Exhibit 4.23


 


Dated 28 October 2003


 


 


between


 


LAGRUMMET DECEMBER
NR 911 AB (under name change to WP HOLDINGS AB)


 


AND


 


AMARIN
PHARMACEUTICALS COMPANY LIMITED


 


AND


 


AMARIN CORPORATION
plc


 


AND


 


WATSON
PHARMACEUTICALS, Inc


 












 


SHARE
SUBSCRIPTION AND PURCHASE AGREEMENT


 


relating to


 


the entire share capital of Gacell Holdings AB


 












 


Latham &
Watkins


99 Bishopsgate


London EC2M
3XF


(44) 020 7710
1000 (Tel)


 (44) 020 7374 4460 (Fax)


www.lw.com


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
  1.2

  	
  Interpretation

  	
   

  
	
   

  	
  1.3

  	
  Schedules

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  SALE AND PURCHASE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Subscription for
  New Shares and Capitalisation of ADAB

  	
   

  
	
   

  	
  2.2

  	
  Obligation to
  sell and purchase of the Sale Shares

  	
   

  
	
   

  	
  2.3

  	
  Obligation to
  sell and purchase the Business IP

  	
   

  
	
   

  	
  2.4

  	
  Dividends and distributions

  	
   

  
	
   

  	
  2.5

  	
  Sale and purchase
  of all Shares

  	
   

  
	
   

  	
  2.6

  	
  Implied Covenants for title

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  CONSIDERATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Consideration
  subject to adjustment

  	
   

  
	
   

  	
  3.2

  	
  Reduction in consideration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  GUARANTEES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Seller’s
  Guarantee

  	
   

  
	
   

  	
  4.2

  	
  Buyer’s Guarantee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  COMPLETION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Seller’s
  obligations

  	
   

  
	
   

  	
  5.2

  	
  Buyer’s
  obligations

  	
   

  
	
   

  	
  5.3

  	
  Company records

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  COMPLETION BALANCE SHEET

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Preparation of
  Completion Balance Sheet

  	
   

  
	
   

  	
  6.2

  	
  Adjustment of Consideration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  ESCROW ACCOUNT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  First Escrow Payment Date

  	
   

  
	
   

  	
  7.2

  	
  Second Escrow Payment Date

  	
   

  
	
   

  	
  7.3

  	
  Third Escrow Payment Date

  	
   

  
	
   

  	
  7.4

  	
  Payments out of
  Escrow

  	
   

  
	
   

  	
  7.5

  	
  Outstanding
  Claims

  	
   

  
	
   

  	
  7.6

  	
  Interest

  	
   

  
	
   

  	
  7.7

  	
  Written
  Instructions

  	
   

  
	
   

  	
  7.8

  	
  Tax Liability

  	
   

  
	
   

  	
  7.9

  	
  Payments other
  than out of Escrow

  	
   

  



 


i

















 


	
  8.

  	
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Extent of
  Warranties

  	
   

  
	
   

  	
  8.2

  	
  Obligation to
  make enquiries

  	
   

  
	
   

  	
  8.3

  	
  Investigation by
  Buyer

  	
   

  
	
   

  	
  8.4

  	
  Information supplied
  by the Company

  	
   

  
	
   

  	
  8.5

  	
  Separate and
  independent warranties

  	
   

  
	
   

  	
  8.6

  	
  Reliance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  LIMITATION OF
  WARRANTORS’ LIABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Limitations on liability

  	
   

  
	
   

  	
  9.2

  	
  Exclusions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  INDEMNITIES AND
  REIMBURSEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  DuPont Discount Indemnity

  	
   

  
	
   

  	
  10.2

  	
  Liability of the Company

  	
   

  
	
   

  	
  10.3

  	
  Liability in
  respect of Ken Downie

  	
   

  
	
   

  	
  10.4

  	
  Reimbursement of
  payments to Leslie Pryce

  	
   

  
	
   

  	
  10.5

  	
  Amarin Group
  Lease Guarantees

  	
   

  
	
   

  	
  10.6

  	
  Application of Clause 10

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  TAX COVENANT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Covenant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
  PROTECTION OF GOODWILL

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
  Covenants

  	
   

  
	
   

  	
  12.2

  	
  Severability of covenants

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  TRANSITIONAL
  SERVICES AND NOVATION/ASSIGNMENT CONTRACTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  13.1

  	
  Transitional
  Services

  	
   

  
	
   

  	
  13.2

  	
  Assignment or
  Novation of Contracts after Completion

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
  SERVICES OF KEN DOWNIE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
  Provision of
  Services

  	
   

  
	
   

  	
  14.2

  	
  Employee of the Guarantor

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
  COOPERATION OF
  SELLER’S ACCOUNTANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  15.1

  	
  Scope of Cooperation

  	
   

  
	
   

  	
  15.2

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
  FURTHER ASSURANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  SUCCESSORS AND ASSIGNS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.1

  	
  Assignment with Consent

  	
   

  



 


ii

















 


	
   

  	
  17.2

  	
  Assignment to Buyer Group

  	
   

  
	
   

  	
  17.3

  	
  Successors

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  18.1

  	
  Entire agreement

  	
   

  
	
   

  	
  18.2

  	
  Remedies

  	
   

  
	
   

  	
  18.3

  	
  Non-exclusion of
  fraud

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
  WAIVER, VARIATION
  AND RELEASE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  19.1

  	
  No waiver by
  omission, delay or partial exercise

  	
   

  
	
   

  	
  19.2

  	
  Specific waivers
  to be in writing

  	
   

  
	
   

  	
  19.3

  	
  Variations to be
  in writing

  	
   

  
	
   

  	
  19.4

  	
  Non-release of
  all Warrantors

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
  COSTS AND EXPENSES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  20.1

  	
  Payment of costs

  	
   

  
	
   

  	
  20.2

  	
  Company to pay no
  costs

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
  PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
  ANNOUNCEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  22.1

  	
  Restrictions on
  announcements

  	
   

  
	
   

  	
  22.2

  	
  Time limit

  	
   

  
	
   

  	
  22.3

  	
  Legal and
  regulatory requirements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  23.1

  	
  In writing

  	
   

  
	
   

  	
  23.2

  	
  Addresses

  	
   

  
	
   

  	
  23.3

  	
  Receipt

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  24.1

  	
  Execution in counterparts

  	
   

  
	
   

  	
  24.2

  	
  One agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
  LANGUAGE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  25.1

  	
  Translations

  	
   

  
	
   

  	
  25.2

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
  CONFIDENTIALITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  26.1

  	
  No disclosure

  	
   

  
	
   

  	
  26.2

  	
  Permitted disclosures

  	
   

  
	
   

  	
  26.3

  	
  United States
  Treasury Regulations

  	
   

  
	
   

  	
  26.4

  	
  No time limit

  	
   

  



 


iii

















 


	
  27.

  	
  THIRD PARTY RIGHTS

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  27.1

  	
  No right to
  enforce

  	
   

  	 

	
   

  	
  27.2

  	
  No consent

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  28.

  	
  AGREEMENT TO
  CONTINUE IN FULL FORCE AND EFFECT

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  29.

  	
  INVALIDITY

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  29.1

  	
  Unenforceability,
  etc.

  	
   

  	 

	
   

  	
  29.2

  	
  Modification

  	
   

  	 

	
   

  	
  29.3

  	
  Substitution

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  30.

