective amendment
to the Registration Statements or a supplement to the related prospectus, or
file any other required document so that, as thereafter delivered to purchasers
of the Registrable Securities included therein, the prospectus will not include
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

     

    (i) otherwise
use its commercially reasonable efforts to comply in all material respects with
all applicable rules and regulations of the SEC which could affect the sale of
the Registrable Securities;

     

    (j) use its
commercially reasonable efforts to cause all Registrable Securities to be listed
on Nasdaq;

     

    (k) use its
commercially reasonable efforts to take all other steps necessary to effect the
registration of the Registrable Securities contemplated hereby and to enable the
Holders to sell Registrable Securities under Rule 144;

     

    (l) provide
to each Purchaser and its representatives, if requested, the opportunity to
conduct a reasonable inquiry of the Company’s financial and other records during
normal business hours and make available its officers, directors and employees
for questions regarding information which such Purchaser may reasonably request
in order to conduct any due diligence obligation on its part; and

     

    (m) permit a
single counsel for the Purchasers to review the Registration Statements and all
amendments and supplements thereto, within two Business Days prior to the filing
thereof with the SEC;

     

    provided that, in the case of
clauses (l) and (m) above, the Company shall not be required (A) to delay the
filing of the Registration Statements or any amendment or supplement thereto as
a result of any ongoing diligence inquiry by or on behalf of a Holder or to
incorporate any comments to the

     


    
      
         


      

      
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    Registration
Statements or any amendment or supplement thereto by or on behalf of a Holder if
such inquiry or comments would require a delay in the filing of such
Registration Statements, amendments or supplements, as the case may be, or (B)
to provide, and shall not provide, any Purchaser or its representatives with
material, non-public information unless such Purchaser agrees to receive such
information and enters into a written confidentiality agreement with the Company
in a form reasonably acceptable to the Company.

     

    SECTION
6.5. Limitations on Restraining
Registration.  Neither the Company nor any Holder shall have
any right to take any action to restrain, enjoin or otherwise delay any
registration pursuant to Section 6.1 hereof as a result of any controversy that
may arise with respect to the interpretation or implementation of this
Agreement.

     

    SECTION
6.6. Indemnification.

     

    (a) Indemnification by the
Company.  To
the extent permitted by law, the Company shall indemnify each Holder, each of
such Holder’s officers and directors, and each Person controlling such Holder
within the meaning of Section 15 of the Securities Act, with respect to any
registration that has been effected pursuant to this Agreement, against all
claims, losses, damages and liabilities (and all Proceedings in respect
thereof), including any of the foregoing incurred in settlement of any
Proceeding, commenced or threatened (subject to Section 6.6(c) below), arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in the Registration Statements, prospectuses, any
amendments or supplements thereof, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances in
which they were made, not misleading, and will reimburse each Holder and each
Person controlling such Holder for reasonable legal and other out-of-pocket
expenses reasonably incurred in connection with investigating or defending any
such claim, loss, damage, liability or Proceeding, as such expenses are
incurred; provided that
the Company will not be liable in any such case to the extent that any untrue
statement or omission or allegation thereof is made in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
such Holder for use in preparation of such Registration Statements,
prospectuses, amendments or supplements; and provided, further, that the
Company will not be liable in any such case where the claim, loss, damage or
liability arises out of or is related to the failure of such Holder to comply
with the covenants and agreements of such Holder contained in this Agreement
respecting sales of Registrable Securities, and except that the foregoing
indemnity agreement is subject to the condition that, insofar as it relates to
any such untrue statement or alleged untrue statement or omission or alleged
omission made in the preliminary prospectuses but eliminated or remedied in the
amended prospectuses on file with the SEC at the time the Registration
Statements become effective or in the amended prospectuses filed with the SEC
pursuant to Rule 424(b) of the Securities Act or in the prospectuses subject to
completion under Rule 434 of the Securities Act, which together meet the
requirements of Section 10(a) of the Securities Act (the “Final Prospectuses”), such
indemnity shall not inure to the benefit of any such Holder or any controlling
Person of such Holder, if a copy of the Final Prospectuses furnished by the
Company to the Holder for delivery was required to be but was not furnished to
the Person or entity asserting the loss, liability, claim or damage at or prior
to the time such furnishing is required by the Securities Act and the Final
Prospectuses would have cured the defect giving rise to such loss, liability,
claim or damage.

     

    (b) Indemnification by the
Holder.  To
the extent permitted by law, each Holder will severally, and not jointly,
indemnify the Company, each of its directors and officers,

     


    
      
         


      

      
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    and each
Person who controls the Company within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (and all
Proceedings in respect thereof), including any of the foregoing incurred in
settlement of any Proceeding, commenced or threatened (subject to Section 6.6(c)
below), arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in the Registration Statements,
prospectuses, or any amendments or supplements thereof, or based on any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in the light
of the circumstances in which they were made, and will reimburse the Company,
such directors and officers, and each Person controlling the Company for
reasonable legal and any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or
Proceeding, as such expenses are incurred, in each case to the extent, but only
to the extent, that such untrue statement or omission or allegation thereof is
made in reliance upon and in conformity with written information furnished to
the Company by or on behalf of the Holder for use in preparation of the
Registration Statements, prospectuses, amendments or supplements; provided that the indemnity
shall not apply to the extent that such claim, loss, damage or liability results
from the fact that a current copy of the prospectuses was not made available to
the person or entity asserting the loss, liability, claim or damage at or prior
to the time such furnishing is required by the Securities Act and the Final
Prospectuses would have cured the defect giving rise to such loss, claim, damage
or liability.  Notwithstanding the foregoing, a Holder’s aggregate
liability pursuant to this subsection (b) and subsection (d) shall be limited to
the net amount received by the Holder from the sale of the Registrable
Securities.

     

    (c) Conduct of Indemnification
Proceedings.  Each party entitled to
indemnification under this Section 6.6 (for purposes of this Section 6.6, the
“Indemnified Party”)
shall give notice to the party required to provide indemnification (for purposes
of this Section 6.6, the “Indemnifying Party”) promptly
after such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party (at its
expense) to assume the defense of any such claim or any Proceeding resulting
therefrom, provided
that counsel for the Indemnifying Party, who shall conduct the defense of such
claim or Proceeding, shall be approved by the Indemnified Party (whose approval
shall not unreasonably be withheld), and the Indemnified Party may participate
in such defense which shall be at such Indemnified Party’s expense unless (a)
the Indemnifying Party has failed to assume the defense of such claim and employ
counsel reasonably satisfactory to such Indemnified Party or (b) in the
reasonable judgment of such Indemnified Party, based upon written advice of its
counsel, a conflict of interest exists between such Indemnified Party and the
Indemnifying Party with respect to such claims (in which case, if the
Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense of such claim
on behalf of such Indemnified Party); and provided further that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Agreement, unless
such failure is materially prejudicial to the Indemnifying Party in defending
such claim or litigation.  An Indemnifying Party shall not be liable
for any settlement of an action or claim effected without its written consent
(which consent will not be unreasonably withheld).  No Indemnifying
Party, in its defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, consent to entry of any judgment or enter
into any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party and Indemnifying
Party of a release from all liability in respect to such claim or litigation or
which admits liability or fault on the part of the Indemnified
Party.

     


    
      
         


      

      
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    (d) Contribution.  If
the indemnification provided for in this Section 6.6 is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect to
any loss, liability, claim, damage or expense referred to therein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party thereunder,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such loss, liability, claim, damage or expense in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party on the
one hand and of the Indemnified Party on the other in connection with the
statements or omissions which resulted in such loss, liability, claim, damage or
expense as well as any other relevant equitable considerations.  The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     

    (e) Survival.  The
provisions of this Section 6.6 shall remain in full force and effect, and shall
survive the sale by a Holder of Registrable Securities covered by the
Registration Statements.

     

    SECTION
6.7. Dispositions.

     

    (a) Each
Holder agrees that, upon receipt of any notice from the Company of the happening
of any event requiring the preparation of a supplement or amendment to a
prospectus relating to Registrable Securities so that, as thereafter delivered
to the Holders, such prospectus shall not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, each Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
Registration Statements and prospectuses contemplated by Section 6.1 until its
receipt of copies of the supplemented or amended prospectus from the Company
and, if so directed by the Company, each Holder shall deliver to the Company all
copies, other than permanent file copies then in such Holder’s possession, of
the prospectus covering such Registrable Securities current at the time of
receipt of such notice.

     

    (b) Each
Holder shall suspend, upon request of the Company, any disposition of
Registrable Securities pursuant to the Registration Statements and prospectuses
contemplated by Section 6.1 during no more than two periods of no more than
sixty (60) calendar days each during any twelve-month period to the extent that
the Company’s Board of Directors determines in good faith that the sale of
Registrable Securities under the Registration Statements would be reasonably
likely to cause a violation of the Securities Act or Exchange Act.

     

    (c) As a
condition to the inclusion of its Registrable Securities in the Registration
Statements, each Holder shall timely furnish to the Company such information
regarding such Holder and the distribution proposed by such Holder as the
Company may reasonably request in writing, including completing a Registration
Questionnaire in the form provided by the Company, or as shall be required in
connection with any registration referred to in this Article 6.

     

    (d) Each
Holder hereby covenants with the Company not to make any sale of the Registrable
Securities under the Registration Statements without effectively causing the
prospectus delivery requirements under the Securities Act to be
satisfied.

     


    
      
         


      

      
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    (e) Each
Holder acknowledges and agrees that the Registrable Securities sold pursuant to
the Registration Statements are not transferable on the books of the depositary
in the form of ADSs except in accordance with the Depositary
Letter.  Each Holder further acknowledges and agrees that the only
public market in the Registrable Securities in the U.S. is in the form of ADSs
and that no Registrable Securities may be deposited into the Company’s ADS
facility other than in compliance with the legend described in Section 3.7(a)
hereof.

     

    (f) Each
Holder agrees not to take any action with respect to any distribution deemed to
be made pursuant to such Registration Statements that would constitute a
violation of Regulation M under the Exchange Act or any other applicable rule,
regulation or law.

     

    (g) Following
termination of the Registration Period, the Holders shall discontinue sales of
Ordinary Shares and/or ADSs pursuant to the Registration Statements upon receipt
of notice from the Company of its intention to remove from registration the
Ordinary Shares and/or ADSs covered by such Registration Statements that remain
unsold, and such Holders shall notify the Company of the number of Ordinary
Shares and/or ADSs registered that remain unsold promptly following receipt of
such notice from the Company.

     

    SECTION
6.8. Registration
Exemptions.  With a view to making available to the Holders the
benefits of certain rules and regulations of the SEC which at any time permit
the sale of the Registrable Securities to the public without registration, so
long as any Holder still owns Registrable Securities, the Company shall use its
commercially reasonable efforts to:

     

    (a) make and
keep public information available, as those terms are understood and defined in
Rule 144, at all times;

     

    (b) file with
the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and

     

    (c) so long
as a Holder owns any Registrable Securities, furnish to such Holder, upon any
reasonable request, a written statement by the Company as to its compliance with
clauses (a) and (b) of this Section 6.8, a copy of the most recent annual report
of the Company, and such other reports and documents of the Company as such
Holder may reasonably request in availing itself of any rule or regulation of
the SEC allowing a Holder to sell any such securities without
registration.

     

    SECTION
6.9. Assignment.  The
rights to cause the Company to register Registrable Securities granted to the
Holders by the Company under Section 6.1 may be assigned by a Holder in
connection with a transfer by such Holder of all or a portion of its Registrable
Securities; provided,
that (i) such transfer must be effected in accordance with applicable securities
laws; (ii) such transferee must agree to comply with the terms and provisions of
this Agreement, and (iii) such transfer must be otherwise in compliance with
this Agreement.  Except as specifically permitted by this Section 6.9,
the rights of a Holder with respect to Registrable Securities as set out herein
shall not be transferable to any other Person.  Notwithstanding
anything herein to the contrary, following the initial filing of the
Registration Statement, the Company shall not be obligated more than once per
calendar quarter to amend the Registration Statement in order to update the
identity of Holders listed therein as selling shareholders.

     

    SECTION
6.10. Waiver/Amendment.  Except
as otherwise provided in Section 10.5, the rights of any Holder under any
provision of this Article 6 may only be waived (either

     


    
      
         


      

      
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    generally
or in a particular instance, either retroactively or prospectively and either
for a specified period of time or indefinitely) or amended by an instrument in
writing signed by such Holder.

