Exhibit 4.38


 


 


EXECUTION COPY


 


 


Date:  23 December 2003


 


 


ELAN CORPORATION, PLC.


 


ELAN PHARMA INTERNATIONAL
LIMITED


 


ELAN INTERNATIONAL SERVICES,
LTD.


 


ELAN PHARMACEUTICALS, INC.


 


MONKSLAND HOLDINGS BV


 


AND


 


AMARIN CORPORATION PLC.


 


 


AMENDMENT AGREEMENT


 


 


•                  Amended and Restated Master Agreement, 4 August 2003


•                  Amended and Restated Asset Purchase Agreement (Carnrick
products), 29 September 1999 as amended and together with Amendment Agreement,
4 August 2003


•                  Loan Agreement, 28 September 2001, as amended by Deeds
of Variation Nos. 1-4


•                  Amended and Restated Distribution, Marketing and Option
Agreement (Permax®), 28 September 2001, as amended by Deeds of Variation Nos.
1&2


 

















 


INDEX


 


	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  AMENDMENTS TO THE
  MASTER AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  AMENDMENTS TO THE LOAN
  AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  AMENDMENT TO THE
  PERMAX AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  AMENDMENTS TO
  CARNRICK AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  LIMITED WAIVER

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  REPRESENTATIONS,
  WARRANTIES AND CERTIFICATE

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  MISCELLANEOUS

  	
   

  



 

















 


 


THIS DEED is executed and delivered the 23rdDecember 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”)


 


RECITALS:


 


(A)                              Elan and
Amarin are parties to the Original Agreements, as defined below.


 


(B)                                The
Swedish Sale has been effected, the Net Proceeds thereof paid into the Proceeds
Account (as those terms are defined in the Master Agreement and the Charge) and
thence to Elan as required by the Master Agreement.


 


(C)                                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 Amendment
Agreement, the Bridging Loan Agreement (as defined below) and the Charge
Amendment.


 


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


 


1

















 


1.                                           DEFINITIONS
AND INTERPRETATION


 


1.1.                                   Definitions:


 


In
this Amendment Agreement:


 


“this Amendment Agreement” shall mean this
amendment agreement and shall include the Recitals and Schedules hereto.


 


“Amendment Date” shall mean 23 December
2003.


 


“Bridging Loan Agreement” shall mean the
bridging loan agreement between EP Inc and Amarin of the same date as this
Amendment Agreement.


 


“Charge Amendment” shall mean the debenture
amendment agreement between Amarin and Elan Corp as trustee, of the same date
as this Amendment Agreement.


 


“Original Agreements” shall mean:


 


(i)                                     the
Amended and Restated Master Agreement dated 4 August 2003 between Elan Corp,
EPIL, EIS, EP Inc, Monksland and Amarin (“Master
Agreement”);


 


(ii)                                  the
Amended and Restated Option Agreement dated 4 August 2003 between EPIL and
Amarin (“Zelapar Agreement”);


 


(iii)                               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, (iii) a Deed of Variation No. 3 dated 27 January 2003, and (iv)
a Deed of Variation No. 4 dated 4 August 2003 (“Loan Agreement”);


 


(iv)                              the
Amended and Restated Distribution, Marketing and Option Agreement (Permax)
dated 28 September 2001, by and between EP Inc and Amarin, as varied by (i) a
Deed of Variation dated 27 January 2003 and (ii) a Deed of Variation No. 2
dated 4 August 2003 (“Permax Agreement”);


 


(v)                                 {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 amended up to 3 August 2003 (“Carnrick Agreement”);


 


(vi)                              the
Amendment Agreement No. 1 relating to the Carnrick Agreement, between EP Inc
and Amarin dated 4 August 2003 (“Carnrick
Amendment”); and


 


(vii)                           the
Debenture between Amarin and Elan Corp as trustee dated 4 August 2003 (“Charge”) -


 


and
“Original Agreement” shall have a corresponding meaning.