  	
  GOVERNING LAW AND
  JURISDICTION

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  30.1

  	
  English law

  	
   

  	 

	
   

  	
  30.2

  	
  Courts of England
  and Wales

  	
   

  	 

	
   

  	
  30.3

  	
  Seller’s Process
  Agent

  	
   

  	 

	
   

  	
  30.4

  	
  Buyer’s Process
  Agent

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  SCHEDULE 1 – DIRECTORS OF THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2 - PROPERTY

  	
   

  
	
   

  	
   

  
	
   

  	
  Part 1 - Properties

  	
   

  
	
   

  	
  Part 2 - Leases

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 3 – COMPANY DETAILS

  	
   

  
	
   

  	
   

  
	
   

  	
  Part 1 - The
  Company

  	
   

  
	
   

  	
  Part 2 - ADAB

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 4 - THE WARRANTIES

  	
   

  
	
   

  	
   

  
	
   

  	
  Part 1 - General Warranties

  	
   

  
	
   

  	
  Part 2 - Tax Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 5 - BASIS FOR PREPARATION OF THE
  COMPLETION BALANCE SHEET

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 6 - COMPLETION

  	
   

  
	
   

  	
   

  
	
   

  	
  Part 1

  	
   

  
	
   

  	
  Part 2

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 7 - INTELLECTUAL PROPERTY

  	
   

  
	
   

  	
   

  
	
   

  	
  Part 1 - Listed
  IP

  	
   

  
	
   

  	
  Part 3 - Listed
  IP Agreements

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 8 - INFORMATION TECHNOLOGY

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 8 - INFORMATION TECHNOLOGY

  	
   

  



 


iv

















 


	
   

  	
  Part 1 - IT Systems

  	
   

  
	
   

  	
  Part 2 - IT
  Contracts

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 9 - LIMITATION OF SELLERS LIABILITY

  	
   

  
	
   

  	
   

  
	
   

  	
  Part 1 - General
  Limitations

  	
   

  
	
   

  	
  Part 2 -
  Limitations under the Tax Warranties and the Tax Covenant

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 10 – LIST OF DISCLOSURE DOCUMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 11 – NOVATION/ASSIGNMENT CONTRACTS

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNATORIES

  	
   

  



 


v

















 


THIS AGREEMENT is made on 28 October, 2003


 


BETWEEN


 


(1)                                  AMARIN
PHARMACEUTICALS COMPANY LIMITED, a company registered in England, whose
registered office and principal place of business is at 7 Curzon Street, London
W1 5HG (“Seller”);


 


(2)                                  LAGRUMMET
DECEMBER NR 911 AB, under name change to WP HOLDINGS, AB a company registered
in Sweden whose registered office and principal place of business is at Lundvägen
151,  212 24 Malmö, Sweden (the “Buyer”);


 


(3)                                  AMARIN
CORPORATION plc, a company registered in England whose registered office and
principal place of business is at 7 Curzon Street, London W1 5HG (the “Guarantor”); and


 


(4.)                               WATSON
PHARMACEUTICALS, Inc., a corporation organised under the laws of Nevada whose
principal place of business is at 311 Bonnie Circle, Corona, CA 92880-2882 (“Watson”).


 


BACKGROUND


 


(A)                              Details
of Gacell Holdings AB (the “Company”)
and Amarin Development AB (“ADAB”)
are set out in Parts 1 and 2 of Schedule 3 respectively.


 


(B)                                The
Seller has agreed to sell the Sale Shares (as defined in this Agreement) to the
Buyer and the Buyer has agreed to purchase the Sale Shares and to subscribe for
the New Shares on the terms, and subject to the conditions, of this Agreement
(the “Transaction”).


 


IT IS AGREED as follows:


 


1.                                      DEFINITIONS AND
INTERPRETATION


 


1.1                               Definitions


 


In this Agreement and the Schedules to it,
save as otherwise specifically provided, the following words have the following
meanings:


 


	
  “Accounts”

  	
   

  	
  means the audited financial statements of the
  Company and ADAB, prepared in accordance with Swedish GAAP for the accounting
  reference period ended on the Accounts Date for each of the three consecutive
  accounting reference periods the last of which ended on the Accounts Date each
  of which financial statement comprises a balance sheet, profit and loss
  account, notes, auditors’ and directors’ reports, a statement of the source
  and application of funds or a cash flow statement, a copy of each of which
  has for the purpose of identification only been signed by the Seller’s

  



 


1

















 


	
   

  	
   

  	
  Solicitors and delivered to the Buyer or the Buyer’s
  Solicitors;

  
	
   

  	
   

  	
   

  
	
  “Accounts Date”

  	
   

  	
  means 31 December 2002;

  
	
   

  	
   

  	
   

  
	
  “Agreement”

  	
   

  	
  means this Agreement, including
  the Background and the Schedules;

  
	
   

  	
   

  	
   

  
	
  “Amarin Group”

  	
   

  	
  means each of the Guarantor
  and its Subsidiaries;

  
	
   

  	
   

  	
   

  
	
  “Balance Sheet Date”

  	
   

  	
  means 30 September 2003;

  
	
   

  	
   

  	
   

  
	
  “Books and Records”

  	
   

  	
  means all constitutional and
  other corporate documentation of the Company and ADAB and includes the
  Shareholders’ register, articles of association, all minutes from
  Shareholders’ meetings and board meetings, all notices, correspondence,
  orders, enquiries, drawings, plans, books of account and other documents and
  all computer disks or tapes or other machine legible programs or other
  records;

  
	
   

  	
   

  	
   

  
	
  “Business”

  	
   

  	
  means the business of ADAB as
  of the date of Completion, including, without limitation, the research and
  development of pharmaceutical products and compounds for human use;

  
	
   

  	
   

  	
   

  
	
  “Business Day”

  	
   

  	
  means a day (other than a
  Saturday or Sunday) when banks are open for business in London;

  
	
   

  	
   

  	
   

  
	
  “Business IP”

  	
   

  	
  means all Intellectual
  Property owned by any member of the Amarin Group (other than the Company and
  ADAB) that relates to the Business, including all rights to receive payments
  and other benefits in relation to such Intellectual Property but excluding
  all trade marks and service marks (including any trade, brand, or business
  names), domain names, or rights protecting goodwill and reputation in respect
  of the word “Amarin”;

  
	
   

  	
   

  	
   

  
	
  “Buyer’s Solicitors”

  	
   

  	
  means Latham
  & Watkins of 99 Bishopsgate,
  London, EC2M 3XF, United Kingdom;

  
	
   

  	
   

  	
   

  
	
  “Claim”

  	
   

  	
  means any claim by the Buyer
  in connection with the Warranties or the Tax Covenant (as the case may be);

  
	
   

  	
   

  	
   

  
	
  “Companies Acts”

  	
   

  	
  means the Swedish Companies
  Act (Sw. Aktiebolagslagen (1975:1385);

  
	
   

  	
   

  	
   

  
	
  “Completion”

  	
   

  	
  means completion of the sale
  and purchase of the Shares pursuant to this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Completion Balance 

  	
   

  	
  means the balance sheet
  referred to in Clause 6.1.1,

  
	
  Sheet”

  	
   

  	
  prepared in accordance with
  Schedule 5;

  
	
   

  	
   

  	
   

  



2

















 


	
  “Confidential Information”

  	
   

  	
  means all information used
  exclusively for the benefit of the Company and/or ADAB before the date of
  this Agreement, and all other information relating to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                                     the Company and ADAB; or

   

  
	
   

  	
   

  	
  (ii)                                  any
  aspect of the Business; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)                               the
  provisions of this Agreement; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)                              the
  negotiations for this Agreement;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)                                 the
  subject matter of this Agreement; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)                              the
  Buyer.

  
	
   

  	
   

  	
   

  
	
  “Connected Person”

  	
   

  	
  means in relation to another Person, a spouse, child or step-child or company in
  which that Person is directly or indirectly interested in, or is entitled to
  exercise control over, at least one-fifth of the shares of that company;

  
	
   

  	
   

  	
   

  
	
  “Consideration”

  	
   

  	
  means the consideration
  payable for the Sale Shares as specified in Clause 3.1 and subject to
  adjustment in accordance with Clause 6.2;

  
	
   

  	
   

  	
   

  
	
  “Directors”

  	
   

  	
  means the directors of the
  Company and ADAB named in Schedule 1;

  
	
   

  	
   

  	
   

  
	
  “Disclosed” 

  	
   

  	
  means fairly disclosed by the
  Disclosure Documents and “Disclosure” shall be construed
  accordingly; 

  
	
   

  	
   

  	
   

  
	
  “Disclosure Documents”

  	
   

  	
  means the Disclosure Letter
  and the two identical bundles of documents collated by or on behalf of the
  Warrantors, the outside covers of each of which have been signed for
  identification by or on behalf of the Warrantors and the Buyer;

  
	
   

  	
   

  	
   

  
	
  “Disclosure Letter”

  	
   

  	
  means the letter described as
  such of even date with this Agreement addressed by the Warrantors to the
  Buyer;

  
	
   

  	
   

  	
   

  
	
  “Encumbrance”

