exv4w63



 







    Exhibit
    4.63



 




    STOCK
    PURCHASE AGREEMENT



 



    This Stock Purchase Agreement (the “Agreement”) is
    made as of the date set forth below between Amarin Corporation
    plc, a public limited company registered in England and Wales
    (the “Company”), and the Investors listed on
    Exhibit A.



 



    WHEREAS, the Company has authorized the sale and issuance of up
    to $25 million of ordinary shares (the “Shares”)
    of the Company, 5 pence par value per share to certain
    investors (each an “Investor” and collectively the
    “Investors”) in a registered direct offering (the
    “Offering”); and



 



    WHEREAS, each Investor desires to subscribe for the number of
    Shares set forth next to such Investor’s name on
    Exhibit A hereto at a purchase price of
    $1.30 per share, on the terms and subject to the conditions
    set forth herein, and the Company desires to issue and sell such
    Shares to the investors.



 



    NOW, THEREFORE, in consideration of the mutual promises,
    representations, warranties, covenants, and conditions set forth
    herein, the parties mutually agree as follows:



 



    1. Authorization and Sale of the Shares;
    Registration.  Subject to the terms and conditions
    of this Agreement, the Company has authorized the sale of the
    Shares. The issuance of the Shares has been registered on a
    Registration Statement on
    Form F-3,
    File
    No. 333-121760
    (the “Registration Statement”), which registration
    statement has been declared effective by the Securities and
    Exchange Commission (the “Commission”) on
    March 10, 2005, has remained effective since such date and
    is effective on the date hereof.



 



    2. Sale and Purchase of the Shares.



 



    2.1 At the Closing (as defined in Section 3),
    the Company will sell to the Investors, and the Investors,
    severally and not jointly, will purchase from the Company, upon
    the terms and conditions hereinafter set forth, the respective
    number of Shares set forth opposite each Investor’s name on
    Exhibit A hereto at the purchase price of
    $1.30 per Share.



 



    2.2 The Company may enter into this same or a
    similar form of Stock Purchase Agreement with certain other
    investors (the “Other Investors”) and may complete
    sales of Shares to them. (The Investors and the Other Investors
    are hereinafter sometimes collectively referred to as the
    “Investors,” and this Agreement and the Stock Purchase
    Agreements executed by the Other Investors are hereinafter
    sometimes collectively referred to as the
    “Agreements.”)



 



    2.3 The Investor acknowledges that: (a) the
    Company has retained Leerink Swann & Company as
    placement agent (in its capacity as placement agent of the
    Shares, the “Placement Agent”); (b) the Company
    intends to pay the Placement Agent a fee in respect of the
    purchase of Shares by Investors introduced to the Company by the
    Placement Agent; and (c) the offering of the Shares is not
    a firm commitment underwriting. The Investor further
    acknowledges that the Company has entered into finder’s
    agreements with each of ProSeed Capital Holdings CVA and J&E
    Davy pursuant to which such parties may introduce the Company to
    persons or entities that may invest in the Offering, and the
    Company intends to pay each such party a fee in respect of the
    purchase of Shares by Investors introduced by such party.



 



    3. Delivery of the Shares at Closing.



 



    3.1 (a) Pursuant to the terms of the offer
    contained in the prospectus included in the Registration
    Statement and the prospectus supplement appended to such
    prospectus (such documents, together with the documents
    incorporated by reference in such prospectus and prospectus
    supplement, being referred to collectively herein as the
    “Prospectus”), the Investor hereby tenders to the
    Company this subscription for, and agrees to purchase the number
    (the “Amount”) of Ordinary Shares as will equal the
    aggregate purchase price set forth in Exhibit A,
    rounded down to the nearest whole share, at the per share
    purchase price determined in accordance with the Prospectus,
    namely $1.30.




