exv4w64



 





 




    EXHIBIT 4.64



 




    SECURITIES
    PURCHASE AGREEMENT



 



    This SECURITIES PURCHASE AGREEMENT (this
    “Agreement”), dated as of January 23,
    2006, is made by and among Amarin Corporation plc, a company
    incorporated under the laws of England and Wales (the
    “Company”), and [NAME], together with his
    permitted transferees (the “Purchaser”).



 




    RECITALS:



 



    A. The Company and the Purchaser are executing and
    delivering this Agreement in reliance upon the exemption from
    the registration requirements of the Securities Act afforded by
    Section 4(2) thereof
    and/or
    Regulation D or Regulation S thereunder.



 



    B. The Purchaser desires to purchase and the Company
    desires to sell, upon the terms and conditions stated in this
    Agreement, Ordinary Shares (as defined below) and Warrants (as
    defined below) in an aggregate amount of up to
    US$[     ].



 



    C. The capitalized terms used herein and not otherwise
    defined have the meanings given them in Article 7.



 




    AGREEMENT



 



    In consideration of the premises and the mutual covenants
    contained herein and other good and valuable consideration, the
    receipt and sufficiency of which are hereby acknowledged, the
    Company and the Purchaser hereby agree as follows:



 




    ARTICLE 1

    



 




    PURCHASE AND
    SALE OF SECURITIES
    



 



    Section 1.1.  Purchase
    and Sale of Securities.  At the Closing, the
    Company will issue and sell the Purchaser, and the Purchaser
    will purchase from the Company the number of Ordinary Shares
    (the “Shares”) and the number of the warrants
    to purchase Ordinary Shares (substantially in the form attached
    as Exhibit B hereto) (the “Warrants”) set
    forth opposite the Purchaser’s name on Exhibit A
    hereto (the Shares and Warrants referred to collectively as the
    “Securities”). The purchase price for each unit
    of the Securities shall be US$2.50 (the “Purchase
    Price”). For each one Share purchased by a Purchaser,
    such Purchaser shall receive a Warrant to purchase 0.35 of an
    Ordinary Share at an exercise price per share equal to US$3.06
    (representing 120% of the closing price of the American
    Depositary Shares of the Company (the “ADSs”)
    as reported on Nasdaq (symbol “AMRN”) on
    January 20, 2006 (the “ADS Closing
    Price”)).



 



    Section 1.2.  Payment.  At
    or prior to the Closing, the Purchaser will pay the aggregate
    Purchase Price set forth opposite its name on Exhibit A
    hereto by wire transfer of immediately available funds to the
    Company in accordance with wire instructions provided by the
    Company to the Purchaser prior to the Closing. The Company will
    instruct its registrar to deliver to the Purchaser, on an
    expedited basis, a certificate evidencing the number of Shares
    set forth on Exhibit A in the name of such Purchaser and
    will deliver Warrants to purchase the Warrant Shares against
    delivery of the aggregate Purchase Price on the Closing Date.



 



    Section 1.3.  Closing
    Date.  The closing of the transaction contemplated
    by this Agreement (the “Closing”) will take
    place January 26, 2006 (the “Closing
    Date”) at the offices of Cahill Gordon &
    Reindel LLP, 80
    Pine Street, New York, New York
    10005-1702
    or at such other time and place as shall be agreed upon by the
    Company and Purchaser.













 





 




    ARTICLE 2

    



 




    REPRESENTATIONS
    AND WARRANTIES OF THE COMPANY
    



 



    Except as specifically contemplated by this Agreement or as set
    forth in the SEC Documents (as defined herein) or the Disclosure
    Schedules (as defined herein), which Disclosure Schedules are
    attached hereto and shall be deemed a part hereof, the Company
    hereby represents and warrants as follows:



 



    Section 2.1.  Organization
    and Qualification.  The Company and each
    Subsidiary are duly incorporated and validly existing under the
    laws of the jurisdiction of incorporation or formation, with the
    requisite corporate power and authority under such laws to
    conduct its business as currently conducted as disclosed in the
    SEC Documents. The Company has corporate power and authority to
    do business in each jurisdiction in which the nature of the
    business conducted by it or property owned by it makes such
    qualification necessary, except where the failure to be so
    authorized would not reasonably be expected to have a Material
    Adverse Effect. The Company has no Subsidiaries other than as
    disclosed in the SEC Documents which, in each case, is wholly
    owned by the Company.



 



    Section 2.2.  Authorization;
    Enforcement.  The Company has all requisite
    corporate power and authority to enter into and to perform its
    obligations under this Agreement, to consummate the transactions
    contemplated hereby and to issue the Securities in accordance
    with the terms hereof. The execution, delivery and performance
    of this Agreement by the Company and the consummation by it of
    the transactions contemplated hereby (including the issuance of
    the Securities) have been duly authorized by the Company’s
    Board of Directors and no further consent or authorization of
    the Company, its Board of Directors, or its shareholders is
    required. This Agreement has been duly executed by the Company
    and, when delivered in accordance with the terms hereof,
    constitutes a legal, valid and binding obligation of the Company
    enforceable against the Company in accordance with its terms,
    except as enforceability may be limited by applicable
    bankruptcy, insolvency, reorganization, or moratorium or similar
    laws affecting creditors’ and contracting parties’
    rights generally and except as enforceability may be subject to
    general principles of equity (including, without limitation,
    concepts of materiality, reasonableness, good faith and fair
    dealing) and except as rights to indemnity and contribution may
    be limited by applicable laws or public policy underlying such
    laws.



 



    Section 2.3.  Capitalization.  The
    capitalization of the Company is as set forth in the SEC
    Documents as adjusted to give effect to the Company’s
    private placement of its ordinary shares and warrants
    consummated on December 21, 2005 (the “December
    Private Placement”). All of the issued shares of
    capital stock of the Company are validly issued and fully paid.
    Except as a result of the purchase and sale of the Securities,
    the purchase and sale of the securities under the December
    Private Placement and as set forth in the SEC Documents, there
    are no outstanding options, warrants, rights to subscribe to, or
    securities, rights or obligations convertible into, or giving
    any person any right to subscribe for or acquire, any Ordinary
    Shares or any options, warrants, rights or other instruments
    convertible into or exchangeable for, Ordinary Shares. The
    Company’s Memorandum of Association and Articles of
    Association (the “Memorandum and Articles of
    Association”), as in effect on the date hereof, are
    filed as exhibits to the SEC Documents.



 



    Section 2.4.  Issuance
    of Securities.  The Shares and all of the Ordinary
    Shares to be issued upon exercise of the Warrants (the
    “Warrant Shares”) are within the authorized
    share capital of the Company and, upon issuance in accordance
    with the terms of this Agreement (and in case of the Warrant
    Shares, the Warrants), will be validly issued and fully paid
    and, except for antidilution adjustments described in
    Schedule 1 of the Disclosure Schedules, will not be subject
    to preemptive rights or other similar rights of shareholders of
    the Company.



 



    Section 2.5.  No
    Conflicts; Government Consents and Permits.



 



    (a) The execution, delivery and performance of this
    Agreement by the Company and the consummation by the Company of
    the transactions contemplated hereby (including the issuance of
    the Securities) will not (i) conflict with or result in a
    violation of any provision of its Memorandum and Articles of
    Association or require the approval of the Company’s
    shareholders, (ii) violate or conflict with, or result in a
    material breach of any provision of, or constitute a default
    under, any agreement, indenture, or instrument to which the
    Company or its Subsidiary is a party, or (iii) subject to
    receipt of Required Approvals (as defined below), result in a
    violation of any applicable law, rule, regulation, order,
    judgment or decree (including United States federal and state
    securities laws and regulations and regulations of any
    self-regulatory organizations to which the Company or its
    securities are subject) applicable to the




    

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    Company or its Subsidiary, except in the case of
    clauses (ii) and (iii) only, for such conflicts,
    breaches, defaults, and violations as would not reasonably be
    expected to have a Material Adverse Effect.



 



    (b) Assuming the accuracy of the Purchaser’s
    representations and warranties in Article 3 hereof, the
    Company is not required to obtain any consent, authorization or
    order of, or make any filing or registration with, any court or
    governmental agency or any regulatory or self regulatory agency
    in order for it to execute, deliver or perform any of its
    obligations under this Agreement in accordance with the terms
    hereof, or to issue and sell the Securities in accordance with
    the terms hereof, other than such as have been made or obtained,
    and except for (i) the registration of the Shares and
    Warrant Shares under the Securities Act pursuant to
    Section 6 hereof, (ii) any filings required to be made
    under English law or U.S. federal or state or foreign
    securities laws, and (iii) any required filings or
    notifications regarding the issuance or listing of additional
    shares with Nasdaq (collectively, the “Required
    Approvals”).



 



    (c) The Company and each Subsidiary have all franchises,
    permits, licenses, and any similar authority necessary for the
    conduct of its business as now being conducted by it as
    described in the SEC Documents, except for such franchise,
    permit, license or similar authority, the lack of which would
    not reasonably be expected to have a Material Adverse Effect
    (“Material Permits”). Neither the Company nor
    its Subsidiary has received any actual notice of any proceeding
    relating to revocation or modification of any Material Permit.



 



    Section 2.6.  SEC
    Documents, Financial Statements.  The Company has
    filed all reports required to be filed by it under the Exchange
    Act for the two years preceding the date hereof (all of the
    foregoing filed prior to the date hereof and all exhibits
    included therein and financial statements and schedules thereto
    and documents (other than exhibits) incorporated by reference
    therein, being hereinafter referred to as the “SEC
    Documents”) on a timely basis or has received a valid
    extension of such time of filing and has filed any such SEC
    Document prior to the expiration of any such extension. As of
    their respective dates, the SEC Documents complied in all
    material respects with the requirements of the Exchange Act and
    the rules and regulations of the SEC promulgated thereunder
    applicable to the SEC Documents, and none of the SEC Documents,
    at the time they were filed with the SEC, contained any untrue
    statement of a material fact or omitted to state a material fact
    necessary in order to make the statements therein, in the light
    of the circumstances under which they were made, not misleading.
    As of their respective dates, the Financial Statements and the
    related notes complied as to form in all material respects with
    applicable accounting requirements and the published rules and
    regulations of the SEC with respect thereto. The Financial
    Statements and the related notes have been prepared in
    accordance with accounting principles generally accepted in the
    United Kingdom, consistently applied, during the periods
    involved (except (i) as may be otherwise indicated in the
    Financial Statements or the notes thereto, or (ii) in the
    case of unaudited interim statements, to the extent they may not
    include footnotes, may be condensed or summary statements or may
    conform to the SEC’s rules and instructions for annual
    reports on
    Form 20-F)
    and fairly present in all material respects the consolidated
    financial position of the Company as of the dates thereof and
    the consolidated results of its operations and cash flows for
    the periods then ended (subject, in the case of unaudited
    statements, to normal year-end audit adjustments).



 



    Section 2.7.  [Reserved]



 



    Section 2.8.  Accounting
    Controls.  Except as described or referred to in
    the SEC Documents, the Company maintains a system of accounting
    controls sufficient to provide reasonable assurances that
    (i) transactions are executed in accordance with
    management’s general or specific authorization,
    (ii) transactions are recorded as necessary to permit
    preparation of financial statements in conformity with generally
    accepted accounting principles as applied in the United Kingdom
    and to maintain accountability for assets, (iii) access to
    assets is permitted only in accordance with management’s
    general or specific authorization, and (iv) the recorded
    accountability for assets is compared with existing assets at
    reasonable intervals and appropriate action is taken with
    respect to any differences.



 



    Section 2.9.  Absence
    of Litigation.  Except as described or referred to
    in the SEC Documents, as of the date hereof, there is no action,
    suit, proceeding or investigation before or by any court, public
    board, government agency, self-regulatory organization or body
    pending or, to the Company’s knowledge, threatened against
    the Company or any Subsidiary that if determined adversely to
    the Company or such Subsidiary would reasonably be expected to
    have a Material Adverse Effect. Neither the Company or any
    Subsidiary, nor any director or officer thereof, is or has been
    the subject of any action involving a claim of violation of or
    liability under federal or state securities laws or a




    

    3








 






    claim of breach of fiduciary duty relating to the Company. There
    has not been, and to the knowledge of the Company, there is not
    pending or contemplated, any investigation by the SEC involving
    the Company or any Subsidiary or any director or officer of
    thereof. The Company has not received any stop order or other
    order suspending the effectiveness of any registration statement
    filed by the Company under the Exchange Act or the Securities
    Act and, to the Company’s knowledge, the SEC has not issued
    any such order.



 



    Section 2.10.  Intellectual
    Property Rights.  The Company and each Subsidiary
    have, or have rights to use, all patents, patent applications,
    trademarks, trademark applications, service marks, trade names,
    copyrights, licenses and other similar rights necessary or
    material for use in connection with their respective businesses
    as currently being conducted as described in the SEC Documents
    and which the failure to so have would not reasonably be
    expected to have a Material Adverse Effect (collectively, the
    “Intellectual Property Rights”). Neither the
    Company nor any Subsidiary has received a written notice that
    the Intellectual Property Rights used by the Company or such
    Subsidiary violates or infringes upon the rights of any person.
    Except as set forth in the SEC Documents, to the knowledge of
    the Company, all such Intellectual Property Rights are
    enforceable and there is no existing infringement by another
    person of any of the Intellectual Property Rights.



 



    Section 2.11.  Commissions.  The
    Company has taken no action that would give rise to any claim by
    any person for brokerage commissions, placement agent’s
    fees or similar payments relating to this Agreement or the
    transactions contemplated hereby.



 



    Section 2.12.  Investment
    Company.  The Company is not and, after giving
    effect to the offering and sale of the Securities, will not be
    an “investment company” as such term is defined in the
    Investment Company Act of 1940, as amended (the
    “Investment Company Act”). The Company shall
    conduct its business in a manner so that it will not become
    subject to the Investment Company Act.



 



    Section 2.13.  No
    Material Adverse Change.  Since December 31,
    2004, except as described or referred to in the SEC Documents
    and except for cash expenditures in the ordinary course of
    business, there has not been any change in the assets, business,
    properties, financial condition or results of operations of the
    Company that would reasonably be expected to have a Material
    Adverse Effect. Since December 31, 2004, except as
    described or referred to in the SEC Documents, (i) there
    has not been any dividend or distribution of any kind declared,
    set aside for payment, paid or made by the Company on any class
    of capital stock, (ii) the Company has not sustained any
    material loss or interference with the Company’s business
    from fire, explosion, flood or other calamity, whether or not
    covered by insurance, or from any labor disturbance or dispute
    or any action, order or decree of any court or arbitrator or
    governmental or regulatory authority, and (iii) the Company
    has not incurred any material liabilities except in the ordinary
    course of business.