  	
   

  	
  means

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)                  any mortgage, charge, pledge, lien, assignment, hypothecation,
  security interest, option, title retention;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)               any
  arrangement under which money or claims to, or the benefit of a bank or other
  account,

  



 


3

















 


	
   

  	
   

  	
  may be
  applied, set off or made subject to a combination of accounts so as to
  discharge any sum owed or payable; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)            any
  other type of preferential, trust or other arrangement the effect of which is
  the creation of security;

  
	
   

  	
   

  	
   

  
	
  “Environment”

  	
   

  	
  means any and all organisms
  (including man), ecosystems, property and the following media: air (including
  the air within buildings and the air within other natural or man-made
  structures, whether above or below ground), water (including water under or
  within land or in drains or sewers and coastal and inland waters) and land
  (including land under water); 

  
	
   

  	
   

  	
   

  
	
  “Environmental Agreements”

  	
   

  	
  means any and all leases or
  licences or other agreements which are binding upon the Company and/or ADAB
  but only to the extent that they relate, either wholly or in part, to the
  protection of the Environment, and/or the prevention of Harm;

  
	
   

  	
   

  	
   

  
	
  “Environmental Laws”

  	
   

  	
  means any and all laws,
  whether civil, criminal or administrative which have as a purpose or effect
  the protection of the Environment, and/or the mitigation, abatement,
  containment or prevention of Harm and/or the provision of remedies in respect
  of Harm, including:  applicable
  European Community or European Union regulations, directives, decisions and
  recommendations; statutes and subordinate legislation; regulations, orders,
  ordinances; Permits, codes of practice, circulars and guidance notes (having
  the effect of law); common law, local laws and bye-laws; judgments, notices,
  orders, directions, instructions or awards of any Governmental Authority; and
  Environmental Agreements;

  
	
   

  	
   

  	
   

  
	
  “Environmental Liability”

  	
   

  	
  means liability (including
  liability in respect of Remedial Action) on the part of the Company and/or
  any of its directors or officers under Environmental Laws;

  
	
   

  	
   

  	
   

  
	
  “Escrow Account”

  	
   

  	
  means the interest bearing
  deposit account in the joint names of the Buyer’s Solicitors and the Seller’s
  Solicitors with Royal Bank of Scotland Plc under number 21976000, Sort Code:
  15-10-00;

  
	
   

  	
   

  	
   

  
	
  “Escrow Amount”

  	
   

  	
  means, as at the date hereof,
  $1,500,000, and thereafter, the credit balance for the time being of the
  Escrow Account;

  



 


4

















 


	
  “Financial Disclosure Documents”

  	
   

  	
  means the following Disclosure
  Documents listed by number: 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9,
  4.10, 4.11, 4.12, 5.3, 5.6, 6.1, 6.2, 6.4, 6.6, 6.8, 6.9, 6.10, 6.11, 6.12,
  6.13, 6.14, 6.15, 6.16, 6.17, 6.18 and 6.19;

  
	
   

  	
   

  	
   

  
	
  “Financial Year”

  	
   

  	
  means a year beginning with
  the day immediately following the end of the Company’s previous financial
  year and ending within the last day of its next accounting reference date;

  
	
   

  	
   

  	
   

  
	
  “First  Escrow Payment Date”

  	
   

  	
  means the date on which due payment is made in
  accordance with Clause 6.2.2;

  
	
   

  	
   

  	
   

  
	
  “General Warranties”

  	
   

  	
  means the warranties set out
  in Part 1 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Group Company”

  	
   

  	
  means in relation to any body
  corporate, any Holding Company or subsidiary undertaking of such body
  corporate or any subsidiary undertaking of a Holding Company of such body
  corporate;

  
	
   

  	
   

  	
   

  
	
  “Governmental  Authority”

  	
   

  	
  means:

  
	
   

  	
   

  	
  (i)                  any person (whether autonomous or not) (including any government
  or government agency) having legal and/or regulatory authority;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)               any
  court of law or tribunal in any jurisdiction; and/or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)            any
  Taxation Authority;

  
	
   

  	
   

  	
   

  
	
  “Hardware”

  	
   

  	
  means any and all computer,
  telecommunications and network equipment;

  
	
   

  	
   

  	
   

  
	
  “Harm”

  	
   

  	
  means harm or damage to the
  Environment;

  
	
   

  	
   

  	
   

  
	
  “Hazardous Matter”

  	
   

  	
  means any and all matter
  (whether alone or in combination with other matter) including electricity,
  heat, vibration, noise or other radiation which may or is liable to cause
  Harm; 

  
	
   

  	
   

  	
   

  
	
  “Held-over Proportion”

  	
   

  	
  means the proportion (including, if that is the
  case, the whole) of the outstanding balance on the Escrow Account determined
  either:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)               by
  agreement between the Buyer and the Seller in writing; or

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)              by
  Counsel as reasonable in the circumstances (on the basis of the facts
  available to him).  For this purpose,
  Counsel shall be Queen’s Counsel of at least 10 years’ call jointly chosen by
  the

  



 


5

















 


	
   

  	
   

  	
  Buyer and
  the Seller (or, in the event that they do not agree, by the Chairman from
  time to time of the Bar Council upon the application by either of them), and
  his or her fees shall be apportioned between the parties as Counsel shall
  decide;

  
	
   

  	
   

  	
   

  
	
  “Holding Company”

  	
   

  	
  means a company which, in
  relation to another Person, (i) holds a majority of the voting rights in it,
  or (ii) is a member of it, and has the right to appoint or remove a majority
  of the board of directors, or (iii) is a member of it and controls alone,
  pursuant to an agreement with the other shareholders or members, a majority
  of the voting rights in it;

  
	
   

  	
   

  	
   

  
	
  “Indemnities”

  	
   

  	
  means the indemnities given by
  the Warrantors in Clause 10;

  
	
   

  	
   

  	
   

  
	
  “Initial Consideration”

  	
   

  	
  means the sum of $ 14,003,728;

  
	
   

  	
   

  	
   

  
	
  “Intellectual Property”

  	
   

  	
  means patents and pending
  patent applications, utility models, registered and unregistered trade marks
  and service marks (including any trade, brand, or business names), domain
  names, rights (registered or unregistered) in any designs, copyright
  (including all such rights in computer software and any databases), database
  rights, topography rights, confidential information and knowledge (including
  know how, inventions, trade secrets, secret formulae and processes, market
  information, and lists of suppliers and customers), rights protecting goodwill
  and reputation, applications for any of the foregoing, and all rights and
  forms of protection of a similar nature or having an equivalent effect to any
  of the foregoing anywhere in the world;

  
	
   

  	
   

  	
   

  
	
  “IPR Assignments”

  	
   

  	
  means the assignments of
  intellectual property rights in the agreed form;

  
	
   

  	
   

  	
   

  
	
  “IT Contracts”

  	
   

  	
  means any agreements,
  arrangements or licences with third parties relating to IT Systems or IT
  Services, including all hire purchase contracts or leases of Hardware owned
  or used by the Company or ADAB, licences of Software owned or used by the
  Company or ADAB and other IT procurement;

  
	
   

  	
   

  	
   

  
	
  “IT Services”

  	
   

  	
  means any services relating to
  the IT Systems or to any other aspect of the Company and ADAB’s data
  processing or data transfer requirements, including facilities management,
  bureau services, hardware maintenance, Software development or support,

  



 


6

















 


	
   

  	
   

  	
  consultancy, source code
  deposit, recovery and network services;

  
	
   

  	
   

  	
   

  
	
  “IT Systems”

  	
   

  	
  means Hardware and/or Software
  owned or used by the Company and/or ADAB;

  
	
   

  	
   

  	
   

  
	
  “List of Disclosure

  Documents”

  	
   

  	
  means the list of documents set forth in Schedule
  10;

  
	
   

  	
   

  	
   

  
	
  “Listed Exclusive
  IP”

  	
   

  	
  means the Intellectual Property set out in Part 2 of
  Schedule 9, (being Intellectual Property that the Company and/or ADAB uses under an exclusive licence);

  
	
   

  	
   

  	
   

  
	
  “Listed IP”

  	
   

  	
  means the Intellectual Property set out in Part 1 of
  Schedule 9 (being registered Intellectual Property and applications to
  register Intellectual Property owned by the Company or ADAB or to be
  transferred to ADAB under the IP Assignments);

  
	
   

  	
   

  	
   

  
	