    

    1








 





 



    (b) Subject to the acceptance of such tender by the
    Company, the Investor hereby directs the Company to issue the
    Ordinary Shares within 3 London business days after the Closing
    Date (as defined below) against payment of the purchase price
    therefor as provided herein, and further directs the Company to
    issue the Ordinary Shares in the name of National City Nominees
    Limited of Citigroup Centre, Canada Square, Canary Wharf,
    London, E14 5LB, being the nominee holding company of Citibank
    N.A, the Company’s depositary for its American Depositary
    Receipt (“ADR”) program (the “ADR
    Depositary”) against the issuance by the ADR Depositary of
    ADRs in the name of, or as otherwise instructed in writing by,
    the Investor.



 



    3.2 The Company will advise the Investor after
    receipt of this subscription whether this subscription has been
    accepted or rejected. If this subscription is rejected, or if
    the Offering is withdrawn or terminated, the amount paid by the
    Investor herewith will be returned without interest or
    deduction, and this subscription thereby shall be canceled and
    be of no further force or effect. If this subscription is
    rejected or if the Offering is withdrawn or terminated, the
    Investor agrees to destroy or return to the Company the
    Prospectus and all other documents concerning the Offering. The
    Investor may not withdraw this subscription or any amount paid
    pursuant thereto except as otherwise provided below. The
    Investor understands and agrees that (i) the Company’s
    obligations under this Agreement are not binding upon the
    Company until the Company accepts the Investor’s
    subscription, which acceptance is at the sole discretion of the
    Company and is to be evidenced by the Company’s execution
    of this Agreement where indicated; and (ii) the Company
    may, in its sole discretion, reject this subscription in whole
    or in part and reduce this subscription in any amount and to any
    extent, whether or not pro rata reductions are made to any other
    Investor’s subscription.



 



    3.3 The completion of the purchase and sale of the
    Shares (the “Closing”) shall occur at the offices of
    the Placement Agent on such date and at such time as determined
    by the Company (the “Closing Date”), which shall be as
    soon as practicable after the American Stock Transfer &
    Trust Company, as escrow agent (the “Escrow Agent”)
    shall have received all of the executed Agreements and the
    aggregate purchase price payable by all Investors subscribing to
    this Offering (jointly the “Escrowed Property”). The
    Escrowed Property will be held by the Escrow Agent until the
    Closing is confirmed by the Company and Placement Agent, under
    the terms and conditions set forth in the Escrow Agreement by
    and among the Company, the Placement Agent and the Escrow Agent
    substantially in the form attached hereto as
    Exhibit C (the “Escrow Agreement”). If the
    Closing does not occur, the funds will be returned to the
    Investor without interest or deduction. All wires should be sent
    to the Escrow Agent’s escrow account at:



 



    JP Morgan Chase

    55 Water Street

    New York, NY 10041

    ABA# 021 000 021

    Account 323212069



 








    Attention: Henry Reinhold, American Stock Transfer Company,

    as Escrow Agent for Amarin Corporation, plc



 



    At the Closing, upon written instruction of the Company and the
    Placement Agent, the Escrow Agent shall release the Escrowed
    Property (in accordance with the provisions of the Escrow
    Agreement) to the Company and the Company shall promptly:



 



    (a) deliver to the ADR Depositary’s custodian the
    Ordinary Share certificate in the name of National City Nominees
    Limited of Citigroup Centre, Canada Square, Canary Wharf,
    London, E14 5LB; and



 



    (b) instruct the ADR Depositary to issue ADRs in the Amount
    to be registered in (a) the name of the Investor; or,
    (b) in the name of a nominee designated by the Investor in
    writing; or (c) to a nominated DTC account designated by
    the Investor in writing; (as the case may be and as indicated on
    the Stock Certificate Questionnaire attached hereto as
    Exhibit B).




    

    2








 






    Prospective Investors should retain their own professional
    advisors to review and evaluate the economic, tax and other
    consequences of an investment in the Company.



 



    The Company’s obligation to issue the Shares to the
    Investors shall be subject to the following conditions, any one
    or more of which may be waived by the Company: (a) receipt
    by the Company of the purchase price for the Shares being
    purchased hereunder as set forth on Exhibit A
    hereto; and (b) the accuracy of the representations and
    warranties made by the Investors and the fulfillment of those
    undertakings of the Investors to be fulfilled prior to the
    Closing.



