ex4_90.htm


     

    Exhibit 4.90

      


       

      Execution
Copy

       

       

      


       

       

      


       

       

      


       

      
        	
                ELAN
      PHARMA INTERNATIONAL LIMITED

                AND

                AMARIN
      PHARMACEUTICALS IRELAND LIMITED 

              
	 
      
	
                 

                TERMINATION
      AND ASSIGNMENT AGREEMENT

                 

              


      

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      


       

       

      Certain
portions of this Exhibit have been omitted pursuant to a request for
“Confidential Treatment” under Rule 24b-2 of the Securities and Exchange
Commission.  Such portions have been redacted and bracketed in the
request and appear as [*] in the text of this Exhibit.  The omitted
confidential information has been filed with the Securities and Exchange
Commission.

       

      


      


       

      INDEX

       

       

      

        


        


        
          	
                  1.

                	
                  Definitions
      and Interpretation

                	
                  1

                
	
                  2.

                	
                  Termination
      of Agreement

                	
                  3

                
	
                  3.

                	
                  Assignment
      and Transfer

                	
                  3

                
	
                  4.

                	
                  Consideration

                	
                  4

                
	
                  5.

                	
                  Effecting
      Transfer

                	
                  4

                
	
                  6.

                	
                  Material
      Agreements

                	
                  5

                
	
                  7.

                	
                  No
      Assumption of Obligations

                	
                  5

                
	
                  8.

                	
                  Representations,
      Warranties and Indemnification

                	
                  6

                
	
                  9.

                	
                  Miscellaneous
      Provisions

                	
                  8

                
	
                  Schedule
      1

                	
                  Material
      Agreements

                	
                  12

                
	
                  Schedule
      2

                	
                  Project
      Materials

                	
                  13

                


        

        





        
          
             


          

          
            i 


            
              

            

          

          
             


          

        



      


       

      THIS TERMINATION AND ASSIGNMENT
AGREEMENT is dated 21 July 2009

       

       

      PARTIES:

       

       

      
        	
                (1)

              	
                ELAN
      PHARMA INTERNATIONAL LIMITED, a
      limited liability company incorporated under the laws of Ireland, whose
      registered office is at Monksland, Athlone, Co. Westmeath, Ireland (“Elan”);
    and

              


      

       

       

      
        	
                (2)

              	
                AMARIN
      PHARMACEUTICALS IRELAND LIMITED , a
      limited liability company incorporated under the laws of Ireland, whose
      registered office is at First Floor, Block 3, The Oval, Shelbourne Road,
      Ballsbridge, Dublin 4, Ireland (“Amarin”)

              


      

       

       

      BACKGROUND:

       

       

      
        	
                (A)  

              	
                Elan
      and Amarin entered into a Development and License Agreement (dated 6 March
      2007) relating to the joint development and commercialization of a
      pharmaceutical product containing the active drug substance known as
      lorazepam which incorporates Elan Intellectual Property, as defined
      therein (the “Development
      and License Agreement”).

              


      

       

       

      
        	
                (B)  

              	
                Elan
      and Amarin now wish to terminate the Development and License Agreement and
      to transfer any other assets and/or rights which Amarin currently
      maintains and Elan wishes to acquire in reference to the development and
      commercialization of Product, Product Intermediate or Device (as said
      terms are defined in the Development and License Agreement) with effect
      from the Termination Date in accordance with the terms and conditions set
      out below.

              


      

       

       

      TERMS:

       

       

      The
parties agree as follows:

       

       

      
        	
                1.  

              	
                DEFINITIONS AND
      INTERPRETATION

              


      

       

       

      
        	
                1.1.  

              	
                Definitions.

              


      

       

       

      
        	
                1.1.1  

              	
                Except
      where expressly provided to the contrary in this Termination and
      Assignment Agreement, all capitalised terms used in this Termination and
      Assignment Agreement shall have the same meanings as are assigned thereto
      in the Development and License
Agreement.

              


      

       

       

      
        	
                1.1.2  

              	
                “Amarin Intellectual Property
      Rights” means (a) Amarin Intellectual Property, comprising for the
      avoidance of doubt Amarin Improvements (which in turn includes Amarin’s
      interest in the Joint Compound Improvements), Amarin Know-How and Amarin
      Patents; and (b) all of Amarin’s rights (if any) in and to the Project
      Materials.

              


      

       

       

      
        	
                1.1.3  

              	
                “Encumbrance” means any
      mortgage, charge, pledge, lien, option, restriction, right of first
      refusal, right of pre-emption, third party right or interest, any other
      encumbrance or security interest of any kind and any other type of
      preferential arrangement (including title, transfer and retention
      arrangements) having similar
effect.