  “Listed IP
  Agreements”

  	
   

  	
  means the agreements set out in Part 3 of Schedule
  9, being agreements which have rights and/or obligations outstanding at the
  date of Completion and which authorise the use of Intellectual Property and
  to which the Company or ADAB is a
  party (either as licensor or licensee);

  
	
   

  	
   

  	
   

  
	
  “Losses”

  	
   

  	
  means actions, proceedings,
  losses, damages, liabilities, claims, costs and expenses including fines,
  penalties, loss of any right to repayment of Tax, investigation costs,
  settlement costs, clean-up costs, legal and other professional fees (other
  than VAT or the equivalent of VAT that can be recovered as input tax or its
  equivalent);

  
	
   

  	
   

  	
   

  
	
  “Management Accounts”

  	
   

  	
  means the management accounts
  of the Company and ADAB for the most recent period of calendar nine months
  ended on 30 September, 2003;

  
	
   

  	
   

  	
   

  
	
  “New Shares”

  	
   

  	
  means the 9,310 shares in the Company each having a
  nominal value of SEK100 to be issued to the Buyer pursuant to Clause 2.1;

  
	
   

  	
   

  	
   

  
	
  “Non-Financial
  Disclosure Documents”

  	
   

  	
  means all the Disclosure Documents, except for the
  Financial Disclosure Documents and the Disclosure Letter;

  
	
   

  	
   

  	
   

  
	
  “Novation/Assignment Contracts”

  	
   

  	
  means the contracts set forth
  in Schedule 11;

  
	
   

  	
   

  	
   

  
	
  “Pension Schemes”

  	
   

  	
  means agreements or
  arrangements (whether legally 

  



 


7

















 


	
   

  	
   

  	
  enforceable or not) for the
  payment of any pensions, allowances, lump sums or other similar benefits on
  retirement for the benefit of any present or former director, officer or
  employee of the Company or ADAB or for the benefit of any of their
  dependants;

  
	
   

  	
   

  	
   

  
	
  “Permits”

  	
   

  	
  means any and all licences,
  consents, permits, authorisations or the like, made or issued pursuant to or
  under, or required by, Environmental Laws in relation to the carrying on of
  the Business;

  
	
   

  	
   

  	
   

  
	
  “Person”

  	
   

  	
  means any individual, company,
  partnership, trust or other entity of whatever nature;

  
	
   

  	
   

  	
   

  
	
  “Proceedings”

  	
   

  	
  means any proceeding, suit or
  action arising out of or in connection with this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Properties”

  	
   

  	
  means the properties, short
  particulars of which are set out in Schedule 2 and the expression “Property”
  shall mean, where the context so admits, any one or more of those properties
  and any part or parts of them;

  
	
   

  	
   

  	
   

  
	
  “Relief”

  	
   

  	
  means any relief, allowance, credit, exemption or
  set-off in respect of any Tax or any deduction in computing income, profits
  or gains for the purposes of any Tax;

  
	
   

  	
   

  	
   

  
	
  “Remedial Action”

  	
   

  	
  means (i) preventing, limiting,
  removing, remedying, cleaning-up, abating or containing the presence or
  effect of any Hazardous Matter in the Environment (including the Environment
  at the Property) in each case which the Company or ADAB is required by law to
  undertake or (ii) carrying out investigative work and obtaining legal and
  other professional advice as is reasonably required in relation to (i);

  
	
   

  	
   

  	
   

  
	
  “Sale Shares”

  	
   

  	
  means the 1,000 shares in the
  Company each having a nominal value of SEK100 currently in existence and
  being the entire registered share capital of the Compay prior to the issuance
  of the New Shares;

  
	
   

  	
   

  	
   

  
	
  “Second Escrow Payment Date”

  	
   

  	
  means the date falling six
  months after the date of Completion;

  
	
   

  	
   

  	
   

  
	
  “SEC”

  	
   

  	
  means the United States
  Securities and Exchange Commission;

  
	
   

  	
   

  	
   

  
	
  “Seller’s Accountants”

  	
   

  	
  means PriceWaterhouseCoopers
  of Abacus House, Castle Park, Cambridge, England;

  
	
   

  	
   

  	
   

  
	
  “Seller’s Solicitors”

  	
   

  	
  means Nicholson
  Graham & Jones of 110 Cannon
  Street, London, EC4N 6AR;

  



 


8

















 


	
  “Shares”

  	
   

  	
  means the Sale Shares and the
  New Shares;

  
	
   

  	
   

  	
   

  
	
  “Software”

  	
   

  	
  means any and all computer
  programs in both source and object code form, including all modules, routines
  and sub-routines of them and all source and other preparatory materials
  relating to them, including user requirements, functional specifications and
  programming specifications, ideas, principles, programming languages,
  algorithms, flow charts, logic, logic diagrams, orthographic representations,
  file structures, coding sheets and coding and including any manuals or other
  documentation relating to them and computer generated works;

  
	
   

  	
   

  	
   

  
	
  “Subscription”

  	
   

  	
  means the subscription by the
  Buyer for New Shares and the subscription by the Company for 9,310 shares of
  ADAB pursuant to Clause 2.1;

  
	
   

  	
   

  	
   

  
	
  “Subsidiary”

  	
   

  	
  means when used with respect
  to any Person, each other Person in which such Person directly or indirectly
  (i) holds a majority of the voting rights of such other Person or (ii) has
  the right to appoint or remove a majority of the directors of such other
  Person, or (iii) controls alone, pursuant to an agreement with other
  shareholders or members, a majority of voting rights in it;

  
	
   

  	
   

  	
   

  
	
  “Swedish GAAP”

  	
   

  	
  means principles which are in
  accordance with applicable laws and generally accepted accounting principles
  in Sweden, applied by the Company on a consistent basis as at the Balance
  Sheet Date;

  
	
   

  	
   

  	
   

  
	
  “Taxation” or “Tax”

  	
   

  	
  means all forms of taxation
  and statutory, governmental, supra-governmental, state, principal, local
  governmental or municipal impositions, duties, contributions and levies, in
  each case whether of Sweden, the United Kingdom, the United States or
  elsewhere and whenever imposed, and all penalties, charges, costs and
  interest relating to them and without limitation value added taxes, all
  employment taxes and social security contributions and any deductions or
  withholdings of any sort in the nature of taxation; 

  
	
   

  	
   

  	
   

  
	
  “Taxation Authority”

  	
   

  	
  means the Skattemyndigheten and any
  other governmental or other authority whatsoever competent to impose any
  Taxation, whether in Sweden, the United Kingdom, the United States or
  elsewhere; 

  
	
   

  	
   

  	
   

  
	
  “Taxation Statute”

  	
   

  	
  means any directive, statute,
  enactment, law or regulation, wherever enacted or issued, coming into force
  or entered into providing for or imposing any

  



 


9

















 


	
   

  	
   

  	
  Taxation, including orders,
  regulations, instruments, bye-laws or other subordinate legislation made
  under the relevant statute or statutory provision and any directive, statute,
  enactment, law, order, regulation or provision which amends, extends,
  consolidates or replaces the same or which has been amended, extended,
  consolidated or replaced by the same, provided that any such amendment,
  extension, consolidation or replacement on or after the date of this
  Agreement shall not increase the liability of the Warrantors under this
  Agreement; 

  
	
   

  	
   

  	
   

  
	
  “Tax Covenant”

  	
   

  	
  means the covenant relating to Tax in Clause 11 of
  this Agreement;

  
	
   

  	
   

  	
   

  
	
  “Tax Event”

  	
   

  	
  means the existence of any state of affairs and any
  payment, transaction, action or omission, any change in the residence of any
  person for the purposes of any Tax, the death of any person, and a failure to
  take any action which would avoid an apportionment or deemed distribution of
  income (regardless of whether the taking of any such action after Completion
  could have avoided such apportionment or deemed distribution) and shall also
  include the execution of the Agreement and Completion;

  
	
   

  	
   

  	
   

  
	
  “Tax Warranties”

  	
   

  	
  means the warranties set out
  in Part 2 of Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Third Escrow Payment Date”

  	
   

  	
  means the
  first anniversary of the date of Completion;

  
	
   

  	
   

  	
   

  
	
  “Third Party Rights Act”

  	
   

  	
  means the Contracts (Rights of
  Third Parties) Act 1999;

  
	