 



    Each Investor’s obligation to purchase the Shares shall be
    subject to the following conditions, any one or more of which
    may be waived by the Investor: (a) the trading in the ADRs
    shall not have been suspended by the Commission and the listing
    of the ADRs on Nasdaq (as defined below) shall have not been
    suspended by Nasdaq (except for any suspension of trading of
    limited duration agreed to by the Company, which suspension
    shall be terminated prior to the Closing Date); (b) no stop
    order suspending the effectiveness of the Registration Statement
    shall have been issued and no proceedings for that purpose shall
    have been initiated or threatened by the Commission;
    (c) the accuracy of the representations and warranties made
    by the Company and the fulfillment of those undertakings of the
    Company; and (d) the Company shall have delivered to the
    Placement Agent, for the benefit of such Investor, a
    certificate, duly executed by a senior executive officer of the
    Company, attesting to the satisfaction of the foregoing
    subsection (c). The Investors’ obligations are
    expressly not conditioned on the purchase by any or all of the
    other Investors, if any, of the Shares that they have agreed to
    purchase from the Company.



 



    4. Representations, Warranties and Covenants of the
    Company.  Except as otherwise described in the
    Prospectus and the Company’s filings with the Commission,
    to include without limitation the Company’s Annual Report
    on
    Form 20-F
    for the year ended December 31, 2004 and the Company’s
    Reports on
    Form 6-K
    furnished to the Commission since December 31, 2004
    (including the documents incorporated by reference in such
    filings, the “Commission Documents”), which qualify
    the following representations and warranties in their entirety,
    the Company hereby represents and warrants to, and covenants
    with, the Investors, as follows:



 



    4.1 Organization, Good Standing and
    Qualification.  The Company is a corporation duly
    organized and validly existing under the laws of England and
    Wales and has full corporate power and lawful authority to
    conduct its business as described in its Commission Documents.
    Each of the Company’s subsidiaries is duly organized and
    validly existing under the laws of the jurisdiction of its
    incorporation or organization.



 



    4.2 Status of Shares.  At the Closing
    Date, (i) the issuance and sale of the Shares to be sold on
    such date pursuant to this Agreement shall have been duly
    authorized by all necessary corporate action on the part of the
    Company, (ii) the Shares, when delivered to the Investors
    at the Closing against payment therefor as provided herein, will
    be validly issued, fully paid and nonassessable, free of all
    mortgages, pledges, liens, security interests, encumbrances,
    leases, and charges other than those granted or created by an
    Investor, and will not be subject to any preemptive rights,
    rights of first refusal, redemption rights or other restrictions
    on transfer, other than as imposed by applicable federal and
    state securities laws and other than those granted or created by
    an Investor; and (iii) the Ordinary Shares being sold
    hereunder will be registered under the Securities Act of 1933,
    as amended (the “Securities Act”) pursuant to the
    Registration Statement.



 



    4.3 Capitalization, Voting Rights.  The
    authorized, issued and outstanding capital stock of the Company
    is as set forth in its Commission Documents as of the date
    thereof; all issued and outstanding shares of capital stock of
    the Company are validly issued, fully paid and nonassessable.
    Except as set forth in the Commission Documents and except for
    shares reserved for issuance pursuant to employee and consultant
    benefit and option plans within the limits specified therein,
    there are no outstanding options, warrants, agreements,
    commitments, convertible securities, preemptive rights or other
    rights to subscribe for or to purchase any shares of capital
    stock of the Company nor are there any agreements, promises or
    commitments to issue any of the foregoing. Except as set forth
    in the Commission Documents, in this Agreement and as otherwise
    required by law, there are no restrictions upon the voting or
    transfer of the Shares pursuant to the Company’s Memorandum
    and Articles of Association or other organizational documents or
    other governing documents or any agreement or other instruments
    to which the Company is a party or by which the Company is bound.




