Exhibit 4.32


 


EXECUTION COPY


 


 


Date:  4 August 2003


 


 


ELAN CORPORATION, PLC.


 


ELAN PHARMA INTERNATIONAL LIMITED


 


ELAN INTERNATIONAL SERVICES, LTD.


 


ELAN PHARMACEUTICALS, INC.


 


MONKSLAND HOLDINGS BV


 


AND


 


AMARIN CORPORATION PLC.


 


 


AMENDED AND RESTATED MASTER AGREEMENT


 

















 


INDEX


 


	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  NO EXISTING BREACHES
  KNOWN

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  CHARGE;
  AUGUST 2003 AMENDMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  LIMITED WAIVER (PERMAX)

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  MORATORIUM

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  ASSET SALES

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  USE OF PROCEEDS
  OF ASSET SALES ETC.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  CONDITIONAL RELEASE

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  USE OF SUBSEQUENT
  PROCEEDS

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  GENERAL
  PROVISIONS RELATING TO PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  OPTION
  TO CONVERT DEBT INTO ORDINARY SHARES

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  INVESTOR RELATIONS
  PROGRAM

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  REPRESENTATIONS,
  WARRANTIES AND COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  MISCELLANEOUS

  	
   

  



 

















 


THIS AMENDED
AND RESTATED AGREEMENT is made the 4th August 2003


 


BETWEEN:


 


(1)                                 ELAN CORPORATION, PLC., a public
limited company incorporated in the Republic of Ireland, whose registered
office is at Lincoln House, Lincoln Place, Dublin 2, Ireland (“Elan Corp”)


 


(2)                                 ELAN PHARMA INTERNATIONAL LIMITED,  a company incorporated in  the
Republic of Ireland, whose registered office is at WIL House, Shannon Business
Park, Shannon, Co Clare, Ireland (“EPIL”)


 


(3)                                 ELAN INTERNATIONAL SERVICES, LTD., a Bermuda
exempted limited liability company incorporated under the laws of Bermuda and
having its registered office at Clarendon House, 2 Church Street, Hamilton,
Bermuda (“EIS”)


 


(4)                                 ELAN PHARMACEUTICALS, INC.,  a corporation duly organized
and existing under the applicable laws of the State of Delaware, having a
principal place of business in South San Francisco, California (“EP Inc”)


 


(5)                                 MONKSLAND HOLDINGS BV, a private company limited by
shares incorporated in the Netherlands under registered number 33265127, whose
registered office is at Amsteldijk 166, 1079 Amsterdam, Netherlands (“Monksland”)


 


(6)                                 AMARIN CORPORATION PLC, a company incorporated in
England and Wales (registered no. 002353920), whose registered office is 7
Curzon Street, London, W1J 5HG England (“Amarin”)


 


WHEREAS:


 


(A)                              Elan and Amarin are parties to
a Master Agreement dated 27 January 2003. 
Pursuant to that Master Agreement, Elan and Amarin executed the
Amendments (as defined therein).


 


(B)                                Amarin wishes to further
restructure its relationship with Elan, and accordingly the parties have agreed
to do so upon the terms set out in this Agreement and in the August 2003
Amendments (as defined below).


 


NOW
IT IS AGREED in
consideration of the mutual promises and undertakings set out herein as
follows:


 


1.                                           DEFINITIONS AND INTERPRETATION


 


1.1.                                   Definitions:


 


“ADR”
shall mean the American Depositary Receipts of Amarin representing Amarin’s
American Depositary Shares (“ADSs”), each of which currently represents
one ordinary share of £1 in the capital of the Amarin and as are traded on the
Nasdaq National Market under the symbol “AMRN”.


 


1

















 


“Affiliate” shall mean any corporation or
entity controlling, controlled by or under the common control of Elan or Amarin
or any third party, as the case may be. 
For the purpose of this definition, “control” shall mean direct or indirect
ownership of fifty percent (50%) or more of the stock or shares entitled to
vote for the election of directors.


 


“this Agreement” shall mean this amended and
restated agreement and shall include the Recitals and Schedules hereto.


 


“August 2003 Amendments” shall mean the
Carnrick Amendment, the Loan Amendment, the Permax Amendment and the Zelapar
Amendment together.


 


“Carnrick Agreement” shall mean the Amended
and Restated Asset Purchase Agreement dated as of 29 September 1999 (which
agreement concerned certain products known as the “Carnrick products”) by and
between EP Inc and Amarin, as varied.


 


“Carnrick Amendment” shall mean the
Amendment Agreement No. 2 relating to the Carnrick Agreement, the final and
definitive form of which is attached hereto.


 


“Change of Control” shall mean circumstances
where any third party shall, directly or indirectly, acquire fifty percent
(50%) or more of the then voting stock of Amarin, or otherwise merge,
consolidate or enter into any similar transaction (or binding agreement in
respect thereof) with Amarin in a transaction after which Amarin is not the
controlling entity.


 


“Charge” shall mean the Fixed and Floating
Charge over the entire assets and business of Amarin, in favour of Elan Corp,
EPIL, EIS, EP Inc and Monksland, the final and definitive form of which is
attached hereto.