     

    SECTION
6.11. Piggy-Back
Registrations.  If at any time prior to the end of the
Registration Period (including during periods when the Company is permitted to
suspend the use of the prospectus forming part of the Registration Statements)
there is not an effective Registration Statement covering all of the Registrable
Securities, the Company shall determine to prepare and file with the SEC a
registration statement relating to an offering for its own account or the
account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities
Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity
securities issuable in connection with stock option or other employee benefit
plans, then the Company shall send to each Holder written notice of such
determination and if, within twenty days after receipt of such notice, any such
Holder shall so request in writing, the Company shall include in such
registration statement all or any part of such Registrable Securities such
Holder requests to be registered.  Notwithstanding the foregoing, in
the event that, in connection with any underwritten public offering, the
managing underwriter(s) thereof shall impose a limitation on the number of
Ordinary Shares which may be included in the registration statement because, in
such underwriter(s)’ judgment, marketing or other factors dictate such
limitation is necessary to facilitate public distribution, then the Company
shall be obligated to include in such registration statement only such limited
portion of the Registrable Securities with respect to which such Holder has
requested inclusion hereunder as the underwriter shall permit; provided, however
that (i) except in accordance with the underwriter cutbacks described in
Schedule 2.18 of the Disclosure Schedules, the Company shall not exclude any
Registrable Securities unless the Company has first excluded all outstanding
securities which are not Registrable Securities and (ii) after giving effect to
the immediately preceding proviso, any such exclusion of Registrable Securities
shall be made pro rata among the Holders seeking to include Registrable
Securities and the holders of other securities having the contractual right to
inclusion of their securities in such registration statement by reason of demand
registration rights, in proportion to the number of Registrable Securities or
other securities, as applicable, sought to be included by each such Holder or
other holder.  If an offering in connection with which a Holder is
entitled to registration under this Section 6.11 is an underwritten offering,
then each Holder whose Registrable Securities are included in such registration
statement shall, unless otherwise agreed by the Company, offer and sell such
Registrable Securities using the same underwriter or underwriters and, subject
to the provisions of this Agreement, on the same terms and conditions as other
securities of the Company included in such underwritten offering and shall enter
into an underwriting agreement in a form and substance reasonably satisfactory
to the Company and the underwriter or underwriters.  Upon the
effectiveness of the registration statement for which piggy-back registration
has been provided in this Section 6.11, any payments that after such
effectiveness date would otherwise become payable pursuant to Section 6.3 to a
Purchaser whose Securities are included in such registration statement shall not
become payable so long as such piggy-back registration statement remains
effective.

     

    ARTICLE
7


     

    GENERAL
INDEMNIFICATION

     

    SECTION
7.1. Indemnification by the
Company.  The Company shall indemnify each Purchaser and each
of such Purchaser’s officers, directors, partners and members against all
claims, losses, damages and liabilities, including any of the foregoing incurred
as a result of or in settlement of any Proceeding, commenced or threatened
(subject to Section 7.3 below), to the extent related to or arising out of any
breach of any representation or warranty made by the Company

     


    
      
         


      

      
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    in this
Agreement or any failure to perform or breach by the Company of any covenant,
obligation, or undertaking made by the Company in this Agreement, it being understood
that such losses
and damages may, if proven, include, without limitation, any diminution in value
of the Securities to the extent related to or arising out of any such breach or
failure to perform, and will reimburse each such indemnified party for all
reasonable legal and other out-of-pocket expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such claim,
loss, damage, liability or Proceeding, as such expenses are
incurred.

     

    SECTION
7.2. Indemnification by Each
Purchaser.  Each Purchaser will severally, and not jointly,
indemnify the Company and each of its directors and officers against all claims,
losses, damages and liabilities, including any of the foregoing incurred as a
result of or in settlement of any Proceeding, commenced or threatened (subject
to Section 7.3 below), to the extent related to or arising directly or
indirectly out of any breach of any representation or warranty made by such
Purchaser in this Agreement or any failure to perform or breach by such
Purchaser of any covenant, obligation, or undertaking made by such Purchaser in
this Agreement and will reimburse such indemnified party for all reasonable
legal and other out-of-pocket expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such claim, loss,
damage, liability or Proceeding, as such expenses are incurred.

     

    SECTION
7.3. Conduct of Indemnification
Proceedings.  Each party entitled to indemnification under this
Article 7 (for purposes of this Section 7.3, the “Indemnified Party”) shall give
notice to the party required to provide indemnification (for purposes of this
Section 7.3, the “Indemnifying
Party”)  promptly after such Indemnified Party has actual
knowledge of any claim as to which indemnity may be sought, and shall permit the
Indemnifying Party (at its expense) to assume the defense of any third-party
Proceeding resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such Proceeding, shall be approved by
the Indemnified Party (whose approval shall not be unreasonably withheld or
delayed), and the Indemnified Party may participate in such defense which shall
be at such Indemnified Party’s expense unless (a) the Indemnifying Party has
failed to assume the defense of such claim and employ counsel reasonably
satisfactory to such Indemnified Party or (b) in the reasonable judgment of such
Indemnified Party, based upon written advice of its counsel, a conflict of
interest exists between such Indemnified Party and the Indemnifying Party with
respect to such claims (in which case, if the Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense of such claim on behalf of such Indemnified Party),
and provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Article 7, unless such failure is materially prejudicial to the
Indemnifying Party in defending such Proceeding.  An Indemnifying
Party shall not be liable for any settlement of a Proceeding effected without
its written consent (which consent will not be unreasonably
withheld).  No Indemnifying Party, in its defense of any such
Proceeding, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party and Indemnifying Party of a release from all liability in
respect to such claim or litigation or which admits liability or fault on the
part of the Indemnified Party.

     


    
      
         


      

      
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    ARTICLE
8


     

    DEFINITIONS

     

    “Abingworth” means Abingworth
LLP and its affiliated funds and managed accounts, including, without
limitation, Abingworth Bioventures V LP (“ABV V”), Abingworth
Bioventures V Co-Invest Growth Equity Fund LP (“AGE”), and Abingworth
Bioequities Master Fund Limited (“ABE”).

     

    “Abingworth Purchasers” means
ABV V, AGE and ABE.

     

    “ADS” and “ADSs” have the respective
meanings set forth in Section 1.1(a).

     

    “Affiliate” means, with respect
to any Person, any other Person controlling, controlled by or under direct or
indirect common control with such Person (for the purposes of this definition
“control,” when used
with respect to any specified Person, shall mean the power to direct the
management and policies of such Person, directly or indirectly, whether through
ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” shall have
meanings correlative to the foregoing).