   

  	
   

  	
   

  
	
  “VAT”

  	
   

  	
  means value added tax;

  
	
   

  	
   

  	
   

  
	
  “Warranties”

  	
   

  	
  means the warranties set out
  in Clause 8 and Schedule 4;

  
	
   

  	
   

  	
   

  
	
  “Warrantors”

  	
   

  	
  means the Seller and the
  Guarantor;

  
	
   

  	
   

  	
   

  
	
  “Watson Group”

  	
   

  	
  means Watson and any
  Subsidiary of Watson;

  
	
   

  	
   

  	
   

  
	
  “Working Capital Amount”

  	
   

  	
  means in relation to the
  Company and ADAB, their consolidated current assets less their consolidated
  liabilities as set out in the Completion Balance Sheet;

  
	
   

  	
   

  	
   

  
	
  “Working Hours”

  	
   

  	
  means 9 a.m. to 5 p.m.;

  



 


10

















 


1.2                               Interpretation


 


In this Agreement and the Schedules to it
(except where the context otherwise requires):


 


1.2.1                        any reference to the
Background, or a Clause, Sub-clause or Schedule is to the relevant background
item, clause, sub-clause or schedule of or to this Agreement.  Any reference to a paragraph is to the
relevant paragraph of the Schedule in which it appears;


 


1.2.2                        the table of contents and
Clause headings are included for convenience only and shall not affect the
interpretation of this Agreement;


 


1.2.3                        use of the singular
includes the plural and vice versa;


 


1.2.4                        use of any gender
includes the other genders;


 


1.2.5                        any reference to
“persons” includes natural persons, firms, partnerships, companies,
corporations, associations, organisations, governments, states, foundations and
trusts (in each case whether or not having separate legal personality);


 


1.2.6                        any reference to a
statute, statutory provision or subordinate legislation (“legislation”) shall (except
where the context otherwise requires) be construed as referring to such
legislation as amended and in force from time to time and to any legislation
which re-enacts or consolidates (with or without modification) any such
legislation;


 


1.2.7                        any reference to an
English legal term for any action, remedy, method of judicial proceeding, legal
document, legal status, court, official or any legal concept or thing shall, in
respect of any jurisdiction other than England, be deemed to include a
reference to what most nearly approximates in that jurisdiction to the English
legal term;


 


1.2.8                        any phrase introduced by
the terms “including”, “include”, “in particular” or any similar expression
shall be construed as illustrative and shall not limit the sense of the words
preceding those terms;


 


1.2.9                        any reference to
“writing” or “written” includes faxes and any non-transitory form of visible
reproduction of words (but not email);


 


1.2.10                  any agreement, covenant,
representation, warranty, undertaking or liability arising under this Agreement
on the part of two or more persons shall be deemed to be made or given by such
persons jointly and severally;


 


1.2.11                  references to the
Warrantors shall include each of them jointly and severally;


 


1.2.12                  references to times of
the day are to London time and references to a day are to a period of 24 hours
running from midnight on the previous day; and


 


1.2.13                  in Schedule 4, references
to the Company shall be deemed to include a corresponding reference to ADAB and
to each of them severally and references to the Accounts are to those of the
Company or ADAB, as the case may be.


 


11

















 


1.3                               Schedules


 


The Schedules and Background form part of
this Agreement and shall have effect as if set out in full in the body of this
Agreement and any reference to this Agreement includes the Schedules and
Background.


 


2.                                      SALE AND PURCHASE


 


2.1                               Subscription for New Shares and
Capitalisation of ADAB


 


Immediately prior to the sale of the Sale
Shares pursuant to Clause 2.2:


 


2.1.1                        the Buyer shall subscribe
for the New Shares at par value and the New Shares shall be issued and allotted
to the Buyer free of Encumbrances;


 


2.1.2                        the Buyer’s name shall be
entered into the Company’s register of members in respect of the New Shares;


 


2.1.3                        share certificates
representing the New Shares shall be delivered to the Buyer;


 


2.1.4                        the Company shall
subscribe for 9,310 shares of ADAB at par value and such shares shall be issued
and allotted to the Company free of Encumbrances;


 


2.1.5                        the Company’s name shall
be entered into ADAB’s register of members in respect of the new ADAB shares;
and


 


2.1.6                        share certificates
representing the new ADAB shares shall be delivered to the Buyer, to be held to
the order of the Company pending Completion.


 


2.2                               Obligation to sell and purchase of the Sale
Shares


 


Subject to the terms of this Agreement and
contingent upon the Subscription having occurred (and immediately upon it
having occurred), the Seller shall sell to the Buyer the Sale Shares (being the
entire issued share capital of the Company prior to the Subscription) together
with all rights attaching to them at the date of this Agreement and all
additional rights (if any) attaching to them at Completion and the Buyer shall
purchase and pay for the Sale Shares accordingly.


 


2.3                               Obligation to sell and purchase the
Business IP


 


Subject to the
terms of this Agreement, the Seller shall procure the sale to the Company of
the Business IP free from encumbrances and the Company shall purchase the
Business IP accordingly.


 


2.4                               Dividends and distributions


 


The Buyer shall be entitled to exercise all
rights attached or accruing to the Shares including the right to receive all
dividends and distributions declared, paid or made by the Company on or after
the date of this Agreement.


 


12

















 


2.5                               Sale and purchase of all Shares


 


The Buyer shall not be obliged to complete
the purchase of any of the Shares unless the purchase of all the Sale Shares is
completed simultaneously.


 


2.6                               Implied Covenants for title


 


The Seller covenants, in relation to the
Sale Shares to be transferred by it pursuant to this Agreement, that;


 


2.6.1                        he has the right to
transfer the legal and beneficial title to them; and


 


2.6.2                        they are free from all
Encumbrances.


 


3.                                      CONSIDERATION


 


3.1                               Consideration subject to adjustment


 


Subject to adjustment as provided in Clause
6.2, the consideration for the Sale Shares shall be an amount equal to the
Initial Consideration.


 


3.2                               Reduction in consideration


 


Any payment made by the Warrantors in
respect of a breach of any Warranties or payment made under the Indemnities, or
any other payment made to the Buyer pursuant to this Agreement, shall be deemed
to reduce the price paid for the Shares under this Agreement by a matching
amount.


 


4.                                      GUARANTEES


 


4.1                               Seller’s Guarantee


 


In consideration of the Buyer entering into
this Agreement, the Guarantor, at the request of the Seller, hereby
unconditionally guarantees to the Buyer the due and punctual performance and
observance by the Seller of all the Seller’s payment obligations contained in
this Agreement and shall procure the punctual performance of all the Seller’s
other obligations hereunder and the punctual discharge by the Seller of all the
Seller’s liabilities (payments or otherwise) to the Buyer contained in this
Agreement (the “Guaranteed Obligations”).


 


If the Seller shall make default in the
payment when due of any amount payable to the Buyer under this Agreement, the Guarantor
shall forthwith on demand by the Buyer unconditionally
pay to the Buyer in the manner prescribed in this Agreement an amount equal to
the amount payable by the Seller.


 


As an independent and primary obligation,
without prejudice to Clause 4.1 the Guarantor hereby unconditionally and
irrevocably agrees to indemnify and keep indemnified the Buyer against all and
any losses, costs, claims, liabilities, damages, demands and expenses suffered
or incurred by the Buyer arising from failure of the Seller to comply with any
of Guaranteed Obligations or by reason of the Seller not being at any time, or
ceasing to be, liable in respect of Guaranteed Obligations other than in
accordance with the terms of this Agreement.


 


13

















 


The guarantee and indemnity contained in
this Clause 4.1 shall be a continuing guarantee and indemnity and shall
continue in full force and effect until all liabilities in respect of the
Guaranteed Obligations, have been paid, discharged or satisfied in full and
notwithstanding any insolvency of the Seller or any change in the status of the
Seller.


 


The Guarantor shall not be exonerated or
discharged nor shall its liability be affected by any forbearance, whether as
to payment, time, performance or otherwise howsoever, or by any other
indulgence being given to the Seller or by any variation of the terms of this
Agreement or by any act, thing, omission or means whatever which, but for this
provision, might operate to exonerate or discharge the Guarantor from its
obligations under the guarantee and indemnity contained in this Clause 4.1.