              


      

       


      
        
           


        

        
          Page
1

          
            

          

        

        
           


        

      


       

      


       

       

      
        	
                1.1.4  

              	
                “Material Agreements”
      shall mean any agreements which currently exist between Amarin and a third
      party relating to the development or commercialization of Product
      Intermediate, Product or Device, including those set forth in Schedule
      1.

              


      

       

       

      
        	
                1.1.5  

              	
                “Neurostat Agreement”
      means the Agreement dated January 18, 2007 for the termination and release
      of certain confidentiality obligations between Neurostat Pharmaceuticals
      Inc., Amarin Pharmaceuticals Ireland Limited, Amarin Corporation plc and
      Tim Lynch

              


      

       

       

      
        	
                1.1.6  

              	
                “Neurostat Know How”
      means the Licensed Know How (if any), as such term is defined in the
      Neurostat Agreement

              


      

       

       

      
        	
                1.1.7  

              	
                “Project Materials” shall
      mean all materials owned, held and/or controlled by Amarin, whether in
      electronic or hard copy form, in reference to Product Intermediate,
      Product or Device, including:

              


      

       

       

      
        	
                ·  

              	
                Amarin
      Compound Data (as such term is defined in the Development and License
      Agreement)

              


      

       

       

      
        	
                ·  

              	
                pharmacology,
      pharmacokinetics and toxicology information relating to the Compound,
      Product Intermediate, Product or Device not already covered by Amarin
      Compound Data;

              


      

       

       

      
        	
                ·  

              	
                draft
      or final study protocols which describe the details of approach and
      experimental design of Product Intermediate, Product or Device not already
      included in Amarin Compound Data;

              


      

       

       

      
        	
                ·  

              	
                draft
      or final study reports which present data, charts and figures generated
      from any preclinical studies relating to Product Intermediate, Product or
      Device not already included in Amarin Compound
  Data;

              


      

       

       

      
        	
                ·  

              	
                any
      correspondence or notes relating to any communication with any patent
      offices, Regulatory Authorities, consultants or other third parties with
      respect to any filings, development, commercialization or other plans
      associated with the development and/or commercialization of Product
      Intermediate, Product or Device.

              


      

       

       

        This
term shall include materials are set out in Schedule 2.

       

       

      
        	
                1.1.8  

              	
                “Termination and Assignment
      Agreement” means this termination and assignment agreement,
      including its recitals.

              


      

       

       

      
        	
                1.1.9  

              	
                “Termination Date” shall
      mean the date of the last party to sign this Termination
      Agreement.

              


      

       

       

      
        	
                1.1.10  

              	
                “Workplans” shall mean
      all work plans agreed and executed by the parties pursuant to the
      Development and License Agreement, including but not limited to those
      workplans executed in November 2007, January 2008 and August
      2008.

              


      

       

       

      
        	
                1.2.  

              	
                Interpretation.  In
      this Termination and Assignment
Agreement:

              


      

       

       

      
        	
                1.2.1  

              	
                Unless
      the context otherwise requires, reference to a recital, article,
      paragraph, provision, clause or schedule is to a recital, article,
      paragraph, provision, clause or schedule of or to this Termination and
      Assignment Agreement.

              


      

       


      
        
           


        

        
          Page
2

          
            

          

        

        
           


        

      


       

      


       

       

      
        	
                1.2.2  

              	
                The
      headings in this Termination and Assignment Agreement are inserted for
      convenience only and do not affect its
  construction.

              


      

       

       

      
        	
                1.2.3  

              	
                The
      expressions “include”, “includes”, “including”, “in particular” and
      similar expressions shall be construed without
  limitation.

              


      

       

       

      
        	
                2.  

              	
                TERMINATION OF
      AGREEMENT

              


      

       

       

      
        	
                2.1.  

              	
                The
      Development and License Agreement and all Workplans are hereby terminated
      with effect from the Termination
Date.

              


      

       

       

      
        	
                2.2.  

              	
                Subject
      to Clause 2.3 below, as of the Termination Date the Development and
      License Agreement shall terminate and be of no further legal force and
      effect and all rights granted to Amarin by Elan under that agreement shall
      cease and revert to Elan.  In particular, but without prejudice
      to the generality of the foregoing, with effect from the Termination Date,
      the Elan License granted in Clause 2.1 of the Development and License
      Agreement and the options granted to develop and obtain additional license
      rights to Expanded Formulations set out in Clause 2.4 of the Development
      and License Agreement shall terminate and be of no further effect, and any
      purported exercise of such an option prior to the Termination Date shall
      be void and of no effect.

              


      

       

       

      
        	
                2.3.  