    

    3








 





 



    4.4 Authorization; Enforceability.  The
    Company has all requisite corporate power and authority to
    execute, deliver and perform its obligations under this
    Agreement. All corporate action on the part of the Company, its
    directors and stockholders necessary for the authorization,
    execution, delivery and performance of this Agreement by the
    Company, the authorization, sale, issuance and delivery of the
    Shares and the performance of the Company’s obligations
    hereunder has been taken. This Agreement will constitute, when
    executed and delivered by the Company at the Closing, a legal,
    valid and binding obligation of the Company, enforceable against
    the Company in accordance with its terms, subject to laws of
    general application relating to bankruptcy, insolvency and the
    relief of debtors and rules of law governing specific
    performance, injunctive relief or other equitable remedies, and
    to limitations of public policy.



 



    4.5 No Conflict; Governmental Consents.



 



    (a) The execution and delivery by the Company of this
    Agreement, the consummation of the transactions contemplated
    hereby and the offer and sale of the Shares will not result in
    the violation of any material law, statute, rule, regulation,
    order, writ, injunction, judgment or decree of any court or
    governmental authority to or by which the Company is bound, or
    of any provision of the Memorandum and Articles of Association
    of the Company or the charter or other organizational documents
    of any of its subsidiaries, and will not conflict with, or
    result in a breach or violation of, any of the terms or
    provisions of, or constitute a default under, any lease, loan
    agreement, mortgage, security agreement, trust indenture or
    other agreement or instrument to which the Company is a party or
    by which it is bound or to which any of its properties or assets
    is subject, where such conflict, breach or default is likely to
    result in a material adverse effect on the operations or
    financial condition of the Company and its subsidiaries taken as
    a whole (a “Material Adverse Effect”).



 



    (b) No consent, waiver, approval, authorization or other
    order of any governmental authority is required to be obtained
    by the Company in connection with the authorization, execution
    and delivery of this Agreement or with the authorization,
    issuance and sale of the Shares, except such filings as may be
    required to be made, and which shall have been made at or prior
    to the required time, with the Commission, The Nasdaq Stock
    Market, Inc. (“Nasdaq”), and any state or foreign blue
    sky or securities regulatory authority.



 



    4.6 Licenses.  The Company has all
    licenses, permits and other governmental authorizations
    currently required for the conduct of its business or ownership
    of properties and is in all material respects complying
    therewith, except for any licenses, permits or other
    governmental authorizations, the lack of which would not likely
    result in a Material Adverse Effect.



 



    4.7 Litigation.  There is no legal action,
    suit, arbitration or other legal, administrative or governmental
    investigation pending or, to the knowledge of the Company,
    threatened against or affecting the Company or any of its
    subsidiaries or any of their respective properties before or by
    any court, governmental or administrative agency or regulatory
    authority which (i) relates to or challenges the legality,
    validity or enforceability of this Agreement, (ii) if
    adversely determined, would impair the ability of the Company to
    perform fully any obligations which it has under this Agreement,
    or (iii) could reasonably be expected to have a Material
    Adverse Effect.



 



    4.8 Listing.  Within 10 days
    following the Closing, the Company shall file a Notification
    Form: Listing of Additional Shares with Nasdaq with respect to
    the trading of the ADRs representing the Shares and hereby
    represents and warrants to the Placement Agent and the Investors
    that it will take any other necessary action in accordance with
    the rules of Nasdaq to enable such ADRs to trade on Nasdaq.
    There are no proceedings pending or, to the Company’s
    knowledge, threatened against the Company relating to the
    continued listing of the ADRs on Nasdaq and the Company has not
    received any notice of, nor to the knowledge of the Company is
    there any basis for, the delisting of the ADRs from Nasdaq.



 



    4.9 No Material Adverse Change.  Since
    December 31, 2004, the Company and its subsidiaries have
    conducted their business in the ordinary course and there has
    been no material adverse change in the financial condition,
    operating results, assets, operations, employee relations or
    supplier relations of the Company or its subsidiaries, provided
    that the incurrence of expenditures at levels consistent with
    the Company’s practices subsequent to the acquisition of
    Laxdale Limited, as adjusted for any additional expenditures
    incurred in connection with the conduct of clinical trials
    and/or
    research and development activities, shall not in any event be
    deemed to constitute a material adverse change hereunder.




