ex4_97.htm


     

    Exhibit 4.97

    
 

    


     

    AMENDMENT

     

    This
Amendment, dated as of October 12, 2009 (this “Amendment”), is made by and
among Amarin Corporation plc, a company incorporated under the laws of England
and Wales (the “Company”), and the other
parties hereto (the “Investors”).  Capitalized
terms used herein without definition have the respective meanings set forth in
the Securities Purchase Agreement dated May 13, 2008 (the “Agreement”).

     

    1. Background.

     

    (a) The
parties hereto desire to amend the Agreement to (i) terminate the option of the
Purchasers to acquire additional shares in the Second Closing, (ii) terminate
the preemptive rights of the Purchasers and (iii) terminate the registration
rights of the Purchasers, such amendments to become effective immediately prior
to the closing of the New Equity Financing (as defined in Section 2 of this
Amendment).

     

    (b) The
Company and the Investors who are holders of Preference Shares desire to amend
the terms of the Preference Shares as provided in this Amendment, such
amendments to become effective immediately prior to the closing of the New
Equity Financing.

     

    (c) The
parties hereto do not wish to amend the Agreement in any other
respect.

     

    (d) The
Investors desire to terminate the Voting Agreement, dated May 16, 2008, among
themselves and the other Purchasers (the “Voting Agreement-Investors”),
such termination to become effective immediately prior to the closing of the New
Equity Financing.

     

    (e) The
Investors desire to amend the Voting Agreement, dated May 16, 2009, among
themselves and the other parties thereto (the “Voting Agreement-Management”)
to adopt the new definitions added to the Agreement by this Amendment such
Amendment to become effective immediately prior to the closing of the New Equity
Financing.

     

    2. Second Closing
Amendments.  The Company and the Purchasers agree that the
following amendments to the Agreement will become effective immediately prior to
the consummation of the equity financing contemplated by the Memorandum of
Terms, dated September 30, 2009, a copy of which is attached hereto as Exhibit A (the “New Equity
Financing”).

     

    (a) The
Agreement will be amended (i) to delete all references in the Agreement to the
“Second Closing,” the “Second Closing Amount,” the “Second Closing Date,” the
“Per Share Second Closing Purchase Price,” the “Second Closing Purchase Price,”
the “Second Registration Statement,” the “Second Filing Date,” the “Second
Required Effectiveness Date,” and the “Second Closing Securities” and (ii) to
delete the operative provisions of the Agreement employing or relying on such
terms but only to the limited extent such provisions employ and rely on such
terms and the deletion of such provisions will give effect to the parties’
intentions as provided in Section 1 of this Amendment.

     

    (b) In
furtherance of the foregoing, Sections 1.1(b), 1.1(c), 1.1(d), 4.11, 5.3, and
5.4 of the Agreement and Exhibit B to the Agreement will be deleted in their
entirety.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    3. Other
Amendments.  The Company and the Purchasers agree that the
following amendments to the Purchase Agreement will become effective immediately
prior to the consummation of the New Equity Financing.

     

    (a) Article 8
will be amended to add the following new defined terms:

     

    “New Equity Financing” means
the equity financing contemplated by the Memorandum of Terms dated
September 30, 2009 among the Company and the other parties
thereto.

     

     “Securities” means the
First Closing Securities.

     

    (b) Article 8
will be amended to replace the definition of “Special Rights Termination Event”
with the following definition:

     

    “Special Rights Termination
Event” shall mean the consummation of the New Equity
Financing.

     

    (c) Article 6
will be terminated in its entirety and the terms defined in Article 8 that are
used only in Article 6 will be deleted.

     

    (d) Section
10.15 will be terminated in its entirety.

     

    4. Preference Shares
Amendment.  The Company and the Investors who are holders of
Preference Shares agree that the following amendments to the terms of
the  Preference Shares, a copy of which is attached hereto as Exhibit B, will
become effective immediately prior to the consummation of the New Equity
Financing.

     

    (a) Section
1.2(b)(vi)(B) of the terms of the Preference Shares will be amended and restated
in its entirety to read as follows:

     

    
      	
               
      

            	
              (B)

            	
              Each
      Series A Preference Share held by each of the Series A Holders shall
      automatically convert into one Ordinary Share, and the rights and
      obligations of the Series A Preference Shares shall terminate, immediately
      upon the occurrence of a Special Rights Termination
  Event.

            


    

     

    (b) Section
1.2(b)(v)(D)(y) of the terms of the  Preference Shares will be amended
and restated in its entirety to read as follows:

     

    
      	
               
      

            	
              (y)

            	
              “Special Rights Termination
      Event” shall mean the consummation of the New Equity
      Financing.

            


    

     


    
      
         


      

      
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    (c) A new
Section 1.2(b)(v)(D)(z) will be added to the terms of the Series A Preference
Shares as follows:

     

    
      	
               
      

            	
              (z)

            	
              “New Equity Financing”
      shall mean the equity financing contemplated by the Memorandum of Terms
      dated September 30, 2009 among the Company and the other parties
      thereto.”

            


    

     

    5. Voting Agreement-Investors
Amendment.  The Investors agree that the Voting
Agreement-Investors will be terminated in its entirety effective immediately
prior to the consummation of the New Equity Financing.

     

    6. Voting
Agreement-Management.  The Investors and the Company agree that
the changes to the defined terms in the Agreement effected by Section 3 of this
Amendment will become applicable to the Voting Agreement-Management effective
immediately prior to the consummation of the New Equity Financing.