 


2

















 


“Proceeds Account” shall have the same
meaning as in the Charge, as amended.


 


“Zelapar Letter” shall mean the letter
agreement between EPIL and Amarin of the same date as this Amendment Agreement
relating to Zelapar®.


 


1.2.                                   Other
Defined Terms and Interpretation:


 


Except
as expressly set out in this Amendment Agreement:


 


1.2.1                             all
defined terms shall have the same meaning as in the Master Agreement;


 


1.2.2                             references
to clause or section numbers shall be to those of the appropriate Original
Agreement; and


 


1.2.3                             this
Amendment Agreement shall otherwise be interpreted in the same manner as the
Master Agreement.


 


2.                                           AMENDMENTS TO THE MASTER
AGREEMENT


 


The
Master Agreement is hereby amended with effect from the Amendment Date as
follows:


 


2.1.                                   Each
reference to the “Carnrick Agreement”, the “Loan Agreement”, and the “Permax Agreement”
is deemed a reference to those agreements as amended (where applicable) by the
respective August 2003 Amendments (as defined in the Master Agreement) and by
this Amendment Agreement.


 


2.2.                                   The
definition of “Carnrick Amendment” is deleted and replaced by the following:


 


“ “Carnrick Amendment” shall mean the
Amendment Agreement No. 1 relating to the Carnrick Agreement, dated 4 August
2003, as amended by the Amendment Agreement dated 23 December 2003.”


 


For
the avoidance of doubt, it is hereby acknowledged that the reference in the
Master Agreement to “Amendment Agreement No. 2” was in error and was intended
to read “Amendment Agreement No. 1”.


 


2.3.                                   The
definition of “Charge” is deleted and replaced by the following:


 


“ “Charge” shall mean the debenture, being a
fixed and floating charge over the entire assets and business of Amarin, in
favour of Elan Corp as trustee for itself, EPIL, EIS, EP Inc and Monksland,
dated 4 August 2003, as amended by the debenture amendment agreement dated 23
December 2003 between the same parties.”


 


2.4.                                   The
definition of “Demandable Date” is deleted and replaced by the following:


 


“ “Demandable Date” shall mean the soonest of:


 


3

















 


(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:


 


(i)             US$30,000,000
(thirty million dollars) if the same is prior to 31 December 2003;


 


(ii)          US$31,500,000
(thirty one million five hundred thousand dollars) if thereafter;


 


(b)         a Change
of Control; and


 


(c)          31 March
2004.”


 


2.5.                                   The
definition of “Elan Agreements” is amended by:


 


2.5.1                             the
elimination from paragraph (c) of the word “and”;


 


2.5.2                             the
addition to the end of paragraph (d) of the word “and”;


 


2.5.3                             the
addition of the following paragraph (e):


 


“the
Bridging Loan Agreement between EP Inc and Amarin dated 23 December 2003”


 


and


 


2.5.4                             the
addition before the words “and “Elan
Agreement” shall have a corresponding meaning” of the following words:


 


“(in
the case of (a) to (c) as amended by the Amendment Agreement between Elan and
Amarin dated 23 December 2003) ...”


 


2.6.                                   The
definition of “Outstanding Amounts” is deleted and replaced by the following:


 


“ “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.  Solely for the purpose of
Clause 9 of this Agreement, “Outstanding Amounts” shall also include the
Bridging Loan (as that expression is defined in the Bridging Loan Agreement
between EP Inc and Amarin dated 23 December 2003), as is outstanding at any
given time, whether or not due.”


 


2.7.                                   The
definition of “Zelapar Agreement” is deleted and replaced by the following:


 


“ “Zelapar Agreement” shall mean the Amended
and Restated Option Agreement (Zelapar), between EPIL and Amarin dated 4 August
2003, as


 


4

















 


amended
by a letter agreement between the same parties dated 23 December 2003.”