    

    4








 





 



    4.10 Financial Statements.  The financial
    statements included in the Company’s Annual Report on
    Form 20-F
    for the fiscal year ended December 31, 2004 present fairly
    and accurately in all material respects the financial position
    of the Company as of the dates shown and its results of
    operations and cash flows for the periods shown, and such
    financial statements have been prepared in conformity with
    United Kingdom generally accepted accounting principles applied
    on a consistent basis.



 



    4.11 Disclosure.  Neither this Agreement,
    the Prospectus nor any of the Commission Documents contain any
    untrue statement of a material fact or omits to state a material
    fact necessary to make the statements contained herein or
    therein, in light of the circumstances under which such
    statements were made, not misleading.



 



    4.12 Accuracy of Reports.  All reports
    required to be filed by the Company within the three years prior
    to the date of this Agreement under the Securities Exchange Act
    of 1934, as amended, (the “Exchange Act”), have been
    duly and timely filed with the Commission. During the last three
    fiscal years, as of their respective dates, the Company’s
    Annual Reports on
    Form 20-F
    (after giving effect to the filing of any amendments thereto
    filed with the Commission), complied at the time of filing in
    all material respects with the requirements of their respective
    forms and, were complete and correct in all material respects as
    of the dates at which the information was furnished, and
    contained (as of such dates) no untrue statement of a material
    fact or omitted to state a material fact necessary in order to
    make the statements contained therein, in light of the
    circumstances under which they were made, not misleading.



 



    4.13 Registration Statement;
    Effectiveness.  At the Closing the sale and
    issuance by the Company of the Shares will be validly registered
    pursuant to the Registration Statement and such Shares and the
    ADRs representing such Shares will be issued without a
    restrictive legend.



 



    5. Representations, Warranties and Covenants of the
    Investors.



 



    5.1 Each Investor individually represents and
    warrants to, and covenants with, the Company that: (i) the
    Investor is knowledgeable, sophisticated and experienced in
    making, and is qualified to make decisions with respect to,
    investments in shares presenting an investment decision like
    that involved in the purchase of the Shares, including
    investments in Shares issued by the Company and investments in
    comparable companies, and has requested, received, reviewed and
    considered all information it deemed relevant in making an
    informed decision to purchase the Shares; (ii) the Investor
    is acquiring the number of Shares set forth on
    Exhibit A hereto in the ordinary course of its
    business and for its own account for investment only and with no
    present intention of distributing any of such Shares or any
    arrangement or understanding with any other persons regarding
    the distribution of such Shares in violation of the securities
    laws (this representation and warranty not limiting such
    Investor’s right to sell the Shares pursuant to the
    Registration Statement or otherwise in compliance with
    applicable federal and state securities laws); (iii) the
    Investor will not, directly or indirectly, offer, sell, pledge,
    transfer or otherwise dispose of (or solicit any offers to buy,
    purchase or otherwise acquire or take a pledge of) any of the
    Shares except in compliance with the Securities Act, applicable
    state securities laws and the respective rules and regulations
    promulgated thereunder; and (iv) the Investor, after giving
    effect to the transactions contemplated hereby, will not, either
    individually or with a group (as defined in
    Section 13(d)(3) of the Exchange Act), be the beneficial
    owner of 20% or more of the Company’s outstanding Ordinary
    Shares. For purposes of this Section 5.1, beneficial
    ownership shall be determined pursuant to
    Rule 13d-3
    under the Exchange Act.



 



    5.2  Each Investor outside the United States will
    comply with all applicable laws and regulations in each foreign
    jurisdiction in which it purchases, offers, sells or delivers
    Shares or has in its possession or distributes any offering
    material, in all cases at its own expense.



 



    5.3 Each Investor hereby covenants with the Company
    not to make any sale of the Shares without effectively causing
    the prospectus delivery requirement under the Securities Act to
    be satisfied. Each Investor acknowledges that there may
    occasionally be times when the Company, based on the advice of
    its counsel, determines that it must suspend the use of the
    Prospectus forming a part of the Registration Statement until
    such time as an amendment to the Registration Statement has been
    filed by the Company and declared effective by the Commission or
    until the Company has amended or supplemented such Prospectus,
    provided that the Company shall not be entitled to suspend the
    use of such Registration Statement for longer than sixty
    (60) days in any
    12-month
    period.