              	
                Notwithstanding,
      and in substitution for, the provisions of Clause 13 (Consequences of
      Termination) of the Development and License
  Agreement:

              


      

       

       

      
        	
                2.3.1  

              	
                All
      representations and warranties contained in the Development and License
      Agreement insofar as appropriate remain in full force and
      effect;

              


      

       

       

      
        	
                2.3.2  

              	
                The
      provisions of the Development and License Agreement regarding
      confidentiality and non-use of materials or confidential information in so
      far as these provisions apply to Amarin shall remain in effect for a
      further period of [*******]1 from the
      Termination Date; and for the avoidance of doubt in applying the
      foregoing, all confidential information transferred to Elan under this
      Termination and Assignment Agreement shall be considered Confidential
      Information of Elan and not Confidential Information of
      Amarin;

              


      

       

       

      
        	
                2.3.3  

              	
                The
      provisions of the Development and License Agreement regarding
      non-competition set out in Clause 4.1 and 4.2 and 4.4 thereof with respect
      to Amarin alone shall remain in effect for a further period of one (1)
      year from the Termination Date;

              


      

       

       

      
        	
                2.3.4  

              	
                To
      the extent that any Claim is made in respect of any Product Intermediate,
      Product or Device used, distributed or administered prior to the
      Termination Date, the indemnification provisions set forth in Clause 14.5
      of the Development and License Agreement shall remain in full force and
      effect; and

              


      

       

       

      
        	
                2.3.5  

              	
                Any
      other provision of the Development and License Agreement, which is
      necessary to survive to effectuate Clauses 2.3.1 through 2.3.4 of this
      Termination Agreement, shall survive
  termination.

              


      

       

      

        

      

       

        
          	
                   
      

                	
                  CONFIDENTIAL
      INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION. ASTERISKS [*] DENOTE SUCH
OMISSIONS.

                


        

         

      


      
        
           


        

        
          Page
3

          
            

          

        

        
           


        

      


       

      


       

       

      
        	
                3.  

              	
                ASSIGNMENT AND
      TRANSFER

              


      

       

       

      
        	
                3.1.  

              	
                On
      the Termination Date, Amarin shall transfer and supply to Elan and Elan
      shall acquire all right, title and interest in the Project Materials, free
      from Encumbrances.

              


      

       

       

      
        	
                3.2.  

              	
                On
      the Termination Date, Amarin shall transfer and assign all rights, title
      and interest in Amarin Intellectual Property Rights to Elan free from
      Encumbrances.

              


      

       

       

      
        	
                4.  

              	
                CONSIDERATION

              


      

       

       

      
        	
                4.1.  

              	
                Payment.  In
      consideration of Amarin’s entry into and performance of this Termination
      and Assignment Agreement, Elan shall pay to Amarin the sum of US$700,000
      (seven hundred thousand United States dollars). All payments due hereunder
      shall be made in US dollars to the designated bank account of Amarin in
      accordance with such reasonable written instructions as Amarin shall
      provide.

              


      

       

       

      
        	
                4.2.  

              	
                VAT.  Payments
      made by Elan pursuant to Clause 4.1 of this Termination and Assignment
      Agreement are exclusive of VAT which will be additionally payable by Elan
      in the event that VAT applies to this payment, provided that Amarin will
      issue an appropriate VAT invoice to support any such VAT
      charge.  As Elan holds a valid VAT 13B authorization
      (authorization number: 90/11298/102009) the parties acknowledge that VAT
      will not be charged on this
transaction.

              


      

       

       

      
        	
                4.3.  

              	
                Withholding.  Any
      income or other taxes which Elan is required by law to withhold from
      amounts payable to Amarin under this Termination and Assignment Agreement
      shall be deducted from the amount of such payments due to
      Amarin.  Any such tax required to be withheld shall be an
      expense of and borne solely by Amarin.  Elan shall promptly
      provide Amarin with a certificate or other documentary evidence of such
      withholding.

              


      

       

       

      
        	
                5.  

              	
                EFFECTING
      TRANSFER

              


      

       

       

      
        	
                5.1.  

              	
                To
      the extent that it has not already done so prior to the Termination Date,
      Amarin shall as soon as reasonably practicable and in any event within
      fifteen (15) days after the Termination Date provide to
    Elan:

              


      

       

       

      
        	
                5.1.1  

              	
                originals
      and copies of all Project Materials, except that Amarin may retain one (1)
      copy solely for the purposes of ensuring compliance with this Termination
      and Assignment Agreement;

              


      

       

       

      
        	
                5.1.2  

              	
                copies
      of all Material Agreements;

              


      

       

       

      
        	
                5.1.3  

              	
                an
      itemised list of all Project Materials together with confirmation that
      such list is complete and accurate.

              


      

       

       

      
        	
                5.2.  

