Exhibit 4.31


 


EXECUTION COPY


 


 


Date: [   ] February 2004


 


 


AMARIN CORPORATION PLC.


 












INSTRUMENT


constituting up to $5,000,000


8 per cent.


Secured Loan Notes 2009












 


BCM Hanby Wallace


Solicitors


88 Harcourt Street


Dublin 2


Ireland


Tel:  +353 1 418 6900


Fax:  +353 1 418 6807


 

















 


INDEX


 


	
  1.

  	
  Interpretation

  	
   

  
	
  2.

  	
  Amount and Status of Notes

  	
   

  
	
  3.

  	
  Fixed and Floating
  Security

  	
   

  
	
  4.

  	
  Interest

  	
   

  
	
  5.

  	
  Default
  Interest

  	
   

  
	
  6.

  	
  Redemption
  of Notes

  	
   

  
	
  7.

  	
  Tax

  	
   

  
	
  8.

  	
  Events of
  Default

  	
   

  
	
  9.

  	
  Covenants

  	
   

  
	
  10.

  	
  Representations and
  Warranties.

  	
   

  
	
  11.

  	
  Certificates

  	
   

  
	
  12.

  	
  Surrender and Cancellation

  	
   

  
	
  13.

  	
  Payment

  	
   

  
	
  14.

  	
  Register
  of Noteholders

  	
   

  
	
  15.

  	
  No Set Off

  	
   

  
	
  16.

  	
  Transfer of
  Notes

  	
   

  
	
  17.

  	
  Transmission
  of Notes

  	
   

  
	
  18.

  	
  Modification
  of rights

  	
   

  
	
  19.

  	
  Notices

  	
   

  
	
  20.

  	
  Waiver, Release and
  Remedies

  	
   

  
	
  21.

  	
  Governing Law and
  Jurisdiction

  	
   

  
	
  Schedule 1

  	
  Form of Loan
  Note Certificate

  	
   

  
	
  Schedule 2

  	
  Meetings of
  Noteholders

  	
   

  
				



 


i

















 


THIS INSTRUMENT is entered into by way of DEED POLL
on [   ] February 2004 by AMARIN CORPORATION PLC.,
registered in England and Wales number 2353920 whose registered office is at 7
Curzon Street, London W1J 5HG (the “Company”).


 


WHEREAS the Company has by a
resolution of its board of directors (being duly empowered and authorised by
the memorandum and articles of association of the Company) to issue 8% secured
loan notes 2009 and has determined to constitute the same in the manner
hereinafter appearing.


 


NOW THIS INSTRUMENT
WITNESSES
and the Company HEREBY AGREES and DECLARES as follows:-


 


1.                                           Interpretation


 


1.1.                                   Definitions:


 


“Board of Directors” means the board of
directors of the Company for the time being constituted.


 


“Business Day” means a day (other than a
Saturday or Sunday) on which clearing banks are generally open for business in
London.


 


“Certificate” means a certificate for Notes
issued in accordance with Clause 6 and in the form or substantially in the form
set out in Schedule 1.


 


“Debenture” means that certain Debenture
dated 4 August 2003 between the Company and Elan Corporation, plc, as
trustee for the Secured Parties (as defined therein), as amended by (a) that
certain Amendment to Debenture dated 23 December 2003 between the same
parties, and (b) that certain Amendment No. 2 to Debenture dated the same date
as this Instrument also between the same parties.


 


“Extraordinary Resolution” means (subject to
paragraph 16 of Schedule 2) a resolution passed by a majority consisting
of not less than 75% (seventy five per cent.) of the Noteholders present and voting
upon a show of hands at a meeting of the Noteholders or if a poll is demanded
in accordance with Schedule 2 by a majority consisting of not less than
75% (seventy five per cent.) of the votes given on such poll.


 


“this Instrument” includes its Schedules.


 


“Interest Payment Date” has the meaning set
out in Clause 3.


 


“Make-Whole Amount” means, with respect to
any Note, an amount equal to the excess, if any, of the Discounted Value of the
Remaining Scheduled Payments with respect to the Called Principal of such Note
over the amount of such Called Principal, provided that the Make-Whole Amount
may in no event be less than zero.  For
the purposes of determining the Make-Whole Amount, the following terms have the
following meanings:


 


1

















 


“Called
Principal” means, with respect to any Note, the principal of such
Note that is properly declared to be immediately due and payable pursuant to
Clause 8.3.


 


“Discounted
Value” means, with respect to the Called Principal of any Note, the
amount obtained by discounting all Remaining Scheduled Payments with respect to
such Called Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Notes is payable) equal to the
Reinvestment Yield with respect to such Called Principal.


 


“Reinvestment
Yield” means, with respect to the Called Principal of any Note, the
yield to maturity implied by (i) the yields reported, as of
10:00 A.M. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display
designated as “Page 678” on the Dow Jones Markets Service (or such other
display as may replace Page 678 on Dow Jones Markets Service) for actively
traded U.S. Treasury securities having a maturity equal to the remaining term
of the Notes as of such Settlement Date, or (ii) if such yields are not
reported as of such time or the yields reported as of such time are not
ascertainable, the Treasury Constant Maturity Series Yields reported, for the
latest day for which such yields have been so reported as of the second
Business Day preceding the Settlement Date with respect to such Called
Principal, in U.S. Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S. Treasury securities
having a constant maturity equal to remaining term of the Notes as of such
Settlement Date.  Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted financial practice
and (b) interpolating linearly between (1) the actively traded U.S.
Treasury security with the duration closest to and greater than the remaining
term of the Notes and (2) the actively traded U.S. Treasury security with the
duration closest to and less than the remaining term of the Notes.