 


“Deferred Payment” shall have the same
meaning as in the Carnrick Agreement, as amended by the Carnrick Amendment.


 


“Demandable Date” shall mean the soonest of:


 


(a)          one (1) business day after the receipt by
Amarin of Net Proceeds of the Legacy Sale, Swedish Sale and Further Equity
Financing of not less than US$30,000,000 (thirty million dollars);


 


(b)         a Change of Control; and


 


(c)          31 December 2003.


 


“Elan” shall mean Elan Corp, EPIL, EIS, EP
Inc and/or Monksland as the context requires.


 


“Elan Agreements” shall mean together :


 


(a)                        this Agreement;


 


2

















 


(b)                       the Existing Agreements, as
amended by the respective August 2003 Amendments;


 


(c)                        the Charge; and


 


(d)                       the Registration Rights Agreement
dated as of 21 October 1998 and amended by Amendment No. 1 and Waiver
dated 27 January 2003 between Amarin, EIS and Monksland —


 


and “Elan Agreement” shall have a
corresponding meaning.


 


“Existing Agreements” shall mean the
Carnrick Agreement, the Loan Agreement, the Permax Agreement and the Zelapar
Agreement.


 


“Further Equity Financing” shall mean all
and any equity financing by Amarin or any Affiliate, including by the issue of
shares of any class, warrants, debt convertible into equity and/or the grant of
the right to receive or to subscribe for shares of any class.


 


“Insolvency Event” shall mean circumstances
where:


 


(a)                             Amarin is unable to pay its
debts as they fall due, commences negotiations with any one or more of its
creditors (other than Elan Corp and/or its Affiliates) with a view to the
general readjustment or rescheduling of its indebtedness or makes a general
assignment for the benefit of or composition with its creditors;


 


(b)                            Amarin takes any corporate
action or other steps are taken or legal proceedings are started for its
winding up (which are not dismissed or struck out within seven days of
presentation), or for its dissolution, administration or re-organisation (other
than in connection with a bona fide solvent restructuring) or for the
appointment of a liquidator, receiver, administrator, administrative receiver,
trustee or similar officer of it or of all or a substantial part of its
revenues and assets; or


 


(c)                             any execution or distress is
levied against, or an encumbrancer takes possession of, the whole or any
substantial part of, the property, undertakings or assets of Amarin or any
event occurs which under the laws of any jurisdiction has a similar or
analogous effect.


 


“Legacy Sale” shall mean the sale to one or
more independent third parties of all or substantially all of the assets of
Amarin and/or its Affiliates relating to all or substantially all of the
following products/product lines: Motofen, Capital & Codeine, Nohalist and
the Bontril and Phrenilin families of products.


 


“Lilly” shall mean Eli Lilly and Company,
its successors or assigns.


 


“Lilly Agreement” shall mean the Amended and
Restated License and Supply Agreement dated as of 29 March 2002 between
Lilly and Amarin, relating to Permax.


 


3

















 


“Lilly Guaranty” shall mean
Section 3(A) of the Consent to Assignment, Continuance of Limited License,
Unconditional Continuing Limited Guaranty, and Confirmation of Continuing
Obligations Agreement, by and between Lilly and EP Inc, effective as of 29
March 2002.


 


“Loan” shall have the same meaning as in the
Loan Agreement, as amended by the Loan Amendment.


 


“Loan Agreement” shall mean the Loan
Agreement dated 28 September 2001 between Amarin and EPIL, as varied by
(i) a Deed of Variation dated 19 August 2002, (ii) a Deed of
Variation No. 2 dated 23 December 2002 and (iii) a Deed of Variation No. 3
dated 27 January 2003.


 


“Loan Amendment” shall mean the Deed of
Variation No. 4 relating to the Loan Agreement, the final and definitive form
of which is attached hereto.


 


“Net Proceeds” means in relation to (a) the
Legacy Sale and/or Swedish Sale or (b) Further Equity Financing; the gross
amount received by Amarin (and released from any applicable escrow) less
customary expenses properly incurred or reasonably expected to be incurred by
Amarin in connection with the conclusion of such transaction (including
bankers’, brokers, legal and accounting fees, printing fees, stamp duty, stamp
duty reserve tax, ADR issuance fees and NASDAQ fees related to the issuance of
ADRs, the registration of shares and/or the listing of ADRs, and fees of the
U.S. Securities and Exchange Commission related to the registration of shares
and/or ADRs, but for the avoidance of doubt not including interest, repayment of
principal, dividends or redemption of capital).


 


“Ordinary Shares” shall mean ordinary shares
of £1 (one pound sterling) each in the capital of Amarin.


 


“Outstanding Amounts” shall mean such of the
Deferred Payment, Loan and Total Divestiture Amount as may be outstanding at a
given time, whether or not immediately due, including the Relevant Payments.


 


“Permax Agreement” shall mean the Amended
and Restated Distribution, Marketing and Option Agreement dated 28
September 2001, by and between EP Inc and Amarin, as varied by Deed of
Variation dated 27 January 2003.