              	
                All
      items referred to in Clause 5.1 shall be delivered
  to:

              


      

       

      [***********]2

      Project
Manager

      Elan
Pharma International Ltd.

      Monksland

      Athlone

      Co.
Westmeath

      

        

      

       

        
          	
                   
      

                	
                  CONFIDENTIAL
      INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION. ASTERISKS [*] DENOTE SUCH
OMISSIONS.

                


        

         

      


      
        
           


        

        
          Page
4

          
            

          

        

        
           


        

      


      


       

      
        	
                5.3.  

              	
                Within
      fifteen (15) days after the Termination Date Amarin shall provide to Elan
      an officer’s certificate confirming that the provisions of Clauses 5.1
      have been duly complied with.

              


      

       

       

      
        	
                6.  

              	
                MATERIAL
      AGREEMENTS

              


      

       

       

      
        	
                6.1.  

              	
                The
      parties hereby acknowledge that Elan does not assume any liability or
      obligation under the Material Agreements or any other agreement between
      Amarin and a Third Party except as expressly set forth in this Clause
      6.  Amarin further agrees to indemnity and hold harmless Elan
      for any obligations or liabilities arising from any circumstance or breach
      by Amarin of the Material
Agreements.

              


      

       

       

      
        	
                6.2.  

              	
                As
      and when requested by Elan in respect of any Material Agreement, Amarin
      shall either:

              


      

       

       

      
        	
                6.2.1  

              	
                assign
      such Material Agreement to Elan for no further consideration, except that
      Elan shall be responsible for the performance of Amarin’s obligations
      thereunder as from the time of assignment;
or

              


      

       

       

      
        	
                6.2.2  

              	
                use
      commercially reasonable efforts to terminate such Material
      Agreement.

              


      

       

       

      
        	
                6.3.  

              	
                In
      the event that Elan wishes to assume a Material Agreement but Amarin is
      not entitled to assign it without the consent of the
      counter-party:

              


      

       

       

      
        	
                6.3.1  

              	
                Elan
      and Amarin shall use commercially reasonable efforts to procure the
      expeditious assignment or novation of such Material
    Agreement;

              


      

       

       

      
        	
                6.3.2  

              	
                unless
      and until such Material Agreement is assigned or
  novated:

              


      

       

       

      
        	
                6.3.2.1  

              	
                Elan
      shall perform Amarin’s obligations under the Material Agreement in
      question as Amarin’s sub-contractor, if such sub-contracting is
      permissible under the Material Agreement in
  question;

              


      

       

       

      
        	
                6.3.2.2  

              	
                if
      such sub-contracting is not permissible, Amarin shall duly perform all of
      its obligations under the Material Agreement at Elan’s expense;
      and

              


      

       

       

      
        	
                6.3.2.3  

              	
                Amarin
      shall hold the benefit of the Material Agreement on trust for Elan
      absolutely, account to Elan for it promptly on demand and otherwise
      operate the Material Agreement in such manner as Elan may lawfully
      specify.

              


      

       

       

      
        	
                6.4

              	
                Amarin
      hereby grants to Elan an exclusive, worldwide royalty-free sub-license to
      use the Neurostat Know How to research, develop, use, make, have made,
      import, offer for sale, sell and otherwise dispose of Products (as defined
      in the Neurostat Agreement) with respect to which Amarin obtained rights
      pursuant to the Development and License Agreement.  Except to
      the extent that Amarin’s license to the Neurostat Know How may be
      revocable by the counter-parties thereto, such sub-license shall be
      irrevocable.

              


      

       


      
        
           


        

        
          Page
5

          
            

          

        

        
           


        

      


       

      


       

       

      
        	
                7.  

              	
                NO ASSUMPTION OF
      OBLIGATIONS

              


      

       

       

      
        	
                7.1.  

              	
                Generally.  Elan
      does not assume any liabilities of Amarin outstanding as of the
      Termination Date, whether actual or
contingent.

              


      

       

       

      
        	
                7.2.  

              	
                Employees.  Elan
      and Amarin acknowledge and agree that this Termination and Assignment
      Agreement and the transactions contemplated by it are not intended to
      constitute the transfer of an undertaking or any part thereof for the
      purposes of the Transfer of Undertakings (Protection of Employment)
      Regulations 2006 (SI 2006/246) (“TUPE”).  As
      between Elan and Amarin, Amarin shall remain solely responsible for its
      employees, including all those employees whose duties include or have ever
      included activities contemplated by the Development and License
      Agreement.

              


      

       

       

      
        	
                7.3.  

              	
                Indemnity.  Amarin
      shall indemnify and keep indemnified Elan against all moneys, actions,
      proceedings, costs, claims, demands, damages and expenses made by or due
      to any employee or former employee of Amarin in respect of or arising out
      of the transactions contemplated by this Termination and Assignment
      Agreement.