 


4.2                               Buyer’s Guarantee


 


In consideration of the Seller entering
into this Agreement, Watson, at the request of the Buyer, hereby
unconditionally guarantees to the Seller the due and punctual performance and
observance by the Buyer of all the Buyer’s payment obligations contained in
this Agreement and shall procure the punctual performance of all the Buyer’s
other obligations hereunder and the punctual discharge by the Buyer of all the
Buyer’s liabilities (payments or otherwise) to the Seller contained in this
Agreement (the “Buyer Guaranteed Obligations”).


 


If the Buyer shall make default in the
payment when due of any amount payable to the Seller under this Agreement, Watson shall forthwith on demand by the Seller unconditionally pay to the Seller
in the manner prescribed in this Agreement an amount equal to the amount
payable by the Buyer.


 


As an independent and primary obligation,
without prejudice to Clause 4.2, Watson hereby unconditionally and irrevocably
agrees to indemnify and keep indemnified the Seller against all and any losses,
costs, claims, liabilities, damages, demands and expenses suffered or incurred
by the Seller arising from failure of the Buyer to comply with any of Buyer
Guaranteed Obligations or by reason of the Buyer not being at any time, or
ceasing to be, liable in respect of Buyer Guaranteed Obligations other than in
accordance with the terms of this Agreement.


 


The guarantee and indemnity contained in
this Clause 4.2 shall be a continuing guarantee and indemnity and shall
continue in full force and effect until all liabilities in respect of the Buyer
Guaranteed Obligations, have been paid, discharged or satisfied in full and
notwithstanding any insolvency of the Buyer or any change in the status of the
Buyer.


 


Watson shall
not be exonerated or discharged nor shall its liability be affected by any
forbearance, whether as to payment, time, performance or otherwise howsoever,
or by any other indulgence being given to the Buyer or by any variation of the
terms of this Agreement or by any act, thing, omission or means whatever which,
but for this provision, might operate to exonerate or discharge Watson from its
obligations under the guarantee and indemnity contained in this Clause 4.2.


 


14

















 


5.                                      COMPLETION


 


5.1                               Seller’s obligations


 


At Completion (which shall take place
immediately following the Subscription) the Seller shall:


 


5.1.1                        deliver to the Buyer each
of the documents listed in Part 1 of Schedule 6;


 


5.1.2                        procure that all
necessary steps are taken properly to effect the matters listed in Part 2 of
Schedule 6 at board meetings of the Company and ADAB and shall deliver to the
Buyer duly signed minutes of all such board meetings; and


 


5.1.3                        deliver to the Buyer the
IPR Assignments executed by the Seller Group Companies.


 


5.2                               Buyer’s obligations


 


Subject to the Seller complying with its
obligations under Clause 5.1, the Buyer shall at Completion:


 


5.2.1                        pay the Initial
Consideration less the Escrow Amount (being the sum of $12,503,728) by way of
electronic transfer for same day value to the Seller’s Solicitors who are
irrevocably authorised to receive the same and whose receipt shall be an
effective discharge of the Buyer’s obligation to pay such sum;


 


5.2.2                        pay the Escrow Amount
(being the sum of $1,500,000) by way of electronic transfer for the same day
value to the Escrow Account; and


 


5.2.3                        procure the immediate
payment by, or on behalf of, ADAB of the sum of $996,272 to the Guarantor (or
as it may direct) in full discharge of (and the Guarantor shall procure that
its Group Companies shall waive) all sums outstanding on intercompany loan
account and all other liabilities, actual or contingent, accrued or unaccrued
between ADAB, the Company and the Amarin Group as at Completion.


 


5.3                               Company records


 


Forthwith following Completion the Guarantor
and Seller shall, and shall procure that any other Group Company of the
Guarantor shall, without delay send to the Company at its registered office for
the time being, all records, correspondence, documents, files, memoranda and
other papers relating to the Company, ADAB or the Business not kept at any of
the Properties.


 


6.                                      COMPLETION BALANCE SHEET


 


6.1                               Preparation of Completion Balance Sheet


 


6.1.1                        Forthwith after
Completion, the Buyer shall prepare a draft Completion Balance Sheet.  Each of the Buyer and the Seller shall give
the other (or procure that the other has) access, through its employees, agents
and advisers 


 


15

















 


(provided that it shall be entitled, at its option, to
have a representative present), to all relevant files and/or working papers
(with the right to take copies) in their possession or control to the extent
that they are required in connection with the preparation of the Completion
Balance Sheet;


 


6.1.2                        The Completion Balance
Sheet shall consist of a consolidated balance sheet for the Company and ADAB as
at the close of business on the date of Completion and the Completion Balance
Sheet shall be prepared in accordance with the principles set out in Schedule
5;


 


6.1.3                        The Buyer shall use its
reasonable endeavours to procure that the draft Completion Balance Sheet is
submitted to the Seller for review within 60 calendar days after Completion;


 


6.1.4                        The parties shall pay
their own respective costs in connection with the preparation of the Completion
Balance Sheet;


 


6.1.5                        The draft Completion
Balance Sheet shall be deemed to have been accepted as the Completion Balance
Sheet unless, within 20 Business Days of their being received by the Seller,
the Seller delivers to the Buyer notice to the contrary specifying with
reasonable detail:


 


(a)                                  the item or items disputed;


 


(b)                                 their reasons; and


 


(c)                                  how the draft Completion Balance
Sheet and the Provisional Consideration should be adjusted.  If the Buyer and the Seller resolve the
matters raised in the notice in the 15 Business Days following receipt of the
notice, the draft Completion Balance Sheet (adjusted, if necessary, as agreed
by the Buyer and the Seller) will be deemed to have been accepted by the
parties as the Completion Balance Sheet;


 


6.1.6                        If the Seller and the
Buyer are unable to reach agreement within 15 Business Days of the notice
referred to in Clause 6.1.5, the matter(s) in dispute may, at the written
election of the Seller or the Buyer, be referred to the decision of an independent
chartered accountant (the “Independent
Accountant”) to be appointed (in default of nomination by agreement
between the Seller and the Buyer) by the President for the time being of the
Institute of Chartered Accountants in England and Wales on the written
application of the Seller or of the Buyer (whichever applies first);


 


6.1.7                        The Independent
Accountant shall act as an expert and not as an arbitrator and neither the
Arbitration Act 1996 nor any earlier or later enactments on arbitration shall
apply.  The Independent Accountant’s
decision shall (in the absence of manifest error) be final and binding on the
Seller and the Buyer for all the purposes of this Agreement.  The Buyer and the Seller shall use their
best efforts to ensure that the Independent Accountant’s decision as to the
matter in dispute is made within 30 Business Days of appointment. The draft
Completion Balance Sheet, as adjusted (if necessary) to reflect the


 


16

















 


Independent Accountant’s final and binding decision,
will be deemed to have been accepted by the parties as the Completion Balance
Sheet.


 


6.1.8                        The costs of the
Independent Accountant shall be apportioned between the parties as the
Independent Accountant shall decide but each party shall be responsible for its
own costs of presenting its case to the Independent Accountant.


 


6.2                               Adjustment of Consideration


 


The Consideration shall be adjusted
downwards after Completion in accordance with the following provisions of this
Clause 6.2:


 


6.2.1


 


(a)                                  If the Working Capital Amount is
less than 2,443,000 SEK, the Seller shall pay to the Buyer the amount of the
deficiency (translated into US Dollars at the mid-day SEK to US$ spot exchange
rate on the date of Completion);


 


(b)                                 If the amounts owing by ADAB to
Svenska Handelsbanken pursuant to its overdraft is greater than SEK 2,600,000
as at the Completion Date, the Seller shall pay to the Buyer the amount by
which it exceeds SEK 2,600,000 (translated into US Dollars at the mid-day SEK
to US$ spot exchange rate on the date of Completion). The certificate of
Svenska Handelsbanken as to the amount of the overdraft at the Completion Date
shall (in the absence of manifest error) be conclusive and binding on the
parties.


 


6.2.2                        Any amounts to be paid
under Clause 6.2.1 shall be paid:


 


(a)                                  in the case of 6.2.1(a), within 14
calendar days after the date on which the Completion Balance Sheet have been
agreed or settled (whether under Clauses 6.1.5 or 6.1.6 or by virtue of a
decision of the Independent Accountant or otherwise) and in the case of Clause
6.2.1(b), within 14 days after the date on which the level of the overdraft is
conclusively determined; and


 


(b)                                 in accordance with Clause 21.