     

    “Business Day” means a day
Monday through Friday on which banks are generally open for business in both New
York City and London, England.

     

    “Closing” has the meaning set
forth in the Recitals.

     

    “Closing Date” has the meaning
set forth in Section 1.3.

     

    “Closing Purchase Price” has
the meaning set forth in Section 1.2.

     

    “Company” means Amarin
Corporation plc, a company incorporated under the laws of England and
Wales.

     

    “Depositary Letter” means the
letter agreement between the Company and Citibank, N.A. dated as of
the  Closing Date.

     

    “Disclosure Schedules” means
the Disclosure Schedules of the Company attached hereto.

     

    “Draft Annual Report” has the
meaning set forth in Section 2.7.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

     

    “Exempt Securities” means (i)
options granted to employees, directors or consultants under the Company’s stock
option plans in amounts approved by the Company’s Board of Directors upon the
recommendation of its remuneration committee (as appropriately adjusted for
stock splits, stock dividends, and the like) and shares issued upon exercise
thereof, (ii) securities offered under a registration statement on Form F-4 (or
any applicable successor form), (iii) the conversion or exercise of convertible
or exercisable securities outstanding on the date hereof set forth on
Schedule 2.27 of the Disclosure Schedule, (iv) underwritten public
offerings by the Company, (v) the issuance of Ordinary Shares to pay milestones
which may become payable in relation to the acquisitions by the Company of
Laxdale Limited as set forth on Schedule 2.26 of the Disclosure Schedules, (vi)
the issuance of shares in connection with bank financing or similar transactions
that are primarily of a non-equity financing

     


    
      
         


      

      
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    nature
and approved by the Company’s Board of Directors, and (vii) securities issued
pursuant to acquisitions or strategic transactions approved by the Company’s
Board of Directors.

     

    “Expiration Date” has the
meaning set forth in Section 9.1(b).

     

    “Final Prospectus” has the
meaning set forth in Section 6.6(a).

     

    “Financial Statements” means
the financial statements of the Company included in the SEC Documents and the
Draft Annual Report.

     

    “Filing Date” has the meaning
set forth in Section 6.1(a).

     

    “Governmental Authority” means
any governmental body or regulatory authority of the United States or any other
country or any political subdivision of any thereof.

     

    “Holders” means any Person
holding Registrable Securities or any Person to whom the rights under Article 6
have been transferred in accordance with Section 6.9 hereof.

     

    “Indebtedness” means, as
applied to any Person, all indebtedness of such Person for borrowed money,
whether current or funded, or secured or unsecured, excluding current trade
payables incurred in the ordinary course of business consistent with past
practice, but including, (i) all obligations of that Person evidenced by bonds,
debentures, notes, or other similar instruments or debt securities, (ii) all
indebtedness of that Person secured by a purchase money mortgage or other Lien
to secure all or part of the purchase price of the property subject to such
Lien, (iii) all obligations under leases that shall have been or must be
recorded as capital leases in respect of which such Person is liable as lessee,
(iv) any liability of that Person in respect of banker’s acceptances or letters
of credit, and (v) all indebtedness referred to above which is directly or
indirectly guaranteed by that Person or which that Person has agreed
(contingently or otherwise) to purchase or otherwise acquire or in respect of
which it has otherwise assured a creditor against loss.

     

    “Indemnified Party” has the
meaning set forth in Section 6.6(c) or Section 7.3 (as the context
requires).

     

    “Indemnifying Party” has the
meaning set forth in Section 6.6(c) or Section 7.3 (as the context
requires).

     

    “Intellectual Property Rights”
has the meaning set forth in Section 2.9.

     

    “Investment Company Act” has
the meaning set forth in Section 2.11.

     

    “Lead Investor” has the
meaning set forth in Section 5.9(p)(i).

     

    “Liens” means a lien, charge,
security interest, encumbrance, right of first refusal, preemptive right, claim,
defect or imperfection of title or similar restriction.

     

    “Management Rights Agreement”
has the meaning set forth in Section 5.2(p).

     

    “Majority of the Purchasers”
means a vote of at least two-thirds of the Purchasers based on (i) prior to the
Closing, the Pro Rata Percentages of the Purchasers and (ii) after the Closing,
the number of Ordinary Shares owned by the Purchasers at the relevant
time.

     


    
      
         


      

      
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    “Material Adverse Effect” has
the meaning set forth in Section 2.1.

     

    “Material Contracts” has the
meaning set forth in Section 4.1(b).

     

    “Material Permits” has the
meaning set forth in Section 2.5(c).

     

    “Memorandum and Articles of
Association” has the meaning set forth in Section 2.3.

     

    “Nasdaq” means The Nasdaq
Capital Market.

     

    “Net Proceeds” has the meaning
set forth in Section 4.13(b).

     

    “Ordinary Shares” has the
meaning set forth in the Recitals, provided, however, that unless the context
otherwise requires, when the term Ordinary Shares is used in this Agreement it
shall mean Ordinary Shares in the form of ADSs.

     

    “Permitted Update Periods"
means two periods between the Closing Date and January 5, 2011, each not to
exceed twenty (20) Business Days from receipt of the applicable notice by the
Company, during which the disposition of Registrable Securities by the Holders
is suspended pursuant to Section 6.7(a) hereof.

     

    “Per Unit Purchase Price” has
the meaning set forth in Section 1.1(b).

     

    “Person” means any person,
individual, corporation, limited liability company, partnership, trust or other
nongovernmental entity or any governmental agency, court, authority or other
body (whether foreign, federal, state, local or otherwise).

     

    “Placement Agent” means,
collectively, Cowen and Company and Niki Dilger.

     

    “Proceeding” means any action,
claim, suit, inquiry, notice of violation, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

     

    “Pro Rata Percentage” means in
respect to each Purchaser the percentage set forth next to its name on Exhibit
A hereto.

     

    “Purchasers” mean the
Purchasers whose names are set forth on the signature pages of this Agreement
and are listed on Exhibit
A hereto, and their permitted transferees.

     

    Unless
the context requires otherwise, the terms “register,” “registered” and “registration” refer to the
registration of securities of the Company effected by preparing and filing a
registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration
statement.