              


      

       

       

      
        	
                8.  

              	
                REPRESENTATIONS,
      WARRANTIES AND
INDEMNIFICATION

              


      

       

       

      
        	
                8.1.  

              	
                Amarin.  Amarin
      represents and warrants to Elan as of the Termination Date as
      follows:

              


      

       

       

      
        	
                8.1.1  

              	
                Organisation and
      Authority.  Amarin is a limited liability company duly
      incorporated and validly existing in Ireland.  Amarin has all
      the requisite legal and corporate power and authority to enter into this
      Termination and Assignment Agreement and perform its obligations under
      this Termination and Assignment Agreement.  This Termination and
      Assignment Agreement is the valid and binding obligation of the Purchaser,
      enforceable against it in accordance with its terms except as limited by
      applicable insolvency and other laws of general application affecting the
      enforcement of creditors’ rights
generally.

              


      

       

       

      
        	
                8.1.2  

              	
                No
      Conflicts.  There are no agreements between Amarin and
      any third party that conflict with this Termination and Assignment
      Agreement.

              


      

       

       

      
        	
                8.1.3  

              	
                Approvals.  No
      permit, authorisation, consent or approval of or by, or any notification
      of or filing with, any person is required in connection with the
      execution, delivery or performance of this Termination and Assignment
      Agreement by Amarin.

              


      

       

       

      
        	
                8.1.4  

              	
                Standing.  To
      the best knowledge of Amarin, no order has been made or petition presented
      or resolution passed for the winding up of Amarin.  To the best
      knowledge of Amarin, no distress, execution or other process has been
      levied on any of the assets of Amarin.  No power to appoint a
      receiver has been exercised or has arisen in respect of the business or
      any of the assets of Amarin and there is no unfulfilled or unsatisfied
      judgment or Court order outstanding against any of them.  None
      of the foregoing statements in this Clause 8.1.4 will be rendered false by
      the execution, delivery or performance of this Termination and Assignment
      Agreement by Amarin.

              


      

       

       

      
        	
                8.1.5  

              	
                Third Party
      Rights.  To the best knowledge of Amarin, without having
      conducted any special search, no third party (including any counterparty
      to a Material Agreement) has or will have any rights which may be
      infringed by the importation, use, making, having made, offering for sale
      or sale of Product or Product
Intermediate.

              


      

       


      
        
           


        

        
          Page
6

          
            

          

        

        
           


        

      


       

      


       

       

      
        	
                8.1.6  

              	
                Employees.  No
      employee of Amarin or any of its Affiliates is wholly or principally
      engaged in the development and/or future commercialisation of Product or
      Product Intermediate.

              


      

       

       

      
        	
                8.1.7  

              	
                Grants.  Amarin
      has not done or failed to do any act or thing which could result in all or
      any part of a government grant or other similar payment or allowance, in
      each case wholly or partly related to the development and/or future
      commercialisation of Products, made or due to be made by it becoming
      repayable or being forfeited by it, nor will the execution, delivery or
      performance of this Termination and Assignment Agreement by Amarin result
      in such a repayment or forfeiture.

              


      

       

       

      
        	
                8.1.8  

              	
                Operation of
      Development and License Agreement.  Amarin has conducted
      all activities under the Development and License Agreement in accordance
      with all applicable laws and
regulations.

              


      

       

       

      
        	
                8.1.9  

              	
                Intellectual
      Property.  There is no Amarin Intellectual Property,
      comprising for the avoidance of doubt Amarin Improvements (which in turn
      includes Amarin’s interest in the Joint Compound Improvements), Amarin
      Know-How and Amarin Patents.  To the best of Amarin’s knowledge,
      neither Neurostat Pharmaceuticals Inc. nor Tim Lynch own or control any
      patent rights relating to or disclosing Product or Product
      Intermediate.

              


      

       

       

      
        	
                8.1.10  

              	
                Litigation.  There
      are no claims or actions pending or threatened against Amarin, or any
      person for whom Amarin is vicariously liable, arising out of the conduct
      of its activities under the Development and License Agreement and/or the
      development and/or commercialisation of the Products, and there is no
      circumstance of which Amarin is aware which is likely to give rise to such
      a claim or action.

              


      

       

       

      
        	
                8.2.  

              	
                Elan.  Elan
      represents and warrants to Amarin as of the Termination Date as
      follows:

              


      

       

       

      
        	
                8.2.1  

              	
                Organisation and
      Authority.  Elan is a limited liability company duly
      incorporated and validly existing in Ireland.  Elan has all the
      requisite legal and corporate power and authority to enter into this
      Termination and Assignment Agreement and perform its obligations under
      this Termination and Assignment Agreement.  This Termination and
      Assignment Agreement is the valid and binding obligation of the Purchaser,
      enforceable against it in accordance with its terms except as limited by
      applicable insolvency and other laws of general application affecting the
      enforcement of creditors’ rights
generally.