 


2.8.                                   In each of
Clauses 4 (Limited Waiver (Permax)), 5.1 (Moratorium), and 7 (Use of Proceeds
of Asset Sale), the date “31 December 2003” is amended to read “31 March 2004”.


 


2.9.                                   Clause 8.1
(Conditional Release) is amended by the deletion of the words “Elan receives ...”
through “... from Amarin” and the substitution therefore of the words:


 


“Elan
receives:


 


(a)          prior to
31 December 2003, a cumulative total of US$30,000,000 (thirty million dollars);
or


 


(b)         prior to
31 March 2004, a cumulative total of US$31,500,000 (thirty one million five
hundred thousand dollars) -


 


from
Amarin ...”


 


2.10.                             Clause 9.1
(Use of Proceeds of Asset Sales) is amended by the deletion of the date “30
June 2004” and the substitution therefor of the date “31 September 2004”.


 


2.11.                             A new
Clause 10.7 is added as follows:


 


“10.7                Multiple
Sales - Calculation:


 


Without
prejudice to any right Elan may have under the Charge or any other agreement,
in the event that the Legacy Sale is made in conjunction with the sale of other
assets, the Net Proceeds thereof shall be deemed to be the appropriate
proportion of the gross proceeds less the same proportion of the applicable
deductions; and the gross proceeds shall be calculated as follows:


 


10.7.1                       Elan may
make a bona fide determination of the appropriate proportion of the gross
proceeds of such sale applicable to the Legacy Sale by written notice to Amarin
at any time up to three (3) business days after Amarin notifies Elan of the
total gross proceeds;


 


10.7.2                       If Amarin
disagrees with Elan’s determination, Amarin shall provide Elan with written
notice to that effect within three (3) business days of Elan’s notice.  Amarin’s notice shall state Amarin’s
determination of the appropriate proportion;


 


10.7.3                       Thereafter
the matter shall be referred to an independent chartered accountant (the “Expert”) appointed by Elan and reasonably
acceptable to Amarin (or in default of agreement as to the Expert’s identity,
within fourteen (14) days, by a judge of the High Court of England).  The Expert shall determine which


 


5

















 


determination
is closer, and such determination shall prevail in its entirety.  The Expert’s costs shall be paid by the
party whose estimate is not chosen by the Expert.


 


The
Expert shall act as an expert and not as an arbitrator.  The Expert’s decision shall be final and
binding except in the case of manifest or clerical error appearing within seven
(7) days.”


 


2.12.                             Clause
11.1 (The Conversion Option) is amended by the deletion of the date “1 January
2004” and the substitution therefor of the date “1 April 2004”.


 


3.                                           AMENDMENTS TO THE LOAN
AGREEMENT


 


The
Loan Agreement is hereby further amended with effect from the Amendment Date,
as follows:


 


3.1.                                   In Clause
1, the definition of “Master Agreement” is deleted and replaced by the
following:


 


“ “Master Agreement” shall mean that certain
Amended and Restated Master Agreement dated 4 August 2003 between Elan
Corporation, plc., Elan Pharma, Elan International Services, Ltd., Elan
Pharmaceuticals, Inc., Monksland Holdings B.V. and Amarin, as amended by that
certain Amendment Agreement dated 23 December 2003 between the same parties.”


 


3.2.                                   The
definition of “Permitted Indebtedness” is deleted and replaced by the
following:


 


“ “Permitted
Indebtedness” means:


 


(a)                                  indebtedness
arising under the Bridging Loan Agreement between EP Inc and Amarin dated 23
December 2003, which is not yet due;


 


(b)                                 indebtedness
to trade creditors arising in the ordinary course of business; and


 


(c)                                  indebtedness
incurred in association with any refinancing of the Loan.”