 


“Remaining
Scheduled Payments” means, with respect to the Called Principal of
any Note, all payments of such Called Principal and interest thereon that would
be due after the Settlement Date with respect to such Called Principal if no
payment of such Called Principal were made prior to its scheduled due date,
provided that if such Settlement Date is not a date on which interest payments
are due to be made under the terms of the Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement
Date.


 


“Settlement
Date” means, with respect to the Called Principal of any Note, the
date on which such Called Principal is properly declared to be immediately due
and payable pursuant to Clause 8.3 as the context requires.


 


2

















 


“Noteholders”
means the several persons for the time being entered in the Register as holders
of Notes.


 


“Notes” means the $5,000,000 8% secured loan
notes 2009 of the Company constituted by this Instrument or as the case may be
the amount thereof for the time being issued and outstanding.


 


“Register” means the register of the
Noteholders kept by the Company pursuant to Clause 14.


 


“subsidiary” has the same meaning as in
Section 736 of the Companies Act 1985.


 


“Tax” means all forms of taxation, duties,
imposts, levies, withholding, rates and charges of whatsoever nature whether of
the United Kingdom or elsewhere in any part of the world wherever and whenever
created or imposed and any taxes, duties, imposts or levies supplementing or
replacing any of the foregoing and any and all interests, charges, surcharges,
fines and penalties in relation to any of the foregoing.


 


“Valeant Agreement” shall mean that certain
asset purchase agreement between Valeant, the Company and Amarin Pharmaceutical
Company Limited dated11 February 2004.


 


“Zelapar Milestone” shall mean the milestone
payable by Valeant Pharmaceuticals International (“Valeant”) in respect of the
FDA’s approval of the NDA of the drug Zelapar for Parkinson’s disease pursuant
to the Valeant Agreement.


 


“$” means United States dollars.


 


1.2.                                   Interpretation


 


In this
Instrument:


 


1.2.1                           the singular includes the
plural and vice versa, the masculine includes the feminine and vice versa and
references to natural persons include corporate bodies, partnerships and vice
versa.


 


1.2.2                           any reference to a Clause,
Schedule or paragraph, unless otherwise specifically provided, shall be
respectively to a Clause, Schedule or paragraph of this Instrument.


 


1.2.3                           the headings of this
Instrument are for ease of reference only and shall not affect its construction
or interpretation.


 


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


 


1.2.5                           if any action or duty to be
taken or performed under any of the provisions of this Instrument would fall to
be taken or performed on a day which is not a Business Day such action or duty
shall be taken or performed on the Business Day next following such day.


 


3

















 


2.                                           Amount and Status of Notes


 


2.1.                                 The principal amount of the
Notes is limited to $5,000,000.  The
Notes shall be issued fully paid up in nominal amounts and integral multiples
of $10,000, subject to and with the benefit of the provisions of this
Instrument.  All the obligations and
covenants contained in this Instrument shall be binding on the Company and the
Noteholders and all persons claiming through them.


 


2.2.                                 The Notes shall be issued at
such time or times and on such terms and either for cash or such other
consideration as the Directors shall determine.


 


2.3.                                 The Company shall at all times
ensure that the Notes shall rank pari passu with each other, and shall rank
prior to any other obligations of the Company, so far as legally permitted.


 


2.4.                                 No application has been or
will be made to any stock exchange for the listing of, or for permission to
deal in, all or any of the Notes.


 


3.                                           Fixed and Floating Security


 


3.1.                                 The Company covenants to keep
in force and comply with the Debenture so far as legally permitted to do so,
subject to the rights of release provided in the Debenture.


 


4.                                           Interest


 


4.1.                                 The Notes will carry interest
at the rate of 8% (eight per cent.) per annum on the principal amount of the
Notes.


 


4.2.                                 In each case, such interest
will accrue on the principal of the Notes from day to day.  Interest will be payable by semi-annual
instalments in arrears on 31 January and 31 July in each year (each
an “Interest
Payment Date”) and the first payment of interest will be made on 31
July 2004 in respect of the period from the date of first issue of the
Notes to such first payment date.


 


5.                                           Default Interest


 


In the
event that the Company fails to pay any amount payable by it under this
Instrument on the due date, then without prejudice to any other right or remedy
the Noteholders may have, the Company shall additionally pay to the Noteholders
default interest on the principal sum not paid (but not the interest thereon)
at the rate of 3% (three per cent.) per annum (“Default Interest”).  Default Interest shall:


 


5.1.                                 be payable forthwith upon
demand;


 


5.2.                                 be payable after judgment as
well as before;


 


5.3.                                 accrue from day to day and be
calculated on the basis of actual days elapsed and a 365 day year; and


 


4

















 


5.4.                                 be paid without any set-off,
counterclaim, withholding or deduction for any reason whatsoever except as
required by law.


 


6.                                           Redemption of Notes


 


6.1.                                 All Notes not previously
redeemed by the Company under any of the provisions of this Instrument will be
repaid together with accrued interest as follows:


 


6.1.1                           30% (thirty per cent.) of the
nominal amount of the Notes on 31 January 2006;


 


6.1.2                           30% (thirty per cent.) of the
nominal amount of the Notes on 31 July 2007;


 


6.1.3                           the balance of 40% (forty per
cent.) of the nominal amount of the Notes on 31 January 2009.