              


      

       

       

      
        	
                8.2.2  

              	
                No
      Conflicts.  There are no agreements between Elan and any
      third party that conflict with this Termination and Assignment
      Agreement.

              


      

       

       

      
        	
                8.2.3  

              	
                Approvals.  No
      permit, authorisation, consent or approval of or by, or any notification
      of or filing with, any person is required in connection with the
      execution, delivery or performance of this Termination and Assignment
      Agreement by Elan.

              


      

       

       

      
        	
                8.3.  

              	
                Indemnification.  Each
      of the parties shall indemnify and hold harmless the other party against
      all and any claims (whether successful or otherwise), loss, liability,
      damages and expenses, including reasonable legal fees and expenses
      (together, “Claims”) insofar as they
      arise out of any breach by the first party of any of its obligations or
      warranties under this Termination and Assignment Agreement or from the
      first party’s fraud or wilful
misconduct.

              


      

       

       

      
        	
                8.4.  

              	
                Conduct of
      Claims.  The party seeking an indemnity
      shall:

              


      

       


      
        
           


        

        
          Page
7

          
            

          

        

        
           


        

      


       

      


       

       

      
        	
                8.4.1  

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

              


      

       

       

      
        	
                8.4.2  

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

              


      

       

       

      
        	
                8.4.3  

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

              


      

       

       

      
        	
                8.4.4  

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

              


      

       

       

      The
indemnifying party may settle a Claim on terms which provide only for monetary
relief and do not include any admission of liability.  Save as
aforesaid, neither the indemnifying party nor the party to be indemnified shall
acknowledge the validity of, compromise or otherwise settle any Claim without
the prior written consent of the other, which shall not be unreasonably
withheld.

       

       

      
        	
                8.5.  

              	
                Release.

              


      

       

       

      
        	
                8.5.1  

              	
                Subject
      to Clause 8.5.2, with effect from the date hereof, each party and each of
      its Affiliates (“Releasor”):

              


      

       

       

      
        	
                8.5.1.1  

              	
                waives
      any accrued rights that Releasor may have accrued against the other party,
      whether known or unknown, foreseen or unforeseen, fixed or contingent, of
      any nature whatsoever from the beginning of time to the date hereof under
      the Development and License Agreement;
and

              


      

       

       

      
        	
                8.5.1.2  

              	
                fully
      and finally releases and discharges that party from any and all manner of
      actions, claims, promises, debts, sums of money, demands, obligations, in
      law or in equity, directly or indirectly, whether known or unknown,
      foreseen or unforeseen, fixed or contingent, of any nature whatsoever that
      Releasor may have by reason of any act, omission, matter, provision, cause
      or thing whatsoever from the beginning of time to the date hereof under
      the Development and License
Agreement.

              


      

       

       

      
        	
                8.5.2  

              	
                Neither
      party or any other Releasor waives, releases or discharges any obligation
      arising under or specifically set forth in this Termination and Assignment
      Agreement, including obligations which continue in force pursuant to
      Clause 2.3.  Further, Elan does not waive any right it has or
      may have, or release or discharge any liability which Amarin has or may
      have, pursuant to Clause 15 of the Development and License Agreement
      (confidentiality), but Elan acknowledges as of the Termination Date that
      it has no knowledge of any breach of that provision by
    Amarin.

              


      

       

       

      
        	
                8.6.  

              	
                Extension of
      Indemnification Etc.  Where this Termination and
      Assignment Agreement provides for the indemnification of a party to this
      Termination and Assignment Agreement or for the limitation of a party’s
      liability or for the release of a party from liability, such
      indemnification and/or limitation and/or release (as the case may be)
      shall also apply for the benefit of such party’s Affiliates and the
      employees, officers, directors and agents of any of them, acting in such
      capacity.

              


      

       


      
        
           


        

        
          Page
8

          
            

          

        

        
           


        

      


       

      


       

       

      
        	
                9.  

              	
                MISCELLANEOUS
      PROVISIONS

              


      

       

       

      
        	
                9.1.  

              	
                Assignment.  This
      Termination and Assignment Agreement may be freely assigned by
      Elan.  Amarin may not assign any of its rights or obligations
      under this Termination and Assignment
Agreement.

              


      

       

       

      
        	
                9.2.  

              	
                Parties
      Bound.  This Termination and Assignment Agreement shall
      be binding upon and run for the benefit of the parties, their successors
      and permitted assigns.