     

    “Registrable Securities” means
the Shares and any Warrant Shares issued upon the exercise of Warrants; provided, however
that securities shall only be treated as Registrable Securities if and only for
so long as they (A) have not been disposed of pursuant to a registration
statement declared effective by the SEC, (B) have not been sold in a transaction
exempt from the registration and prospectus delivery requirements of the
Securities Act so that all transfer restrictions and restrictive

     


    
      
         


      

      
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    legends
with respect thereto are removed upon the consummation of such sale or (C) are
held by a Holder or a permitted transferee pursuant to Section 6.9.

     

    “Registration Expenses” means
all expenses incurred by the Company in complying with Section 6.1 hereof,
including, without limitation, all registration, qualification and filing fees,
printing expenses, escrow fees, fees and expenses of counsel for the Company,
blue sky fees and expenses and the expense of any special audits incident to or
required by any such registration (but excluding the fees of legal counsel for
any Holder).

     

    “Registration Period” has the
meaning set forth in Section 6.4(a).

     

    “Registration Statement” has
the meaning set forth in Section 6.1(a).

     

    “Required Approvals” has the
meaning set forth in Section 2.5(b).

     

    “Rule 144” means Rule 144
promulgated under the Securities Act.

     

    “SEC” means the United States
Securities and Exchange Commission.

     

    “SEC Documents” has the meaning
set forth in Section 2.6.

     

    “Securities” has the meaning
set forth in Section 1.1(a).

     

    “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

     

    “Selling Expenses” means all
selling commissions applicable to the sale of Registrable Securities and all
fees and expenses of legal counsel for any Holder other than as set forth in the
definition of “Registration Expenses.”

     

    “Shares” has the meaning set
forth in Section 1.1(a).

     

    “Shortfall Notice” has the
meaning set forth in Section 4.11(b).

     

    “Subsidiary” of any Person
shall mean any corporation, partnership, limited liability company, joint
venture or other legal entity of which such Person (either alone or through or
together with any other subsidiary) owns, directly or indirectly, more than 50%
of the stock or other equity interests the holders of which are generally
entitled to vote for the election of the board of directors or other governing
body of such corporation or other legal entity.

     

    ARTICLE
9

     

    TERMINATION

     

    SECTION
9.1. Termination.  This
Agreement may be terminated:

     

    (a) by the
mutual written consent of the Company and a Majority of the
Purchasers;

     

    (b) by the
Company or a Majority of the Purchasers as to all Purchasers, or by any
Purchaser severally as to itself, if the  Closing has not been
consummated by October 30, 2009

     


    
      
         


      

      
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    (the
“Expiration Date”);
provided,
however that the right to terminate this Agreement pursuant to this
Section 9.1(b) shall not be available to any party(ies) who is in material
breach of this Agreement, or whose failure to fulfill any of its obligations
under this Agreement results in such failure to close;

     

    (c) by either
the Company or a Majority of the Purchasers, if any applicable law makes
consummation of the transactions contemplated hereby illegal, or if any
judgment, injunction, order, or decree enjoining any party hereto from
consummating the transactions contemplated hereby is entered and that judgment,
injunction, order, or decree becomes final and nonappealable; provided, however
that the party or parties seeking to terminate this Agreement pursuant to this
subsection 9.1(c) shall have used all reasonable efforts to remove such
judgment, injunction, order or decree;

     

    (d) by the
Company as to a particular Purchaser, if the Company is not in material breach
of this Agreement, in the event of a material breach by such Purchaser of any
representation, warranty, or agreement contained herein;

     

    (e) by a
Majority of the Purchasers, if a Majority of the  Purchasers are not
in material breach of this Agreement, in the event of a material breach by the
Company of any representation, warranty, or agreement contained herein;
or

     

    (f) by the
Company pursuant to Section 4.14(c).

     

    SECTION
9.2. Effect of
Termination.  If this Agreement is validly terminated pursuant
to Section 9.1, it shall become null and void immediately and there shall be no
liability or obligation to any Person in respect of the Agreement or of the
transactions contemplated hereby on the part of any party, or a party’s
directors, officers, employees, agents, representatives, advisers, stockholders,
members, partners, or Affiliates, except that the provisions of this Section
9.2, Article 7 and Article 10 shall remain in full force and effect and shall
survive any termination of this Agreement and except that each party shall
remain liable for any breach of this Agreement prior to its
termination.

     

    ARTICLE
10

     

    GOVERNING
LAW; MISCELLANEOUS

     

    SECTION
10.1. Governing Law; Jurisdiction; Waiver
of Jury Trial.

     

    (a) This
Agreement will be governed by and interpreted in accordance with the laws of the
State of New York without regard to the principles of conflicts of laws that
would yield a contrary result.

     

    (b) Each
party agrees that all legal Proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement
(whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state or federal courts sitting in the City of New York.  Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of New York, borough of Manhattan for the
adjudication of any dispute hereunder or in connection herewith or therewith or
with any transaction contemplated hereby or thereby, and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that

     


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    it is not
personally subject to the jurisdiction of any such court, or that such
Proceeding is improper or is an inconvenient venue for such
Proceeding.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such Proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for notices to it
under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof.  Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law.

     

    (c) In any
Proceeding in any jurisdiction brought by any party against any other party
under this Agreement, the parties each knowingly and intentionally, to the
greatest extent permitted by applicable law, hereby waive all rights to trial by
jury.

     

    (d) If any
Proceeding is instituted to enforce any provision in this Agreement, the
prevailing party in such dispute shall, to the extent permitted by New York law,
be entitled to recover from the losing party all fees, costs and expenses of
enforcing any right of such prevailing party under or with respect to this
Agreement, including, without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

     

    SECTION
10.2. Counterparts;
Signatures.  This Agreement may be executed in two or more
counterparts, all of which are considered one and the same agreement and will
become effective when counterparts have been signed by each party and delivered
to the other parties.  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

     

    SECTION
10.3. Headings.  The
headings of this Agreement are for convenience of reference only, are not part
of this Agreement and do not affect its interpretation.

     

    SECTION
10.4. Severability.  If
any provision of this Agreement is invalid or unenforceable under any applicable
statute or rule of law, then such provision will be deemed modified in order to
conform with such statute or rule of law.  Any provision hereof that
may prove invalid or unenforceable under any law will not affect the validity or
enforceability of any other provision hereof.