    

    5








 





 



    5.4 Each Investor further represents and warrants
    to, and covenants with, the Company that (i) the Investor
    has full right, power, authority and capacity to enter into this
    Agreement and to consummate the transactions contemplated hereby
    and has taken all necessary action to authorize the execution,
    delivery and performance of this Agreement, and (ii) this
    Agreement constitutes a valid and binding obligation of the
    Investor enforceable against the Investor 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 (regardless of whether such
    enforceability is considered in a proceeding in equity or at
    law) and except as the indemnification agreements of the
    Investors herein may be legally unenforceable.



 



    5.5 Each Investor has received and carefully
    reviewed the Prospectus and the Commission Documents and, to the
    extent the Investor deems appropriate, has discussed the
    Commission Documents with representatives of the Company. Each
    Investor is also aware of and acknowledges the following:



 



    (a) that no Federal or state agency has made any finding or
    determination regarding the fairness of this Offering for
    investment, or any recommendation or endorsement of the Shares;



 



    (b) that neither the officers, directors, agents,
    affiliates or employees of the Company, nor any other person,
    has expressly or by implication, made any representation or
    warranty concerning the Company other than as set forth in the
    Prospectus; and



 



    (c) that the past performance or experience of the Company,
    the Company’s officers, directors, agents, or employees,
    will not in any way indicate or predict the results of the
    ownership of Shares or of the Company’s activities.



 



    5.6 Each Investor understands that nothing in this
    Agreement or any other materials presented to the Investor in
    connection with the purchase and sale of the Shares constitutes
    legal, tax or investment advice. Each Investor acknowledges that
    no assurances have been made regarding any tax advantages which
    may accrue to him or it as a result of an investment in the
    Company, nor has any assurance been made that existing tax laws,
    regulations and administrative rulings will not be modified in
    the future, thus denying the Investor all or a portion of the
    tax benefits which may currently be, or which may become,
    available under existing tax laws, regulations or rulings. Each
    Investor represents that he or it has made such independent
    inquiries as he or it deems necessary to evaluate properly his
    or its investment in the Company, including consultation with
    such legal, tax and investment advisors as Investor, in its sole
    discretion, has deemed necessary or appropriate.



 



    5.7 Except as has been specifically disclosed by the
    Investor to the Company in writing, no sales commissions or
    similar payments have been paid or are or will be owed by the
    Investor to any third party in connection with the
    Investor’s purchase of the Shares subscribed for hereby.



 



    6. Notices.  All notices, requests,
    consents and other communications hereunder shall be in writing,
    shall be mailed (A) if within domestic United States by
    first-class registered or certified airmail, or nationally
    recognized overnight express courier, postage prepaid, or by
    facsimile, or (B) if delivered from outside the United
    States, by International Federal Express or facsimile, and shall
    be deemed given (i) if delivered by first-class registered
    or certified mail domestic, three business days after so mailed,
    (ii) if delivered by nationally recognized overnight
    carrier, one (1) business day after so mailed,
    (iii) if delivered by International Federal Express, two
    (2) business days after so mailed, (iv) if delivered
    by facsimile, upon electric confirmation of receipt and shall be
    delivered as addressed as follows:



 



    (a) if to the Company, to:



 



    Amarin Corporation plc

    7 Curzon Street

    London , W1J 5HG

    United Kingdom

    Fax: +44 (0) 207 499 9004

    Attn: General Counsel & Company Secretary




    

    6








 





 



    (b) if to the Investors, at their addresses on the on the
    signature page attached hereto, or at such other address or
    addresses as may have been furnished to the Company in writing.



