exv4w68



 







    Exhibit 4.68




     



 




    October 26,
    2006
    



 



    Multicell Technologies, Inc.




    701 George Washington Highway




    Lincoln




    RI 02865




    USA



 



    Dear Sirs



 


 



    Worldwide Exclusive License Agreement dated
    December 31st 2005 made between Multicell Technologies,
    Inc. (“Multicell”) and Amarin Neuroscience Limited
    (“Amarin”) (the “Agreement”)



 



    We refer to the Agreement, as amended by letter agreement dated
    June 27, 2006 (“First Amendment Letter”)
    and to recent discussions between Multicell and Amarin relating
    to the payment of the sum of $400,000 (the “Sum”)
    remaining payable by Multicell to Amarin pursuant to
    Section 3.2(a) of the Agreement, as amended by the First
    Amendment Letter.



 



    As per your proposal and our further discussions, it is agreed
    that the milestone and payment terms for the Sum (as set out in
    the Agreement, as amended by the First Amendment Letter) shall
    be further revised to payment by instalment
    (“Instalment(s)”) as follows:



 


				
	 	    • 
	
    $100,000 due on November 3, 2006;
	 
	 
	 	    • 
	
    $300,000 due on December 15, 2006
	 



 



    Notwithstanding the above, the Sum or any outstanding
    Instalment, shall in any event be due and payable in full by
    December 15, 2006.



 



    In the event that Multicell should raise finance in excess of
    $3,000,000 in a financing (other than bridging finance or equity
    line credit) prior to December 15, 2006, all outstanding
    amounts of the Sum shall be immediately payable.



 



    In the event that Multicell defaults in paying any of the Sum
    and/or the Instalments and notwithstanding Section 9.2(a)
    of the Agreement, Amarin shall, at its option, thereafter be at
    liberty to terminate the Agreement on the giving of seven
    (7) days prior written notice to Multicell at any time.



 



    For the avoidance of doubt Multicell shall have no cure period
    in respect of the non payment of the above Sum and/or the
    Instalments by the due date(s) set forth above.



 


													
	    Amarin
    Neuroscience Ltd
    	    •
    	    1 st
    Floor
    	    •
    	    Magdalen
    Centre North
    	    •
    	    The
    Oxford Science Park
    	    •
    	    Oxford
    	    •
    	    OX4 4GA
    	    •
    	    UK
    



							
	    Tel:
    +44 (0)1865 784210
    	    •
    	    Fax:
    +44 (0)1865 784213
    	    •
    	    Email:
    admin@amarin-neuro.com
    	    •
    	    Www.amarincorp.com
    



 



    Registered
    In Scotland No. 179838
    




    Registered
    Office: 4th Floor • Saltire
    Court • 20 Castle
    Terrace • Edinburgh • EHI 2EN • Scotland • UK
    













 






    
    



 



    - 2 -
    



 


 



    In the event that this letter agreement is not counter signed by
    Multicell and returned to Amarin on or before
    October 27,2006, then this letter agreement shall be null
    and void.



 



    Save as set out above, the parties’ respective rights and
    obligations under the Agreement shall remain unaffected.



 


 



    Yours faithfully



 



    



 


 



    Amendment terms agreed



 



    



 


													
	    Amarin
    Neuroscience Ltd
    	    •
    	    1 st
    Floor
    	    •
    	    Magdalen
    Centre North
    	    •
    	    The
    Oxford Science Park
    	    •
    	    Oxford
    	    •
    	    OX4 4GA
    	    •
    	    UK
    



							
	    Tel:
    +44 (0)1865 784210
    	    •
    	    Fax:
    +44 (0)1865 784213
    	    •
    	    Email:
    admin@amarin-neuro.com
    	    •
    	    Www.amarincorp.com
    



 



    Registered
    In Scotland No. 179838
    




    Registered
    Office: 4th Floor • Saltire
    Court • 20 Castle
    Terrace • Edinburgh • EHI 2EN • Scotland • UK