 



    Section 2.14.  Nasdaq
    Capital Market.  The ADSs are listed on the Nasdaq
    Capital Market, and, to the Company’s knowledge, there are
    no proceedings to revoke or suspend such listing. Except as
    described or referred to in the SEC Documents or the Disclosure
    Schedules, the Company is in compliance with the requirements of
    Nasdaq Capital Market.



 



    Section 2.15.  Acknowledgment
    Regarding Purchaser’s Purchase of
    Securities.  The Company acknowledges and agrees
    that the Purchaser is acting solely in the capacity of an
    arm’s length purchaser with respect to this Agreement and
    the transactions contemplated hereby. The Company further
    acknowledges that the Purchaser is not acting as a financial
    advisor or fiduciary of the Company (or in any similar capacity
    with respect to the Company) with respect to this Agreement and
    the transactions contemplated hereby and any advice given by the
    Purchaser or any of their respective representatives or agents
    to the Company in connection with this Agreement and the
    transactions contemplated hereby is merely incidental to the
    Purchaser’s purchase of the Securities. The Company further
    represents to the Purchaser that the Company’s decision to
    enter into this Agreement has been based on the independent
    evaluation of the transactions contemplated hereby by the
    Company and its representatives.



 



    Section 2.16.  Accountants.  PricewaterhouseCoopers
    LLP, which the Company expects will express its opinion with
    respect to the audited financial statements to be included as a
    part of the Registration Statement prior to the filing of the
    Registration Statement, are an independent public accounting
    firm as required by the Securities Act.



 



    Section 2.17.  Insurance.  The
    Company and each Subsidiary are insured by insurers of
    recognized financial responsibility against such losses and
    risks and in such amounts as the Company believes are prudent




    

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    and customary for a company (i) in the business (currently
    limited to the clinical trial stage) and locations in which the
    Company and each Subsidiary are engaged and (ii) with the
    resources of the Company and each Subsidiary. The Company has
    not received any written notice that the Company or any
    Subsidiary will not be able to renew its existing insurance
    coverage as and when such coverage expires. The Company believes
    it will be able to obtain similar coverage at reasonable cost
    from similar insurers as may be necessary to continue its
    business.



 



    Section 2.18.  Foreign
    Corrupt Practices.  Since January 1, 2004,
    neither the Company, nor to the Company’s knowledge, any
    director, officer, agent, employee or other person acting on
    behalf of the Company has, in the course of its actions for, or
    on behalf of, the Company (i) used any corporate funds for
    any unlawful contribution, gift, entertainment or other unlawful
    expenses relating to political activity; (ii) made any
    direct or indirect unlawful payment to any foreign or domestic
    government official or employee from corporate funds;
    (iii) violated or is in violation of in any material
    respect any provision of the U.S. Foreign Corrupt Practices
    Act of 1977, as amended; or (iv) made any unlawful bribe,
    rebate, payoff, influence payment, kickback or other unlawful
    payment to any foreign or domestic government official or
    employee.



 



    Section 2.19.  No
    Integration; General Solicitation.  Neither the
    Company nor any of its affiliates, nor any person acting on its
    or their behalf (other than the Placement Agent of the December
    Private Placement as to which the Company makes no
    representation) has, directly or indirectly, made any offers or
    sales of any security or solicited any offers to buy any
    security, under circumstances that would cause this offering of
    the Securities to be integrated with any prior offering by the
    Company for purposes of the Securities Act other than the
    December Private Placement or any applicable shareholder
    approval provisions. Neither the Company nor any of its
    affiliates, nor any person acting on its or their behalf, has
    offered or sold any of the Securities by any form of general
    solicitation or general advertising. The Company has offered the
    Securities for sale only to the Purchaser and certain other
    institutional “accredited investors” within the
    meaning of paragraphs (1), (2), (3) or (7) of
    Rule 501 under the Securities Act and Persons who are not
    “U.S. persons” within the meaning of
    Rule 902(k) under the Securities Act.



 



    Section 2.20.  No
    Registration Rights.  No person has the right to
    (i) prohibit the Company from filing the Registration
    Statement or (ii) other than the purchasers of the
    Company’s securities in the December Private Placement,
    require the Company to register any securities for sale under
    the Securities Act by reason of the filing of the Registration
    Statement. The granting and performance of the registration
    rights under this Agreement will not violate or conflict with,
    or result in a breach of any provision of, or constitute a
    default under, any agreement, indenture, or instrument to which
    the Company or any Subsidiary is a party.



 



    Section 2.21.  Taxes.  The
    Company has filed (or has obtained an extension of time within
    which to file) all necessary federal, state and foreign income
    and franchise tax returns and has paid all taxes shown as due on
    such tax returns, except where the failure to so file or the
    failure to so pay would not reasonably be expected to have a
    Material Adverse Effect.



 



    Section 2.22.  Real
    and Personal Property.  Except as referred to or
    described in the SEC Documents, the Company and each Subsidiary
    have good and marketable title to, or have valid rights to lease
    or otherwise use, all items of real and personal property that
    are material to the business of the Company and its Subsidiary,
    free and clear of all liens, encumbrances, claims and defects
    and imperfections of title except those that (i) do not
    materially interfere with the use of such property by the
    Company and the Subsidiary or (ii) would not reasonably be
    expected to have a Material Adverse Effect.



 



    Section 2.23.  Application
    of Takeover Protections.  The execution and
    delivery of this Agreement and the consummation of the
    transactions contemplated hereby will not impose any restriction
    on the Purchaser, or create in any party (including any current
    shareholder of the Company) any rights, under any share
    acquisition, business combination, poison pill (including any
    distribution under a rights agreement), or other similar
    anti-takeover provisions under the Company’s charter
    documents or the laws of England and Wales.



 



    Section 2.24.  No
    Manipulation of Stock.  The Company has not taken,
    nor will it take, directly or indirectly any action designed to
    stabilize or manipulate the price of the ADSs or any security of
    the Company to facilitate the sale or resale of any of the
    Shares.



 



    Section 2.25.  Related
    Party Transactions.  Except with respect to the
    transactions (i) that are not required to be disclosed or
    (ii) to the extent an affiliate of any director or officer
    of the Company purchased securities of the




    

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    Company under the December Private Placement, all transactions
    that have occurred between or among the Company, on the one
    hand, and any of its officers or directors, or any affiliate or
    affiliates of any such officer or director, on the other hand,
    prior to the date hereof have been disclosed in the SEC
    Documents.



 



    Section 2.26.  Form F-3
    Eligibility.  The Company is eligible to register
    the resale of its Ordinary Shares in the form of ADSs by the
    Purchaser under
    Form F-3
    promulgated under the Securities Act, and the Company hereby
    covenants and agrees to use commercially reasonable efforts to
    maintain its eligibility to use
    Form F-3
    until the Registration Statement covering the resale of the
    Shares have been filed with, and declared effective by, the SEC.



 




    ARTICLE 3

    



 




    PURCHASER’S
    REPRESENTATIONS AND WARRANTIES
    



 



    The Purchaser represents and warrants to the Company with
    respect to itself and its purchase hereunder, that:



 



    Section 3.1.  Investment
    Purpose.  The Purchaser is purchasing the
    Securities for its own account for investment and not with a
    present view toward the public sale or distribution thereof and
    has no intention of selling or distributing any of such
    Securities or any arrangement or understanding with any other
    persons regarding the sale or distribution of such Securities
    except in accordance with the provisions of Article 6 and
    except as would not result in a violation of the Securities Act.
    The Purchaser 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 Securities except in accordance with the provisions of
    Article 6 or pursuant to and in accordance with the
    Securities Act.



 



    Section 3.2.  Purchaser
    Status.  At the time Purchaser was offered the
    Securities, it was, and at the date hereof it is, and on each
    date on which it exercises any Warrants, it will be either:
    (i) an institutional “accredited investor” as
    defined in Rule 501(a)(1), (2), (3) or (7) under
    the Securities Act or (ii) a person who is not a
    “U.S. person” (as defined in Rule 902(k)
    under the Securities Act (a “Non-US Person”).



 



    Section 3.3.  Reliance
    on Exemptions.  The Purchaser understands that the
    Securities are being offered and sold to it in reliance upon
    specific exemptions from or non-application of the registration
    requirements of United States federal and state securities
    laws and that the Company is relying upon the truth and accuracy
    of, and the Purchaser’s compliance with, the
    representations, warranties, agreements, acknowledgments and
    understandings of the Purchaser set forth herein in order to
    determine the availability of such exemptions and the
    eligibility of the Purchaser to acquire the Securities.



 



    Section 3.4.  Information.  The
    Purchaser acknowledges that is has been afforded (i) the
    opportunity to ask such questions as it has deemed necessary of,
    and to receive answers from, representatives of the Company
    concerning the terms and conditions of the offering of the
    Securities and the merits and risks of investing in the
    Securities; (ii) access to information about the Company
    and its financial condition, results of operations, businesses,
    properties, management and prospects sufficient to enable it to
    evaluate its investment, including, without limitation, the
    Company’s SEC Documents and Disclosure Schedules, and the
    Purchaser has had the opportunity to review the SEC Documents
    and Disclosure Schedules; and (iii) the opportunity to
    obtain such additional information that the Company possesses or
    can acquire without unreasonable effort or expense that is
    necessary to make an informed investment decision with respect
    to the investment.



 



    Section 3.5.  Acknowledgement
    of Risk.



 



    (a) The Purchaser acknowledges and understands that its
    investment in the Securities involves a significant degree of
    risk, including, without limitation, (i) the Company has a
    history of operating losses and requires substantial funds in
    addition to the proceeds from the sale of the Securities;
    (ii) an investment in the Company is speculative, and only
    purchasers who can afford the loss of their entire investment
    should consider investing in the Company and the Securities;
    (iii) the Purchaser may not be able to liquidate its
    investment; (iv) transferability of the Securities is
    limited; (v) in the event of a disposition of the
    Securities, the Purchaser could sustain the loss of its entire
    investment; and (vi) the Company has not paid any dividends
    on its Ordinary Shares since inception and does not anticipate
    the payment of dividends in the foreseeable future. Such risks
    are more fully set forth in the SEC Documents and Disclosure
    Schedules;




    

    6








 





 



    (b) The Purchaser is able to bear the economic risk of
    holding the Securities for an indefinite period, and has
    knowledge and experience in financial and business matters such
    that it is capable of evaluating the risks of the investment in
    the Securities; and



 



    (c) The Purchaser has, in connection with the
    Purchaser’s decision to purchase Securities, not relied
    upon any representations or other information (whether oral or
    written) other than as set forth in the representations and
    warranties of the Company contained herein and the SEC Documents
    and Disclosure Schedules, and the Purchaser has, with respect to
    all matters relating to this Agreement and the offer and sale of
    the Securities, relied solely upon the advice of such
    Purchaser’s own counsel and has not relied upon or
    consulted any counsel to the Company.



 



    Section 3.6.  Governmental
    Review.  The Purchaser understands that no United
    States federal or state or foreign agency or any other
    government or governmental agency has passed upon or made any
    recommendation or endorsement of the Securities or an investment
    therein.



 



    Section 3.7.  Transfer
    or Resale.  The Purchaser understands that:



 



    (a) the Securities have not been and will not be registered
    under the Securities Act (other than as contemplated in
    Article 6) or any applicable state securities laws
    and, consequently, the Purchaser may have to bear the risk of
    owning the Securities for an indefinite period of time because
    the Securities may not be transferred unless (i) the resale
    of the Securities is registered pursuant to an effective
    registration statement under the Securities Act, as contemplated
    in Article 6; or (ii) the Purchaser has delivered to
    the Company an opinion of counsel to the Purchaser (in form,
    substance and scope reasonably acceptable to the Company) to the
    effect that the Securities to be sold or transferred may be sold
    or transferred pursuant to an exemption from such
    registration; and



 



    (b) except as set forth in Article 6, neither the
    Company nor any other person is under any obligation to register
    the resale of the Shares or the Warrant Shares under the
    Securities Act or any state or foreign securities laws or to
    comply with the terms and conditions of any exemption thereunder.



 



    Section 3.8.  Legends.



 



    (a) The Purchaser understands the certificates representing
    the Securities will bear a restrictive legend in substantially
    the following form (and a stop-transfer order may be placed
    against transfer of the certificates for such Securities):



 



    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
    REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
    AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR
    QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE
    SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
    TRANSFERRED UNLESS (A) PURSUANT TO AN EFFECTIVE
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED
    OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR
    (B) AN EXEMPTION FROM SUCH REGISTRATION OR
    QUALIFICATION REQUIREMENTS IS AVAILABLE. AS A CONDITION TO
    PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY
    REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL
    REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO
    REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH
    TRANSFER.



 



    NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE
    SECURITIES MAY NOT BE DEPOSITED INTO ANY DEPOSITARY RECEIPT
    FACILITY IN RESPECT OF THE SECURITIES ESTABLISHED UNLESS AND
    UNTIL SUCH TIME AS (1) A REGISTRATION STATEMENT IS IN
    EFFECT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS
    THE OFFER AND SALE OF SUCH SECURITIES IS EXEMPT FROM
    REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND
    (2) SUCH SECURITIES ARE NOT “RESTRICTED
    SECURITIES” WITHIN THE MEANING OF RULE 144 UNDER THE
    SECURITIES ACT.



 



    (b) The Purchaser may request that the Company remove, and
    the Company agrees to authorize the removal of any legend from
    the Shares and Warrant Shares (i) following any sale of the
    Shares or Warrant Shares pursuant to an effective Registration
    Statement, or (ii) if such Shares or Warrant Shares are
    eligible for sale under Rule 144(k) under the Securities
    Act. Following the time a legend is no longer required for the
    Shares or Warrant Shares




    

    7








 






    hereunder, the Company will, no later than seven Business Days
    following the delivery by a Purchaser to the Company or the
    Company’s registrar of a legended certificate representing
    such Securities, accompanied by such additional information as
    the Company or the Company’s registrar may reasonably
    request, deliver or cause to be delivered to such Purchaser a
    certificate representing such Securities that is free from all
    restrictive and other legends.



 



    Section 3.9.  Authorization;
    Enforcement.  The Purchaser has the requisite
    power and authority to enter into this Agreement and to
    consummate the transactions contemplated hereby. The Purchaser
    has taken all necessary action to authorize the execution,
    delivery and performance of this Agreement. Upon the execution
    and delivery of this Agreement, this Agreement shall constitute
    a valid and binding obligation of the Purchaser enforceable 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
    and except as rights to indemnity and contribution may be
    limited by applicable securities laws or public policy
    underlying such laws.



 



    Section 3.10.  Residency.  The
    Purchaser is a resident of the jurisdiction set forth
    immediately below such Purchaser’s name on the signature
    pages hereto.



 



    Section 3.11.  No
    Short Sales.  During the last thirty
    (30) days prior to the date hereof, neither the Purchaser
    nor any Affiliate of the Purchaser, foreign or domestic, has,
    directly or indirectly, effected or agreed to effect any
    “short sale” (as defined in Rule 200 under
    Regulation SHO), whether or not against the box,
    established any “put equivalent position” (as defined
    in & nbsp;
    Rule 16a-1(h)
    under the Exchange Act) with respect to the Ordinary Shares,
    borrowed or pre-borrowed any Ordinary Shares, or granted any
    other right (including, without limitation, any put or call
    option) with respect to the Ordinary Shares or with respect to
    any security that includes, relates to or derived any
    significant part of its value from the Ordinary Shares or
    otherwise sought to hedge its position in the Securities (each,
    a “Prohibited Transaction”). Prior to the
    earliest to occur of (i) the termination of this Agreement,
    (ii) the date that the Registration Statement becomes
    effective or (iii) the Required Effectiveness Date, the
    Purchaser shall not, and shall cause its Affiliates not to,
    engage, directly or indirectly, in (a) a Prohibited
    Transaction nor (b) any sale, assignment, pledge,
    hypothecation, put, call, or other transfer of any of the
    Ordinary Shares, warrants or other securities of the Company
    acquired hereunder. The Purchaser acknowledges that the
    representations, warranties and covenants contained in this
    Section 3.11 are being made for the benefit of the
    Purchaser as well as the Company.



 



    Section 3.12.  Acknowledgements
    Regarding Solicitation.  The Purchaser
    acknowledges that (i) no Securities were offered or sold to
    the Purchaser by means of any form of general solicitation or
    general advertising, and (ii) to Purchaser’s
    knowledge, neither the Company nor any director, officer, agent,
    employee or other person acting on behalf of the Company has, in
    the course of contacting the Purchaser or its representatives
    with respect to the offer or sale of the Securities
    (a) used any corporate funds for any unlawful contribution,
    gift, entertainment or other unlawful expenses relating to
    political activity; (b) made any direct or indirect
    unlawful payment to any foreign or domestic government official
    or employee from corporate funds; (c) violated or is in
    violation of in any material respect any provision of the
    U.S. Foreign Corrupt Practices Act of 1977, as amended; or
    (d) made any unlawful bribe, rebate, payoff, influence
    payment, kickback or other unlawful payment to any foreign or
    domestic government official or employee.



 



    Section 3.13.  Additional
    Representations by Non-US Persons.  If the
    Purchaser is a Non-US Person, the Purchaser further represents
    and warrants that: (i) its principal address is outside of
    the United States; and (ii) the Purchaser was located
    outside the United States at the time any offer to buy the
    Securities was made to it and at the time the buy order was
    originated by the Purchaser. If the Purchaser is a Non-US
    Person, the Purchaser hereby expressly agrees not to engage in
    hedging transactions with regard to the Securities unless in
    compliance with the Securities Act and the terms of this
    Agreement.




    

    8








 





 




    ARTICLE 4

    



 




    COVENANTS
    



 



    Section 4.1.  Reporting
    Status.  The Company’s Ordinary Shares are
    registered under Section 12 of the Exchange Act. During the
    Registration Period, the Company agrees to use commercially
    reasonable efforts to timely file all documents with the SEC,
    and the Company will not terminate its status as an issuer
    required to file reports under the Exchange Act even if the
    Exchange Act or the rules and regulations thereunder would
    permit such termination.



 



    Section 4.2.  Expenses.  The
    Company and the Purchaser are liable for, and will pay, their
    own expenses incurred in connection with the negotiation,
    preparation, execution and delivery of this Agreement,
    including, without limitation, attorneys’ and
    consultants’ fees and expenses.



 



    Section 4.3.  Financial
    Information.  The financial statements of the
    Company to be included in any documents filed with the SEC will
    be prepared in accordance with accounting principles generally
    accepted in the United Kingdom, consistently applied (except as
    may be otherwise indicated in such financial statements or the
    notes thereto, and will fairly present in all material respects
    the consolidated financial position of the Company and
    consolidated results of its operations and cash flows as of, and
    for the periods covered by, such financial statements (subject,
    in the case of unaudited statements, to normal year-end audit
    adjustments).



 



    Section 4.4.  Securities
    Laws Disclosure; Publicity.  On January 23,
    2006, the Company shall issue a press release announcing the
    signing of this Agreement and describing the terms of the
    transactions contemplated by this Agreement. On or before
    January 24, 2006, the Company shall submit a Current Report
    on
    Form 6-K
    with the SEC describing the terms of the transactions
    contemplated by this Agreement and including as an exhibit to
    such Current Report on
    Form 6-K
    this Agreement, in the form required by the Exchange Act. The
    Company shall not otherwise publicly disclose the name of the
    Purchaser, or include the name of the Purchaser in any filing
    with the Commission (other than the Registration Statement and
    any exhibits to filings made in respect of this transaction in
    accordance with periodic filing requirements under the Exchange
    Act) or any regulatory agency, without the prior written consent
    of such Purchaser, except to the extent such disclosure is
    required by law or regulations.



 



    Section 4.5.  Sales
    by the Purchaser.  The Purchaser agrees that it
    will comply with the prospectus delivery requirements of the
    Securities Act as applicable to it in connection with the sales
    of Registrable Securities pursuant to the Registration Statement
    or otherwise comply with the requirements for an exemption from
    registration under the Securities Act and the rules and
    regulations promulgated thereunder. The Purchaser will not make
    any sale, transfer, pledge or other disposition of the
    Securities in violation of U.S. federal or state or foreign
    securities laws or the terms of this Agreement.



 



    Section 4.6.  Reservation
    Ordinary Shares.  As of the date hereof, the
    Company has sufficient authorized share capital, and the Company
    shall continue to have sufficient authorized share capital for
    the purpose of enabling the Company to issue Shares pursuant to
    this Agreement.



 




    ARTICLE 5

    



 




    CONDITIONS
    TO CLOSING
    



 



    Section 5.1.  Conditions
    to Obligations of the Company.  The Company’s
    obligation to complete the purchase and sale of the Securities
    and deliver such stock certificate(s) and Warrants to the
    Purchaser is subject to the fulfillment or waiver as of the
    Closing Date of the following conditions:



 



    (a) Receipt of Funds.  The Company shall
    have received immediately available funds, in US dollars, in the
    full amount of the purchase price for the Securities being
    purchased hereunder as set forth opposite such Purchaser’s
    name on Exhibit A hereto.



 



    (b) Representations and Warranties.  The
    representations and warranties made by the Purchaser in
    Article 3 shall be true and correct in all material
    respects when made and as of the Closing Date.




    

    9








 





 



    (c) Covenants.  All covenants, agreements
    and conditions contained in this Agreement to be performed by
    the Purchaser on or prior to the Closing Date shall have been
    performed or complied with in all material respects.



 



    (d) [Reserved].



 



    (e) [Reserved].



 



    (f) Absence of Litigation.  No proceeding
    challenging this Agreement or the transactions contemplated
    hereby, or seeking to prohibit, alter, prevent or materially
    delay the Closing, shall have been instituted, threatened or be
    pending before any court, arbitrator, governmental body, agency
    or official.



 



    (g) No Governmental Prohibition.  The sale
    of the Securities by the Company shall not be prohibited by any
    law or governmental order or regulation.



 



    Section 5.2.  Conditions
    to Purchaser’s Obligations at the
    Closing.  The Purchaser’s obligation to
    complete the purchase and sale of the Securities is subject to
    the fulfillment or waiver as of the Closing Date of the
    following conditions:



 



    (a) Representations and Warranties.  The
    representations and warranties made by the Company in
    Article 2 shall be true and correct in all material
    respects when made and as of the Closing Date.



 



    (b) Covenants.  All covenants, agreements
    and conditions contained in this Agreement to be performed by
    the Company on or prior to the Closing Date shall have been
    performed or complied with in all material respects.



 



    (c) [Reserved].



 



    (d) Legal Opinions.  The Company shall
    have delivered to the Purchaser an opinion, dated as of the
    Closing Date, from each of (i) Kirkpatrick &
    Lockhart Nicholson Graham LLP, UK counsel to the Company,
    (ii) Cahill Gordon & Reindel LLP, US counsel to
    the Company and (iii) Jonathan Lamb, General Counsel of the
    Company, in each case in substantially the form attached hereto
    as Exhibits C, D and E hereto, respectively.



 



    (e) Registrar Instructions.  The Company
    shall have delivered to its registrar irrevocable instructions
    to issue to the Purchaser, on an expedited basis, one or more
    certificates representing the number of Shares set forth
    opposite the Purchaser’s name on Exhibit A hereto, and
    Warrants to purchase the Warrant Shares.



 



    (f) [Reserved].



 



    (g) Absence of Litigation.  No proceeding
    challenging this Agreement or the transactions contemplated
    hereby, or seeking to prohibit, alter, prevent or materially
    delay the Closing, shall have been instituted, threatened or be
    pending before any court, arbitrator, governmental body, agency
    or official.



 



    (h) No Governmental Prohibition.  The sale
    of the Shares by the Company shall not be prohibited by any law
    or governmental order or regulation.



 




    ARTICLE 6

    



 




    REGISTRATION
    RIGHTS
    



 



    Section 6.1.  As
    soon as reasonably practicable, but in no event later than
    45 days after the Closing Date (the “Filing
    Date”), the Company shall file a registration statement
    covering the resale of the Registrable Securities (the
    “Registration Statement”) with the SEC, shall
    respond to all SEC comments within ten calendar days of receipt
    of such comments and will use its commercially reasonable
    efforts to cause the Registration Statement to become effective
    under the Securities Act within 105 days after the Closing
    Date, or in the event of a “review” by the SEC, not
    later than 150 days after the Closing Date (the
    “Required Effectiveness Date”).



 



    Section 6.2.  All
    Registration Expenses shall be borne by the
    Company.  All Selling Expenses relating to the
    sale of securities registered by or on behalf of Holders shall
    be borne by such Holders pro rata on the basis of the number of
    securities so registered.




    

    10








 





 



    Section 6.3.  The
    Company further agrees that, in the event that the Registration
    Statement (i) has not been filed with the SEC within
    45 days after the Closing Date, (ii) has not been
    declared effective by the SEC by the Required Effectiveness
    Date, or (iii) after the Registration Statement is declared
    effective by the SEC, is suspended by the Company or ceases to
    remain continuously effective as to all Registrable Securities
    for which it is required to be effective, other than, in each
    case, within the time period(s) permitted by Section 6.7(b)
    (each such event referred to in clauses (i), (ii) and
    (iii), a “Registration Default”), for all or
    part of any
    thirty-day
    period (a “Penalty Period”) during which the
    Registration Default remains uncured (which initial
    thirty-day
    period shall commence on the fifth Business Day after the date
    of such Registration Default if such Registration Default has
    not been cured by such date), the Company shall pay to the
    Purchaser 1% of the Purchaser’s aggregate purchase price of
    his or her Securities for each Penalty Period during which the
    Registration Default remains uncured; provided, however,
    that if the Purchaser fails to provide the Company with any
    information that is required to be provided in the Registration
    Statement then the commencement of the Penalty Period described
    above shall be extended until two Business Days following the
    date of receipt by the Company of such required information;
    and provided, further, that in no event shall the Company
    be required hereunder to pay to the Purchaser pursuant to this
    Agreement an aggregate amount that exceeds 10% of the aggregate
    Purchase Price paid by the Purchaser for the Purchaser’s
    Securities. The Company shall deliver said cash payment to the
    Purchaser by the fifth Business Day after the end of such
    Penalty Period. If the Company fails to pay said cash payment to
    the Purchaser in full by the fifth Business Day after the end of
    such Penalty Period, the Company will pay interest thereon at a
    rate of 12% per annum (or such lesser maximum amount that
    is permitted to be paid by applicable law) to the Purchaser,
    accruing daily from the date such liquidated damages are due
    until such amounts, plus all such interest thereon, are paid in
    full.



 



    Section 6.4.  At
    its expense the Company shall:



 



    (a) except for such times as the Company is permitted
    hereunder to suspend the use of the prospectus forming part of
    the Registration Statement, use its commercially reasonable
    efforts to keep such Registration Statement continuously
    effective with respect to a Holder, and to keep such
    Registration Statement free of any material misstatements or
    omissions, until the date all Shares and Warrant Shares held by
    such Holder may be sold under Rule 144 during any
    90 day period. The period of time during which the Company
    is required hereunder to keep the Registration Statement
    effective is referred to herein as the “Registration
    Period.”



 



    (b) advise the Holders within five Business Days:



 



    (i) when the Registration Statement or any amendment
    thereto has been filed with the SEC and when the Registration
    Statement or any post-effective amendment thereto has become
    effective;



 



    (ii) of any request by the SEC for amendments or
    supplements to the Registration Statement or the prospectus
    included therein or for additional information;



 



    (iii) of the issuance by the SEC of any stop order
    suspending the effectiveness of the Registration Statement or
    the initiation of any proceedings for such purpose;



 



    (iv) of the receipt by the Company of any notification with
    respect to the suspension of the qualification of the
    Registrable Securities included therein for sale in any
    jurisdiction or the initiation or threatening of any proceeding
    for such purpose; and



 



    (v) of the occurrence of any event that requires the making
    of any changes in the Registration Statement or the prospectus
    so that, as of such date, the statements therein are not
    misleading and do not omit to state a material fact required to
    be stated therein or necessary to make the statements therein
    (in the case of the prospectus, in the light of the
    circumstances under which they were made) not misleading;



 



    (c) use its commercially reasonable efforts to obtain the
    withdrawal of any order suspending the effectiveness of any
    Registration Statement as soon as reasonably practicable;



 



    (d) if a Holder so requests in writing, promptly furnish to
    each such Holder, without charge, at least one copy of such
    Registration Statement and any post-effective amendment thereto,
    including financial statements and schedules, and, if explicitly
    requested, all exhibits in the form filed with the SEC;




    

    11








 





 



    (e) during the Registration Period, promptly deliver to
    each such Holder, without charge, as many copies of the
    prospectus included in such Registration Statement and any
    amendment or supplement thereto as such Holder may reasonably
    request in writing; and the Company consents to the use,
    consistent with the provisions hereof, of the prospectus or any
    amendment or supplement thereto by each of the selling Holders
    of Registrable Securities in connection with the offering and
    sale of the Registrable Securities covered by the prospectus or
    any amendment or supplement thereto;



 



    (f) during the Registration Period, if a Holder so requests
    in writing, deliver to each Holder, without charge, (i) one
    copy of the following documents, other than those documents
    available via EDGAR: (A) its annual report to its
    shareholders, if any (which annual report shall contain
    financial statements audited in accordance with generally
    accepted accounting principles in the United States of America
    by a firm of certified public accountants of recognized
    standing), (B) if not included in substance in its annual
    report to shareholders, its annual report on
    Form 20-F
    (or similar form), (C) its definitive proxy statement with
    respect to its annual meeting of shareholders, (D) each of
    its interim reports to its shareholders, and, if not included in
    substance in its interim reports to shareholders, its interim
    report on
    Form 6-K
    (or similar form), and (E) a copy of the full Registration
    Statement (the foregoing, in each case, excluding exhibits); and
    (ii) if explicitly requested, all exhibits excluded by the
    parenthetical to the immediately preceding clause (E);



 



    (g) prior to any public offering of Registrable Securities
    pursuant to any Registration Statement, promptly take such
    actions as may be necessary to register or qualify or obtain an
    exemption for offer and sale under the securities or blue sky
    laws of such United States jurisdictions as any such Holders
    reasonably request in writing, provided that the Company shall
    not for any such purpose be required to qualify generally to
    transact business as a foreign corporation in any jurisdiction
    where it is not so qualified or to consent to general service of
    process in any such jurisdiction, and do any and all other acts
    or things reasonably necessary or advisable to enable the offer
    and sale in such jurisdictions of the Registrable Securities
    covered by such Registration Statement;



 



    (h) upon the occurrence of any event contemplated by
    Section 6.4(b)(v) above, except for such times as the
    Company is permitted hereunder to suspend the use of the
    prospectus forming part of the Registration Statement, the
    Company shall use its commercially reasonable efforts to as soon
    as reasonably practicable prepare a post-effective amendment to
    the Registration Statement or a supplement to the related
    prospectus, or file any other required document so that, as
    thereafter delivered to purchasers of the Registrable Securities
    included therein, the prospectus will not include any untrue
    statement of a material fact or omit to state any material fact
    necessary to make the statements therein, in the light of the
    circumstances under which they were made, not misleading;



 



    (i) otherwise use its commercially reasonable efforts to
    comply in all material respects with all applicable rules and
    regulations of the SEC which could affect the sale of the
    Registrable Securities;



 



    (j) use its commercially reasonable efforts to cause all
    Registrable Securities to be listed on Nasdaq;



 



    (k) use its commercially reasonable efforts to take all
    other steps necessary to effect the registration of the
    Registrable Securities contemplated hereby and to enable the
    Holders to sell Registrable Securities under Rule 144;



 



    (l) provide to the Purchaser and its representatives, if
    requested, the opportunity to conduct a reasonable inquiry of
    the Company’s financial and other records during normal
    business hours and make available its officers, directors and
    employees for questions regarding information which the
    Purchaser may reasonably request in order to conduct any due
    diligence obligation on its part; and



 



    (m) permit counsel for the Purchaser to review the
    Registration Statement and all amendments and supplements
    thereto, within two Business Days prior to the filing thereof
    with the Commission;



 



    provided that, in the case of clauses (l) and
    (m) above, the Company shall not be required (A) to
    delay the filing of the Registration Statement or any amendment
    or supplement thereto as a result of any ongoing diligence
    inquiry by or on behalf of a Holder or to incorporate any
    comments to the Registration Statement or any amendment or
    supplement thereto by or on behalf of a Holder if such inquiry
    or comments would require a delay in the filing of




    

    12








 






    such Registration Statement, amendment or supplement, as the
    case may be, or (B) to provide, and shall not provide, the
    Purchaser or its representatives with material, non-public
    information unless the Purchaser agrees to receive such
    information and enters into a written confidentiality agreement
    with the Company in a form reasonably acceptable to the Company.



 



    Section 6.5.  The
    Holders shall have no right to take any action to restrain,
    enjoin or otherwise delay any registration pursuant to
    Section 6.1 hereof as a result of any controversy that may
    arise with respect to the interpretation or implementation of
    this Agreement.



 



    Section 6.6.  (a) To
    the extent permitted by law, the Company shall indemnify each
    Holder and each person controlling such Holder within the
    meaning of Section 15 of the Securities Act, with respect
    to which any registration that has been effected pursuant to
    this Agreement, against all claims, losses, damages and
    liabilities (or action in respect thereof), including any of the
    foregoing incurred in settlement of any litigation, commenced or
    threatened (subject to Section 6.6(c) below), arising out
    of or based on any untrue statement (or alleged untrue
    statement) of a material fact contained in the Registration
    Statement, prospectus, any amendment or supplement thereof, or
    based on any omission (or alleged omission) to state therein a
    material fact required to be stated therein or necessary to make
    the statements therein, in the light of the circumstances in
    which they were made, not misleading, and will reimburse each
    Holder and each person controlling such Holder, for reasonable
    legal and other
    out-of-pocket
    expenses reasonably incurred in connection with investigating or
    defending any such claim, loss, damage, liability or action as
    incurred; provided that the Company will not be liable in any
    such case to the extent that any untrue statement or omission or
    allegation thereof is made in reliance upon and in conformity
    with written information furnished to the Company by or on
    behalf of such Holder for use in preparation of such
    Registration Statement, prospectus, amendment or supplement;
    provided further that the Company will not be liable in any such
    case where the claim, loss, damage or liability arises out of or
    is related to the failure of such Holder to comply with the
    covenants and agreements contained in this Agreement respecting
    sales of Registrable Securities, and except that the foregoing
    indemnity agreement is subject to the condition that, insofar as
    it relates to any such untrue statement or alleged untrue
    statement or omission or alleged omission made in the
    preliminary prospectus but eliminated or remedied in the amended
    prospectus on file with the SEC at the time the Registration
    Statement becomes effective or in the amended prospectus filed
    with the SEC pursuant to Rule 424(b) or in the prospectus
    subject to completion under Rule 434 of the Securities Act,
    which together meet the requirements of Section 10(a) of
    the Securities Act (the “Final Prospectus”),
    such indemnity shall not inure to the benefit of any such Holder
    or any controlling person of such Holder, if a copy of the Final
    Prospectus furnished by the Company to the Holder for delivery
    was not furnished to the person or entity asserting the loss,
    liability, claim or damage at or prior to the time such
    furnishing is required by the Securities Act and the Final
    Prospectus would have cured the defect giving rise to such loss,
    liability, claim or damage.



 



    (b) Each Holder will severally, and not jointly, indemnify
    the Company, each of its directors and officers, and each person
    who controls the Company within the meaning of Section 15
    of the Securities Act, against all claims, losses, damages and
    liabilities (or actions in respect thereof), including any of
    the foregoing incurred in settlement of any litigation,
    commenced or threatened (subject to Section 6.6(c) below),
    arising out of or based on any untrue statement (or alleged
    untrue statement) of a material fact contained in the
    Registration Statement, prospectus, or any amendment or
    supplement thereof, or based on any omission (or alleged
    omission) to state therein a material fact required to be stated
    therein or necessary to make the statements therein not
    misleading, in the light of the circumstances in which they were
    made, and will reimburse the Company, such directors and
    officers, and each person controlling the Company for reasonable
    legal and any other expenses reasonably incurred in connection
    with investigating or defending any such claim, loss, damage,
    liability or action as incurred, in each case to the extent, but
    only to the extent, that such untrue statement or omission or
    allegation thereof is made in reliance upon and in conformity
    with written information furnished to the Company by or on
    behalf of the Holder for use in preparation of the Registration
    Statement, prospectus, amendment or supplement; provided that
    the indemnity shall not apply to the extent that such claim,
    loss, damage or liability results from the fact that a current
    copy of the prospectus was not made available to the person or
    entity asserting the loss, liability, claim or damage at or
    prior to the time such furnishing is required by the Securities
    Act and the Final Prospectus would have cured the defect giving
    rise to such loss, claim, damage or liability. Notwithstanding
    the foregoing, a Holder’s aggregate liability pursuant to
    this




    

    13








 






    subsection (b) and subsection (d) shall be
    limited to the net amount received by the Holder from the sale
    of the Registrable Securities.



 



    (c) Each party entitled to indemnification under this
    Section 6.6 (the “Indemnified Party”)
    shall give notice to the party required to provide
    indemnification (the “Indemnifying Party”)
    promptly after such Indemnified Party has actual knowledge of
    any claim as to which indemnity may be sought, and shall permit
    the Indemnifying Party (at its expense) to assume the defense of
    any such claim or any litigation resulting therefrom, provided
    that counsel for the Indemnifying Party, who shall conduct the
    defense of such claim or litigation, shall be approved by the
    Indemnified Party (whose approval shall not unreasonably be
    withheld), and the Indemnified Party may participate in such
    defense at such Indemnified Party’s expense, and provided
    further that the failure of any Indemnified Party to give notice
    as provided herein shall not relieve the Indemnifying Party of
    its obligations under this Agreement, unless such failure is
    materially prejudicial to the Indemnifying Party in defending
    such claim or litigation. An Indemnifying Party shall not be
    liable for any settlement of an action or claim effected without
    its written consent (which consent will not be unreasonably
    withheld). No Indemnifying Party, in its defense of any such
    claim or litigation, shall, except with the consent of each
    Indemnified Party, consent to entry of any judgment or enter
    into any settlement which does not include as an unconditional
    term thereof the giving by the claimant or plaintiff to such
    Indemnified Party and Indemnifying Party of a release from all
    liability in respect to such claim or litigation.



 



    (d) If the indemnification provided for in this
    Section 6.6 is held by a court of competent jurisdiction to
    be unavailable to an Indemnified Party with respect to any loss,
    liability, claim, damage or expense referred to therein, then
    the Indemnifying Party, in lieu of indemnifying such Indemnified
    Party thereunder, shall contribute to the amount paid or payable
    by such Indemnified Party as a result of such loss, liability,
    claim, damage or expense in such proportion as is appropriate to
    reflect the relative fault of the Indemnifying Party on the one
    hand and of the Indemnified Party on the other in connection
    with the statements or omissions which resulted in such loss,
    liability, claim, damage or expense as well as any other
    relevant equitable considerations. The relative fault of the
    Indemnifying Party and of the Indemnified Party shall be
    determined by reference to, among other things, whether the
    untrue or alleged untrue statement of a material fact or the
    omission to state a material fact relates to information
    supplied by the Indemnifying Party or by the Indemnified Party
    and the parties’ relative intent, knowledge, access to
    information and opportunity to correct or prevent such statement
    or omission.



 



    Section 6.7.  (a) Each
    Holder agrees that, upon receipt of any notice from the Company
    of the happening of any event requiring the preparation of a
    supplement or amendment to a prospectus relating to Registrable
    Securities so that, as thereafter delivered to the Holders, such
    prospectus shall not contain an untrue statement of a material
    fact or omit to state any material fact required to be stated
    therein or necessary to make the statements therein not
    misleading, each Holder will forthwith discontinue disposition
    of Registrable Securities pursuant to the Registration Statement
    and prospectus contemplated by Section 6.1 until its
    receipt of copies of the supplemented or amended prospectus from
    the Company and, if so directed by the Company, each Holder
    shall deliver to the Company all copies, other than permanent
    file copies then in such Holder’s possession, of the
    prospectus covering such Registrable Securities current at the
    time of receipt of such notice.



 



    (b) Each Holder shall suspend, upon request of the Company,
    any disposition of Registrable Securities pursuant to the
    Registration Statement and prospectus contemplated by
    Section 6.1 during no more than two periods of no more than
    60 calendar days each during any
    12-month
    period to the extent that the Board of Directors of the Company
    determines in good faith that the sale of Registrable Securities
    under the Registration Statement would be reasonably likely to
    cause a violation of the Securities Act or Exchange Act.



 



    (c) As a condition to the inclusion of its Registrable
    Securities in the Registration Statement, each Holder shall
    timely furnish to the Company such information regarding such
    Holder and the distribution proposed by such Holder as the
    Company may reasonably request in writing, including completing
    a Registration Questionnaire in the form provided by the
    Company, or as shall be required in connection with any
    registration referred to in this Article 6.



 



    (d) Each Holder hereby covenants with the Company
    (i) not to make any sale of the Registrable Securities
    without effectively causing the prospectus delivery requirements
    under the Securities Act to be satisfied, and (ii) if such
    Registrable Securities are to be sold by any method or in any
    transaction other than on a national securities exchange, Nasdaq
    or in the
    over-the-counter
    market, in privately negotiated transactions, or in a
    combination of




    

    14








 






    such methods, to notify the Company at least five Business Days
    prior to the date on which the Holder first offers to sell any
    such Registrable Securities.



 



    (e) Each Holder acknowledges and agrees that the
    Registrable Securities sold pursuant to the Registration
    Statement are not transferable on the books of the Company
    unless the share certificate submitted to the registrar
    evidencing such Registrable Securities is accompanied by a
    certificate reasonably satisfactory to the Company to the effect
    that (i) the Registrable Securities have been sold in
    accordance with such Registration Statement and (ii) the
    requirement of delivering a current prospectus has been
    satisfied. Each Holder further acknowledges and agrees that the
    only public market in the Registrable Securities in the
    U.S. is in the form of ADSs and that no Registrable
    Securities may be deposited into the Company’s ADS facility
    other than in compliance with the legend described in
    Section 3.8 hereof.



 



    (f) Each Holder agrees not to take any action with respect
    to any distribution deemed to be made pursuant to such
    Registration Statement which would constitute a violation of
    Regulation M under the Exchange Act or any other applicable
    rule, regulation or law.



 



    (g) At the end of the Registration Period the Holders shall
    discontinue sales of Ordinary Shares
    and/or ADSs
    pursuant to such Registration Statement upon receipt of notice
    from the Company of its intention to remove from registration
    the Ordinary Shares
    and/or ADSs
    covered by such Registration Statement which remain unsold, and
    such Holders shall notify the Company of the number of Ordinary
    Shares
    and/or ADSs
    registered which remain unsold immediately upon receipt of such
    notice from the Company.



 



    Section 6.8.  With
    a view to making available to the Holders the benefits of
    certain rules and regulations of the SEC which at any time
    permit the sale of the Registrable Securities to the public
    without registration, so long as the Holders still own
    Registrable Securities, the Company shall use its commercially
    reasonable efforts to:



 



    (a) make and keep public information available, as those
    terms are understood and defined in Rule 144 under the
    Securities Act, at all times;



 



    (b) file with the SEC in a timely manner all reports and
    other documents required of the Company under the Exchange
    Act; and



 



    (c) so long as a Holder owns any Registrable Securities,
    furnish to such Holder, upon any reasonable request, a written
    statement by the Company as to its compliance with
    clauses (a) and (b) of this Section 6.8, a copy
    of the most recent annual report of the Company, and such other
    reports and documents of the Company as such Holder may
    reasonably request in availing itself of any rule or regulation
    of the SEC allowing a Holder to sell any such securities without
    registration.



 



    Section 6.9.  The
    rights to cause the Company to register Registrable Securities
    granted to the Holders by the Company under Section 6.1 may
    be assigned by a Holder in connection with a transfer by such
    Holder of all or a portion of its Registrable Securities,
    provided, however, that such transfer must be made at least ten
    days prior to the Filing Date and that (i) such transfer
    may otherwise be effected in accordance with applicable
    securities laws; (ii) such Holder gives prior written
    notice to the Company at least ten days prior to the Filing
    Date; and (iii) such transferee agrees to comply with the
    terms and provisions of this Agreement, and such transfer is
    otherwise in compliance with this Agreement. Except as
    specifically permitted by this Section 6.9, the rights of a
    Holder with respect to Registrable Securities as set out herein
    shall not be transferable to any other Person, and any attempted
    transfer shall cause all rights of such Holder therein to be
    forfeited.



 



    Section 6.10.  The
    rights of any Holder under any provision of this Article 6
    may be waived (either generally or in a particular instance,
    either retroactively or prospectively and either for a specified
    period of time or indefinitely) or amended by an instrument in
    writing signed by such Holder.



 




    ARTICLE 7

    



 




    DEFINITIONS
    



 



    “Affiliate” means, with respect to any Person
    (as defined below), any other Person controlling, controlled by
    or under direct or indirect common control with such Person (for
    the purposes of this definition “control,” when
    used




    

    15








 






    with respect to any specified Person, shall mean the power to
    direct the management and policies of such person, directly or
    indirectly, whether through ownership of voting securities, by
    contract or otherwise; and the terms
    “controlling” and “controlled”
    shall have meanings correlative to the foregoing).



 



    “Business Day” means a day Monday through
    Friday on which banks are generally open for business in
    New York City and London, England.



 



    “Closing” has the meaning set forth in
    Section 1.3.



 



    “Closing Date” has the meaning set forth in
    Section 1.3.



 



    “Company” means Amarin Corporation plc a
    company incorporated under the laws of England and Wales.



 



    “Disclosure Schedules” means the Disclosure
    Schedules of the Company attached hereto as Schedules 1-5.



 



    “Exchange Act” means the Securities Exchange
    Act of 1934, as amended, and the rules and regulations
    promulgated thereunder.



 



    “Filing Date” has the meaning set forth in
    Section 6.1.



 



    “Final Prospectus” has the meaning set forth in
    Section 6.6(a).



 



    “Financial Statements” means the financial
    statements of the Company included in the SEC Documents.



 



    “Holders” means any person holding Registrable
    Securities or any person to whom the rights under Article 6
    have been transferred in accordance with Section 6.9 hereof.



 



    “Indemnified Party” has the meaning set forth
    in Section 6.6(c).



 



    “Indemnifying Party” has the meaning set forth
    in Section 6.6(c).



 



    “Intellectual Property” has the meaning set
    forth in Section 2.10.



 



    “Investment Company Act” has the meaning set
    forth in Section 2.12.



 



    “Material Adverse Effect” means a material
    adverse effect on the business, operations, assets or financial
    condition of the Company and its Subsidiary, taken as a whole.



 



    “Material Permits” has the meaning set forth in
    Section 2.5.



 



    “Memorandum and Articles of Association” has
    the meaning set forth in Section 2.3.



 



    “Nasdaq” means The Nasdaq Capital Market.



 



    “Non-US Person” has the meaning set forth in
    Section 3.2.



 



    “Offering” means the private placement of the
    Company’s Securities contemplated by this Agreement.



 



    “Ordinary Shares” means the ordinary shares,
    par value $0.05 per share, of the Company.



 



    “Person” means any person, individual,
    corporation, limited liability company, partnership, trust or
    other nongovernmental entity or any governmental agency, court,
    authority or other body (whether foreign, federal, state, local
    or otherwise).



 



    “Purchase Price” has the meaning set forth in
    Section 1.1.



 



    Unless the context requires otherwise, the terms
    “register,” “registered” and
    “registration” refer to the registration
    effected by preparing and filing a registration statement in
    compliance with the Securities Act, and the declaration or
    ordering of the effectiveness of such registration statement.



 



    “Registrable Securities” means (i) the
    Shares and (ii) the Warrant Shares; provided, however, that
    securities shall only be treated as Registrable Securities if
    and only for so long as they (A) have not been disposed of
    pursuant to a registration statement declared effective by the
    SEC, (B) have not been sold in a transaction exempt from
    the registration and prospectus delivery requirements of the
    Securities Act so that all transfer restrictions and restrictive




    

    16








 






    legends with respect thereto are removed upon the consummation
    of such sale or (C) are held by a Holder or a permitted
    transferee pursuant to Section 6.9.



 



    “Required Approvals” has the meaning set forth
    in Section 2.5(b).



 



    “Registration Expenses” means all expenses
    incurred by the Company in complying with Section 6.1
    hereof, including, without limitation, all registration,
    qualification and filing fees, printing expenses, escrow fees,
    fees and expenses of counsel for the Company, blue sky fees and
    expenses and the expense of any special audits incident to or
    required by any such registration (but excluding the fees of
    legal counsel for any Holder).



 



    “Registration Statement” has the meaning set
    forth in Section 6.1.



 



    “Registration Period” has the meaning set forth
    in Section 6.4(a).



 



    “Rule 144” means Rule 144 promulgated
    under the Securities Act as amended.



 



    “SEC” means the United States Securities and
    Exchange Commission.



 



    “SEC Documents” has the meaning set forth in
    Section 2.6.



 



    “Securities” has the meaning set forth in
    Section 1.1.



 



    “Securities Act” means the Securities Act of
    1933, as amended, and the rules and regulations promulgated
    thereunder.



 



    “Selling Expenses” means all selling
    commissions applicable to the sale of Registrable Securities and
    all fees and expenses of legal counsel for any Holder.



 



    “Shares” has the meaning set forth in
    Section 1.1.



 



    “Subsidiary” of any person shall mean any
    corporation, partnership, limited liability company, joint
    venture or other legal entity of which such Person (either above
    or through or together with any other subsidiary) owns, directly
    or indirectly, more than 50% of the stock or other equity
    interests the holders of which are generally entitled to vote
    for the election of the board of directors or other governing
    body of such corporation or other legal entity.



 



    “Warrant Shares” has the meaning set forth in
    Section 2.4.



 



    “Warrants” has the meaning set forth in
    Section 1.1.



 




    ARTICLE 8

    



 




    GOVERNING
    LAW; MISCELLANEOUS
    



 



    Section 8.1.  Governing
    Law; Jurisdiction.  This Agreement 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.



 



    Section 8.2.  Counterparts;
    Signatures by Facsimile.  This Agreement may be
    executed in two or more counterparts, all of which are
    considered one and the same agreement and will become effective
    when counterparts have been signed by each party and delivered
    to the other parties. This Agreement, once executed by a party,
    may be delivered to the other parties hereto by facsimile
    transmission of a copy of this Agreement bearing the signature
    of the party so delivering this Agreement.



 



    Section 8.3.  Headings.  The
    headings of this Agreement are for convenience of reference
    only, are not part of this Agreement and do not affect its
    interpretation.



 



    Section 8.4.  Severability.  If
    any provision of this Agreement is invalid or unenforceable
    under any applicable statute or rule of law, then such provision
    will be deemed modified in order to conform with such statute or
    rule of law. Any provision hereof that may prove invalid or
    unenforceable under any law will not affect the validity or
    enforceability of any other provision hereof.



 



    Section 8.5.  Entire
    Agreement; Amendments.  This Agreement (including
    all schedules and exhibits hereto) constitutes the entire
    agreement among the parties hereto with respect to the subject
    matter hereof. There




    

    17








 






    are no restrictions, promises, warranties or undertakings, other
    than those set forth or referred to herein or therein. This
    Agreement supersedes all prior agreements and understandings
    among the parties hereto with respect to the subject matter
    hereof. No provision of this Agreement may be amended or waived
    other than by an instrument in writing signed by the Company and
    the Purchaser, or in the case of a waiver, by the party against
    whom enforcement of such waiver is sought. Any amendment
    effected in accordance with this Section 8.5 shall be
    binding upon each holder of any Securities purchased under this
    Agreement at the time outstanding (including securities into
    which such Securities are convertible and for which such
    Securities are exercisable), each future holder of all such
    securities, and the Company.



 



    Section 8.6.  Notices.  All
    notices required or permitted hereunder shall be in writing and
    shall be deemed effectively given: (a) upon personal
    delivery to the party to be notified, (b) when sent by
    confirmed facsimile if sent during normal business hours of the
    recipient, if not, then on the next business day, (c) five
    days after having been sent by registered or certified mail,
    return receipt requested, postage prepaid, or (d) one
    business day after deposit with a nationally recognized
    overnight courier, specifying next day delivery, with written
    verification of receipt. The addresses for such communications
    are:



 



    If to the Company:



 



    Amarin Corporation plc

    7 Curzon Street

    London, Greater London

    W1J 5HG

    United Kingdom

    Facsimile: 44 20 7499 9004

    Attn: Chief Financial Officer

    cc: General Counsel



 



    With a copy to:



 



    Cahill Gordon & Reindel LLP

    80 Pine Street

    New York, New York
    10005-1702

    Facsimile: 212 269 5420

    Attn: Christopher Cox, Esq.



 



    If to the Purchaser: To the address set forth immediately below
    the Purchaser’s name on the signature pages hereto. Each
    party will provide ten days’ advance written notice to the
    other parties of any change in its address.



 



    Section 8.7.  Successors
    and Assigns.  This Agreement is binding upon and
    inures to the benefit of the parties and their successors and
    assigns. The Company or its successors will not assign this
    Agreement or any rights or obligations hereunder without the
    prior written consent of the Purchaser, and the Purchaser may
    not assign this Agreement or any rights or obligations hereunder
    without the prior written consent of the Company, except as
    permitted in accordance with Section 6.9 hereof.



 



    Section 8.8.  Third
    Party Beneficiaries.  This Agreement is intended
    for the benefit of the parties hereto, their respective
    permitted successors and assigns, and is not for the benefit of,
    nor may any provision hereof be enforced by, any other person.



 



    Section 8.9.  Further
    Assurances.  Each party will do and perform, or
    cause to be done and performed, all such further acts and
    things, and will execute and deliver all other agreements,
    certificates, instruments and documents, as may be necessary in
    order to carry out the intent and accomplish the purposes of
    this Agreement and the consummation of the transactions
    contemplated hereby.



 



    Section 8.10.  No
    Strict Construction.  The language used in this
    Agreement is deemed to be the language chosen by the parties to
    express their mutual intent, and no rules of strict construction
    will be applied against any party.




    

    18








 





 



    Section 8.11.  Equitable
    Relief.  The Company recognizes that, if it fails
    to perform or discharge any of its obligations under this
    Agreement, any remedy at law may prove to be inadequate relief
    to the Purchaser. The Company therefore agrees that the
    Purchaser is entitled to seek temporary and permanent injunctive
    relief in any such case. The Purchaser also recognizes that, if
    it fails to perform or discharge any of its obligations under
    this Agreement, any remedy at law may prove to be inadequate
    relief to the Company. The Purchaser therefore agrees that the
    Company is entitled to seek temporary and permanent injunctive
    relief in any such case.



 



    Section 8.12.  Survival
    of Representations and
    Warranties.  Notwithstanding any investigation
    made by any party to this Agreement, all representations and
    warranties made by the Company and the Purchaser herein shall
    survive only for a period of one year following the date hereof.



 



    [Signature Pages Follows]




    

    19








 






    IN WITNESS WHEREOF, the undersigned Purchaser and the Company
    have caused this Agreement to be duly executed as of the date
    first above written.



 



    AMARIN CORPORATION PLC.



 


			
	 	    By: 
	









    Name: 



			
	 	    Title: 
	






    

    S-1








 






    PURCHASER



 



    [NAME]



 


			
	 	    By: 
	








 



    Tax ID
    No.: _
    _



 



    Name in which




    Securitised are




    to be
    registered: _
    _



 


			
	 	    Address: 
	
    





 





 





 



    Telephone: _
    _




    

    S-2








 






    EXHIBIT A



 



    SCHEDULE OF SECURITIES PURCHASED



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

    Purchaser


	
 
	
    Shares
	
 
	
    Warrants
	
 
	
    Aggregate Purchase Price

	 

	
 
	
    [NAME]
	
 
	
 
	
 
	
    [          ]
	
 
	
 
	
 
	
    [          ]
	
 
	
 
	
    US$
	
    [          ]
	
 










    

    A-1








 







    EXHIBIT B



 




    WARRANT



 



    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
    REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
    AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR
    QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE
    SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
    TRANSFERRED UNLESS (A) PURSUANT TO AN EFFECTIVE
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED
    OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR
    (B) AN EXEMPTION FROM SUCH REGISTRATION OR
    QUALIFICATION REQUIREMENTS IS AVAILABLE. AS A CONDITION TO
    PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY
    REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL
    REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO
    REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH
    TRANSFER.



 



    NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING,
    THE SECURITIES MAY NOT BE DEPOSITED INTO ANY DEPOSITARY RECEIPT
    FACILITY IN RESPECT OF THE SECURITIES ESTABLISHED UNLESS AND
    UNTIL SUCH TIME AS (1) A REGISTRATION STATEMENT IS IN
    EFFECT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS
    THE OFFER AND SALE OF SUCH SECURITIES IS EXEMPT FROM
    REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND
    (2) SUCH SECURITIES ARE NOT “RESTRICTED
    SECURITIES” WITHIN THE MEANING OF RULE 144 UNDER THE
    SECURITIES ACT.



 




    AMARIN
    CORPORATION PLC

    



 




    WARRANT
    TO PURCHASE ORDINARY SHARES



 


		
	    No. W-          
    	    January
    [26], 2006
    



 




    Void
    After January [26], 2011



 



    THIS CERTIFIES THAT, for value
    received,          ,
    with its principal office
    at          ,
    or assigns (the “Holder”), is entitled to subscribe
    for and purchase at the Exercise Price (defined below) from
    Amarin Corporation plc, a public company incorporated under the
    laws of England and Wales, with its principal office at 7 Curzon
    Street, London, W1J 5HG, United Kingdom (the
    “Company”) up
    to          
    ordinary shares of the Company (the “Ordinary
    Shares”), subject to adjustment as provided herein.
    This warrant (a “Warrant”) is being issued
    pursuant to the terms of the Securities Purchase Agreement,
    dated as of January 23, 2006, by and among the Company and
    the original Holder of this Warrant (the “Purchase
    Agreement”). Capitalized terms not otherwise defined
    herein shall have the respective meanings ascribed to such terms
    in the Purchase Agreement.



 



    1.  DEFINITIONS.  As used herein, the
    following terms shall have the following respective meanings:



 



    (a) “Exercise Period” shall mean the
    period commencing 180 days after the date hereof and ending
    January [26], 2011, unless sooner terminated as provided below.



 



    (b) “Exercise Price” shall mean
    $3.06 per share, subject to adjustment pursuant to
    Section 5 below.



 



    (c) “Exercise Shares” shall mean the
    Ordinary Shares issued upon exercise of this Warrant, subject to
    adjustment and limitation pursuant to the terms herein,
    including but not limited to Section 2.4 and Section 5
    below.



 



    (d) “VWAP” shall mean, for any date, the
    price determined by the first of the following clauses that
    applies: (i) if the Ordinary Shares in the form of American
    Depositary Shares (“ADSs”) are then listed or
    quoted on the Nasdaq Capital Market, the Nasdaq National Market
    or a national securities exchange (a “Trading
    Market”), the daily volume weighted average price of
    the ADSs for such date (or the nearest













 






    preceding date) on the trading market on which the ADSs are then
    quoted or listed as reported by Bloomberg Financial LP;
    (b) if the ADSs are not then listed or quoted on a Trading
    Market and if prices for the ADSs are then quoted on the OTC
    Bulletin Board, the volume weighted average price of the
    ADSs for such date (or the nearest preceding date) on the OTC
    Bulletin Board; and (c) if the ADSs are not then
    listed or quoted on the OTC Bulletin Board and if prices
    for the ADSs are then reported on the “Pink Sheets”
    published by the Pink Sheets LLC (or similar organization or
    agency succeeding to its functions of reporting prices), the
    most recent bid price per share of the ADSs so reported; or
    (c) in all other cases, the fair market value of a share of
    ADSs as determined by an independent appraiser selected in good
    faith by the Company and reasonably acceptable to the Purchasers.



 



    2.  EXERCISE OF WARRANT.



 



    2.1  Method of Exercise.  The rights
    represented by this Warrant may be exercised in whole or in part
    at any time during the Exercise Period, by delivery of the
    following to the Company at its address set forth above (or at
    such other address as it may designate by notice in writing to
    the Holder):



 



    (a) An executed Notice of Exercise in the form attached
    hereto;



 



    (b) Payment of the Exercise Price either (i) in cash
    or by check or wire transfer of immediately available
    funds; and



 



    (c) This Warrant.



 



    Upon the exercise of the rights represented by this Warrant,
    Ordinary Shares shall be issued for the Exercise Shares so
    purchased, and shall be registered in the name of the Holder or
    persons affiliated with the Holder, if the Holder so designates,
    within a reasonable time after the rights represented by this
    Warrant shall have been so exercised and shall be issued in
    certificate form and delivered to the Holder.



 



    The person in whose name any Exercise Shares are to be issued
    upon exercise of this Warrant shall be deemed to have become the
    holder of record of such shares on the date on which this
    Warrant was surrendered and payment of the Exercise Price was
    made, irrespective of the date of issuance of the shares of
    Ordinary Shares, except that, if the date of such surrender and
    payment is a date when the stock transfer books of the Company
    are closed, such person shall be deemed to have become the
    holder of such shares at the close of business on the next
    succeeding date on which the stock transfer books are open.



 



    2.2  [Reserved]



 



    2.3  Partial Exercise.  If this
    Warrant is exercised in part only, the Company shall, upon
    surrender of this Warrant, execute and deliver, within
    10 days of the date of exercise, a new Warrant evidencing
    the rights of the Holder, or such other person as shall be
    designated in the Notice of Exercise, to purchase the balance of
    the Exercise Shares purchasable hereunder. In no event shall
    this Warrant be exercised for a fractional Exercise Share, and
    the Company shall not distribute a Warrant exercisable for a
    fractional Exercise Share. Fractional Warrant shares shall be
    treated as provided in Section 6 hereof.



 



    2.4  [Reserved]



 



    2.5  Call Right.



 



    (a) Subject to the provisions of this Section 2.5, if
    at any time after the Registration Statement (as defined in
    Section 6.1 of the Purchase Agreement) is declared
    effective, the VWAP of the ADSs on the Company’s Trading
    Market is equal to or above US$10.20 (representing 400% of the
    ADS Closing Price as defined in Section 1.1 of the Purchase
    Agreement), as adjusted for any stock splits, stock
    combinations, stock dividends and other similar events (the
    “Threshold Price”) for each of any twenty
    consecutive Trading Days, then the Company at any time
    thereafter shall have the right, but not the obligation (the
    “Call Right”), on 20 days’ prior
    written notice to the Holder, to cancel any unexercised portion
    of this Warrant for which a Notice of Exercise has not yet been
    delivered prior to the Cancellation Date (the “Call
    Amount”).



 



    (b) To exercise the Call Right, the Company shall deliver
    to the Holder an irrevocable written notice (a “Call
    Notice”) indicating the Call Amount. The date that the
    Company delivers the Call Notice to the Holder shall be




    

    B-2








 






    referred to as the “Call Date”. Within
    20 days of receipt of the Call Notice, the Holder may
    exercise this Warrant in whole or in part, subject to the terms
    hereof, as set forth in herein. Any portion of the Call Amount
    that is not exercised by 5:30 p.m. (New York City time) on
    the 20th day following the date of receipt of the Call
    Notice (the “Cancellation Date”) shall be
    cancelled. Any unexercised portion of this Warrant to which the
    Call Notice does not pertain (the “Remaining
    Portion”) will be unaffected by such Call Notice.



 



    (c) Notwithstanding anything to the contrary set forth in
    this Warrant, unless waived in writing by the Holder, the
    Company may not deliver a Call Notice or require the
    cancellation of any unexercised Call Amount (and any Call Notice
    will be void) unless from the Call Date through the Cancellation
    Date (the “Call Period”) the Registration
    Statement shall be effective as to all of the Exercise Shares
    held by the Holder and the prospectus thereunder available for
    use by the Holder for the resale all such Exercise Shares, or
    the Exercise Shares held by the Holder qualify for resale under
    Rule 144.



 



    3.  COVENANTS OF THE COMPANY.



 



    3.1  Covenants as to Exercise
    Shares.  The Company covenants and agrees that all
    Exercise Shares that may be issued upon the exercise of the
    rights represented by this Warrant will, upon issuance, be
    validly issued, fully paid and free from all taxes, liens and
    charges with respect to the issuance thereof. The Company
    further covenants and agrees that the Company will at all times
    during the Exercise Period, have sufficient authorized share
    capital to provide for the exercise of the rights represented by
    this Warrant. If at any time during the Exercise Period the
    authorized share capital shall not be sufficient to permit
    exercise of this Warrant, the Company will take such corporate
    action as may, in the opinion of its counsel, be necessary to
    increase its authorized but unissued share capital (or other
    securities as provided herein) to such amount as shall be
    sufficient for such purposes.



 



    3.2  No Impairment.  Except and to
    the extent as waived or consented to by the Holder or otherwise
    in accordance with Section 11 hereof, the Company will not,
    by amendment of its Memorandum and Articles of Association (as
    such may be amended from time to time), or through any means,
    avoid or seek to avoid the observance or performance of any of
    the terms to be observed or performed hereunder by the Company,
    but will at all times in good faith assist in the carrying out
    of all the provisions of this Warrant and in the taking of all
    commercially reasonable actions as may be necessary in order to
    protect the exercise rights of the Holder against impairment.



 



    3.3  Notices of Record Date.  In the
    event of any taking by the Company of a record of the holders of
    any class of securities for the purpose of determining the
    holders thereof who are entitled to receive any dividend (other
    than a cash dividend which is the same as cash dividends paid in
    previous quarters) or other distribution, the Company shall mail
    to the Holder, where practicable, at least ten days prior to the
    date specified herein, a notice specifying the date on which any
    such record is to be taken for the purpose of such dividend or
    distribution, provided that the failure to mail such notice or
    any defect therein or in the mailing thereof shall not adversely
    affect the validity of the dividend or distribution required to
    be specified in such notice.



 



    4.  REPRESENTATIONS OF HOLDER.



 



    4.1  Acquisition of Warrant for Personal
    Account.  The Holder represents and warrants that
    it is acquiring the Warrant and the Exercise Shares solely for
    its account for investment and not with a present view toward
    the public sale or distribution of said Warrant or Exercise
    Shares or any part thereof and has no intention of selling or
    distributing said Warrant or Exercise Shares or any arrangement
    or understanding with any other persons regarding the sale or
    distribution of said Warrant, or except in accordance with the
    provisions of Article 6 of the Purchase Agreement, the
    Exercise Shares, and except as would not result in a violation
    of the Securities Act. The Holder 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) the Warrant except in accordance with the
    Securities Act and 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) the Exercise Shares except in accordance with the provisions
    of Article 6 of the Purchase Agreement or pursuant to and
    in accordance with the Securities Act.




    

    B-3








 





 



    4.2  Securities Are Not Registered.



 



    (a) The Holder understands that the offer and sale of the
    Warrant and the Exercise Shares have not been registered under
    the Securities Act on the basis of specific exemptions from the
    registration provisions of the Securities Act, which exemptions
    depend upon, among other things, the bona fide nature of the
    Holder’s investment intent as expressed herein. The Holder
    realizes that the basis for such exemptions may not be present
    if, notwithstanding its representations, the Holder has a
    present intention of acquiring the securities for a fixed or
    determinable period in the future, selling (in connection with a
    distribution or otherwise), granting any participation in, or
    otherwise distributing the securities. The Holder has no such
    present intention.



 



    (b) The Holder recognizes that the Warrant and the Exercise
    Shares must be held indefinitely unless they are subsequently
    registered under the Securities Act or an exemption from such
    registration is available. The Holder recognizes that the
    Company has no obligation to register the Warrant or, except as
    provided in the Purchase Agreement, the Exercise Shares of the
    Company, or to comply with any exemption from such registration.



 



    4.3  Disposition of Warrant and Exercise Shares.



 



    (a) The Holder further agrees not to make any disposition
    of all or any part of the Warrant or Exercise Shares in any
    event unless and until:



 



    (i) The Company shall have received a letter secured by the
    Holder from the SEC stating that no action will be recommended
    to the Commission with respect to the proposed disposition;



 



    (ii) There is then in effect a registration statement under
    the Securities Act covering such proposed disposition and such
    disposition is made in accordance with said registration
    statement; or



 



    (iii) The Holder shall have notified the Company of the
    proposed disposition and shall have delivered to the Company an
    opinion of counsel to the Holder reasonably satisfactory to the
    Company to the effect that such disposition will not require
    registration of such Warrant or Exercise Shares under the
    Securities Act or any applicable state securities laws.



 



    (b) The Holder understands and agrees that all certificates
    evidencing the Exercise Shares to be issued to the Holder may
    bear a legend in substantially the following form:



 



    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
    REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
    AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR
    QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE
    SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
    TRANSFERRED UNLESS (A) PURSUANT TO AN EFFECTIVE
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND REGISTERED
    OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR
    (B) AN EXEMPTION FROM SUCH REGISTRATION OR
    QUALIFICATION REQUIREMENTS IS AVAILABLE. AS A CONDITION TO
    PERMITTING ANY TRANSFER OF THESE SECURITIES, THE COMPANY MAY
    REQUIRE THAT IT BE FURNISHED WITH AN OPINION OF COUNSEL
    REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT NO
    REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH
    TRANSFER.



 



    NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE
    SECURITIES MAY NOT BE DEPOSITED INTO ANY DEPOSITARY RECEIPT
    FACILITY IN RESPECT OF THE SECURITIES ESTABLISHED UNLESS AND
    UNTIL SUCH TIME AS (1) A REGISTRATION STATEMENT IS IN
    EFFECT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT OR UNLESS
    THE OFFER AND SALE OF SUCH SECURITIES IS EXEMPT FROM
    REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT AND
    (2) SUCH SECURITIES ARE NOT “RESTRICTED
    SECURITIES” WITHIN THE MEANING OF RULE 144 UNDER THE
    SECURITIES ACT.



 



    4.4  Further Representations.  The
    Holder hereby represents and warrants to the Company each of the
    representations and warranties as set forth in Section 3 of
    the Purchase Agreement as if such representation and warranties
    were set out in full herein.




    

    B-4








 





 



    5.  ADJUSTMENT OF EXERCISE PRICE.  In
    the event of changes in the outstanding Ordinary Shares of the
    Company by reason of a stock dividend, subdivision,
    split-up, or
    combination of shares, the number of shares available under the
    Warrant in the aggregate and the Exercise Price shall be
    correspondingly adjusted to give the Holder of the Warrant, on
    exercise for the same aggregate Exercise Price, the total number
    of shares as the Holder would have owned had the Warrant been
    exercised prior to the event and had the Holder continued to
    hold such shares until after the event requiring adjustment. The
    form of this Warrant need not be changed because of any
    adjustment in the Exercise Price
    and/or
    number of shares subject to this Warrant. The Company shall
    promptly provide a certificate from the Company notifying the
    Holder in writing of any adjustment in the Exercise Price
    and/or the
    total number of shares issuable upon exercise of this Warrant,
    which certificate shall specify the Exercise Price and number of
    shares under this Warrant after giving effect to such adjustment.



 



    6.  FRACTIONAL SHARES.  No fractional
    shares shall be issued upon the exercise of this Warrant as a
    consequence of any adjustment pursuant hereto. All Exercise
    Shares (including fractions) issuable upon exercise of this
    Warrant may be aggregated for purposes of determining whether
    the exercise would result in the issuance of any fractional
    share. If, after aggregation, the exercise would result in the
    issuance of a fractional share, the Company shall, in lieu of
    issuance of any fractional share, pay the Holder otherwise
    entitled to such fraction a sum in cash equal to the product
    resulting from multiplying the then current fair market value of
    an Exercise Share by such fraction.



 



    7.  CERTAIN EVENTS.  In the event of,
    at any time during the Exercise Period, any capital
    reorganization, or any reclassification of the capital stock of
    the Company (other than a change in par value or from par value
    to no par value or no par value to par value or as a result of a
    stock dividend, subdivision,
    split-up or
    combination of shares), or the consolidation or merger of the
    Company with or into another corporation (other than a merger
    solely to effect a reincorporation of the Company into another
    state), in each case, in which the shareholders of the Company
    immediately prior to such capital reorganization,
    reclassification, consolidation or merger, will hold less than a
    majority of the outstanding shares of the Company or resulting
    corporation immediately after such capital reorganization,
    reclassification, consolidation or merger, or the sale or other
    disposition of all or substantially all of the properties and
    assets of the Company and its Subsidiary, taken as a whole, in
    its entirety to any other person, other than sales or other
    dispositions that do not require shareholder approval (each, an
    “Event”), the Company shall provide to the
    Holder ten days’ advance written notice of such Event, and
    the Holder shall have the option, in its sole discretion, to
    allow any unexercised portion of the Warrant to be deemed
    automatically exercised pursuant to Section 2.2. This
    Warrant will be binding upon the successors and assigns of the
    Company upon an Event.



 



    8.  NO SHAREHOLDER RIGHTS.  This
    Warrant in and of itself shall not entitle the Holder to any
    voting rights or other rights as a shareholder of the Company.



 



    9.  TRANSFER OF WARRANT.  Subject to
    applicable laws and compliance with Section 4.3 hereof and
    the terms of the Purchase Agreement, this Warrant and all rights
    hereunder are transferable, by the Holder in person or by duly
    authorized attorney, upon delivery of this Warrant and the form
    of assignment attached hereto to any authorized transferee
    designated by the Holder. The authorized transferee shall sign
    an investment letter in form and substance satisfactory to the
    Company.



 



    10.  LOST, STOLEN, MUTILATED OR DESTROYED
    WARRANT.  If this Warrant is lost, stolen,
    mutilated or destroyed, the Company may, on such terms as to
    indemnity or otherwise as it may reasonably impose (which shall,
    in the case of a mutilated Warrant, include the surrender
    thereof), issue a new Warrant of like denomination and tenor as
    the Warrant so lost, stolen, mutilated or destroyed. Any such
    new Warrant shall constitute an original contractual obligation
    of the Company, whether or not the allegedly lost, stolen,
    mutilated or destroyed Warrant shall be at any time enforceable
    by anyone.



 



    11.  MODIFICATIONS AND
    WAIVER.  Unless otherwise provided herein, this
    Warrant and any provision hereof may be changed, waived,
    discharged or terminated only by an instrument in writing signed
    by the Company and (i) the Purchaser or (ii) the
    Holder.



 



    12.  NOTICES, ETC.  All notices
    required or permitted hereunder shall be in writing and shall be
    deemed effectively given: (a) upon personal delivery to the
    party to be notified, (b) when sent by confirmed facsimile
    if sent during normal business hours of the recipient, if not,
    then on the next business day, (c) five days after having
    been




    

    B-5








 






    sent by registered or certified mail, return receipt requested,
    postage prepaid, or (d) one business day after deposit with
    a nationally recognized overnight courier, specifying next day
    delivery, with written verification of receipt. All
    communications shall be sent to the Company at the address
    listed on the signature page and to the Holders at the addresses
    on the Company records, or at such other address as the Company
    or Holder may designate by ten days’ advance written notice
    to the other party hereto.



 



    13.  ACCEPTANCE.  Receipt of this
    Warrant by the Holder shall constitute acceptance of and
    agreement to all of the terms and conditions contained herein
    and in the Purchase Agreement.



 



    14.  GOVERNING LAW.  This Warrant and
    all rights, obligations and liabilities hereunder shall be
    governed by the laws of England and Wales without regard to the
    principles of conflict of laws.



 



    15.  DESCRIPTIVE HEADINGS.  The
    descriptive headings of the several paragraphs of this Warrant
    are inserted for convenience only and do not constitute a part
    of this Warrant. The language in this Warrant shall be construed
    as to its fair meaning without regard to which party drafted
    this Warrant.



 



    16.  SEVERABILITY.  The invalidity or
    unenforceability of any provision of this Warrant in any
    jurisdiction shall not affect the validity or enforceability of
    such provision in any other jurisdiction, or affect any other
    provision of this Warrant, which shall remain in full force and
    effect.



 



    17.  ENTIRE AGREEMENT.  This Warrant
    constitutes the entire agreement between the parties pertaining
    to the subject matter contained in it and supersedes all prior
    and contemporaneous agreements, representations, and
    undertakings of the parties, whether oral or written, with
    respect to such subject matter.



 



    [Signature Page Follows]




    

    B-6








 






    IN WITNESS WHEREOF, the Company has caused this Warrant to be
    executed by its duly authorized officer as of January [26], 2006.



 



    AMARIN CORPORATION PLC



 


			
	 	    By: 
	









    Name: 



			
	 	    Title: 
	





 


			
	 	    Address: 
	
    7 Curzon Street





    London, Greater LondonW1J 5HG




    United Kingdom




    Attention: Chief Financial Officer




    Facsimile: 44 20 7499 9004




    

    B-7








 







    NOTICE OF
    EXERCISE



 



    TO: AMARIN CORPORATION PLC.



 



    (1) The undersigned hereby elects to
    purchase          
    ordinary shares (“Ordinary Shares”) of Amarin
    Corporation plc (the “Company”) pursuant to the
    terms of the attached warrant (the “Warrant”),
    and tenders herewith payment of the exercise price in full for
    such shares, together with all applicable transfer taxes, if any.



 



    (2) Please issue a certificate or certificates representing
    said Ordinary Shares in the name of the undersigned or in such
    other name as is specified below:



 






    (Name)



 





 






    (Address)



 



    (3) The undersigned represents that (i) the aforesaid
    Ordinary Shares are being acquired for the account of the
    undersigned for investment and not with a view to, or for resale
    in connection with, the distribution thereof and that the
    undersigned has no present intention of distributing or
    reselling such shares; (ii) the undersigned is aware of the
    Company’s business affairs and financial condition and has
    acquired sufficient information about the Company to reach an
    informed and knowledgeable decision regarding its investment in
    the Company; (iii) the undersigned is experienced in making
    investments of this type and has such knowledge and background
    in financial and business matters that the undersigned is
    capable of evaluating the merits and risks of this investment
    and protecting the undersigned’s own interests;
    (iv) the undersigned understands that the Ordinary Shares
    issuable upon exercise of this Warrant have not been registered
    under the Securities Act of 1933, as amended (the
    “Securities Act”), by reason of specific
    exemptions from the registration provisions of the Securities
    Act, which exemptions depend upon, among other things, the bona
    fide nature of the investment intent as expressed herein, and,
    because such securities have not been registered under the
    Securities Act, they must be held indefinitely unless
    subsequently registered under the Securities Act or an exemption
    from such registration is available; and (v) the
    undersigned agrees not to make any disposition of all or any
    part of the aforesaid Ordinary Shares unless and until there is
    then in effect a registration statement under the Securities Act
    covering such proposed disposition and such disposition is made
    in accordance with said registration statement, or the
    undersigned has provided the Company with an opinion of counsel
    to the undersigned satisfactory to the Company, stating that
    such registration is not required.




    

    B-8








 









    (Date)



 


 











    (Signature)



 


 











    (Holder’s Name)



 


 











    (Authorized Signature)



 


 











    (Title)



 


 











    (Tax ID Number)



 


 











    (Telephone)



 



    NOTE: SIGNATURE MUST CONFORM IN ALL RESPECTS TO THE NAME OF
    HOLDER AS SPECIFIED ON THE FACE OF THE WARRANT.




    

    B-9








 







    ASSIGNMENT
    FORM



 



    (To assign the foregoing Warrant, subject to compliance with
    applicable law and the terms of the Warrant, execute this form
    and supply required information. Do not use this form to
    exercise the Warrant.)



 



    FOR VALUE RECEIVED, the foregoing Warrant and all rights
    evidenced thereby are hereby assigned to



 


			
	 	    Name: 
	
    






    (Please Print)



 


			
	 	    Address: 
	
    






    (Please Print)



 



    and          
    is hereby appointed attorney to transfer said rights on the
    books of Amarin Corporation plc, with full power of substitution
    in the premises.



 



    Dated:          ,
    20          



 



    Holder’s
    Name: _
    _



 



    Title: _
    _



 



    Holder’s
    Address: _
    _



 



    Holder’s
    Telephone: _
    _



 



    Facsimile: _
    _



 



    Assignee Tax ID
    No.: _
    _



 



    Assignee
    Telephone: _
    _



 



    Assignee
    Facsimile: _
    _



 



    Signature
    Guaranteed: _
    _



 



    NOTE: The signature to this Assignment Form must correspond with
    the name as it appears on the face of the Warrant, without
    alteration or enlargement or any change whatever and must be
    guaranteed by a bank or trust company. Officers of corporations
    and those acting in a fiduciary or other representative capacity
    should file proper evidence of authority to assign the foregoing
    Warrant.




    

    B-10








 







    EXHIBIT C



 




    FORM OF
    LEGAL OPINION OF UK COUNSEL TO THE COMPANY



 



    AMARIN CORPORATION PLC (THE “COMPANY”)



 



    [NAME]




    [ADDRESS]



 



    This Opinion is being delivered to you in connection with the
    proposed placement by the Company of up to
    [          ]
    ordinary shares of £0.05 each in the capital of the Company
    (the “Shares”) and the grant of warrants to
    subscribe for
    [          ]
    ordinary shares of £0.05 each in the Company pursuant to
    the securities purchase agreement dated January 23, 2006
    and entered into between the Company and the Purchaser (the
    “Securities Purchase Agreement”).



 




    1.  Documents
    



 



    For the purposes of this Opinion, we have examined only the
    following:



 



    1.1 a copy of the certificate of incorporation and
    memorandum and articles of association of the Company;



 



    1.2 a certificate from the Company Secretary of the Company
    (the “Secretary’s Certificate”) of the
    same date as this Opinion confirming, inter alia, the amount of
    the Company’s authorised but unissued share capital, the
    nominal amount of relevant securities which the directors are
    authorised to allot under section 80 of the UK Companies
    Act 1985 (as amended) (the “Act”) and the
    extent of the powers to allot equity securities conferred on the
    directors under section 95 of the Act;



 



    1.3 information on the file held at Companies House in
    respect of the Company disclosed by an online search carried out
    by us at Companies House at • and
    on • January 2006;



 



    1.4 a copy of an extract of the minutes of a meeting of the
    board of directors of the Company held
    on • January 2006 and a meeting of a committee of
    the board of directors of the Company held
    on • January 2006, copies of which are attached
    to the Secretary’s Certificate;



 



    1.5 a copy of the resolutions of the Company’s
    shareholders dated • January 2006, a copy of
    which is attached to the Secretary’s Certificate;



 



    1.6 [Reserved];



 



    1.7 a [draft] dated January [23], 2006 of the Securities
    Purchase Agreement,



 



    but in relation to 1.7 above, for the sole limited purpose of
    this Opinion and specifically not in relation to compliance with
    the laws of the United States or any State or jurisdiction
    thereof, the rules of any non-UK regulatory body (including
    without limitation, SEC), any securities exchange (including
    without limitation, NASDAQ) or matters of fact.



 


		
	
    2.  
    
	
    Assumptions




 



    For the purposes of this Opinion we have assumed without
    investigation:



 



    2.1 the authenticity, accuracy and completeness of all
    documents submitted to us as originals or copies, the
    genuineness of all signatures and the conformity to original
    documents of all copies;



 



    2.2 the Securities Purchase Agreement is signed in the form
    of the draft referred to in paragraph [1.7] above;



 



    2.3 the capacity, power and authority of each of the
    parties (other than the Company) to enter into and perform any
    documents reviewed by us;




    

    C-1








 





 



    2.4 the due execution and delivery of any documents
    reviewed by us in compliance with all requisite corporate
    authorisations (other than the execution by the Company of the
    Securities Purchase Agreement);



 



    2.5 that all agreements examined by us are legal, valid and
    binding under the laws by which they are (or are expressed to
    be) governed;



 



    2.6 that the contents of the Secretary’s Certificate
    were true when given and remain true and that there is no matter
    not referred to in that Certificate which would make any of the
    information in the Secretary’s Certificate incorrect or
    misleading;



 



    2.7 that no change has occurred to the information on file
    at Companies House since the time of our search
    at • and on • January 2006;



 



    2.8 that, having undertaken such Companies House search and
    a winding up search at the Companies Court in England
    on • January 2006 and having made enquiries of
    the Company Secretary (the “Searches and
    Enquiries”) (but having made no other searches or
    enquiries) and the Searches and Enquiries not revealing any of
    the same, no members’ or creditors’ voluntary winding
    up resolution has been passed and no petition has been presented
    and no order has been made for the administration, winding up or
    dissolution of the Company and no receiver, administrative
    receiver, administrator or similar officer has been appointed in
    relation to the Company or any of its assets;



 



    2.9 that:



 



    (a) no alteration shall have been made as at the date of
    allotment of the Shares to either the memorandum of association
    or the articles of association of the Company;



 



    (b) as at the date of allotment of such Shares, the number
    of Shares to be allotted shall fall within the authorised and
    unallotted share capital of the Company; and



 



    (c) at the time of issue of the Shares the Company shall
    have received in full in cash the subscription price payable for
    the Shares and shall have entered the holder or holders thereof
    in the register of members of the Company showing that all the
    Shares shall have been fully paid up as to their nominal value
    and any premium thereon as at the date of their allotment;



 



    2.10 that:



 



    (a) a meeting of the board of directors of the Company (or
    a duly constituted and empowered committee thereof) shall have
    been duly convened and held and a valid resolution passed at
    such meeting to approve the allotment and issue of the Shares;



 



    (b) as at the date of allotment of the Shares, the
    directors of the Company shall have sufficient powers conferred
    on them to allot the Shares under section 80 of the Act and
    under section 95 of the Act as if section 89(1) of the
    Act did not apply to such allotment;



 



    (c) that the directors will use all their authorities and
    exercise all their powers in connection with the allotment and
    issue of the Shares and setting the subscription price in each
    case bona fide in the interests of the Company;



 



    (d) the Company shall not issue (or purport to issue)
    Shares having an aggregate nominal value in excess of
    £75,384,763;



 



    (e) no Shares shall be issued at a discount to their
    nominal value (whether in pounds sterling or equivalent in any
    other currency);



 



    (f) in the event that the Shares are allotted at a price
    per share which is less than the then current market price for
    the Shares on the Nasdaq Stock Market, the issue price will be a
    fair price which is reasonable in all the circumstances;



 



    2.11 that the Shares shall not be offered to the public in
    the United Kingdom in breach of any UK laws or regulations
    concerning the offer of securities to the public;




    

    C-2








 





 



    2.12 that no Shares shall be issued such that any person,
    or persons acting in concert, whether in one or more
    transactions and whether or not aggregated with any existing
    holding, shall acquire shares in the Company carrying
    30 per cent or more of the voting rights of the Company or
    otherwise to be required to make a mandatory offer under
    Rule 9 of the City Code on Takeovers and Mergers;



 



    2.13 that the Company’s American Depositary Shares
    represent shares in the Company on a
    one-for-one
    basis; and



 



    2.14 that no shares or securities in the Company are listed
    on any recognised investment exchange in the United Kingdom (as
    defined in section 285 of the Financial Services and
    Markets Act 2000).



 


		
	
    3.  
    
	
    Opinion




 



    Based upon and subject to the foregoing, and subject to the
    reservations mentioned below and to any matters not disclosed to
    us, we are of the opinion that:



 



    (a) the Company is duly incorporated and validly existing
    as a public limited company in good standing under the laws of
    England and Wales, with corporate power and authority to own,
    lease and operate its properties and conduct its business as a
    neuroscience company focussed on the development and
    commercialisation of novel drugs for the treatment of central
    nervous system disorder, to execute the Securities Purchase
    Agreement and to allot and issue the Shares as described therein;



 



    (b) the Securities Purchase Agreement has been (or will
    when signed by a director of the Company have been) duly
    authorised, executed and delivered by the Company. Such
    execution of the Securities Purchase Agreement by the Company
    will not conflict with the memorandum and articles of
    association of the Company, nor with the laws of England and
    Wales;



 



    (c) upon payment therefor, the Shares will have been duly
    authorised and validly issued and will be fully paid and
    non-assessable. For the purposes of this opinion, we have
    assumed the term “non-assessable” in relation to the
    Shares means under English law that holders of such Shares, in
    respect of which all amounts due on such Shares as to the
    nominal amount and any premium thereon have been fully paid,
    will be under no obligation to contribute to the liabilities of
    the Company solely in their capacity as holders of such
    Shares; and



 



    (d) no further approval of the shareholders of the Company
    is required in connection with the allotment and issue of the
    Shares and the performance by the Company of the Securities
    Purchase Agreement.



 


		
	
    4.  
    
	
    Reservations




 



    Our reservations are as follows:



 



    4.1 we express no opinion as to any law other than English
    law in force, and as interpreted, at the date of this Opinion.
    We are not qualified to, and we do not, express an opinion on
    the laws of any other jurisdiction. In particular and without
    prejudice to the generality of the foregoing, we have not
    independently investigated the laws of the United States of
    America or the State of New York or the rules of any non-UK
    regulatory body (including without limitation, SEC) or any
    securities exchange (including without limitation, NASDAQ) for
    the purpose of this Opinion;



 



    4.2 this Opinion deals exclusively with the statutory
    authorities and powers required by the directors of the Company
    to allot the Shares and not with any contractual restrictions
    which may be binding on the Company or its directors or any
    investing institutions’ guidelines;



 



    4.3 the information contained in searches obtained from the
    Registrar of Companies is not always up to date or complete as a
    result of inaccuracies or delays in filing by the persons
    responsible
    and/or
    misfiling or delays by staff at Companies House;



 



    4.4 the list of members maintained by the Company’s
    registrars does not disclose details of the payment up of any
    Shares, such details being recorded by the Company in a separate
    register of allotments which contains certain of the information
    required under the Act and we assume that the same procedure
    will be adopted in relation to the Shares; and




    

    C-3








 





 



    4.5 no allotment of any Shares has yet taken place and no
    such allotment may in any event take place.



 



    This Opinion speaks only as at the date hereof. Notwithstanding
    any reference herein to future matters or circumstances, we have
    no obligation to advise the addressee (or any third party) of
    any changes in the law or facts that may occur after the date of
    this Opinion.



 



    This Opinion is given on condition that it is governed by and
    shall be construed in accordance with English law in force and
    interpreted at the date of this Opinion. We have not
    investigated the laws of any country other than England and
    Wales.



 



    This Opinion is given solely to you for the purpose of the
    Securities Purchase Agreement. It may not be used nor relied
    upon for any other purpose or by any other person.



 



    Yours faithfully



 



    Kirkpatrick & Lockhart Nicholson Graham LLP




    

    C-4








 







    EXHIBIT D



 




    FORM OF
    LEGAL OPINION OF US COUNSEL TO THE COMPANY



 



    January [26], 2006



 



    [NAME]




    [ADDRESS]



 



    Re: Amarin Corporation plc



 



    Dear [NAME]:



 



    This opinion is being furnished to you pursuant to
    Section 5.2(d) of the Securities Purchase Agreement, dated
    January 23, 2006 (the “Purchase
    Agreement”), between you ( a
    “Purchaser”) and Amarin Corporation plc, a
    public limited company organized under the laws of England and
    Wales (the “Company”) relating to the issuance
    and sale today to the Purchaser by the Company of an aggregate
    of
    [          ]
    ordinary shares, par value £0.05, of the Company (the
    “Shares”) and the warrants to purchase
    [          ]
    ordinary shares of the Company as described therein (the
    “Warrants” and collectively with the Shares,
    the “Securities”). Capitalized terms used
    herein and not otherwise defined herein shall have the meanings
    ascribed thereto in the Purchase Agreement.



 



    In rendering the opinions set forth herein, we have examined
    originals, photocopies or conformed copies certified to our
    satisfaction of all such company or corporate records,
    agreements, instruments and documents of the Company and its
    subsidiaries, certificates of public officials and other
    certificates and opinions, and have made such other
    investigations, as we have deemed necessary in connection with
    the opinions set forth herein. In such examination, we have
    assumed the genuineness of all signatures, the authenticity of
    all documents submitted to us as originals, the conformity to
    original documents of all documents submitted to us as certified
    or photocopies or conformed copies and the authenticity of
    originals of such documents. We have relied, to the extent we
    deem such reliance proper, on certificates of officers of the
    Company and its subsidiaries as to factual matters.



 



    Based upon the foregoing, it is our opinion that assuming
    (i) the accuracy of the representations and warranties of
    the Company contained in the Purchase Agreement, (ii) the
    accuracy of the representations and warranties of the Purchaser
    in the Purchase Agreement and (iii) the Placement Agent for
    the December Private Placement did not engage in any activity
    with respect to the securities offered and sold pursuant thereto
    that would constitute a public offering within the meaning of
    Section 4(2) of the Securities Act, it is not necessary in
    connection with the issuance and sale of the Securities to the
    Purchaser under the circumstances contemplated by the Purchase
    Agreement to register the sale of the Securities to the
    Purchaser under the Securities Act of 1933, as amended, it being
    understood that no opinion is being expressed as to any
    subsequent resale of the Securities.



 



    We are members of the Bar of the State of New York and do not
    purport to be experts in, or to express any opinion concerning,
    the laws of any jurisdictions other than the laws of the State
    of New York and the federal laws of the United States of America.



 



    This opinion is solely for your benefit as Purchaser of the
    Securities and neither this opinion nor any part hereof may be
    delivered to or used or relied upon by any person other than you
    without our prior written consent.



 



    Very truly yours,




    

    D-1








 







    EXHIBIT E



 




    FORM OF
    LEGAL OPINION OF GENERAL COUNSEL OF THE COMPANY



 



    Amarin Corporation plc




    7 Curzon Street




    London W1J 5HG




    United Kingdom



 



    January [26], 2006



 



    [NAME]




    [ADDRESS]



 



    Dear [NAME]:



 



    I am General Counsel of Amarin Corporation, plc (the
    “Company”). This opinion is being furnished to
    you because of the issuance and sale today by the Company of
    [          ]
    ordinary shares, par value £0.05, of the Company (the
    “Shares”) and
    [          ]
    warrants (the “Warrants”).



 



    In rendering the opinion set forth herein, I have examined
    originals, photocopies or conformed copies certified to my
    satisfaction of all such company or corporate records,
    agreements, instruments and documents of the Company and its
    subsidiaries, certificates of public officials and other
    certificates and opinions, and have made such other
    investigations, as I have deemed necessary in connection with
    the opinions set forth herein. In such examination, I have
    assumed the genuineness of all signatures, the authenticity of
    all documents submitted to me as originals, the conformity to
    original documents of all documents submitted to me as certified
    or photocopies or conformed copies and the authenticity of
    originals of such documents. I have relied, to the extent I deem
    such reliance proper, on certificates of officers of the Company
    and its subsidiaries as to factual matters.



 



    Whenever a statement herein is qualified as to knowledge, it is
    intended to indicate that I do not have current actual knowledge
    of the inaccuracy of such statement. However, except as
    otherwise expressly indicated, I have not undertaken any
    independent investigation to determine the accuracy of any such
    statement.



 



    Based upon the foregoing, it is my opinion (assuming that the
    relevant provisions of the laws of Scotland are substantially
    the same as the laws of England and Wales) that:



 



    (a) Amarin Neuroscience Limited, a subsidiary of the
    Company (the “Subsidiary”), is duly
    incorporated and validly existing in good standing under the
    laws of Scotland, with corporate power and authority to own,
    lease and operate its properties and conduct its business as
    presently conducted;



 



    (b) the Company and the Subsidiary are duly qualified to do
    business and are in good standing in each jurisdiction where the
    ownership or leasing of their properties or the conduct of their
    business requires such qualification, except where the failure
    to be so qualified and in good standing would not, individually
    or in the aggregate, have a material adverse effect;



 



    (c) the execution and delivery of the Securities Purchase
    Agreement entered into between the Company and the purchasers of
    the Shares and Warrants on this date (the
    “Agreement”), the consummation of the
    transactions contemplated thereby and compliance by the Company
    with the provisions thereof will not conflict with, constitute a
    default under or violate (i) any of the terms, conditions
    or provisions of the Memorandum of Association of the Company,
    (ii) any of the terms, conditions or provisions of any
    material document, agreement or other instrument to which the
    Company is a party or by which it is bound of which I am aware,
    (iii) any federal law or regulation (other than federal and
    state securities or blue sky laws, as to which I express no
    opinion in this paragraph) or any judgment, writ, injunction,
    decree, order or ruling of any court or governmental authority
    binding on the Company in any court of England and Wales of
    which I am aware, except where such breach, violation or default
    would not individually or in the aggregate have a material
    adverse effect; and




    

    E-1








 





 



    (d) No consent, approval, waiver, license, qualification or
    authorization or other action by or filing or registration with
    or declaration to any governmental authority is required in
    connection with the execution and delivery by the Company of the
    Agreement or the consummation by the Company of the transactions
    contemplated thereby under the law of England and Wales.



 



    This opinion expressed herein is (a) as of the date hereof,
    and I expressly disclaim any undertaking, obligation or
    responsibility to update or advise you of any changes to this
    opinion for any reasons after the date here, (b) strictly
    limited to the matters stated herein, and no other or more
    extensive opinion is intended, implied or to be inferred beyond
    the matters expressly stated herein, (c) an expression of
    professional judgment in my capacity as General Counsel of the
    Company and not in my individual capacity and is not a guarantee
    of a particular result and should not be construed or relied on
    as such and (d) solely for your benefit as the purchaser
    and neither this opinion nor any part hereof may be delivered to
    or used or relied upon by any person other than you without our
    prior written consent.



 



    Very truly yours,



 


			
	 	    By: 
	
        









    Jonathan Lamb




    

    E-2








 







    DISCLOSURE
    SCHEDULES



 




    SCHEDULE 1  USE
    OF PROCEEDS



 



    The proceeds from this offering will be $2.0 million. The
    Company intends to use the net proceeds of this offering (after
    offering expenses) primarily for general working capital,
    clinical trials, research and development expenses,
    administrative expenses and for potential acquisitions of, or
    investments in, complementary businesses, products and
    technologies.



 




    SCHEDULE 2  NASD
    COMPLIANCE



 



    Pursuant to NASD Rule 4350(a)(1) for Foreign Private
    Issuers, the Company has elected to follow the home country
    practice of the United Kingdom in lieu of the requirements of
    NASD Rules 4350(i)(D) and 4350(i)(1)(A). Under NASD
    4350(i)(D), issuers are required to obtain shareholder approval
    prior to the issuance of common stock at a price less than the
    greater of book or market value which together with sales by
    officers, directors or substantial shareholders of the company
    that equals 20% or more of the common stock or more of the
    voting power outstanding. Under NASD 4350(i)(1)(A), issuers are
    required to obtain shareholder approval prior to when a stock
    option or purchase plan is established or materially amended or
    other equity compensation arrangement is made pursuant to which
    stock may be acquired by officers, directors, employees or
    consultants of the issuer, subject to certain exceptions. No
    requirements similar to those described in the preceding two
    sentences exist under the laws of the England and Wales.



 




    SCHEDULE 3  ENFORCEABILITY
    OF CIVIL LIABILITIES



 



    The Company is a public limited company incorporated in England
    and Wales. A number of the directors and executive officers of
    the Company are non-residents of the United States, and all or a
    substantial portion of the assets of such persons are located
    outside the United States. As a result, it may not be possible
    for Purchasers to effect service of process within the United
    States upon such persons or to enforce against them in
    U.S. courts judgments obtained in U.S. courts
    predicated upon the civil liability provisions of the federal
    securities laws of the United States. The Company has been
    advised by its English solicitors that there is doubt as to the
    enforceability in England, in original actions or in actions for
    enforcement of judgments of U.S. courts, of civil
    liabilities to the extent predicated upon the federal securities
    laws of the United States.



 




    SCHEDULE 4  CERTAIN
    TRANSFER RESTRICTIONS



 



    THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
    TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
    EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS
    AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
    REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
    AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
    THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.



 




    SCHEDULE 5  RISK
    FACTORS



 



    The funds generated from this equity offering may not end the
    Company’s need to find additional capital resources.



 



    Prior to the completion of this offering and the December
    Private Placement, the Company is forecast to have sufficient
    cash to fund its group operating activities into the second
    quarter of 2006. In addition, the Company intends to obtain
    additional funding through earning license fees from partnering
    its drug development pipeline
    and/or
    completing further equity-based financings such as this
    offering. There is no assurance, however, that this offering and
    the December Private Placement will eliminate the uncertainty as
    to whether the Company will be able to fund our operations on an
    ongoing basis. The Company will also require further capital
    investment in the future to implement our long-term growth
    strategy of acquiring additional development stage
    and/or
    marketable products, recruiting clinical, regulatory and sales
    and marketing personnel, and growing our business. The
    Company’s ability to execute its business strategy and
    sustain its infrastructure at its current level will continue to
    be impacted by the




    

    1








 






    Company’s ability to raise additional capital
    and/or
    obtain additional funding. Depending on market conditions in the
    future and the Company’s ability to maintain financial
    stability, the Company may not have access to additional capital
    on reasonable terms or at all. Any inability to obtain
    additional financing when needed would have a material adverse
    effect on the Company’s business and on its ability to
    operate its business on an ongoing basis.




    

    2