 


“Permax Amendment” shall mean the Deed of
Variation No. 2 relating to the Permax Agreement, the final and definitive form
of which is attached hereto.


 


“Relevant Payments” shall mean (a) interest
payable under Clauses 2.3 or 2.3A of the Loan Agreement; and (b) quarterly
payments towards the Total Divestiture Amount under Section 3.01(c)(ii) of
the Permax Agreement.


 


“Scherer Agreement” shall mean that certain
License and Supply Agreement dated as of February 25,1999 by and between R
P Scherer Corporation and EPIL, as it may be amended, assigned, novated,
restated or otherwise replaced from time to time.


 


4

















 


“Swedish Sale” shall mean the sale to an
independent third party of (a) all or substantially all the shares in Amarin’s
Affiliate Amarin Development AB, Malmö, Sweden (“Amarin AB”) or (b) all or
substantially all of the assets of Amarin AB.


 


“Total Divestiture Amount” shall have the
same meaning as in the Permax Agreement, as amended by the Permax Amendment.


 


“Zelapar Agreement” shall mean the Option
Agreement dated 28 June 2001, between EPIL and Amarin, as varied by Deed
of Variation dated 27 January 2003.


 


“Zelapar Amendment” shall mean the Amended and
Restated Option Agreement (Zelapar), between EPIL and Amarin, the final and
definitive form of which is attached hereto.


 


“$” and “US$” shall mean United States
dollars.


 


1.2.                                   Interpretation:


 


In this
Agreement:


 


1.2.1                             the singular includes the
plural and vice versa; references to words in one gender include references to
the other genders; and references to natural persons includes corporate bodies,
partnerships and vice versa;


 


1.2.2                             any reference to a Clause or
Schedule, unless otherwise specifically provided, is to a Clause or
Schedule of or to this Agreement;


 


1.2.3                             the headings in this Agreement
are inserted for convenience only and do not affect its construction or
interpretation;


 


1.2.4                             the expressions “include”,
“includes”, “including”, “in particular” and similar expressions shall be
construed without limitation.


 


2.                                           NO EXISTING BREACHES KNOWN


 


2.1.                                   EPIL and Amarin acknowledge
that as of 25 July 2003, Amarin owed to EPIL US$169,461 (one hundred and
sixty nine thousand four hundred and sixty one dollars) under Section 4.4
of the Zelapar Agreement.  Amarin will
pay to EPIL the said sum of US$169,461 within three (3) business days after
execution of this Agreement.


 


2.2.                                   Elan and Amarin acknowledge to
each other that as of the date of this Agreement, they have no actual knowledge
of any breach by the other of the Existing Agreements.


 


3.                                           CHARGE; AUGUST 2003 AMENDMENTS


 


Immediately
after execution of this Agreement, the respective parties to each of the Charge
and the August 2003 Amendments shall execute and deliver each of them to
the other parties thereto.


 


5

















 


4.                                           LIMITED WAIVER (PERMAX)


 


For the
purposes of the Permax Agreement, EP Inc agrees that Amarin shall not, as a
result of Further Equity Financing, be obliged to apply any part of the
proceeds of such Further Equity Financing received on or before 31
December 2003 in the manner set out in Section 3.01(d) of the Permax
Agreement, but shall instead apply such proceeds in the manner set out in this
Agreement.


 


5.                                           MORATORIUM


 


5.1.                                   Subject to Amarin paying to
EPIL the sum referred to in Clause 2.1, Relevant Payments which would, but for
this Clause, fall due under the Loan Agreement and the Permax Agreement prior
to 31 December 2003 shall instead become due and payable on the earliest
of:


 


5.1.1                             the Demandable Date;


 


5.1.2                             if Amarin breaches any Elan
Agreement and does not remedy it within thirty (30) days of written notice of
such breach from Elan specifying in reasonable detail the nature of the breach
and requesting the same to be remedied, the expiry of such thirty (30) day
period; and


 


5.1.3                             the occurrence of an
Insolvency Event.


 


5.2.                                   Clause 5.1 shall also apply to
the quarterly payment of US$2,500,000 (two million five hundred thousand
dollars) due under Section 3.01(c)(ii) of the Permax Agreement on 4
June 2003, in respect of which Elan previously agreed a delay in payment:


 


5.3.                                   For the avoidance of doubt,
this Clause 5 does not apply to:


 


5.3.1                             any amounts which are payable
under this Agreement, including payments to be made pursuant to this Agreement
under the Loan Agreement and the Permax Agreement; or


 


5.3.2                             Amarin’s obligations under the
Zelapar Agreement, as amended by the Zelapar Amendment.


 


6.                                           ASSET SALES


 


6.1.                                   Subject to the fiduciary obligations
of the Board of Directors, Amarin shall use all its commercial best efforts to
effect for upfront cash consideration the Legacy Sale and the Swedish Sale, in
each case for a reasonable sum, as expeditiously as is reasonably practicable
after the date of this Agreement.


 


6.2.                                   Amarin shall notify Elan as
soon as is reasonably practicable following the Legacy Sale and the Swedish
Sale of the fact of, gross proceeds and Net Proceeds of the Legacy Sale and the
Swedish Sale.