 


4.                                           AMENDMENT TO THE PERMAX
AGREEMENT


 


The
Permax Agreement is hereby further amended with effect from the Amendment Date,
as follows:


 


4.1.                                   In Section
1.01, the definition of “Master Agreement” is deleted and replaced by the
following:


 


“ “Master Agreement” shall mean that certain
Amended and Restated Master Agreement dated 4 August 2003 between Elan
Corporation, plc., Elan Pharma


 

















 


International
Limited, Elan International Services Limited, Elan, Monksland Holdings B.V. and
Amarin, as amended by that certain Amendment Agreement dated 23 December 2003
between the same parties.”


 


5.                                           AMENDMENTS TO CARNRICK
AGREEMENTS


 


5.1.                                   The
Carnrick Amendment is hereby amended with effect from the Amendment Date as
follows:


 


5.1.1                             by each
reference to the “Master Agreement” being deemed to mean the Master Agreement
as amended by this Amendment Agreement; and


 


5.1.2                             in Section
3.1.3 (Terms of Repayment) the date “31 December 2003” is amended to read “31st
March 2004”.


 


5.2.                                   The
Carnrick Agreement is hereby amended with effect from the Amendment Date, by
the deletion of Article IV, Section 4.01(b)(ii) and the substitution therefor
of the following:


 


“(ii)
the balance of Six Million Five Hundred Thousand Dollars ($6,500,000) (the
“Deferred Payment”) in accordance with the provisions of that certain Amendment
Agreement between the Seller and the Buyer dated 4 August 2003, as amended by
that certain Amendment Agreement between Elan Corporation, plc., Elan Pharma
International Limited, Elan International Services, Ltd., the Seller, Monksland
Holdings BV and the Buyer dated 23 December 2003.”.


 


6.                                           LIMITED WAIVER


 


Subject
to due execution by Amarin of the Bridging Loan Agreement and the certification
referred to in Clause 7 being provided by Amarin, Elan hereby waives any right
it has or may have had, up to and including the Amendment Date, arising by
reason of Amarin’s failure prior to 15 December 2003 to pay the balance of the
Proceeds Account to Elan to:


 


(a)                                  claim
damages or other monetary remedy pursuant to the Master Agreement, the Loan
Agreement and/or the Charge; and/or


 


(b)                                 declare it
an “Event of Default” under the Loan Agreement.


 


Nothing
in this Amendment Agreement is a waiver by Elan of any future breach by Amarin,
nor does Elan waive any of these rights if the conditions above are not
complied with.


 


7.                                           REPRESENTATIONS,
WARRANTIES AND CERTIFICATE


 


7.1.                                   Amarin
represents and warrants to Elan that:


 


6

















 


7.1.1                             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 Amendment Agreement, the Bridging Loan Agreement, the
Charge Amendment, the Zelapar Letter 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;


 


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


 


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


 


7.1.3.1                           approval
of its shareholders; or


 


7.1.3.2                           approval
of NASDAQ;


 


7.1.4                             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);


 


7.1.5                             as of the
date hereof and after giving effect to Clause 6:


 


7.1.5.1                           Amarin is
not in breach of any agreement between itself on the one hand and Elan Corp or
any of its Affiliates on the other; and


 


7.1.5.2                           no Event
of Default has occurred as defined in the Loan Agreement;


 


7.1.6                             Amarin is
able to pay its debts as they fall due and no Insolvency Event, as defined in
the Master Agreement, has occurred.


 


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


 


7.2.                                   Immediately
after execution of this Agreement, Amarin shall provide to Elan certification
from a company officer that each of the warranties in Clause 7.1 is true.


 


8.                                           MISCELLANEOUS


 


8.1.                                   Confidentiality:


 


Except
as provided in or anticipated by this Amendment Agreement, each party shall at
all times during the continuance of this Amendment Agreement use its respective
best endeavours to keep the contents of this Amendment Agreement confidential
and accordingly shall not disclose


 


7

















 


details
of the contents of this Amendment Agreement to any other person other than on a
confidential basis.


 


8.2.                                   Announcements:


 


Subject
to Clause 8.3, 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.