 


6.2.3                        Where an amount is to be
paid by the Seller to the Buyer, to the extent that the amount:


 


(a)                                  is less than or equal to the Escrow
Amount, Clause 6.2.2 shall not apply and the parties shall procure that the
amount is released to the Buyer out of the Escrow Amount (together with a pro
rata share of the interest accrued on the Escrow Amount) within 14 calendar
days after the date on which the Completion Balance Sheet have been agreed or
settled; and


 


(b)                                 exceeds the Escrow Amount, the
provisions of Clause 6.2.2 above shall apply.


 


17

















 


7.                                      ESCROW ACCOUNT


 


7.1                               First Escrow Payment Date


 


$750,000 of the Escrow Amount shall be paid
to the Seller (by payment to the Seller’s Solicitors) on the First Escrow
Payment Date less:


 


7.1.1                        any amount paid out in
accordance with Clause 6.2.3(a) or Clause 7.4; and/or


 


7.1.2                        any amount which is to be
retained in the Escrow Account in accordance with Clause 7.5.


 


7.2                               Second Escrow Payment Date


 


A further $350,000 of the Escrow Amount
shall be paid to the Seller (by payment to the Seller’s Solicitors) on the
Second Escrow Payment Date less:


 


7.2.1                        any amount paid in
accordance with Clause 6.2.3(a) or Clause 7.4 in the period between the First
Escrow Payment Date and the Second Escrow Payment Date and/or;


 


7.2.2                        any amount which is to be
retained in the Escrow Account in accordance with Clause 7.5, but excluding any
amount deducted pursuant to Clause 7.1.2.


 


7.3                               Third Escrow Payment Date


 


The remainder of the Escrow Amount shall be
paid to the Seller (by payment to the Seller’s Solicitors) on the Third Escrow
Payment Date less:


 


7.3.1                        any amount paid in
accordance with Clause 6.2.3(a) or Clause 7.4 in the period between the Second
Escrow Payment Date and the Third Escrow Payment Date and/or;


 


7.3.2                        any amount which is to be
retained in the Escrow Account in accordance with Clause 7.5, but excluding any
amount deducted pursuant to Clauses 7.1.2. or 7.2.2.


 


7.4                               Payments out of Escrow


 


The Buyer may, from time to time before the
Third Escrow Payment Date, by notice to the Seller require immediate payment
out of the Escrow Amount in/or towards satisfaction of any Claim and/or any
other amount claimed by it under this Agreement and shall be entitled to be
paid in accordance with such a notice to the extent that:


 


7.4.1                        the Seller has agreed the
amount by giving written consent; or


 


7.4.2                        the Buyer has obtained
judgment of a court of competent jurisdiction in respect of the amount claimed,
and the judgment is not at the time of the notice capable of appeal by the
Seller.


 


18

















 


7.5                               Outstanding Claims


 


7.5.1                        If the Buyer has notified
the Seller in writing of a Claim which has not been finally determined, settled
or withdrawn on or before either the First Escrow Payment Date, the Second
Escrow Payment Date or the Third Escrow Payment Date, the Buyer shall be
entitled to require the Held-over Proportion (as defined below) of the Escrow
Amount to remain in the Escrow Account until the Claim or dispute is finally
determined, settled or withdrawn;


 


7.5.2                        On such Claim or dispute
being determined, settled or withdrawn, any amount payable out of the Held-over
Proportion to:


 


(a)                                  the Seller will be paid to the
Seller’s Solicitors; and


 


(b)                                 the Buyer will be paid as the Buyer
instructs.


 


7.6                               Interest


 


Where any payment is made to the Buyer out
of the Escrow Account as provided in this Clause, the Buyer shall at the same
time be entitled to a corresponding proportion of the interest accrued on the
Escrow Account.  Otherwise, all interest
accrued on the Escrow Account shall be payable to the Seller (by payment to the
Seller’s Solicitors) at the time of payment to them out of the Escrow Amount in
accordance with this Clause.


 


7.7                               Written Instructions


 


The Seller and the Buyer undertake to give
prompt written instructions with regard to the Escrow Amount where necessary or
desirable in order to give proper effect to the provisions of this
Agreement.  Any such instructions given
by the Buyer shall also be given to the Seller and any such instructions given
by the Seller shall also be given to the Buyer.


 


7.8                               Tax Liability


 


Any tax liability of the Buyer arising on
interest paid on any part of the Escrow Amount released to it under Clauses
6.2.3(a) and 7.4 shall be for the account of the Buyer.


 


7.9                               Payments other than out of Escrow


 


For the avoidance of doubt the Buyer shall
be able to demand a cash sum from the Warrantors otherwise than from the Escrow
Account in respect of any finally determined Claim under the Warranties and/or
claim or claims under the Indemnities to the extent that monies under the
Escrow Account have been exhausted by prior claims or repaid to the Seller in
accordance with Clauses 7.1, 7.2 and 7.3.


 


8.                                      WARRANTIES


 


8.1                               Extent of Warranties


 


In consideration of the Buyer agreeing to
purchase the Shares on the terms contained in this Agreement, the Warrantors
hereby warrant to the Buyer, the Company and ADAB in the terms set out in
Schedule 4.


 


19

















 


8.2                               Obligation to make enquiries


 


Where any of the Warranties is made or
given “so far as the Warrantors are aware”, such Warranty shall be deemed to be
given to the best of the knowledge, information and belief of each of the
Warrantors after making reasonable enquiries (subject to any qualification to a
Warranty expressly limiting such enquiries to within the Amarin Group and other
than enquiries to a Taxation Authority) and the knowledge, information and
belief of any one of the Warrantors shall be imputed to the remaining
Warrantors.


 


8.3                               Investigation by Buyer


 


None of the Warranties or the Indemnities
shall be deemed in any way modified or discharged by reason of any
investigation or enquiry made or to be made by or on behalf of the Buyer, and
no information relating to the Company, ADAB of which the Buyer has knowledge
(actual or constructive) other than by reason of its being Disclosed shall
prejudice any claim which the Buyer, the Company or ADAB shall be entitled to
bring or shall operate to reduce any amount recoverable by the Buyer, the
Company or ADAB under this Agreement. The Buyer warrants to the Warrantors that
it is not, as at the date of this Agreement, contemplating any Claim in respect
of any fact, matter or circumstance of which it has actual knowledge at the
date of this Agreement.


 


8.4                               Information supplied by the Company


 


Any information supplied by or on behalf of
the Company or ADAB (or by any officer, employee or agent of any of the Company
or ADAB) to the Warrantors or their advisers in connection with the Warranties,
the Indemnities or the information Disclosed in the Disclosure Documents shall
not constitute a warranty, representation or guarantee as to the accuracy of
such information in favour of the Warrantors and the Warrantors hereby
undertake to waive any and all claims which they might otherwise have against
the Company or ADAB or against any officer, employee or agent of any of them in
respect of such claims but so that this shall not preclude any Warrantor from
claiming against any other Warrantor under any right of contribution or indemnity
to which it may be entitled.


 


8.5                               Separate and independent warranties


 


Each of the Warranties set out in the
separate paragraphs of Schedule 4 shall be construed as a separate and
independent Warranty. Save as expressly otherwise provided no Warranty shall be
limited or restricted by reference to or inference from the terms of any other
such Warranty or by anything in this Agreement or the Disclosure Documents.


 


8.6                               Reliance


 


The Seller accepts that the Buyer has
entered into this Agreement, and has entered into it, upon the basis of and in
reliance upon the Warranties and the Indemnities.


 


20

















 


9.                                      LIMITATION OF
WARRANTORS’ LIABILITY


 


9.1                               Limitations on liability


 


The liability of the Warrantors:


 


9.1.1                        in respect of any claim
under the Warranties save for the Tax Warranties, shall be limited as provided
in Parts 1 and 2 of Schedule 9; and


 


9.1.2                        in respect of any claim
under the Tax Warranties shall be limited as provided in Part 1 (as expressed
to apply) and Part 2 of Schedule 9.


 


The limitations on the liability of the
Warrantors under this Clause and Schedule 9 shall not apply in relation to the
Warranties set out in sub-paragraphs 1.2 and 2.4.1 and 2.4.3 of Schedule 4.