 


6

















 


6.3.                                   Not later than the last day of
each calendar month, commencing February 2003, Amarin shall provide to
Elan:


 


6.3.1                             a summary update of the status
of the Legacy Sale and the Swedish Sale; and


 


6.3.2                             certification from a company officer
(a) stating that the requirements of this Clause 6 have been complied with and
(b) outlining in reasonable detail the steps taken by Amarin during that month
to effect the Legacy Sale and the Swedish Sale.


 


The obligation to provide updates and/or certification
shall cease following the discharge in full of the Outstanding Amounts, or (if
sooner) the completion of the Legacy Sale and the Swedish Sale and the
application of the Net Proceeds of the same in accordance with this Agreement.


 


7.                                           USE OF PROCEEDS OF ASSET SALES ETC.


 


Subject
to Clause 8 below, Amarin shall apply not less than 90% (ninety percent) of the
Net Proceeds of (i) the Legacy Sale (ii) the Swedish Sale and (iii) any Further
Equity Financing to the extent that such proceeds of Further Equity Financing
are received on or before 31 December 2003, as follows:


 


7.1.                                   First, in paying to EPIL the
non-refundable sum of US$5,000,000 (five million dollars);


 


7.2.                                   Next, in paying to EP Inc the
balance of the Total Divestiture Amount then outstanding, in partial or total
discharge of that part of the Total Divestiture Amount then undischarged;


 


7.3.                                   Next, in prepaying to EP Inc
the Deferred Payment, in partial or total discharge of that part of the
Deferred Payment of US$6,500,000 (six and a half million dollars) then
undischarged;


 


7.4.                                   Next, in prepaying to EPIL the
Loan which is outstanding;


 


7.5.                                   Next, in discharging any
amounts then due to Elan Corp and/or any of its Affiliates, howsoever arising;


 


7.6.                                   Finally, for such other
purposes as Amarin in its absolute discretion may think fit.


 


8.                                           CONDITIONAL RELEASE


 


Notwithstanding
Clauses 5 and 7, Amarin shall:


 


(a)                                  be irrevocably and unconditionally released
from any further liability in respect of the Outstanding Amounts, and


 


(b)                                 be deemed to have exercised the Option as
defined in the Zelapar Amendment (“Zelapar Option”) –


 


7

















 


if and
only if:


 


8.1.                                   Elan receives prior to 31
December 2003 of a cumulative total of US$30,000,000 (thirty million
dollars) from Amarin in immediately available funds, whether in one or a number
of instalments and whether pursuant to Clause 7 or otherwise expressed to be in
discharge of the Outstanding Amounts;


 


8.2.                                   Amarin discharges in full  of
all amounts owed to Elan Corp and/or any of its Affiliates, other than any
Outstanding Amounts;


 


8.3.                                   Amarin is not in breach of any
Elan Agreement;


 


8.4.                                   Amarin:


 


8.4.1                             is able to pay its debts as
they fall due;


 


8.4.2                             has not commenced negotiations
with any one or more of its creditors (other than Elan and/or its Affiliates)
with a view to the general readjustment or rescheduling of its indebtedness or
made a general assignment for the benefit of or composition with its creditors;


 


8.4.3                             has not taken any corporate
action or other steps are taken or legal proceedings are started for its
winding up (which were not dismissed or struck out within seven days of
presentation), or for its dissolution, administration or re-organisation (other
than in connection with a bona fide solvent restructuring) or for the
appointment of a liquidator, receiver, administrator, administrative receiver,
trustee or similar officer of it or of all or a substantial part of its
revenues and assets; and


 


8.4.4                             has not had any execution or
distress levied against, or an encumbrancer taken possession of, the whole or
any substantial part of, the property, undertakings or assets of Amarin or any
event occurs which under the laws of any jurisdiction has a similar or
analogous effect –


 


nor will it become unable to pay its debts
as they fall due or any such event occur by reason of the exercise of the
Zelapar Option;


 


8.5.                                   Amarin is not, to its best
knowledge, having made diligent enquiry, in breach of any obligation under the
Lilly Agreement; and


 


8.6.                                   Amarin provides to Elan
certification from a company officer stating that all the requirements of this
Clause 8 have been complied with –


 


For the
avoidance of doubt, Amarin shall not be entitled to such release unless and
until all the foregoing conditions are met, and in the case of Clause 8.1, met
prior to the date specified therein.


 


For the
further avoidance of doubt, except in the case of fraud or the certification in
relation to Clause 8.4 proving false, Elan’s entitlement to damages in relation
to the certification in Clause 8.6 shall not include any right to Outstanding
Amounts discharged or released under this Clause 8 and the exercise of the
Zelapar Option shall not be invalidated. 
In the event of


 


8

















 


fraud
or the certification in relation to Clause 8.4 proving false, the exercise of
the Zelapar Option shall be invalidated in addition to any other remedy Elan
may have.