              


      

       

       

      
        	
                9.3.  

              	
                Relationship of the
      Parties.  In this Termination and Assignment Agreement,
      nothing shall be deemed to constitute a partnership between the parties,
      or any of them, or make any party an agent for any other party, for any
      purpose whatsoever.

              


      

       

       

      
        	
                9.4.  

              	
                Entire
      Agreement.  This Termination and Assignment Agreement
      constitutes the entire agreement and understanding between the parties
      with respect to their subject matter, and except as expressly provided,
      supersede all prior representations, writings, negotiations or
      understandings with respect to that subject
  matter.

              


      

       

       

      
        	
                9.5.  

              	
                Costs.  Each
      party shall bear its own legal and professional advisers’ costs and
      expenses incurred in connection with the negotiation and entering into of
      this Termination and Assignment
Agreement.

              


      

       

       

      
        	
                9.6.  

              	
                Severability.  If
      any provision in this Termination and Assignment Agreement is deemed to
      be, or becomes invalid, illegal, void or unenforceable under applicable
      laws, such provision will be deemed amended to conform to applicable laws
      so as to be valid and enforceable, or if it cannot be so amended without
      materially altering the intention of the parties, it will be deleted, but
      the validity, legality and enforceability of the remaining provisions of
      this Termination and Assignment Agreement shall not be impaired or
      affected in any way.

              


      

       

       

      
        	
                9.7.  

              	
                Further
      Assurance.  Each party shall do and execute, or arrange
      for the doing and executing of, each necessary act, document and thing
      reasonably within its power to implement this Termination and Assignment
      Agreement.

              


      

       

       

      
        	
                9.8.  

              	
                Counterparts.  This
      Termination and Assignment Agreement may be executed in any number of
      counterparts, each of which when so executed shall be deemed to be an
      original and all of which when taken together shall constitute this
      Termination and Assignment
Agreement.

              


      

       

       

      
        	
                9.9.  

              	
                Notices.

              


      

       

       

      
        	
                9.9.1  

              	
                A
      notice under or in connection with this Termination and Assignment
      Agreement (a “Notice”):

              


      

       

       

      
        	
                9.9.1.1  

              	
                shall
      be in writing; and

              


      

       

       

      
        	
                9.9.1.2  

              	
                may
      be delivered personally or sent by first class post (and air mail if
      overseas) or by fax to the party due to receive the Notice at its address
      set out below:

              


      

       

       

      
        	
                9.9.2  

              	
                The
      address referred to in Clause 9.9.1.2
is:

              


      

       

       

      (a)        in
the case of Elan:

       

       

      
        	
                 
      

              	
                Address:

                 

                 

                 

                 

                 

                Fax:

              	
                Elan
      Pharma International Limited


                  Monksland

                  Athlone

                  Co.
      Westmeath

                  Ireland

[**********]3

              


      

       

       

                       

       

      

        

      

       

        
          	
                   
      

                	
                  CONFIDENTIAL
      INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION. ASTERISKS [*] DENOTE SUCH
OMISSIONS.

                


        

         

      


      
        
           


        

        
          Page
9

          
            

          

        

        
           


        

      


       

      


       

       

      Marked
for the attention of :  Vice President & Legal
Counsel

       

       

      (b)        in
the case of Amarin:

       

       

      
        	
                 
      

              	
                Address:

                 

                 

                 

                 

                 

                 

                 

                 

                Fax:

              	
                Amarin
      Pharmaceuticals Ireland Limited


                  First
      Floor


                    Block
      3


                      The
      Oval


                        Shelbourne
      Road


                          Ballsbridge


                            Dublin
      4


                              Ireland

                               

                              +353 1 669
      9028

                            

                          

                        

                      

                    

                  

                

              


      

                 

       

      Marked
for the attention of :  General Counsel

       

       

      
        	
                9.9.3  

              	
                Notice
      is deemed given:

              


      

       

       

      
        	
                9.9.3.1  

              	
                if
      delivered personally, when the person delivering the notice obtains the
      signature of a person at the address referred to in Clause
      9.9.1.2;

              


      

       

       

      
        	
                9.9.3.2  

              	
                if
      sent by post, except air mail, six Business Days after posting
      it;

              


      

       

       

      
        	
                9.9.3.3  

              	
                if
      sent by air mail, two Business Days after posting
  it;

              


      

       

       

      
        	
                9.9.3.4  

              	
                if
      sent by fax, when confirmation of its transmission has been recorded by
      the sender's fax machine.

              


      

       

       

      
        	
                9.10.  