 



    7. Future Investment Right.  If by
    March 15, 2006, the Company has not raised gross proceeds
    of at least $10 million (the “Future Financing
    Amount”) from one, or any combination of, the following
    sources: (i) revenues from the licensing or partnering of
    the Company’s intellectual property or proprietary
    information that are receivable prior to March 15, 2006;
    (ii) the issuance of Ordinary Shares at a price per
    Ordinary Share of at least $2.50;
    and/or
    (iii) funds received by the Company in connection with the
    exercise of outstanding warrants; then, at any time between
    March 15, 2006 and March 31, 2006, the Investor and
    the Other Investors shall have a pro rata right to make an
    equity investment in the Company, at a price per at a price per
    Ordinary Share of the lesser of $1.75 or 84% of the volume
    weighted average of closing prices of the ADRs on Nasdaq over
    the thirty trading days ending on March 15, 2006, in an
    amount up to the Future Financing Amount, less any amounts
    actually raised pursuant to subsections (i)-(iii) above. To the
    extent that the Investor or any Other Investor does not wish to
    take part in such financing, the unallocated portion of the
    Future Financing Amount will be allocated on a pro rata basis
    among those investors who have elected to take part in the
    financing until all of the Future Financing Amount has been
    allocated to investors that wish to take part in the financing.
    Notwithstanding anything to the contrary in this Section 8,
    the Future Financing Amount shall be reduced on a
    dollar-for-dollar
    basis to the extent that the gross amount raised in this
    Offering exceeds $15 million.



 



    8. Survival of Representations, Warranties and
    Agreements.  Notwithstanding any investigation
    made by any party to this Agreement or by the Placement Agent,
    all representations and warranties made by the Company and the
    Investor herein shall survive the execution of this Agreement,
    the delivery to the Investor of the Shares being purchased and
    the payment therefor for a period of 18 months. All
    covenants and agreements contained in this Agreement shall
    survive the execution of this Agreement, the delivery to the
    Investor of the Shares being purchased and the payment therefor
    in accordance with the terms of such covenant or agreement.



 



    9. No Assignment.  Neither this Agreement
    nor any of the rights or obligations of the Investor hereunder
    may be transferred or assigned by the Investor.



 



    10. Disputes.  The Company and each
    Investor hereby agree that any dispute which may arise between
    them arising out of or in connection with this Agreement may be
    adjudicated before a court located in New York City, and the
    Company and each Investor hereby submit to the non-exclusive
    jurisdiction of the courts of the State of New York located in
    New York, and of the federal courts in the Southern District of
    New York, with respect to any action or legal proceeding
    commenced by any party, and irrevocably waive any objection they
    now or hereafter may have respecting the venue of any such
    action or proceeding brought in such a court or respecting the
    fact that such court is an inconvenient forum, relating to or
    arising out of this Agreement or any acts or omissions relating
    to the sale of the Shares hereunder, and consent to the service
    of process in any such action or legal proceeding by means of
    registered or certified mail, return receipt requested, in care
    of the address set forth below or such other address as each
    Investor shall furnish in writing to the Company.



 



    11. Further Assurances.  The parties agree
    to execute any and all such other and further instruments and
    documents, and to take any and all such further actions
    reasonably required to effectuate this Agreement and the intent
    and purposes hereof.



 



    12. Changes.  This Agreement may not be
    modified or amended except pursuant to an instrument in writing
    signed by the Company and the Investors.



 



    13. Headings.  The headings of the various
    sections of this Agreement have been inserted for convenience of
    reference only and shall not be deemed to be part of this
    Agreement.



 



    14. Severability.  In case any provision
    contained in this Agreement should be invalid, illegal or
    unenforceable in any respect, the validity, legality and
    enforceability of the remaining provisions contained herein
    shall not in any way be affected or impaired thereby.



 



    15. Governing Law.  This Agreement shall
    be governed by, and construed in accordance with, the internal
    laws of the State of New York, without giving effect to the
    principles of conflicts of law.




    

    7








 





 



    16. Counterparts.  This Agreement may be
    executed in two or more counterparts, each of which shall
    constitute an original, but all of which, when taken together,
    shall constitute but one instrument, and shall become effective
    when one or more counterparts have been signed by each party
    hereto and delivered to the other parties.