 


9.                                           USE OF SUBSEQUENT PROCEEDS


 


9.1.                                   If, following discharge of the
Outstanding Amounts pursuant to Clause 8 above but on or prior to 30
June 2004, Amarin receives further Net Proceeds of (i) the Legacy Sale
(ii) the Swedish Sale and (iii) any Further Equity Financing, then to the
extent that all Net Proceeds of the same, including those derived before
discharge of the Outstanding Amounts, exceed US$40,000,000 (forty million
dollars), Amarin shall pay half of such excess to EPIL, rounded up to the next
million dollars and subject to a maximum payment to EPIL of US$10,000,000 (ten
million dollars).


 


9.2.                                   Amounts paid to EPIL under
Clause 9.1 shall be applied in accordance with Section 7.3.2 of the
Zelapar Amendment.


 


9.3.                                   The obligation in Clause 9.1
shall not apply to Net Proceeds received at any time after the termination of
the Scherer Agreement by EPIL or Amarin. 
For the avoidance of doubt, the Scherer Agreement shall not be
considered terminated by reason of any assignment, novation, amendment,
restatement, new agreement or other arrangement of any kind whereby Amarin (or
any Affiliate or assignee) retains material rights, actual or contingent, to
the product known as Zelapar.


 


10.                                    GENERAL PROVISIONS RELATING TO PAYMENTS


 


10.1.                             Time for Payment:


 


Payments
required under Clauses 7 and 9.1 shall be made within 3 (three) business days
of the closing of the Legacy Sale, Swedish Sale or Further Equity Financing, as
the case may be.


 


10.2.                             Right to Amend:


 


Without
prejudice to Clause 8:


 


10.2.1                       Elan shall be entitled, in its
sole discretion, to amend the order in which the Net Proceeds of the Legacy
Sale and/or the Swedish Sale and/or Further Equity Financing (as the case may
be) shall be applied, as between the uses specified in Clauses 7.1 to 7.5
inclusive.


 


10.2.2                       Such amendment will become
effective upon receipt by Amarin of a written notice by Elan at any time or
times but for the avoidance of doubt any such notice shall not have
retrospective effect in respect of any payments previously made by Amarin to
either of EPIL or EP Inc. in accordance with Clause 7.


 


10.3.                             Effect on Permax Agreement:


 


Any
payment made by Amarin to EP Inc under Clause 7.2 shall be credited first
against the last payments in time under Section 3.01(c) of the Permax
Agreement with the intention and effect that the Net Proceeds shall be used to
accelerate the payments due to EP Inc.


 


9

















 


10.4.                             Effect on Loan Agreement:


 


Any
payment made by Amarin to EPIL under Clause 7.4 shall be treated as prepayments
under the Loan Agreement, that is to say against the earliest payments in time
due first.  Solely for this purpose,
EPIL waives the minimum prepayment amount.


 


10.5.                             No Conflict With Other Elan
Agreements:


 


In the
event of any conflict between this Agreement and any of the Elan Agreements the
provisions of this Agreement shall prevail.


 


10.6.                             No Refund:


 


Payments
made to Elan under Clauses 7 and 9 shall be non-refundable and shall not be
subject to any future performance obligations of Elan to Amarin or applicable
against any future services provided from Elan to Amarin.


 


11.                                    OPTION TO CONVERT DEBT INTO ORDINARY SHARES


 


11.1.                             The Conversion Option:


 


If the
Outstanding Amounts have not been discharged before 1 January 2004, either
pursuant to Clause 8 of this Agreement or otherwise, Elan in its sole
discretion, subject to Clause 11.2, shall have the option at any time
thereafter to receive payment of the whole or any part of the Outstanding
Amounts in Ordinary Shares (the “Conversion Option”).


 


11.2.                             Necessary Approvals:


 


11.2.1                       Clause 11.1 shall not be
effective unless and until Amarin receives all shareholder, regulatory and
governmental consents and approvals to honour it without material conditions
which are in Elan’s reasonable opinion necessary, including authority to issue
and allot the Ordinary Shares, to disapply pre-emption rights in respect of
them, other shareholder approval and/or the approval of the Panel of Takeovers
and Mergers, London.


 


11.2.2                       Amarin shall use its best
commercial efforts to secure all such consents and approvals and to maintain
them in force at all material times.


 


11.2.3                       Without prejudice to the
generality of the foregoing, Amarin shall seek requisite approvals from its
shareholders in the course of each general meeting convened after the date of
this Agreement.


 


11.3.                             Mode of Exercise:


 


The
Conversion Option shall be exercised by written notice to Amarin, specifying
the amount of payment to be received in Ordinary Shares, and shall relate to
such part or parts of the Outstanding Amounts as Elan may nominate in the
Conversion Option notice.  Notice from
EPIL or EP Inc may validly be given by the other, and/or by Elan Corp.


 


10

















 


11.4.                             Multiple Exercise:


 


Elan
may exercise the Conversion Option on any number of occasions while any part of
the Outstanding Amounts remains undischarged PROVIDED THAT the minimum
amount of any one exercise shall be the lesser of US$1,000,000 (one million
dollars) and the balance of the Outstanding Amounts.  Exercises by different Affiliates of Elan Corp within a period of
three (3) business days shall count for this purpose as a single exercise.