     

    SECTION
10.5. Entire Agreement;
Amendments.  This Agreement (including all schedules and
exhibits hereto) constitutes the entire agreement among the parties hereto with
respect to the subject matter hereof.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein.  This Agreement supersedes all prior agreements and
understandings among the parties hereto with respect to the subject matter
hereof.  No provision of this Agreement may be amended or waived other
than by an instrument in writing signed by the Company and a Majority of the
Purchasers, provided, however, that (i)
Section 4.11 may not be amended or terminated without Abingworth’s written
consent, (ii) no amendment, waiver or termination may be made to the provisions
of Article 6 unless approved in a written instrument signed by Holders of at
least two-thirds of the then outstanding Registrable Securities, provided
further, that any such amendment, waiver or termination to the provisions of
Article 6 which disproportionately affects the rights of a Holder or adversely
affects such Holder’s indemnification rights or liabilities, shall require the
prior written consent of any such Holder, (iii)  no amendment, waiver
or termination

     


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    of the
right of a Purchaser to terminate this Agreement as to itself pursuant to
Section 9.1(b) shall be enforceable against a Purchaser unless approved in a
written instrument signed by such Purchaser, and (iv) no amendment, waiver or
termination of the provisions of the proviso to clause (ii) above, clause (iii)
above or this clause (iv) shall be enforceable against a Purchaser unless
approved in a written instrument signed by such Purchaser.  Any
amendment effected in accordance with this Section 10.5 shall be binding upon
the Company and the Purchasers or, in the case of Article 6, the
Holders,

     

    SECTION
10.6. Notices.  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, and if not, then on the next business day, (c) five days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (d) one Business Day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt.  The addresses for such
communications are:

     

    If to the
Company:

    

      
        	
                Amarin
      Corporation plc

                7
      Curzon Street

                London
      W1J 5HG

                England

                Facsimile:  44-20-7499-9004

                Attn:  Chief
      Financial Officer

                cc:  General
      Counsel

              


      

With a
copy (which shall not constitute notice) to:

     

    

      
        	
                Cahill
      Gordon & Reindel LLP

                80
      Pine Street

                New
      York, New York  10005-1702

                Facsimile:  212-378-2198

                Attn:  William
      M. Hartnett, Esq.

              


      

       

    

    If to a
Purchaser:  To the address set forth immediately below such
Purchaser’s name on the signature pages hereto.  Each party will
provide ten (10) days’ advance written notice to the other parties of any change
in its address.

     

    SECTION
10.7. Successors and
Assigns.  This Agreement is binding upon and inures to the
benefit of the parties and their successors and assigns.  The Company
or its successors will not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Purchasers, and no Purchaser
may assign this Agreement or any rights or obligations hereunder without the
prior written consent of the Company, except that, as permitted in accordance
with Section 3.7 and Section 6.9 hereof and subject to applicable securities
laws, the Purchasers shall be entitled to assign and transfer, without any other
Person’s or the Company’s consent and without restriction, (i) all or any
portion of the Securities or the Warrant Shares to any Person and (ii) all or
any portion of the Securities or the Warrant Shares and its rights or
obligations hereunder to its Affiliates.

     

    SECTION
10.8. Third Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto, their respective permitted successors and assigns, and is
not for the

     


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    benefit
of, nor may any provision hereof be enforced by, any other Person, except as
otherwise provided in Sections 6.6, 7.1 and 7.2.

     

    SECTION
10.9. Further
Assurances.  Each party will do and perform, or cause to be
done and performed, all such further acts and things, and will execute and
deliver all other agreements, certificates, instruments and documents, as may be
necessary in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.

     

    SECTION
10.10. No Strict
Construction.  The language used in this Agreement is deemed to
be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

     

    SECTION
10.11. Equitable
Relief.  The Company recognizes that, if it fails to perform or
discharge any of its obligations under this Agreement, any remedy at law may
prove to be inadequate relief to the Purchasers.  The Company
therefore agrees that the Purchasers are entitled to seek temporary and
permanent injunctive relief in any such case.  Each Purchaser also
recognizes that, if it fails to perform or discharge any of its obligations
under this Agreement, any remedy at law may prove to be inadequate relief to the
Company.  Each Purchaser therefore agrees that the Company is entitled
to seek temporary and permanent injunctive relief in any such case.

     

    SECTION
10.12. Survival of Representations and
Warranties.  All representations and warranties made by the
Company and the Purchasers herein shall survive the Closing.

     

    SECTION
10.13. Independent Nature of Purchasers’
Obligations and Rights.  The obligations of each Purchaser
under this Agreement are several and not joint with the obligations of any other
Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under this Agreement. The decision of
each Purchaser to purchase Securities pursuant to this Agreement has been made
by such Purchaser independently of any other Purchaser. Nothing contained herein
and no action taken by any Purchaser pursuant thereto shall be deemed to
constitute the Purchasers as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in any
way acting in concert or as a group, or are deemed affiliates (as such term is
defined under the Exchange Act) with respect to such obligations or the
transactions contemplated by this Agreement.  Each Purchaser shall be
entitled to independently protect and enforce its rights, including without
limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Purchaser to be joined as an additional party in any
proceeding for such purpose.  The Company acknowledges that each of
the Purchasers has been provided with the same agreement for purposes of closing
a transaction with multiple purchasers and not because it was required or
requested to do so by any Purchaser.

     

    


    


    [SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    


    


    EXHIBIT
A

     

    SCHEDULE OF
PURCHASERS

     

    
      	
              
                 

                Purchaser

              

            	
              
                 

                Per
      Unit Purchase Price

              

            	
              
                 

                Closing
      Purchase Price

              

            	
              
                 

                Shares

              

            	
              
                Warrants

              

            	
              
                Pro
      Rata Percentage

              

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Caduceus
      Private Investments III, LP

               

            	
              $1.00

            	
              $6,933,962

            	
              6,933,962

            	
              3,466,981

            	
              9.85%

            
	
              OrbiMed
      Associates III, LP

               

            	
              $1.00

            	
              $66,038

            	
              66,038

            	
              33,019

            	
              0.09%

            
	
              Sofinnova
      Venture Partners VII, L.P.

               

            	
              $1.00

            	
              $7,000,000

            	
              7,000,000

            	
              3,500,000

            	
              9.94%

            
	
              Longitude
      Venture Partners, L.P.

               

            	
              $1.00

            	
              $3,431,226

            	
              3,431,226

            	
              1,715,613

            	
              4.87%

            
	
              Longitude
      Capital Associates, L.P.

               

            	
              $1.00

            	
              $68,774

            	
              68,774

            	
              34,387

            	
              0.10%

            
	
              Fountain
      Healthcare Partners Fund 1, L.P.