     

    7. Effectiveness of this
Amendment.  This Amendment will become effective upon
(i) receipt by the parties of signed counterparts hereof from the Company
and (A) Purchasers holding the number of Securities required for the amendments
to the Agreement set forth herein to be effective as provided in the
Agreement,  (B) Holders holding the number of Registrable Securities
required for the amendment to Article 6 of the Agreement set forth herein to be
effective as provided in the Agreement, (C) holders of Preference Shares holding
the number of Ordinary Shares required for the amendments to the terms of the
Preference Shares set forth herein to be effective as provided in the terms of
the Preference Shares and (D) Investors holding the number of Ordinary Shares
required for the amendments to the terms of the Voting Agreement set forth
herein to be effective as provided in the Voting Agreement and (ii) the
completion by the Company of any corporate actions necessary for the amendments
to the terms of the Preference Shares set forth herein to be
effective.

     

    8. Confirmation of
Agreement.  The terms, conditions, covenants, obligations and
agreements set forth in the Agreement and the terms of the Preference Shares are
hereby ratified and confirmed and shall continue in full force and effect as in
effect on the date hereof and thereafter as amended by this Amendment in
accordance with the provisions governing the effectiveness of the terms
hereof.

     

    9. Counterparts; Governing
Law.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same instrument.  This Amendment
will be governed by and interpreted in accordance with the laws of the State of
New York without regard to the principles of conflict of laws that would yield a
contrary result.

     


    
      
         


      

      
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    IN
WITNESS WHEREOF, the undersigned Purchasers and the Company have caused this
Agreement to be duly executed as of October 12, 2009.

     

    
      	
              AMARIN
      CORPORATION PLC

            
	 
	 
	
              By: ______________________________________

            
	
                    
      Name:

            
	
                    
      Title:

            


    

    


     

    
      	
              HOLDERS,
      HOLDERS OF PREFERENCE SHARES AND INVESTORS

            	 
      	
              PURCHASERS:

            
	 	 	 
	
              Caduceus
      Private Investments III, LP

              By:
      OrbiMed Capital GP III LLC

              Its:  General
      Partner

              By:
      ___________________________

              Name:
      Carl L. Gordon

              Title:

               

              OrbiMed
      Associates III, LP

              By:
      OrbiMed Advisors LLC

              Its:  General
      Partner

              By:
      ___________________________

              Name:
      Carl L. Gordon

              Title:

               

              Sofinnova
      Venture Partners VII, L.P.

              By:
      Sofinnova Management VII, L.L.C.

              Its:
      General Partner

              By:
      ___________________________

              Name:
      James I. Healy

              Title:  Managing
      General Partner

            	 
      	
              Caduceus
      Private Investments III, LP

              By:
      OrbiMed Capital GP III LLC

              Its:  General
      Partner

              By:
      ___________________________

              Name:
      Carl L. Gordon

              Title:

               

              OrbiMed
      Associates III, LP

              By:
      OrbiMed Advisors LLC

              Its:  General
      Partner

              By:
      ___________________________

              Name:
      Carl L. Gordon

              Title:

               

              Sofinnova
      Venture Partners VII, L.P.

              By:
      Sofinnova Management VII, L.L.C.

              Its:
      General Partner

              By:
      ___________________________

              Name:
      James I. Healy

              Title:  Managing
      General Partner

            
	 	 	 
	 [Signatures
      continued on next page]


    


    
      
         


      

      
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              Longitude
      Venture Partners, L.P.

              By:
      Longitude Capital Partners, LLC

              Its:
      General Partner

              By:
      ___________________________

              Name:

              Title:

            	 
      	
              Longitude
      Venture Partners, L.P.

              By:
      Longitude Capital Partners, LLC

              Its:
      General Partner

              By:
      ___________________________

              Name:

              Title:

            
	
            
	
              Panorama
      Capital, L.P., a Delaware limited partnership

              By:
      Panorama Capital Management LLC, a Delaware limited liability
      company

              Its:  General
      Partner

              By:
      ___________________________

              Name:

              Title:

            	 
      	
              Panorama
      Capital, L.P., a Delaware limited partnership

              By:
      Panorama Capital Management LLC, a Delaware limited liability
      company

              Its:  General
      Partner

              By:
      ___________________________

              Name:

              Title:

            
	 	 	 
	
              Thomas,
      McNerney & Partners II, L.P.

              By:
      Thomas, McNerney & Partners II, LLC

              Its:
      General Partner

              By:
      ___________________________

              Name:  Eric
      Aguiar

              Title:    Manager

            	 
      	
              Thomas,
      McNerney & Partners II, L.P.

              By:
      Thomas, McNerney & Partners II, LLC

              Its:
      General Partner

              By:
      ___________________________

              Name:  Eric
      Aguiar

              Title:    Manager

            
	 	 	 
	
              TMP
      Nominee II, LLC

              By:
      ___________________________

              Name:  James
      Thomas

              Title:    Manager

            	 
      	
              TMP
      Nominee II, LLC

              By:
      ___________________________

              Name:  James
      Thomas

              Title:    Manager

            
	 	 	 
	
              TMP
      Associates II, L.P.

              By:  Thomas,
      McNerney & Partners II, LLC

              Its:   General
      Partner

              By:
      ___________________________

              Name:  Eric
      Aguiar

              Title:    Manager

            	 
      	
              TMP
      Associates II, L.P.

              By:  Thomas,
      McNerney & Partners II, LLC

              Its:   General
      Partner

              By:
      ___________________________

              Name:  Eric
      Aguiar

              Title:    Manager

            
	 	 	 
	 
      	 
      	
              Fountain
      Healthcare Partners I, L.P.

              By:
      Fountain Healthcare Partners Ltd.

              Its:
      General Partner

              By:
      ___________________________

              Name:
      Manus Rogan

              Title:   Managing
      Partner

            


    

    


     

     

     

     

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