 



    17. Confidential Disclosure
    Agreement.  Notwithstanding any provision of this
    Agreement to the contrary, any confidential disclosure agreement
    previously executed by the Company and the Investors in
    connection with the transactions contemplated by this Agreement
    shall remain in full force and effect in accordance with its
    terms following the execution of this Agreement and the
    consummation of the transactions contemplated hereby.



 



    18. Third Party Beneficiary.  Nothing in
    this Agreement shall create or be deemed to create any rights in
    any person or entity not a party to this Agreement.



 




    [Signatures
    Follow]
    




    

    8








 






    IN WITNESS WHEREOF, the Investor has executed this
    Agreement on
    this          day
    of May, 2005.



 


	 	 	 
	
    For Individual Investors:
	
 
	
    For Investors other than Individuals:

	 

	
        


    
Signature
    
	
 
	
        


    
Name
    of Entity (Please Print)
    

	
 
	
 
	
 

	
        


    
Name
    (Please Print)
    
	
 
	
        


    By: _
    _Signature
    

	
 
	
 
	
 

	
 
	
 
	
        


    
Name
    (Please Print)
    

	
 
	
 
	
 

	
 
	
 
	
        


    
Title
    









 


	 	 	 
	

    All Investors:


	
 
	
 

	

    




	
 
	
    Aggregate Purchase
    Commitment:

    

	
 
	
 
	
    US$: _
    _
    

	

    




	
 
	
    Price Per
    Share:  $1.30
    









 


 



    On this    day of May, 2005, on behalf of the
    Company, a subscription for
    $        of Shares is
    hereby accepted by the Company.



 



    AMARIN CORPORATION PLC



 


			
	 	    By: 
	
        









    Name:




    Title:




    

    9








 







    EXHIBIT
    A



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
    Investor Name

    
	
 
	
 
	
    Total Subscription

    
	
 
	
 
	
 
	
    Price

    
	
 
	
 
	
 
	
    Number of Shares

    
	
 

	
    and Address
	
 
	
 
	
    Amount in US$
	
 
	
 
	
 
	
    per Share
	
 
	
 
	
 
	
    to be Issued
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    $
	
    1.30
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 



















 







    EXHIBIT
    B

    



 




    AMARIN
    CORPORATION PLC

    



 




    STOCK
    CERTIFICATE QUESTIONNAIRE



 



    Pursuant to the terms of the Agreement, please provide us with
    the following information (as applicable) so that we can issue
    ADRs to you either through the DTC system or in
    paper/certificated form:



 


		
	
    A)  
	
    FOR A DTC
    ELECTRONIC CREDIT OF ADRS




 


	 	 	 
	
    1.  DTC Account details:
    
	
 
	
    Name of DTC Account holder:

    

	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    Account Holder Number:

    

	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    Address of DTC
    Account Holder:

    

	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    Client
    Account
    (“registered holder”) number at DTC Account

    
    

	
 
	
 
	
    


	
 
	
 
	
 

	

    2.  The relationship
    between the Investor and the registered holder listed in
    response to item 1 above:
    


	
 
	
    


	
 
	
 
	
 

	

    3.  The mailing address
    of the registered holder listed in response to item 1 above:
    


	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
 

	
 
	
 
	
    


	
 
	
 
	
 

	

    4.  The Social Security
    Number or Tax Identification Number of the registered holder
    listed in the response to item 1 above:
    


	
 
	
    















 





	 	 	 
	

    B)  FOR PAPER ADR
    CERTIFICATES



	

    1.  The exact name that
    your American Depositary Receipts are to be registered in (this
    is the name that will appear on your stock certificate(s)). You
    may use a nominee name if appropriate:
    


	
 
	
    


	
 
	
 
	
 

	

    2.  The relationship
    between the Investor and the registered holder listed in
    response to item 1 above:
    


	
 
	
    


	
 
	
 
	
 

	

    3.  The mailing address
    of the registered holder listed in response to item 1 above:
    


	
 
	
    


	
 
	
 
	
 

	

    4.  The Social Security
    Number or Tax Identification Number of the registered holder
    listed in the response to item 1 above:
    


	
 
	
    

    



















 





 




    EXHIBIT
    C



 



    FORM OF ESCROW AGREEMENT