 


6.2.                                 The Company may at any time
redeem any Notes by tender (available to all Noteholders alike) or by private
treaty or otherwise at any price agreed between the Noteholder and the Company.


 


6.3.                                 The Company may at any time
upon 30 (thirty) days’ notice to the Noteholders redeem all or any of the Notes
(in integral multiples of $10,000) at par together with accrued interest (based
on a 365 day year) at their outstanding nominal value plus 5% (five per cent.)
of the par value of the Notes then redeemed PROVIDED THAT any such
redemption shall be made of the Noteholders pro rata to the Notes held by such
Noteholder rounded to the nearest integral multiple of $10,000.


 


6.4.                                 Upon receiving the Zelapar
Milestone, the Company shall forthwith so notify the Noteholders of that fact
and of the provisions of this Clause 6.4. 
For a period of 60 (sixty) days thereafter, the Noteholders shall be
entitled, but not obliged, to require the Company to redeem all of the Notes
held by that Noteholder, or any part thereof (being an integral multiple of
$10,000) at their outstanding nominal value together with accrued interest
(based on a 365 day year).


 


7.                                           Tax


 


7.1.                                 If the Company is required by
law to pay or withhold Tax on behalf of the Noteholders with respect to any
monies payable to the Noteholders under this Instrument:


 


7.1.1                           the Company shall deduct them
from the amount of such monies due;


 


7.1.2                           any such tax required to be
paid or withheld shall be an expense of and borne solely by the Noteholder;


 


7.1.3                           the Company shall promptly
provide the Noteholder with a certificate or other documentary evidence to
enable the Noteholder to support a claim for a refund or a foreign tax credit.


 


5

















 


7.2.                                 The Company agrees to
co-operate with the Noteholders upon request in all respects necessary to take
advantage of any double taxation agreements or similar agreements as may, from
time to time, be available in order to enable the Company to make such payments
to the Noteholders without any deduction or withholding.


 


8.                                           Events of Default


 


8.1.                                 Each of the following shall be
an Event of Default:


 


8.1.1                           Failure to Pay.  The Company fails to pay on the due date for payment any sum due
from it under this Instrument, except where such failure to pay is due solely
to a technical or administrative delay and is remedied within 10 Business Days
of the due date for payment.


 


8.1.2                           Breach of Warranty.  Any representation or warranty made in writing by or on behalf of
either the Company or by any officer of the Company in this Instrument or in
any written statement or certificate furnished in connection with the
transactions contemplated hereby, or by the Notes proves to have been false or
incorrect in any material respect on the date as of which made.


 


8.1.3                           Breach of Covenant.  The Company fails to comply with any of the obligations expressed
to be assumed by it under Clause 9 and such failure is not remedied within 10
Business Days of receiving notice of such failure from Elan.


 


8.1.4                           Insolvency and Rescheduling.  The Company is unable to pay its debts as they fall due,
commences negotiations with any one or more of its creditors 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.


 


8.1.5                           Winding Up.  The Company takes any corporate action or other steps are taken or
legal proceedings are started for its winding up, dissolution, administration
or re-organisation or for the appointment of a liquidator, receiver, administrator,
administrative receiver, conservator, custodian, trustee or similar officer of
it or of any or all of its revenues and assets.


 


8.1.6                           Execution or Distress.  Any execution or distress is levied against, or an encumbrancer
takes possession of, the whole or any part of, the property, undertakings or
assets of the Company or any event occurs which under the laws of any
jurisdiction has a similar or analogous effect.


 


8.1.7                           Repudiation.  The Company repudiates this Instrument or the Notes or evidences
an intention to repudiate this Instrument or the Notes.


 


8.1.8                           Default under the Debenture.  The Company materially breaches the Debenture, which breach is
not remedied within 5 (five) Business Days of such of the Noteholders who alone
or together hold more than 25% (twenty five per cent.) of the nominal value of
the Notes giving written notice to the Company of such breach.


 


6

















 


8.1.9                           Failure to Pay Other Amount.  The Company makes default on any loan, guarantee or indemnity in
any amount exceeding in aggregate value $10,000 (ten thousand dollars), except
where such failure to pay is due solely (i) to a technical or administrative
delay and is remedied within 3 Business Days of the due date for payment or
(ii) a bona fide dispute between the parties in respect of such loan, guarantee
or indemnity.


 


8.1.10                     Cross Default.  Any other loan notes or any loan stock or other indebtedness
other than trade debts arising in the ordinary course of business issued or
owing by the Company become repayable before its due date by reason of the
Company’s default or is not paid when due.


 


8.1.11                     Subsidiary Event.  Any of the foregoing events listed in Clauses 8.1.1 to 8.1.10
occurs in respect of any subsidiary of the Company.


 


8.1.12                     Cessation of Business.  The Company ceases or threatens to cease carrying on its business
or a material part of its business.


 


8.1.13                     Change of Control.  Any third party (or third parties acting in concert) shall,
directly or indirectly, acquire fifty percent (50%) or more of the then voting
stock of the Company, or otherwise merge, consolidate or enter into any similar
transaction (or binding agreement in respect thereof) with the Company in a
transaction after which the Company is not the controlling entity.


 


8.2.                                 The Company shall notify the
Noteholders upon the occurrence of an Event of Default or when circumstances
occur such that, in the reasonable opinion of the Board of Directors, an Event
of Default is likely.