               

            	
              $1.00

            	
              $5,000,000

            	
              5,000,000

            	
              2,500,000

            	
              7.10%

            
	
              Stichting
      Depositary APG Developed Markets Equity Pool

               

            	
              $1.00

            	
              $7,250,000

            	
              7,250,000

            	
              3,625,000

            	
              10.30%

            
	
              Abingworth
      Bioventures V L.P.

               

            	
              $1.00

            	
              $7,500,000

            	
              7,500,000

            	
              3,750,000

            	
              10.65%

            
	
              Abingworth
      Bioventures V Co-Invest Growth Equity Fund LP

               

            	
              $1.00

            	
              $7,500,000

            	
              7,500,000

            	
              3,750,000

            	
              10.65%

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Abingworth
      Bioequities Master Fund Limited

               

            	
              $1.00

            	
              $2,000,000

            	
              2,000,000

            	
              1,000,000

            	
              2.84%

            
	
              Biomedical
      Offshore Value Fund, Ltd.

               

            	
              $1.00

            	
              $2,414,000

            	
              2,414,000

            	
              1,207,000

            	
              3.43%

            
	
              Biomedical
      Value Fund, L.P.

               

            	
              $1.00

            	
              $4,686,000

            	
              4,686,000

            	
              2,343,000

            	
              6.66%

            
	
              Visium
      Balanced Master Fund, Ltd.

               

            	
              $1.00

            	
              $2,400,000

            	
              2,400,000

            	
              1,200,000

            	
              3.41%

            
	
              Opus
      Point Healthcare Innovations Fund, L.P.

               

            	
              $1.00

            	
              $225,000

            	
              225,000

            	
              112,500

            	
              0.32%

            
	
              Opus
      Point Healthcare Value Fund, L.P.

               

            	
              $1.00

            	
              $225,000

            	
              225,000

            	
              112,500

            	
              0.32%

            
	
              Opus
      Point Healthcare (Low Net) Fund, L.P.

               

            	
              $1.00

            	
              $100,000

            	
              100,000

            	
              50,000

            	
              0.14%

            
	
              Opus
      Point Capital Preservation Fund, L.P.

               

            	
              $1.00

            	
              $200,000

            	
              200,000

            	
              100,000

            	
              0.28%

            
	
              Capital
      Ventures International

               

            	
              $1.00

            	
              $900,000

            	
              900,000

            	
              450,000

            	
              1.28%

            
	
              Cummings
      Bay Capital

               

            	
              $1.00

            	
              $170,000

            	
              170,000

            	
              85,000

            	
              0.24%

            
	
              Geneve
      Corp.

               

            	
              $1.00

            	
              $80,000

            	
              80,000

            	
              40,000

            	
              0.11%

            
	
              BioHedge
      Holdings Limited

               

            	
              $1.00

            	
              $94,676

            	
              94,676

            	
              47,338

            	
              0.13%

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Rosalind
      Capital Partners, L.P.

               

            	
              $1.00

            	
              $155,324

            	
              155,324

            	
              77,662

            	
              0.22%

            
	
              Boxer
      Capital LLC

               

            	
              $1.00

            	
              $3,250,000

            	
              3,250,000

            	
              1,625,000

            	
              4.62%

            
	
              RCG
      PB Ltd.

               

            	
              $1.00

            	
              $337,500

            	
              337,500

            	
              168,750

            	
              0.48%

            
	
              Ramius
      Enterprise Master Fund Ltd.

               

            	
              $1.00

            	
              $112,500

            	
              112,500

            	
              56,250

            	
              0.16%

            
	
              RA
      Capital Healthcare Fund, L.P.

               

            	
              $1.00

            	
              $3,374,020

            	
              3,374,020

            	
              1,687,010

            	
              4.79%

            
	
              Blackwell
      Partners, LLC

               

            	
              $1.00

            	
              $425,980

            	
              425,980

            	
              212,990

            	
              0.61%

            
	
              Sunninghill
      Limited

               

            	
              $0.90

            	
              $2,000,000

            	
              2,222,222

            	
              1,111,111

            	
              3.16%

            
	
              Midsummer
      Ventures, LP

               

            	
              $0.90

            	
              $500,000

            	
              555,555

            	
              277,777

            	
              0.79%

            
	
              Midsummer
      Investment, Limited

               

            	
              $0.90

            	
              $250,000

            	
              277,777

            	
              138,888

            	
              0.39%

            
	
              David
      Brabazon

               

            	
              $0.90

            	
              $175,000

            	
              194,444

            	
              97,222

            	
              0.28%

            
	
              David
      Brabazon

               

            	
              $1.00

            	
              $180,000

            	
              180,000

            	
              90,000

            	
              0.26%

            
	
              David
      Hurley

               

            	
              $0.90

            	
              $175,000

            	
              194,444

            	
              97,222

            	
              0.28%

            
	
              David
      Hurley

               

            	
              $1.00

            	
              $90,000

            	
              90,000

            	
              45,000

            	
              0.13%

            
	
              Thomas
      G. Lynch

               

            	
              $0.90

            	
              $250,000

            	
              277,777

            	
              138,888

            	
              0.39%

            
	
              Dr.
      Simon Kukes

               

            	
              $0.90

            	
              $250,000

            	
              277,777

            	
              138,888

            	
              0.39%

            
	
              Eunan
      Maguire

               

            	
              $1.00

            	
              $180,000

            	
              180,000

            	
              90,000

            	
              0.26%

            
	
              Anthony
      Russell Roberts

               

            	
              $1.00

            	
              $50,000

            	
              50,000

            	
              25,000

            	
              0.07%

            
	
               

              Total:

            	 
      	
               

              $70,000,000

            	
               

              70,399,996

            	
               

              35,199,996

            	
               

              100.00%

            


    

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

     

    FORM
OF

     

    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
      [  ],
      2009

              


      

Void After October
[  ], 2014

     

