exv4w67



 







    Exhibit 4.67



 




    PURCHASE
    AGREEMENT



 



    Amarin Corporation plc




    7 Curzon Street




    London W1J 5HG, England



 



    Ladies and Gentlemen:



 



    The undersigned,
              
    (the “Investor”), hereby confirms its agreement with
    you as follows:



 



    1. This Purchase Agreement (the “Agreement”) is
    made as of October 18, 2006 between Amarin Corporation plc,
    a public limited company registered in England and Wales (the
    “Company”), and the Investor.



 



    2. Pursuant to the terms of the offer contained in the
    prospectus included in the Registration Statement on
    Form F-3,
    File
    No. 333-135718
    (the “Registration Statement”), which registration
    statement was filed with the Securities and Exchange Commission
    (the “Commission”) on July 12, 2006 and was
    declared effective by the Commission on August 2, 2006, and
    is effective on the date hereof 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
              
    ordinary shares, £0.05 par value per share, (the
    “Shares”) of the Company at a per share purchase price
    of $      per Share.



 



    3. The Investor hereby requests that the Company issue the
    Shares within three New York business days after the date
    hereof, following payment of the purchase price therefor as
    provided herein, and directs the Company to issue the Shares in
    the name of National City Nominees Limited of Citigroup Centre,
    Canada Square, Canary Wharf, London, E14 5LB, being the nominee
    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 below by, the
    Investor.



 



    4. The Company will advise the Investor after receipt of
    this subscription whether this subscription has been accepted or
    rejected. If this subscription is rejected, the amount paid by
    the Investor herewith shall 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 the Investor agrees to destroy or return to the Company
    the Prospectus and all other documents concerning the offering
    of the Shares. 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
    third party subscriber’s subscription.



 



    5. The completion of the purchase and sale of the Shares
    (the “Closing”) shall occur at the office of Cahill
    Gordon & Reindel
    llp, at
    10:00 A.M., New York City time, on
    October   , 2006 (or at such other place as shall
    be agreed upon by Banc of America Securities LLC (the
    “Placement Agent”) and the Company) (the “Closing
    Date”). The Investor shall wire funds for the Shares by
    5:00 p.m. New York City time on Wednesday, October 18,
    2006. All wires should be sent to the Company’s account at:



 


	 	 	 
	

    Bank:
    


	
 
	
    Wachovia Bank, NY, USA.
    

	

    ABA No:
    


	
 
	
    026-005-092
    

	

    For the account of:
    


	
 
	
    Lloyds TSB plc
    

	

    Swift Code:
    


	
 
	
    PNBPUS3NNYC
    



















 






    For further credit to:



 


	 
	

    Lloyds TSB,
    



	

    Minster Place
    



	

    Ely, Cambridge
    



	

    CB7 4EN
    



	

    U.K
    











 


	 	 	 
	

    Account Name:
    


	
 
	
    Amarin Corporation plc
    

	

    Account No:
    


	
 
	
    11427458
    

	

    Sort Code:
    


	
 
	
    30 - 93 - 05
    

	

    Swift Code:
    


	
 
	
    LOYDGB21265
    

	

    IBAN No:
    


	
 
	
    GB82 LOYD 3093 0511 4274 58
    









 



    6. At the Closing, subject to receipt of the funds by the
    Company within the time prescribed and otherwise in accordance
    with this Agreement, the Company shall promptly:



 



    (a) to cause the CREST account of the nominee of the ADR
    Depositary to be credited with the Shares purchased
    hereby; and



 



    (b) instruct the ADR Depositary to issue ADRs in the amount
    to be registered to a nominated Depository Trust Company
    (“DTC”) account designated by the Investor in writing,
    in each case, as indicated below.



 



    7. The Investor 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, (ii) the Investor has such
    knowledge and experience in financial and business matters that
    the Investor is capable of evaluating the merits and risks of
    the transactions contemplated hereby, (iii) the Investor is
    purchasing the Shares for its own account, in the ordinary
    course of its business and the Investor has no arrangement,
    directly or indirectly, with any person to participate in the
    distribution of the Shares, and (iv) 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
    Investor herein may be legally unenforceable.



 



    8. The Investor has received and carefully reviewed the
    Prospectus. The 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 subscription 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 or
    performance.



 



    9. 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.



 



    10. 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.













 





 



    Please confirm that the foregoing correctly sets forth the
    agreement between us by signing in the space provided below for
    that purpose.



 



    Investor Name:



 





 



    Address:



 





 





 





 



    Telephone:



 





 



    Facsimile:



 





 



    Email:



 





 



    Social Security Number or Tax Identification Number:



 





 



    DTC Account Details:



 



    Name of DTC Participant:



 






    (your broker or custodian bank)



 



    Address of DTC Participant:



 






    (address of your broker

    or custodian bank)



 





 





 



    DTC Participant Account Number:



 





 



    Client Account (“Account Holder”)

    number at DTC Participant:



 





 



    Address of Account Holder:



 





 





 















 






    
INVESTOR
    NAME



 


			
	    By: 
	
        

	 







    Name: 



				
	 	    Title: 
	

	 



 



    AGREED AND ACCEPTED:



 



    Amarin Corporation plc, a public company registered in England
    and Wales



 


			
	    By: 
	
        

	 







    Name: 



				
	 	    Title: