exv4w59



 







    Exhibit 4.59



 


 




    DATED 29
    DAY OF MARCH 2006



 




    (1) AMARIN
    CORPORATION PLC




    and




    (2) DALRIADA LIMITED



 




 



    CORPORATE CONSULTANCY AGREEMENT



 




 












 







    INDEX



 


	 	 	 	 	 	 	 
	
 
	
    1
	
 
	
 
	
    Definitions and Interpretation
    
	
 
	
 

	
 
	
    2
	
 
	
 
	
    Consultancy Services
    
	
 
	
 

	
 
	
    3
	
 
	
 
	
    Duration
    
	
 
	
 

	
 
	
    4
	
 
	
 
	
    Consultant’s Obligations
    
	
 
	
 

	
 
	
    5
	
 
	
 
	
    Fee / Expenses
    
	
 
	
 

	
 
	
    6
	
 
	
 
	
    Termination
    
	
 
	
 

	
 
	
    7
	
 
	
 
	
    Use of Confidential Information
    
	
 
	
 

	
 
	
    8
	
 
	
 
	
    Status and Indemnity
    
	
 
	
 

	
 
	
    9
	
 
	
 
	
    Intellectual Property Rights
    
	
 
	
 

	
 
	
    10
	
 
	
 
	
    Severability
    
	
 
	
 

	
 
	
    11
	
 
	
 
	
    Binding on Successors and
    Assignments
    
	
 
	
 

	
 
	
    12
	
 
	
 
	
    Variation
    
	
 
	
 

	
 
	
    13
	
 
	
 
	
    Whole Agreement
    
	
 
	
 

	
 
	
    14
	
 
	
 
	
    Waiver, Release and Remedies
    
	
 
	
 

	
 
	
    15
	
 
	
 
	
    Notices
    
	
 
	
 

	
 
	
    16
	
 
	
 
	
    Governing Law and Jurisdiction
    
	
 
	
 



















 




    THIS AGREEMENT, is made on 29 March 2006
    BETWEEN



 


		
	    (1)  	
    Amarin Corporation plc, a company incorporated under the laws of
    United Kingdom having its registered office at 7 Curzon Street,
    London, W1J 5HG (the “Company”)




 



    AND



 


		
	    (2)  	
    Dalriada Limited, a Bermuda exempted company limited by shares
    and having its registered office at Clarendon House, 2 Church
    Street, Hamilton HM 11, Bermuda (the
    “Consultant”).




 



    WHEREAS



 


		
	    A.  	
    The Consultant has certain skills and abilities and provides
    consultancy/advisory/management consultancy services which the
    Company wishes to avail of on a non-exclusive “as
    required” basis.




 


		
	    B.  	
    The Consultant as an independent contractor is willing and
    hereby agrees to provide services to the Company as set out
    herein.




 



    NOW IT IS HEREBY AGREED as follows:



 



    1    DEFINITIONS AND INTERPRETATION



 



    Definitions



 



    In this Agreement unless the context otherwise requires or
    unless otherwise specified:



 



    “Associated Undertaking” means any undertaking
    which from time to time is a subsidiary undertaking of the
    Company or is the parent undertaking of the Company or a
    subsidiary undertaking of any such parent undertaking and for
    the purposes of this definition “subsidiary undertaking
    “and “parent undertaking” shall have the meanings
    respectively given to them by Regulations 3 and 4 of the
    European Communities (Companies: Group Accounts) Regulations,
    1992.



 



    “Confidential Information” means any
    proprietary information of the Company or the Group, including
    without prejudice to the generality of the foregoing,
    information which concerns the business, finance, strategy,
    organisation, suppliers or customers or research programs or
    Intellectual Property of the Company or the Group, which shall
    have come to the Consultant’s knowledge during the course
    of this Agreement.



 



    “Effective Date” means January 1, 2006.



 



    “Group” means the Company and all Associated
    Undertakings.



 



    “Intellectual Property” means discoveries,
    concepts, ideas and improvements to existing technology whether
    or not written down or otherwise converted to tangible form,
    patents, designs, trade marks, trade names, goodwill,
    copyrights, all rights in inventions, designs, processes,
    formulae, notations, improvements, know-how, goodwill,
    reputation, moulds, get-up, computer programmes and analogous
    property, plans, models, literary, dramatic, musical and
    artistic works and all other forms of industrial or intellectual
    property (in each case in any part of the world and whether or
    not registered or registerable and to the fullest extent thereof
    and for the full period thereof and all extensions and renewals
    thereof) and all applications for registration thereof and all
    rights and interests, present and future, thereto and therein.



 



    “UK” means the United Kingdom.



 



    “£” means UK Pounds.



 



    “Services” means the consultancy services
    provided by the Consultant, including but not limited to
    consultancy services relating to financing and other corporate
    finance matters, investor and media relations and implementation
    of corporate strategy.



 



    2    CONSULTANCY SERVICES



 



    The Company engages the Consultant to provide the Services and
    the Consultant agrees to provide the Services upon the terms and
    conditions set out herein.




    

    2






 






    3     DURATION



 


		
	    3.1  	
    This Agreement shall be deemed to have commenced on the
    Effective Date and shall be for an initial period of 1 year
    from the Effective Date and shall renew thereafter automatically
    for rolling periods of 1 year, unless at any time the
    Agreement is terminated by either party in accordance with
    clause 6.




 



    4     CONSULTANT’S
    OBLIGATIONS



 


		
	    4.1  
	    For the purpose of this Agreement and the provision of the
    Services, the Consultant shall procure and make available to the
    Company the services, skills and expertise of Mr. Thomas G.
    Lynch and any additional or substitute persons as may be agreed
    between the parties hereto (“the Consultant’s
    Representative”).

	 
	    4.2  
	    The Consultant is retained on a non-exclusive “as
    required” basis to provide the Services to the Company.




 



    5     FEE / EXPENSES



 


		
	    5.1  
	    The Company will pay to the Consultant a fee of
    £240,000 per annum for the provision of the Services,
    which will be paid to the Consultant quarterly in arrears. This
    fee will be reviewed by the Company and the Consultant on an
    annual basis in advance of renewal in accordance with clause 3.1.

	 
	    5.2  
	    The Company shall reimburse the Consultant in respect of all
    expenses reasonably incurred in the proper performance of the
    Services, subject to the Consultant providing such receipts or
    other evidence as the Company may require.




 



    6     TERMINATION



 


		
	    6.1  
	    This Agreement may be terminated by either party giving to the
    other not less than three months prior notice in writing.

	 
	    6.2  
	    Each of the parties shall be entitled to forthwith terminate
    this Agreement if the other party:




 


			
	 	     6.2.1 
	
    shall be in breach of any of the terms of this Agreement; or

	 
	 	     6.2.2 
	
    goes into liquidation, receivership or Court protection or
    enters into an arrangement with its creditors.




 



    7     USE OF CONFIDENTIAL
    INFORMATION



 


		
	    7.1  	
    The Consultant acknowledges:-




 


			
	 	     7.1.1 
	
    that the Company possesses a valuable body of Confidential
    Information; and

	 
	 	     7.1.2 
	
    that the Company will give the Consultant access to Confidential
    Information in order to facilitate the proper provision of the
    Services.




 


		
	    7.2  
	    The Consultant shall and shall procure that its servants or
    agents (including the Consultant’s Representative) shall
    keep secret and shall not at any time either during the term of
    this Agreement, or after its termination for whatever reason,
    use, communicate, reveal, or cause any unauthorised disclosure
    to any person any of the Confidential Information.

	 
	    7.3  
	    The restrictions contained in this clause shall not apply to any
    disclosure required in the ordinary and proper course of the
    provision of the Services under this Agreement or as required by
    the order of a court of competent jurisdiction or an appropriate
    regulatory authority or any information which the Consultant can
    demonstrate was known to the Consultant prior to the
    commencement of this Agreement or is in the public domain
    otherwise than as a result of a breach of this clause.




 



    8     STATUS AND INDEMNITY



 


		
	    8.1  	
    It is hereby declared that the Consultant’s Representative
    is not and will not become an employee of the Company and it is
    agreed that the Consultant shall be responsible for all payments
    to the Consultant’s Representative for his services to the
    Consultant for the purposes of this Agreement and will be
    responsible for, if applicable, the deduction of income tax
    liabilities and pay related social insurance or similar
    contributions in respect of any payments to the
    Consultant’s Representative. The Consultant hereby agrees
    to indemnify and hold harmless the Company against any claims or
    demands that may be made by the relevant





    

    3








 


		
		
    authorities in respect of income tax, pay related social
    insurance, penalties or interest relating to payments to the
    Consultant’s Representative in respect of his services to
    the Consultant for the purposes of this Agreement.





 



    In his capacity as the Consultant’s Representative
    hereunder, the Consultant’s Representative shall not be
    entitled to any fee, salary, pension, bonus, or other fringe
    benefits from the Company.



 


		
	    8.2  
	    It is further declared that this Agreement shall not constitute
    or create a partnership between the parties or between either
    party.

	 
	    8.3  
	    It is acknowledged by the Company that the Consultant will be
    free to undertake activities and offer the same or other
    services (including the services of the Consultant’s
    Representative) at the same time.

	 
	    8.4  
	    The indemnity contained in this clause 8 shall remain in full
    force and effect notwithstanding termination by either party in
    any manner whatsoever.




 



    9     INTELLECTUAL PROPERTY
    RIGHTS



 


		
	    9.1  
	    This clause 9 applies to any Intellectual Property produced
    invented or discovered by the Consultant, its servants or
    agents, including the Consultant’s Representative, whether
    alone or with any other person at any time during the term of
    this Agreement which relates directly to the business of the
    Group.

	 
	    9.2  
	    All Intellectual Property to which this clause 9 applies shall
    to the fullest extent permitted by law belong to, vest in and be
    the absolute and sole property of the Company.

	 
	    9.3  
	    The Consultant hereby undertakes in relation to any Intellectual
    Property to which this clause 9 applies:




 


			
	 	     9.3.1 
	
    to hold on trust for the benefit of the Company any such
    Intellectual Property to the extent that the same may not be,
    and until the same is, vested absolutely in the Company;

	 
	 	     9.3.2 
	
    at the expense of the Company, to execute all such documents,
    make such applications, give such assistance and do such acts
    and things as may be necessary or desirable to vest in and
    register or obtain letters patent in the name of the Company and
    otherwise to protect and maintain such Intellectual Property.




 



    10     SEVERABILITY



 



    In the event that any of these terms, conditions or provisions,
    or any part thereof, should be determined to be invalid,
    unlawful or unenforceable, such term, condition or provision, or
    any part thereof, shall be severed from the remaining terms,
    conditions and provisions which will continue to be valid to the
    fullest extent permitted by law.



 



    11     BINDING ON SUCCESSORS AND
    ASSIGNMENTS



 


		
	    11.1  
	    This Agreement shall enure for the benefit of and be binding
    upon the respective parties hereto and their respective
    successors and assigns.

	 
	    11.2  
	    Neither party may assign or transfer this Agreement or any of
    the rights arising hereunder without the prior written consent
    of the other party.




 



    12     VARIATION



 



    No variation of this Agreement shall be valid unless it is in
    writing and signed by or on behalf of each of the parties hereto.



 



    13     WHOLE AGREEMENT



 



    This Agreement contains the whole agreement between the parties
    hereto relating to the transactions provided for in this
    Agreement and supersedes all previous agreements (if any)
    between such parties in respect of such matters and each of the
    parties to this Agreement acknowledges that in agreeing to enter
    into this Agreement, it has not relied on any representations or
    warranties except for those contained in this Agreement.



 



    14     WAIVER, RELEASE AND
    REMEDIES




    

    4






 






    14.1 A waiver by either party of any breach of any of the terms,
    provisions or conditions of this Agreement shall not constitute
    a general waiver of such term, provision or condition or to any
    subsequent act contrary thereto.



 



    14.2 Any remedy or right conferred upon either party for breach
    of this Agreement shall be in addition to and without prejudice
    to all other rights and remedies available to it whether
    pursuant to this Agreement or otherwise provided for by law.



 



    15  NOTICES



 



    Any notice or other communication whether required or permitted
    to be given hereunder shall be given in writing and shall be
    deemed to have been duly given if delivered by hand against
    receipt of the addressee or if transmitted by fax or sent by
    prepaid registered post addressed to the party to whom such
    notice is to be given.



 



    Any such notice shall be deemed to have been duly given if
    delivered at the time of delivery, if transmitted by fax at the
    time of termination of the transmission, and if sent by prepaid
    registered post as aforesaid forty eight hours after the same
    shall have been posted.



 



    16  GOVERNING LAW AND JURISDICTION



 



    This Agreement shall be governed by and construed in accordance
    with the laws of UK and the courts of UK shall have
    non-exclusive jurisdiction to deal with all disputes arising
    from this Agreement.



 



    IN WITNESS whereof this Agreement has been duly executed
    on the date shown at the beginning of this Agreement.



 



    SIGNED by and on behalf




    of the Company by:



 


			
	    SIGNED: 
	
    RICHARD A.B. STEWART
	 







    Richard A.B. Stewart




    Chief Executive Officer



 



    SIGNED by and on behalf




    of the Consultant by:



 


			
	    SIGNED: 
	
    THOMAS G. LYNCH
	 







    Thomas G. Lynch




    Director




    

    5