              	
                Confidentiality and
      Announcements.  The parties shall treat this Termination
      and Assignment Agreement as confidential. No announcement or public
      statement concerning the existence, subject matter or any term of this
      Termination and Assignment Agreement, or its performance, shall be made by
      or on behalf of any party without the prior written approval of the
      other.

              


      

       

       

      
        	
                9.11.  

              	
                Required
      Disclosures.  A party (the “Disclosing Party”) will be
      entitled to make an announcement or public statement concerning the
      existence, subject matter or any term of this Termination and Assignment
      Agreement, or to disclose Confidential Information that the Disclosing
      Party is required to make or disclose pursuant
  to:

              


      

       

       

      
        	
                9.11.1  

              	
                A
      valid order of a court or Governmental
Authority

              


      

       

       

      
        	
                9.11.2  

              	
                Any
      other requirement of law or any securities or stock
    exchange;

              


      

       


      
        
           


        

        
          Page
10

          
            

          

        

        
           


        

      


       

      


       

       

      Provided
that if the Disclosing Party becomes legally required to make such announcement,
public statement or disclosure hereunder, the Disclosing Party shall give the
other party prompt notice of such fact to enable the other party to seek a
protective order or other appropriate remedy concerning any such disclosure,
including confidential treatment and/or appropriate redactions.

       

       

      The
Disclosing Party shall fully co-operate with the other party in connection with
that other party’s efforts to obtain any such order or other
remedy.  If any such order or other remedy does not fully preclude
announcement, public statement or disclosure, the Disclosing Party shall make
such announcement, public statement, or disclosure only to the extent that the
same is legally required.

       

       

      Amarin
shall be entitled to file this Termination and Assignment Agreement with the US
Securities and Exchange Commission as an exhibit to its Form 20-F for the year
ended December 31, 2008.  Within 15 days after the Termination Date,
Elan shall notify Amarin of any redactions to the Agreement that Elan proposes
that Amarin consider prior to Amarin making the aforesaid filing.

       

       

      
        	
                9.12.  

              	
                Other
      Disclosures.  Each of the parties shall be entitled to
      provide a redacted copy of this Termination and Assignment Agreement, to
      be agreed between the parties, to establish the termination of the
      Development and License Agreement and assignment of rights under this
      Termination and Assignment Agreement to third parties, as may be required
      by each party to conduct its commercial
  business.

              


      

       

       

      
        	
                9.13.  

              	
                Waivers.  A
      failure to exercise or delay in exercising a right or remedy provided by
      this Termination and Assignment Agreement or by law does not constitute a
      waiver of the right or remedy or a waiver of other rights or
      remedies.  No single or partial exercise of a right or remedy
      provided by this Termination and Assignment Agreement or by law prevents
      further exercise of the right or remedy or the exercise of another right
      or remedy.

              


      

       

       

      
        	
                9.14.  

              	
                Variations.  No
      variation of this Termination and Assignment Agreement shall be effective
      unless it is made in writing and signed by each of the
      parties.

              


      

       

       

      
        	
                9.15.  

              	
                Governing Law and
      Jurisdiction.  This Termination and Assignment Agreement
      shall be governed by and construed in accordance with the laws of Ireland,
      and shall be subject to the non-exclusive jurisdiction of the Irish
      courts.

              


      

       

       

      ***

       


      
        
           


        

        
          Page
11

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                SCHEDULE
      1MATERIAL AGREEMENTS

              


      

       

       

      [***
1 line omitted
***]4

       

       

      


       

      

        

      

       

        
          	
                   
      

                	
                  CONFIDENTIAL
      INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION. ASTERISKS [*] DENOTE SUCH
OMISSIONS.

                


        

         

      


      
        
           


        

        
          Page
12

          
            

          

        

        
           


        

      


       

      
        	
                 
      

              	
                SCHEDULE
      2PROJECT MATERIALS

              


      

       

      


      [
*** Approximately 18 lines omitted ***]5

      


       

      


       

    

     

     

     

     

     

     

     

     

     

    
      

        

      

       

        
          	
                   
      

                	
                  5
      CONFIDENTIAL
      INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION. ASTERISKS [*] DENOTE SUCH
  OMISSIONS.

                


        

         

      

      


      
        
          
          

        

        
          Page
13

          
            

          

        

        
          
          

        

      

      


      EXECUTED by the parties on the
date appearing at the top of page 1.

      


      


      


      


      SIGNED

      


      


      _________________________________

      
        	
                 
      

              	
                Duly
      authorised for and on behalf of

              


      

      ELAN
PHARMA INTERNATIONAL LIMITED

      


      


      


      SIGNED

      


      


      _________________________________

      
        	
                 
      

              	
                Duly
      authorised for and on behalf of

              


      

      
        	
                 
      

              	
                AMARIN
      PHARMACEUTICALS IRELAND LIMITED