 


11.5.                             Issue of Ordinary Shares:


 


Amarin
shall issue and allot the respective Ordinary Shares as soon as reasonably
practicable and in any event within five (5) business days of the Conversion
Option notice.


 


Issue
and allotment shall be to the respective creditor(s), or such person (including
EIS or any other affiliate of EP Inc) as may be designated in the Conversion
Option notice (either, the “Recipient”).


 


11.6.                             Price:


 


The
price at which Ordinary Shares shall be issued and allotted to Elan shall be
the average closing mid-market price of Ordinary Shares (or equivalent number
of American Depositary Receipts representing them) on NASDAQ on the five
business days immediately prior to the date of the Conversion Option notice.


 


Elan
shall not receive fractional shares, any fraction being paid in cash.


 


11.7.                             Revocation:


 


Elan
shall not be entitled to revoke any exercise of the Conversion Option, unless
(a) Amarin consents, or (b) the Ordinary Shares are not issued and allotted
within five (5) business days of exercise of the Option.


 


11.8.                             Assignment:


 


The
Recipient’s right to receive Ordinary Shares, together with all ancillary
rights shall be freely assignable without Amarin’s consent.  For the avoidance of doubt, ancillary rights
include registration rights, any right to revoke exercise of the Conversion
Option, the right to cash payment in the event of such revocation and the right
to demand immediate payment of the same (to the extent that Elan had such
right).


 


11.9.                             Registration Rights:


 


In the
event that Elan exercises the Conversion Option, the Recipient shall be
entitled to registration rights in respect of the Ordinary Shares issued and
allotted which are no less favourable in any respect to the Recipient than
those afforded in respect of the “Registrable Securities” of EIS and Monksland
pursuant to that certain Registration Rights Agreement dated as of 21
October 1998 and amended by that certain Amendment No. 1 and Waiver dated
27 January 2003 between Amarin, EIS and Monksland PROVIDED THAT the Recipient
shall not be entitled to have the Ordinary Shares included in the registration
statement described in Article 5 of the said Amendment No. 1 and Waiver.


 


11

















 


11.10.                       Expenses:


 


All
fees and expenses, including stamp duty, stamp duty reserve tax, depositary’s
fees and NASDAQ fees, incurred in connection with this Clause 11 or its
performance, shall be payable by Amarin.


 


11.11.                       No Conflict:


 


11.11.1                 Nothing in this Clause 11 shall affect any
right Elan may have to demand immediate payment of any amount.


 


11.11.2                 Elan’s rights in this Clause 11 are
additional to and not in substitution for those set out in the Carnrick
Agreement and the Carnrick Amendment.


 


12.                                    INVESTOR RELATIONS PROGRAM


 


Insofar
as it is lawfully able to do so, Amarin shall:


 


12.1.                             forthwith after the date of
this Agreement, proactively initiate and thereafter diligently pursue an
investor relations programme to endeavour to raise the profile of its ADRs; and


 


12.2.                             as from the first quarter of
2004, at Elan’s option, actively support a sale or placement of Elan’s equity,
including through roadshow and/or registration statement as may reasonably be
required.


 


13.                                    REPRESENTATIONS, WARRANTIES AND COVENANTS


 


13.1.                             Amarin represents and warrants
to Elan that:


 


13.1.1                       it has the right, power,
capacity and authority and has taken all action necessary to authorise it to
execute and deliver and to exercise its rights and perform its obligations under
this Agreement, the Charge, the August 2003 Amendments and any ancillary
documents pertaining thereto (together “Transaction Documents”), and its
obligations under the Transaction Documents are valid, legally binding and
enforceable according to their terms, including obtaining all necessary
approvals and consents from its shareholders and any third parties;


 


13.1.2                       there are no agreements
between Amarin and any third party that conflict with the Transaction
Documents;


 


13.1.3                       except for the shareholder,
regulatory and governmental consents for the purposes of the issuance,
allotment and registration of shares under each of this Agreement, the Zelapar
Amendment and the Carnrick Amendment, it does not require any further consents
or approvals to consummate the transaction contemplated by the Transaction
Documents including:


 


13.1.3.1                     approval of its shareholders; or


 


13.1.3.2                     approval of NASDAQ;


 


12

















 


13.1.4                       as of the date hereof, neither
Amarin nor any of its Affiliates has any indebtedness, secured or unsecured,
outstanding to any third party other than Permitted Indebtedness (as defined in
the Loan Agreement);


 


13.1.5                       Amarin is not, to its best
knowledge, having made diligent enquiry, in breach of any obligation under the
Lilly Agreement; and


 


13.1.6                       Amarin is the legal and
beneficial owner of the Shares, as defined in the Charge.


 


13.2.                             Elan represents and warrants
to Amarin that:


 


13.2.1                       it has the right, power,
capacity and authority and has taken all action necessary to authorise it to
execute and deliver and to exercise its rights and perform its obligations
under the Transaction Documents, and its obligations under the Transaction
Documents are valid, legally binding and enforceable according to their terms,
including obtaining all necessary approvals and consents from its shareholders
and any third parties;


 


13.2.2                       there are no agreements
between Elan and any third party that conflict with the Transaction Documents;


 


13.2.3                       it does not require any further
consents or approvals to consummate the transaction contemplated by the
Transaction Documents including:


 


13.2.3.1                     approval of its shareholders; or


 


13.2.3.2                     approval of the New York Stock Exchange.