 


8.3.                                   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 Amendment Agreement, or to
disclose Confidential Information that the Disclosing Party is required to make
or disclose pursuant to:


 


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


 


8.3.2                             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.


 


8.4.                                   No
Statements on Tax Treatment:


 


The
parties acknowledge that neither has made any statement to the other, or had
such a statement made to the other on its behalf, as to the tax consequences
that may result for that other as a result of this Amendment Agreement or the
transaction constituted by it.


 


8.5.                                   Assignment:


 


8.5.1                             Elan may
assign this Amendment Agreement in whole or in part to any lawful assignee of
the Original Agreements, as amended by this Amendment Agreement.


 


8

















 


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


 


8.6.                                   Parties
bound:


 


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


 


8.7.                                   Severability:


 


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


 


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


 


8.7.2                             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 Amendment Agreement shall not be impaired or affected in any
way.


 


8.8.                                   Relationship
of the parties:


 


8.8.1                             Nothing
contained in this Amendment 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.


 


8.8.2                             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.


 


8.9.                                   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.


 


8.10.                             Waiver:


 


No
waiver of any right under this Amendment 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 Amendment Agreement.


 


8.11.                             Entire
agreement:


 


8.11.1                       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.


 


9

















 


8.11.2                       This
Amendment Agreement, the Bridging Loan Agreement, the Charge Amendment and the
Zelapar Letter 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, but without prejudice to the Original
Agreements except as expressly amended by this Amendment Agreement, the Charge
Amendment and/or the Zelapar Letter, or except as expressly stated to any
accrued rights or obligations under the Original Agreements.  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 Amendment Agreement, the Bridging Loan
Agreement, the Charge Amendment and the Zelapar Letter.


 


8.11.3                       Nothing in
this Clause 8.11 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.


 


8.12.                             Governing
law and jurisdiction:


 


8.12.1                       Clauses 4
and 5 of this Amendment Agreement shall be governed by and construed in
accordance with the law of the State of Delaware, without reference to its
conflicts of laws principles.


 


8.12.2                       Subject to
the foregoing, this Amendment Agreement shall be governed by and construed in
accordance with English law.


 


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


 


8.13.                             Notice:


 


8.13.1                       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

  



 


 


10

















 


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.


 


8.13.2                       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.


 


8.14.                             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 Amendment Agreement for assuring
to or vesting in the requesting party the full benefit of the terms hereof.


 


8.15.                             Counterparts:


 


This
Amendment 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 Amendment Agreement.


 


8.16.                             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 and delivered this Amendment Agreement as a Deed on the date
first above written.


 


11

















 


[Signature Pages: Amendment Agreement]


 


	
  The
  Common Seal of

  	
  )

  	
   

  
	
  ELAN CORPORATION, PLC.

  	
  )

  	
   

  
	
  was
  hereunto affixed in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director / Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Common Seal of

  	
  )

  	
   

  
	
  ELAN PHARMA INTERNATIONAL

  	
  )

  	
   

  
	
  LIMITED

  	
  )

  	
   

  
	
  was
  hereunto affixed in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director / Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  Common Seal of

  	
  )

  	
   

  
	
  ELAN INTERNATIONAL

  	
  )

  	
   

  
	
  SERVICES, LTD.

  	
  )

  	
   

  
	
  was
  hereunto affixed in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director / Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and delivered as a
  Deed by:

  	
   

  	
   

  
	
  ELAN PHARMACEUTICALS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
				



 

















 


	
  SIGNED and delivered as a Deed

  	
  )

  	
   

  
	
  by

  	
  )

  	
   

  
	
  as
  attorney for

  	
  )

  	
   

  
	
  MONKSLAND HOLDINGS BV

  	
  )

  	
   

  
	
  in
  the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature
  of witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTED and delivered as a
  Deed by:

  	
  )

  	
   

  
	
  AMARIN CORPORATION, PLC.

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  acting
  by:

  	
  Director  

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Director / Secretary  

  	
  )