 


8.3.                                 Upon the occurrence of an
Event of Default, such of the Noteholders who alone or together hold more than
25% (twenty five per cent.) of the nominal value of the Notes may at any time
thereafter by notice to the Company, declare the Notes to be immediately due
and payable together with accrued interest and the Make-Whole Amount, or
declare the Notes to be due and payable on demand of such of the Noteholders
who alone or together hold more than 25% (twenty five per cent.) of the nominal
value of the Notes.  If such Noteholders
declare the Notes due and payable on demand, then at any time thereafter, such
of the Noteholders who alone or together hold more than 25% (twenty five per
cent.) of the nominal value of the Notes may by notice to the Company require
payment of the Notes, together with accrued interest and the Make-Whole Amount,
on such date as may be specified in such notice or withdraw such declaration
with effect from such date as they may specify.


 


For the avoidance of doubt, those of the
Noteholders subsequently declaring the Notes due and payable need not be the
same Noteholders who declared the Notes due and payable upon demand.


 


7

















 


9.                                           Covenants


 


The
Company covenants that (save with the prior consent of the Noteholders by
Extraordinary Resolution) so long as any of the Notes are outstanding:


 


9.1.                                 Provide Information.  The Company will concurrently with the issue of the same to its
ordinary shareholders send to each Noteholder a copy of each published annual
report and accounts of the Company, together with all documents required by law
to be annexed thereto, and a copy of every statement, notice or circular issued
to ordinary shareholders.


 


9.2.                                 Limitations on Indebtedness.  The Company will not create, incur, assume, permit to exist, or
in any manner become liable in respect of any indebtedness other than:


 


9.2.1                           indebtedness ranking
subordinate to the Notes; or


 


9.2.2                           after partial release of the
security constituted by the Debenture in accordance with Clause 21.1.2 thereof,
prior to, pari
passu with, or subordinate to the Notes provided that the Company
shall procure that any such indebtedness shall rank subordinate to the notes in
respect of those assets of the Company which remain charged by the Company
pursuant to Clause 21.1.2 of the Debenture, being, for the avoidance of doubt,
the entire right and benefit of the Valeant Agreement; or


 


9.2.3                           after due discharge of the
Debenture in accordance with its terms any indebtedness not otherwise
prohibited by law or by the provisions of this Instrument or any other agreement
or instrument to which the Company is a party.


 


9.3.                                 Restricted Payments.  The Company will not declare or pay any dividend on, or make any
payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other acquisition
of, any shares of any class of shares of the Company or any warrants or options
to purchase capital stock, whether now or hereafter outstanding, or make any
other distribution in respect thereof, either directly or indirectly, whether
in cash or property or in obligations of the Company, save from distributable
profits (within the meaning of the Companies Act 1985) in excess of three times
the amount outstanding on the Notes from time to time.


 


9.4.                                 Limitations on Capital
Expenditures.  The Company will not make or
commit to make any expenditure in respect of the purchase or other acquisition
of fixed or capital assets, including intangible assets, outside the ordinary
course of business.


 


9.5.                                 Limitations on Modifications
of Memorandum and Articles of Association. 
The Company will not cause or permit any amendment to be made to its
Memorandum or Articles of Association.


 


9.6.                                 Extension to Subsidiaries.  The Company will procure that each of its subsidiaries obeys the
covenants listed in Clauses 9.1 to 9.5 as if each such Clause referred to that
subsidiary rather than the Company.


 


8

















 


10.                                    Representations and
Warranties.


 


The
Company represents and warrants to the Noteholders as follows:


 


10.1.                           The Company has all requisite
corporate power and authority to authorise and execute this Instrument, the
Notes and the certificates evidencing them and to perform all obligations and
undertakings under the Notes and the certificates evidencing them, without the
approval of its shareholders, NASDAQ or any other person.


 


10.2.                           This Instrument and the Notes
have been duly authorised and executed by the Company and is a valid and
binding obligation of the Company enforceable in accordance with its terms.


 


10.3.                           The Notes when issued in
accordance with the terms hereof, will be validly issued, fully paid and
nonassessable.


 


10.4.                           The execution and delivery of
the Notes is not, inconsistent with the Company’s Memorandum and Articles of
Association or any regulation adopted by the Company, as amended, and do not
and will not constitute a default under, any indenture, mortgage, contract or
other instrument of which the Company is a party or by which it is bound.


 


11.                                    Certificates


 


11.1.                           Each Noteholder or the joint
holders of any of the Notes shall be entitled without charge to one Certificate
for the total amount of Notes registered in his name or their names or, if he
or they desire, to several such Certificates each for a part (being $10,000 in
nominal value of the Notes or an integral multiple thereof) of the Notes so
registered.  Any Certificate in the
names of joint holders of any of the Notes shall be delivered to the first
named of such joint holders in the Register unless all such joint holders
otherwise specify to the Company in writing.


 


11.2.                           Every Certificate shall be
executed as a deed by the Company and shall bear a denoting number and the
Company shall attach a copy of this Instrument to each Certificate.


 


11.3.                           The Company covenants with the
Noteholders that upon receipt of a description of circumstances reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of a
Certificate and, in the case of any such loss, theft or destruction, upon receipt
of an indemnity reasonably satisfactory to the Company, or in the case of any
such mutilation upon surrender and cancellation of such Certificate, the
Company will make and deliver a new Certificate, of like tenor, in lieu of the
lost, stolen, destroyed or mutilated Certificate.


 


12.                                    Surrender and Cancellation


 


12.1.                           Notes shall only be redeemed
against surrender of the relevant Certificate(s) for cancellation in the case
of full redemption (or such tender as would be required to


 


9

















 


obtain a new
certificate under Clause 11.3) and for the enfacement of a memorandum of the
amount and date of redemption in the case of partial redemption.


 


12.2.                           If any Noteholder whose Note
is liable to be redeemed (whether in whole or in part) under the provisions of
this Instrument shall fail or refuse to deliver up the Certificate(s) for such
Notes at the time and place fixed for redemption thereof or shall fail or
refuse to accept payment of the redemption monies payable in respect thereof
the monies payable to such Noteholder may be paid over by the Company to a
separate account to be held in trust for such Noteholder but without interest
and such setting aside shall be deemed for all purposes hereof to be a payment
to such Noteholder and the Company shall thereby be discharged from all
obligations in connection with such Notes other than under the said trust.


 


12.3.                           All Notes redeemed by the
Company under the provisions of this Instrument shall be cancelled and the
Company shall not re-issue the same Notes.


 


13.                                    Payment


 


Payment
of the principal amount of the Notes or any part of the Notes and any accrued
interest thereon may be made in immediately available funds by banker’s draft
payable to, or direct bank transfer to the account of, the registered holder
thereof or in the case of joint registered holders of any Notes to the first
named of such joint holders in the Register unless all such joint holders
otherwise specify to the Company in writing.


 


14.                                    Register of Noteholders


 


14.1.                           The Company shall at all times
maintain a register at its registered office in which shall be entered the
names and addresses of the holders for the time being of the Notes, the amount
of the Notes currently held by every registered holder and the principal monies
paid up thereon, the dates upon which the name of such holder is registered as
holder thereof, the serial number of each Certificate issued and its date of
issue.


 


14.2.                           Each Noteholder shall
forthwith notify the Company of any change of his name or address and the
Company upon receiving such notification shall alter the Register accordingly.


 


14.3.                           The Register shall, at all
reasonable times during office hours, be open for inspection by the Noteholders
or any of them, or by any person authorised in writing by the Noteholder,
without charge provided that the Register may be closed by the Company for such
period or periods and at such times as the Company may at its discretion think
fit provided that the Register is not to be closed for more than 30 (thirty)
days in any one year and during such period the Company shall be under no
obligation to register any transfers of Notes.


 


10

















 


15.                                    No Set Off


 


Every
Noteholder shall be entitled to the principal amount of his Notes and accrued
interest (after deduction of tax) free from any equity, set-off or cross-claim
on the part of the Company against the original or any intermediate holder of
the Notes.


 


16.                                    Transfer of Notes


 


16.1.                           The Notes are transferable in
nominal amounts and integral multiples of $10,000.


 


16.2.                           The Notes may be transferred
by means of instrument of transfer in any usual or common form, or in any other
form which may be approved by the directors of the Company.  The transferor shall be deemed to remain the
owner of the Notes to be transferred until the name of the transferee is
entered in the Register in respect thereof.


 


17.                                    Transmission of Notes


 


17.1.                           Any person entitled to a Note
by reason of the death or bankruptcy of any Noteholder or otherwise by
operation of law may be registered as the holder thereof or may transfer such
Note in the same way as could the person from whom his title is derived, upon
such evidence of his title being produced as the Board of Directors may reasonably
require.  The Company may in its sole
discretion retain any payments on such a Note until the person entitled to be
registered under this Clause in respect of such a Note has been duly registered
or, as the case may be, until registration of such transfer.


 


17.2.                           A person becoming entitled to
a Note in consequence of the death or bankruptcy of a Noteholder shall (unless
he has failed to comply with Clause 17.1) have the rights to which he would
have been entitled is he were the holder of the Note, except that he shall not,
before being registered as the holder of the Note, be entitled in respect of it
to attend or vote at any meeting of the Noteholders.  Where a person becomes entitled to a Note by transmission, the
rights of the holder in relation to it cease.


 


18.                                    Modification of rights


 


All or
any of the rights attaching to the Notes may from time to time (whether or not
the Company is being wound up) only be altered or abrogated by the Company with
the consent of the Noteholders by Extraordinary Resolution.


 


19.                                    Notices


 


19.1.                           All notices, demands and
requests of any kind to be delivered to any party in connection with the Notes
shall be in writing and shall be deemed to have been duly given if personally
or hand delivered, at the time of receipt; if sent by an
internationally-recognised overnight delivery courier, on the first business
day after the package is in the custody of the courier; by registered or
certified mail, return receipt requested and postage prepaid, on the fourth
business day after the package is


 


11

















 


delivered in
the custody of the postage service; or by facsimile transmission, upon receipt
of confirmation of delivery, in each case addressed as follows:


 


if to the Company, to:


 


	
  Amarin Corporation plc.

  	
   

  	
   

  
	
  7 Curzon Street

  	
   

  	
   

  
	
  London

  	
   

  	
   

  
	
  W1J 5HG

  	
   

  	
   

  
	
  England

  	
   

  	
   

  
	
   

  
	
  Attention:

  	
   

  	
  Company Secretary

  
	
  Fax:

  	
   

  	
  +44 20 7499 9004

  
					



 


if to a Noteholder or Noteholders, at its
or their address(es) as appearing in the Register.


 


20.                                    Waiver, Release and Remedies


 


20.1.                           A waiver by the Company or a
Noteholder of any breach by the other of any of the terms or provisions of this
Instrument or the acquiescence of the former in any act (whether commission or
omission) which but for such acquiescence would be a breach as aforesaid shall
not constitute a general waiver of such term or provision or an acquiescence to
any subsequent act contrary thereto.


 


20.2.                           Any remedy or right conferred
upon the Company or a Noteholder for breach of this Instrument shall be in
addition to and without prejudice to all other rights and remedies available to
it whether pursuant to this Instrument or provided for by law.


 


20.3.                           No failure or delay by the
Company or Noteholder in exercising any claim, remedy, right, power or
privilege under this Instrument shall operate as a waiver nor shall a single or
partial exercise of any claim, remedy, right, power or privilege preclude any
further exercise thereof or exercise of any other claim, right, power or
privilege.


 


20.4.                           Any liability of the Company
or the Noteholder under the provisions of this Instrument may in whole or in
part be released, varied, postponed, compounded or compromised by the other in
its absolute discretion as regards such person without in any way prejudicing
or affecting its rights against any other person under the same or a like
liability whether joint and several or otherwise.  Should any provision of this Instrument transpire not to be
enforceable against any person, such non-enforceability shall not render such
provision unenforceable against any other person.


 


21.                                    Governing Law and
Jurisdiction


 


This
Instrument shall be governed by and construed in accordance with English
law.  Each of the Noteholders and the
Company hereby agrees, that the English Courts shall have jurisdiction to hear
and determine any suit, action or proceedings that may arise out of or in
connection with this Instrument and for such purposes irrevocably submits to
the jurisdiction of such courts.


 


12

















 


IN WITNESS whereof this Instrument has
been duly executed by the Company as a deed the day and year first above
written.


 


 


	
  EXECUTED as a DEED by

  	
  )

  
	
  AMARIN CORPORATION PLC

  	
  )

  
	
  acting by:-

  	
  )

  
	
   

  	
   

  
	
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
   

  
				



 


13

















 


SCHEDULE 1                     FORM OF LOAN NOTE
CERTIFICATE


 


AMARIN CORPORATION PLC.


 


(Registered in England and
Wales No.  3565290)


 


LOAN NOTE CERTIFICATE


 


Loan Note Certificate
Number •


 


ISSUE of $5,000,000 8% secured loan
notes 2009 (the “Notes”)


 


Created
and issued pursuant to the Company’s memorandum and articles of association and
a resolution of its board of directors passed on [   ]
February 2004 which resolved that such notes be so constituted.


 


THIS IS TO CERTIFY that the person named below is
the registered holder of the nominal amount stated below of the Notes which are
constituted by an instrument (the “Instrument”) entered into by the Company
dated [   ] February 2004 (the “Instrument”) and are issued
with the benefit of and subject to the provisions contained in the Instrument a
copy of which is attached to this Certificate.


 


Interest
is payable at the rate and on the terms and conditions set out in the
Instrument.


 


The
Notes are transferable only in nominal amounts and integral multiples of
$10,000.  The Notes are transferable and
redeemable in accordance with the terms and conditions contained in the
Instrument.


 


Holder:


 


Name:


 


Address:


 


 


Nominal amount of the
Notes held by the Holder:


 


***$[   ]
([   ] dollars)


 


Date:                   [   ] February 2004


 


 


	
  Executed as a deed by
  AMARIN CORPORATION PLC.

  
	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director

  	
  Director/Secretary

  



 


14

















 


SCHEDULE 2  MEETINGS
OF NOTEHOLDERS


 


1.                                      Convening of Meetings


 


The
Company may, at any time and from time to time, and shall upon the request in
writing signed by any one or more of the Noteholders holding or together
holding not less than 10% (ten per cent.) of the principal amount of the Notes
for the time being outstanding convene a meeting of the Noteholders to be held
at such place in London or Dublin as the Noteholders may specify, or in default
of request, such place as the Company shall determine.


 


2.                                      Notice of Meetings


 


2.1                               At least 14 (fourteen) clear
days’ notice or, where the meeting is being convened for the purpose of passing
an Extraordinary Resolution, at least 21 (twenty one) clear days’ notice of
every meeting shall be given to the Noteholders.


 


2.2                               The notice shall specify the
place, day and hour of meeting and the general nature of the business to be
transacted but it shall not be necessary to specify in the notice the terms of
any resolution to be proposed (except in the case of a meeting being convened
for the purposes of an Extraordinary Resolution where the notice shall state
the terms of the Extraordinary Resolution). 
The Notice shall state that the Noteholder is entitled to appoint a
proxy to attend and on a poll to vote instead of him.


 


2.3                               The accidental omission to
give notice of a meeting to or the non-receipt of notice of a meeting by the
Noteholders shall not invalidate the proceedings of or any resolution passed at
that meeting.


 


3.                                      Quorum


 


The
quorum at any meeting for the transaction of business other than passing an
Extraordinary Resolution shall be any 2 (two) or more persons being or
representing by proxy (or by a duly authorised representative in the case of a
corporate Noteholder) Noteholders holding in the aggregate at least 10% (ten
per cent.) of the principal amount of the Notes for the time being outstanding.  The quorum for passing an Extraordinary
Resolution shall be any 2 (two) or more persons being or representing by proxy
(or by a duly authorised representative in the case of a corporate Noteholder)
Noteholders holding in the aggregate a clear majority in principal amount of
the Notes for the time being outstanding. 
No business (other than the choosing of a chairman) shall be transacted
at any meeting unless the requisite quorum is present at the time when the
meeting proceeds to business.


 


4.                                      Absence of Quorum


 


4.1                               A meeting requisitioned by the
Noteholders or any of them shall be dissolved if there is no quorum present
within 15 (fifteen) minutes from the time appointed for the meeting.  In any other case it shall stand adjourned
to a day (not being less than 14 (fourteen) days nor more than 28 (twenty
eight) days thereafter) and to such time and place as the Chairman (as defined
in paragraph 5) directs.  At any such
adjourned


 


15

















 


meeting, the Noteholders, proxies for Noteholders or
duly authorised representative of a corporate Noteholder present whatever their
number or the principal value of the Notes held or represented by them will
constitute a quorum for all purposes (including the passing of an Extraordinary
Resolution).


 


4.2                               At least 7 (seven) clear days’
notice of any such adjourned meeting of Noteholders shall be given in the same
manner, mutatis
mutandis, as for an original meeting and such notice shall state
that the Noteholders, proxies for Noteholders or duly authorised
representatives in the case of corporate Noteholders present whatever their
number or the principal value of the Notes held or represented will constitute
a quorum.


 


4.3                               No business shall be
transacted at any such adjourned meeting except business which might lawfully
have been transacted at the meeting from which the adjournment took place.


 


5.                                      Chairman


 


The
Company may nominate in writing a person (who may be but need not be a
Noteholder) to preside as chairman at a meeting but if no such person is
nominated or if at any meeting the person nominated shall not be present within
15 (fifteen) minutes after the time appointed for holding the meeting the
Noteholders present shall choose one of their number to be the chairman (the “Chairman”).


 


6.                                      Attendance of Directors and Advisers


 


The
directors, the secretary and the solicitors of and any other person authorised
in that behalf by the Company may attend and speak at any meeting.


 


7.                                      Resolutions


 


A
resolution put to the vote of the meeting shall be decided on a show of hands
unless before or on the declaration of the result on the show of hands a poll
is demanded by the Chairman or by one or more Noteholders present in person, by
proxy or by a duly authorised representative in the case of a corporate
Noteholder and holding or representing in aggregate not less than 10% (ten per
cent.) of the principal amount of the Notes for the time being
outstanding.  Unless a poll is so
demanded a declaration by the Chairman that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact without proof of the number
or proportion of the votes recorded in favour of or against such resolution.


 


8.                                      Poll


 


8.1                               If a poll is duly demanded
(and the demand is not withdrawn before the poll is taken) it shall be taken in
such manner and either forthwith or at such time and place as the Chairman may
direct except that a poll demanded on the election of a Chairman or any
question of adjournment shall be taken at the meeting without adjournment.


 


16

















 


8.2                               No notice need be given of a
poll not taken immediately if the time and place at which it is to be taken are
announced at the meeting at which it is demanded.  In any other case, at least 7 (seven) clear days’ notice shall be
given.


 


8.3                               The demand for a poll shall
not prevent the continuance of the meeting for the transaction of any business
other than the question on which the poll has been demanded.  The demand for a poll may be withdrawn and a
demand so withdrawn shall not be taken to have invalidated the result of a show
of hands declared before the demand was made.


 


8.4                               The result of a poll shall be
deemed to be a resolution of the meeting at which the poll was demanded.


 


9.                                      Voting


 


9.1                                On a show of hands, every
Noteholder who being an individual is present in person or being a corporation
is present by its authorised representative shall have 1 (one) vote.  On a poll, every Noteholder who is present
in person or by proxy or, in the case of a corporation, by its duly authorised
representative shall have 1 (one) vote for every $10,000 in nominal amount of
Notes held by him.


 


9.2                               A person entitled to more than
1 (one) vote on a poll need not use all his votes or cast all the votes he uses
in the same way.


 


9.3                               In the case of joint
Noteholders the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint
holders and for this purpose seniority shall be determined by the order in
which the names stand in the Register in respect of such holding.


 


9.4                               An objection to the
qualification of any person voting or to the counting of, or failure to count,
a vote may be raised only at the meeting or adjourned meeting at which the vote
objected to is tendered.  Unless an
objection is made in due time, every vote counted and not disallowed at the
meeting or adjourned meeting is valid and every vote disallowed or not counted
is invalid.  Any objection made in due
time shall be referred to the Chairman whose decision shall be final and
conclusive.


 


10.                               Equality of Votes


 


In the
case of an equality of votes whether on a show of hands or on a poll the
Chairman of the meeting (provided he is also a Noteholder or an authorised
representative of a corporate Noteholder) shall be entitled to a casting vote
in addition to any vote or votes to which he may be entitled as a Noteholder or
proxy or corporate representative.


 


11.                               Adjournment of Meeting


 


The
Chairman may with the consent of a meeting at which a quorum is present (and
shall if so directed by the meeting) adjourn the meeting from time to time and
from place to place but no business shall be transacted at any such adjourned
meeting except business which might lawfully have been transacted at the
meeting from which the adjournment took place. 
No


 


17

















 


notice
of any such adjourned meeting need be given except when the meeting is
adjourned for 14 (fourteen) days or more or an Extraordinary Resolution is
proposed to be passed at the adjourned meeting, in which event at least 7
(seven) clear days’ notice shall be given.


 


12.                               Proxies


 


12.1                         The instrument appointing a
proxy shall be in writing and signed by the appointor or his attorney duly
authorised in writing or, if the appointor is a corporation, either executed
under its common seal or signed by an attorney or officer so authorised.  The Company may (but shall not be bound to)
require evidence of the authority of any such attorney or officer.


 


12.2                         A person appointed to act as
proxy need not be a Noteholder.  The
Chairman of the meeting may be designated as a proxy in an instrument of proxy
without being named.


 


12.3                         An instrument of proxy may be
in the usual or common form or in any other form which the Company may approve
and such proxy shall be deemed to confer authority to demand or join in
demanding a poll.


 


12.4                         An instrument of proxy shall
be valid for any adjournment of the meeting to which it relates and the
instrument shall be deemed to confer authority to vote on amendments to
resolutions put to the meeting for which the authority is given or at an
adjournment, unless in each case the contrary is stated on it.


 


12.5                         Where it is desired to afford
members an opportunity to instruct the proxy how he shall act, the instrument
appointing a proxy shall be in any form which enables the Noteholders to direct
how their votes are to be exercised on each of the resolutions comprised in the
business of the meeting for which it is to be used.


 


12.6                         The instrument appointing a
proxy and the power of attorney or other authority under which it is signed or
a copy of such power or authority certified notarially or in some other way approved
by the Board of Directors shall be deposited at the Company’s registered office
or at such place within England, Wales or Ireland as may be specified in the
notice convening the meeting, or any document accompanying such notice, at such
time as may be specified therein being not less than 48 (forty eight) hours
before the time appointed for holding the meeting or adjourned meeting.  In the case of a poll taken more then 48
(forty eight) hours after it is demanded, it shall be deposited as aforesaid after
the poll has been demanded and not less than 24 (twenty four) hours before the
time appointed for the taking of the poll. 
Where the poll is not taken forthwith but is taken not more then 48
(forty eight) hours after it was demanded, be delivered at the meeting at which
the poll was demanded to the Chairman or to the secretary or to any director of
the Company.  Any instrument of proxy
not deposited as provided for in this paragraph 12.6 shall be invalid.


 


12.7                         An instrument appointing a
proxy shall be invalid on the expiration of 12 (twelve) months from the date of
execution.


 


12.8                         A vote given or poll demanded
by proxy or by the duly authorised representatives of a corporate Noteholder
shall be valid notwithstanding the previous determination of the authority of
the person voting or demanding a poll unless notice of the determination


 


18

















 


was received by the Company at the office or at such other place at
which the instrument of proxy was duly deposited before the commencement of the
meeting or adjourned meeting at which the vote is given or the poll demanded or
(in the case of a poll taken otherwise than on the same day as the meeting or
adjourned meeting) the time appointed for taking the poll.


 


13.                               Bodies Corporate acting by representatives


 


Any
body corporate being a Noteholder may in writing under the hand of one of its
directors or its secretary authorise any person to act as its representative at
any meeting of the Noteholders and the person so authorised shall be entitled
to exercise the same powers on behalf of the body corporate he represents as
that body corporate could exercise if it were an individual Noteholder present
in person at the meeting.


 


14.                               Powers of Meeting of Noteholders


 


A
meeting of the Noteholders shall in addition to any other powers have power by
Extraordinary Resolution to:-


 


14.1                         sanction on behalf of the
Noteholders any scheme for the reconstruction of the Company or for the
amalgamation of the Company with any other company;


 


14.2                         sanction on behalf of the
Noteholders any proposal made or approved by the Company for the exchange of
the Notes for or the conversion of the Notes into shares, stock, debentures,
debenture stock or other obligations or securities of the Company or any other
company formed or to be formed, or cash or partly for, or into, such shares,
stock, debentures, debenture stock or other obligations or securities as
aforesaid and partly for, or into, cash and for the appointment of some person
with power on behalf of the Noteholders to execute an instrument of transfer of
the Notes held by them in favour of the person to or with whom the Notes are to
be sold or exchanged, respectively;


 


14.3                         sanction on behalf of the
Noteholders the release of the Company from the payment of all or any part of
the principal monies and interest owing upon the Notes and other monies payable
pursuant to this Instrument;


 


14.4                         sanction on behalf of the
Noteholders any modification, abrogation, extension, replacement or compromise
of the rights of the Noteholders against the Company whether such rights shall
arise under this Instrument or otherwise;


 


14.5                         assent on behalf of the
Noteholders to any modification abrogation, extension, replacement, or
compromise of any provision of this Instrument proposed or agreed to by the
Company and to authorise the Company to execute any instrument embodying the
same; and


 


14.6                         appoint on behalf of the
Noteholders any persons (whether Noteholders or not) as a committee to
represent the interests of the Noteholders and to confer upon such committee
any powers or discretions which the Noteholders could themselves exercise.


 


19

















 


15.                               Extraordinary Resolutions


 


An
Extraordinary Resolution passed at a meeting of the Noteholders duly convened
and held shall bind all the Noteholders whether or not present at the meeting
where it was passed and each of the Noteholders shall be bound to give effect
to such Extraordinary Resolution.


 


16.                               Written Resolution


 


A
resolution in writing signed by all of the Noteholders for the time being
outstanding (or by their duly authorised representatives in the case of
corporations) shall be valid and effectual as if it had been passed as an
Extraordinary Resolution at a meeting of the Noteholders duly convened and
held.  Such resolution in writing may
consist of several documents in the like form each signed by or on behalf of
one or more such persons.


 


17.                               Minutes


 


The
Chairman shall  at the expense of the Company  procure that minutes of all
resolutions and proceedings at every meeting of the Noteholders shall be made
and duly entered in books to be provided for that purpose by the Company.  Any such minutes as aforesaid if purporting
to be signed by the Chairman of the meeting or by the Chairman of the next
succeeding meeting of the Noteholders shall be conclusive evidence of the
matters contained in the minutes and until the contrary is proved every such
meeting in respect of which minutes have been made and signed as aforesaid shall
be deemed to have been duly convened and held and all resolutions passed at
such meeting to have been duly passed.


 


***


 


20