    THIS
CERTIFIES THAT, for value received, __________________________, with its
principal office at __________________________, 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 __________
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
pursuant to the terms of the Securities Purchase Agreement, dated as of
October [  ], 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 [  ], 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.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    19. LIMITATION OF EXERCISE.1  Notwithstanding
anything to the contrary contained herein, the number of Warrant Shares that may
be acquired by the Holder upon any exercise of this Warrant (or otherwise in
respect hereof) shall be limited to the extent necessary to insure that,
following such exercise (or other issuance), the total number of Ordinary Shares
then beneficially owned by the Holder and its Affiliates and any other persons
whose beneficial ownership of Ordinary Shares would be aggregated with the
Holder's for purposes of Section 13(d) of the Exchange Act, does not exceed
4.99%2 (the "Maximum Percentage") of the
total number of issued and outstanding Ordinary Shares (including for such
purpose the Warrant Shares issuable upon such exercise).  For purposes
of this Warrant, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder.  By written notice to the Company, the Holder may waive
the provisions of this Section or increase or decrease the Maximum Percentage to
any other percentage specified in such notice, but (i) any such waiver or
increase will not be effective until the sixty-first (61st) day after such
notice is delivered to the Company and (ii) any such waiver or increase or
decrease will apply only to the Holder and not to any other holder of
Warrants.  Each delivery of an Exercise Notice hereunder will
constitute a representation by the Holder that it has evaluated the limitation
set forth in this Section and determined that issuance of the full number of
Warrant Shares requested in such Exercise Notice is permitted under this
Section.  Upon the written request of the Holder, the Company shall
within three (3) Business Days confirm orally and in writing to the Holder the
number of Ordinary Shares then outstanding.  In any case, the number
of outstanding Ordinary Shares shall be determined after giving effect to the
conversion or exercise of securities of the Company, including this Warrant, by
the Holder or its Affiliates since the date as of which such number of
outstanding Ordinary Shares was reported.

     

    [Signature
Page Follows]

     

    


    
 

     

      1           This
provision is only for Purchasers beneficially owning less than 5% of the
Company’s Ordinary Shares on the Closing Date.

       

    

     

      2           Any
Holder may require the inclusion of this provision with a 9.99% Maximum
Percentage.

       

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    Form of
Opinion of Cahill Gordon & Reindel llp

     

     

    October
[  ], 2009

     

    To the
Parties Listed on Schedule A hereto

     

    
      	
              Re:

            	
              Amarin Corporation
  plc

            


    

     

    Ladies
and Gentlemen:

     

    This
opinion is being furnished to you pursuant to Section 5.2(e) of the Securities
Purchase Agreement, dated October __, 2009 (the “Purchase Agreement”),
between Amarin Corporation plc, a public limited company organized under the
laws of England and Wales (the “Company”), and the
various persons listed on Exhibit A thereto (each, a
“Purchaser” and
collectively, the “Purchasers”),
relating to the issuance and sale to the Purchasers by the Company of ordinary
shares of ₤0.50 each in the capital of the Company (“Ordinary Shares”) and
warrants to purchase Ordinary Shares (the “Warrants” and
together with the Ordinary Shares, the “Securities”).  Capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed thereto in the Purchase Agreement.

     

    In
rendering the opinions set forth herein, we have examined originals, photocopies
or conformed copies certified to our satisfaction of all such company or
corporate records, agreements, instruments and documents of the Company and its
subsidiaries, certificates of public officials and other certificates and
opinions, and have made such other investigations, as we have deemed necessary
in connection with the opinions set forth herein.  In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photocopies or
conformed copies and the authenticity of originals of such
documents.  We have relied, to the extent we deem such reliance
proper, on certificates of officers of the Company and its subsidiaries as to
factual matters.

     

    Based
upon the foregoing, it is our opinion that:

     

    1.           no
filing with, or authorization, approval, consent, order, registration,
qualification or decree of, any United States federal or New York state court or
governmental authority or agency is required in connection with the execution,
delivery or performance by the Company of the Purchase Agreement or the
offering, issuance or sale of the Securities except (a) such as have already
been obtained and are in full force and effect, (b) any filings under U.S.
federal or state securities or Blue Sky laws in connection with the sale of the
Securities and (c) for such filings, authorizations, approvals, consents,
orders, registrations, qualifications or decrees the failure so to obtain would
not, individually or in the aggregate, have a Material Adverse Effect and would
not

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    materially
and adversely affect the consummation of the transactions contemplated by the
Purchase Agreement;

     

    2.           the
execution, delivery and performance of the Purchase Agreement by the Company,
the issuance and sale of the Securities by the Company and the consummation by
the Company of the transactions contemplated by the Purchase Agreement do not
and will not result in any violation of any United States federal or New York
State statute or any rule or regulation issued pursuant to any United States
federal or New York State court of governmental agency or body (other than U.S.
federal and state securities or Blue Sky laws and regulations relating to
FINRA), except for violations that would not, individually or in the aggregate,
have a Material Adverse Effect;

     

    3.           assuming (i) the accuracy of the
representations and warranties of the Company contained in the Purchase
Agreement, (ii) the accuracy of the representations and warranties of each
Purchaser in the Purchase Agreement and (iii) the Company has not engaged in any
activity with respect to the Securities that would constitute a public offering
within the meaning of Section 4(2) of the Securities Act, it is not
necessary in connection with the issuance and sale of the Securities to the
Purchasers under the circumstances contemplated by the Purchase Agreement to
register the sale of the Securities to the Purchasers under the Securities Act,
it being understood that no opinion is being expressed as to any subsequent
resale of the Securities; and

     

    4.           the
Purchase Agreement constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency or similar laws affecting creditors’ rights
generally and general principles of equity and except that (a) rights to
indemnification may be limited under applicable law or public policy and (b) the
enforceability of provisions imposing liquidated damages or penalties upon the
occurrence of certain events may be limited in certain
circumstances.

     

    We are
members of the Bar of the State of New York and do not purport to be experts in,
or to express any opinion concerning, the laws of any jurisdictions other than
the laws of the State of New York and the federal laws of the United States of
America.

     

    This
opinion is solely for your benefit as Purchasers of the Securities and neither
this opinion nor any part hereof may be delivered to or used or relied upon by
any person other than you without our prior written consent.

     

     

    Very
truly yours,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    List of
Recipients

    


    
      	
              ·  

            	
              Caduceus
      Private Investments III, LP

            


    

     

    
      	
              ·  

            	
              OrbiMed
      Associates III, LP

            


    

     

    
      	
              ·  

            	
              Sofinnova
      Venture Partners VII, L.P.

            


    

    


    
      	
              ·  

            	
              Longitude
      Venture Partners, L.P.

            


    

    


    
      	
              ·  

            	
              Fountain
      Healthcare Partners Fund 1, L.P.

            


    

     

    
      	
              ·  

            	
              [include
      other Purchasers]