 


13.3.                             Amarin covenants with Elan
that it shall:


 


13.3.1                       until 30 April 2005,
maintain its outstanding quantifiable liabilities under the Lilly Agreement (as
may be amended from time to time) at no more than US$3,000,000 (three million
dollars);


 


13.3.2                       promptly inform Elan if Amarin
becomes aware of any action, event or circumstances which may cause Elan to
have liability under the Lilly Guaranty; and


 


13.3.3                       indemnify and hold harmless
Elan against all and any liabilities to Lilly arising under the Lilly Guaranty.


 


14.                                    MISCELLANEOUS


 


14.1.                             Confidentiality:


 


Except
as provided in or anticipated by this Agreement, each party shall at all times
during the continuance of this Agreement use its respective best endeavours to
keep the contents of this Agreement and the Amendments confidential and
accordingly shall not disclose details of the contents of this Agreement or the
August 2003 Amendments to any other person other than on a confidential
basis.


 


13

















 


14.2.                             Announcements:


 


Subject
to Clause 14.3, no announcement or public statement concerning the existence,
subject matter or any term of this Agreement shall be made by or on behalf of
any party hereto without the prior written approval of the other party (Elan
Corp in the case of Elan).


 


The
terms of any such announcement shall be agreed in good faith by the parties.


 


14.3.                             Required Disclosures:


 


A party
(the “Disclosing
Party”) will be entitled to make an announcement or public statement
concerning the existence, subject matter or any term of this Agreement, or to
disclose Confidential Information that the Disclosing Party is required to make
or disclose pursuant to:


 


14.3.1                       a valid order of a court or
Governmental Authority; or


 


14.3.2                       any other requirement of law,
regulation or any securities market or stock exchange;


 


PROVIDED THAT if the Disclosing Party
becomes legally required to make such announcement, public statement or
disclosure hereunder, the Disclosing Party shall give the other party or
parties hereto prompt notice of such fact to enable the other party or parties
hereto to seek a protective order or other appropriate remedy concerning any
such announcement, public statement or disclosure.


 


The
Disclosing Party shall fully co-operate with the other party or parties hereto
in connection with that other party’s or parties’ efforts to obtain any such
order or other remedy.


 


If any
such order or other remedy does not fully preclude announcement, public
statement or disclosure, the Disclosing Party shall make such announcement,
public statement or disclosure only to the extent that the same is legally
required.


 


14.4.                             Tax Shelter Regulations
Exclusion:


 


Notwithstanding
the foregoing and/or any other express or implied agreement or understanding to
the contrary, the parties hereto and their respective employees,
representatives, and other agents are authorized to disclose the tax treatment
and structure (insofar as it may be relevant to the tax treatment) of this
transaction to any and all persons, without limitation of any kind.  The parties may disclose all materials of
any kind (including opinions or other tax analysis) to the extent (but only to
the extent) that they relate to the tax treatment and structure (insofar as it
may be relevant to the tax treatment) of the transaction. This authorization is
not intended to permit disclosure of any other information including (i) any
portion of any materials to the extent not related to the tax treatment or
structure (insofar as it may be relevant to the tax treatment) of the
transaction, (ii) the identities of participants or potential participants in
the transaction, (iii) the existence or status of any negotiations, (iv) any
pricing information, (v) any financial information or historic tax return
information relating to any party to the transaction or (vi) any other term or
detail not related to the tax treatment or structure (insofar as it may be
relevant to the tax treatment) of the transaction.


 


14

















 


14.5.                             Assignment:


 


14.5.1                       Without prejudice to Clause
11.8, Elan may assign this Agreement in whole or in part to any lawful assignee
of the Existing Agreements, as amended by the August 2003 Amendments.


 


14.5.2                       Amarin shall not assign this
Agreement without the prior written consent of Elan.


 


14.6.                             Change of Control:


 


14.6.1                       Amarin shall notify Elan
immediately upon a Change of Control.


 


14.6.2                       In the event of a Change of
Control, Amarin’s right under Clause 8 shall survive for a period of five (5)
business days, notwithstanding that by virtue of the Change of Control, Elan
may have demanded immediate payment of some or all of the Outstanding Amounts.


 


14.7.                             Parties bound:


 


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


 


14.8.                             Severability:


 


If any
provision in this Agreement is deemed to be, or becomes invalid, illegal, void
or unenforceable under applicable laws:-


 


14.8.1                       such provision will be deemed
amended to conform to applicable laws so as to be valid and enforceable; or


 


14.8.2                       if it cannot be so amended
without materially altering the intention of the parties, it will be deleted
the validity, legality and enforceability of the remaining provisions of this
Agreement shall not be impaired or affected in any way.


 


14.9.                             Relationship of the parties:


 


14.9.1                       Nothing contained in this
Agreement is intended or is to be construed to constitute any of the parties
hereto as partners or members of a joint venture or any party as an employee of
another party.


 


14.9.2                       No party hereto shall have any
express or implied right or authority to assume or create any obligations on
behalf of or in the name of any other party or to bind another party to any
contract, agreement or undertaking with any third party.


 


14.10.                       Amendments:


 


No
amendment, modification or addition hereto shall be effective or binding on any
party hereto unless set forth in writing and executed by a duly authorised
representative of all parties hereto.


 


15

















 


14.11.                       Waiver:


 


No
waiver of any right under this Agreement shall be deemed effective unless
contained in a written document signed by the party charged with such waiver,
and no waiver of any breach or failure to perform shall be deemed to be a
waiver of any future breach or failure to perform or of any other right arising
under this Agreement.


 


14.12.                       Entire agreement:


 


14.12.1                 Each of the parties hereto hereby
acknowledges that in entering into this Agreement it has not relied on any
representation or warranty except as expressly set forth herein or in any
document referred to herein.


 


14.12.2                 This Agreement, the Charge, and the
August 2003 Amendments together set forth all of the agreements and
understandings between the parties with respect to the subject matter hereof,
and supersedes and terminates all prior agreements and understandings between
the parties with respect to the subject matter hereof, including the Master
Agreement, but without prejudice to any accrued rights or obligations under the
Master Agreement.  There are no
agreements or understandings with respect to the subject matter hereof, either
oral or written, between the Parties other than as set forth in this Agreement.


 


14.12.3                 Nothing in this Clause 14.12 shall exclude
any liability which any party would otherwise have to the other party or any
right which either of them may have to rescind this Agreement in respect of any
statements made fraudulently by the other prior to the execution of this
Agreement or any rights which either of them may have in respect of fraudulent
concealment by the other.


 


14.13.                       Governing law and jurisdiction:


 


14.13.1                 This Agreement shall be governed by and
construed in accordance with English law.


 


14.13.2                 For the purposes of this Agreement the
parties submit to the jurisdiction of the English courts.


 


14.14.                       Notice:


 


14.14.1                 Any notice to be given under this Agreement
shall be sent in writing in English by registered or recorded delivery post,
reputable overnight courier or fax to:


 


	
  Elan at

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Elan International Services Ltd.

  	
   

  	
   

  
	
  102 St. James Court

  	
   

  	
   

  
	
  Flatts,

  	
   

  	
   

  
	
  Smiths FL04

  	
   

  	
   

  
	
  Bermuda

  	
   

  	
   

  
	
  Attention:

  	
  Secretary

  	
   

  	
   

  
	
  Fax:

  	
  +1 441 292 2224

  	
   

  	
   

  



 


16

















 


	
  Amarin at

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  7 Curzon Street

  	
   

  	
   

  
	
  London

  	
   

  	
   

  
	
  W1J 5HG

  	
   

  	
   

  
	
  England

  	
   

  	
   

  
	
  Attention:

  	
  General Counsel & Company Secretary

  
	
  Fax:

  	
  +44 20 7499 9004

  	
   

  	
   

  



 


or to such other address(es) and fax
numbers as may from time to time be notified by either party to the other
hereunder.


 


14.14.2                 Any notice sent by mail shall be deemed to
have been delivered within 7 working days after despatch or delivery to the
relevant courier and any notice sent by fax shall be deemed to have been
delivered upon confirmation of receipt. 
Notice of change of address shall be effective upon receipt.


 


14.15.                       Further assurances:


 


At the
request of any of the parties, the other party or parties shall (and shall use
reasonable efforts to procure that any other necessary third parties shall)
execute all such documents, and so all such acts and things as may reasonably
be required subsequent to the signing of this Agreement for assuring to or
vesting in the requesting party the full benefit of the terms hereof.


 


Additionally,
to the extent that the consent of RP Scherer Corporation may be needed to the
Zelapar Amendment, and/or to effect the transaction(s) thereby contemplated,
the parties shall reasonably cooperate with each other with a view to securing
such consent and further (at Elan’s option) Amarin shall use its best efforts
to secure such consent.


 


14.16.                       Counterparts:


 


This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute this Agreement.


 


14.17.                       Contracts (Rights of Third
Parties) Act 1999:


 


A
person who is not a party to this Agreement has no right under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but
this does not affect any right or remedy of a third party which exists or is
available apart from that Act.


 


IN WITNESS whereof the parties have
executed this Agreement on the date first above written.


 


17

















 


[Signature Page: Amended
and Restated Master Agreement]


 


	
  SIGNED

  	
  SIGNED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  For and on
  behalf of

  	
  For and on
  behalf of

  
	
  ELAN CORPORATION, PLC.

  	
  ELAN PHARMA INTERNATIONAL

  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED

  	
  SIGNED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  For and on
  behalf of

  	
  For and on
  behalf of

  
	
  ELAN INTERNATIONAL SERVICES, LTD.

  	
  ELAN PHARMACEUTICALS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED

  	
  SIGNED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  For and on
  behalf of

  	
  For and on
  behalf of

  
	
  MONKSLAND HOLDINGS BV

  	
  AMARIN CORPORATION PLC.

  



 


18