 


9.2                               Exclusions


 


Notwithstanding any other provision of this
Agreement, the provisions of this Clause and Schedule 9 shall not apply to any
claim:


 


9.2.1                        made against the
Warrantors in the case of any fraud, dishonesty, wilful misstatement or
fraudulent, dishonest or wilful omission by or on behalf of any of the
Warrantors provided that each Warrantor shall be solely responsible for its own
fraudulent or dishonest acts or omissions or wilful misstatements or omissions;
or


 


9.2.2                        made under the
Indemnities.


 


10.                               INDEMNITIES AND
REIMBURSEMENTS


 


10.1                        DuPont Discount Indemnity


 


The Warrantors
undertake to indemnify and keep the Buyer, the Company and ADAB indemnified
from and against all and any Losses which they may suffer as result of the
Company’s failure prior to Completion to pass on discounts to its customers in
respect of Multipor supplied to it by DuPontSverige AB provided neither Watson
nor any Group Company of Watson nor the Company nor ADAB shall, as from the
date of Completion, take any action in respect of such customers for the purpose
of making any such customers aware that there is or may be a liability owing to
any of them in respect of such discounts or the failure of the Company, ADAB or
any company in the Amarin Group to pass on the same, unless upon an unsolicited
request from such customers.


 


10.2                        Liability of the Company


 


The Warrantors
undertake to indemnify and keep the Buyer, ADAB and the Company indemnified
from and against:


 


10.2.1                  any and all Losses,
liabilities or other obligations of the Company whether accrued, unaccrued,
actual or contingent incurred as a result of an event occurring prior to
Completion; and


 


21

















 


10.2.2                  all Losses which it may
suffer as a result of a breach of the Warranties to the extent that such Losses
would not have been incurred if the Buyer had directly purchased the shares of
ADAB and not the Shares of the Company.


 


10.3                        Liability in respect of Ken Downie


 


The Warrantors
undertake to indemnify and keep the Buyer, the Company and ADAB indemnified from
and against all and any Losses which they may suffer as result of engaging the
services of Ken Downie pursuant to Clause 14 hereof other than Losses incurred
as a result of actions performed or omissions by Ken Downie in good faith and
at the direction, or with the consent, of the Company, ADAB or the Watson Group
which are not recoverable under the insurance of the Guarantor or its Group
Companies.


 


10.4                        Reimbursement of payments to Leslie Pryce


 


The Buyer
agrees to reimburse the Guarantor in respect of all payments falling due after
the date of Completion that are duly paid by the Guarantor or any Guarantor
Group Company to Leslie Pryce pursuant to clause 3(b)(i) and (ii) of the
agreement between Ethical Holdings Limited and Leslie John Pryce, dated 4 December
1992, in respect of the Tanabe Group of Companies’ development and
commercialisation of once daily morphine formulation for sale in Japan,
provided that the Guarantor shall not agree to any amendment to such agreement
without the Buyer’s consent.


 


10.5                        Amarin Group Lease Guarantees


 


The Buyer
undertakes to indemnify and keep the Guarantor (for itself and on behalf of
each of the Amarin Group) indemnified from and against all Losses arising from
the Company’s failure to pay any amount after Completion and arising from
conduct undertaken after Completion that is guaranteed by the Guarantor
pursuant to (a) the lease in respect of the Properties (being the documents
numbered 7.1 in the Disclosure Documents) and (b) the obligations under the
overdraft which ADAB has with Svenska Handelsbanken and the Buyer and the
Guarantor undertake to use their reasonable endeavours to procure the release
of the Guarantor from such guarantee obligations as soon as practicable (and in
any event within 30 Business Days of Completion).


 


10.6                        Application of Clause 10


 


For the
avoidance of doubt, the provisions of Clause 9 and Schedule 9 shall not apply
to this Clause.


 


11.                               TAX COVENANT


 


11.1                        Covenant


 


Subject to
Schedule 9 of this Agreement, the Warrantors hereby jointly and severally
covenant with the Buyer to pay to the Buyer (so far as possible by way of
repayment of the consideration payable under the Agreement for the Sale Shares)
an amount equal to:


 


22

















 


11.1.1                  any Tax payable by the
Company or ADAB arising as a consequence of or by reference to a Tax Event
which occurred on or before Completion or was deemed to occur on or before
Completion for the purposes of any Tax; or


 


11.1.2                  any Tax payable by the
Company or ADAB in respect of or by reference to any income, profits or gains
which were earned, accrued or received or deemed for the purposes of any tax to
be earned, accrued or received on or before Completion;


 


11.1.3                  the setting off of any
Relief which arises as a consequence of or by reference to a Tax Event
occurring (or deemed to occur) after Completion or in respect of a period
commencing after Completion and not as a consequence of or by reference to any
Tax Event occurring (or deemed to occur) on or before Completion or in respect
of a period ended on or before Completion in circumstances where, but for such
setting off, the Company or ADAB would have had an actual liability for Tax in
respect of which the Buyer would have been able to make a claim against the
Warrantors under this Agreement; or


 


11.1.4                  any Tax arising from the
loss of any Relief where such Relief has been taken into account in computing
and so reducing or eliminating any provision for deferred Tax which appears in
the Completion Balance Sheet (or which but for such Relief would have appeared
in the Completion Balance Sheet) or where such Relief was treated as an asset
of the Company or ADAB in the Completion Balance Sheet or was taken into
account in the computing any deferred Tax asset which appears in the
Completion; or


 


11.1.5                  “Tax” for the purposes of
clause 11 shall include any Tax arising from any Tax Event or the earning of an
income, profit or gains which results in the Company and/or ADAB becoming
liable to pay or bear a liability for Tax chargeable directly or primarily
against or attributable directly or primarily to another person (not being the
Company or ADAB).


 


12.                               PROTECTION OF GOODWILL


 


12.1                        Covenants


 


As further consideration for the Buyer
agreeing to purchase the Shares on the terms contained in this Agreement and
with the intent of assuring to the Buyer the full benefit and value of the
goodwill and connections of the Company and ADAB and as a constituent part of
the sale of the Shares, the Warrantors hereby undertake (binding themselves and
each of their Group Companies) to the Buyer, the Company and ADAB that (except
as directors or employees of the Company or ADAB or with the written consent of
the Buyer) neither they nor their Group Companies shall, whether on their own
behalf or with or on behalf of any person, and whether directly or indirectly
by any person or business controlled by them or any Connected Person:


 


12.1.1                  until 18 months after
Completion, carry on, incorporate or be engaged,  concerned, interested or in any way assist within the United
States or Sweden in any business which competes with all or part of the
Business, other than to an immaterial extent (whether the same is immaterial
shall be determined in the reasonable opinion of the Buyer and notified to the
Warrantors), provided


 


23

















 


that nothing in this Sub-clause shall prevent the
Warrantors or any of their subsidiaries from holding for investment purposes
only any units of an authorised unit trust and/or not more than 3% of any class
of the issued share or loan capital of any company traded on a recognised
investment exchange;


 


12.1.2                  until 18 months after
Completion, canvass, solicit or approach or cause to be canvassed, solicited or
approached (with a view to conducting business which may in any way breach
Clause 12.1.1 above) the custom of any person who at any time during the 12
months preceding Completion shall have been a client or customer of the Company
or ADAB;


 


12.1.3                  until 18 months after
Completion offer employment to or offer to conclude any contract of services
with employees of the Company or ADAB holding executive or managerial posts or
procure or facilitate the making of such an offer by any person, firm or
company or entice or endeavour to entice any such employees to terminate their
employment with the Company or ADAB (provided always that this Clause shall
only apply in relation to persons who were so employed at Completion and who
were still so employed immediately before the relevant breach of this
Sub-clause) save where such person applies for a position with any Seller Group
Company where such position was the subject of a bona fide public advertisement
prior to such application;


 


12.1.4                  at any time after
Completion use as or as part of any corporate trading, business or domain name,
meta-tag or other form of identifier the name “Watson” or “Gacell” or any other
name (except for “Amarin”) or initials intended or likely to be confused or
associated with the Company or ADAB.


 


Each undertaking contained in this Clause
shall be read and construed independently of the other undertakings in this
Clause as an entirely separate and severable undertaking.


 


12.2                        Severability of covenants


 


12.2.1                  Whilst the undertakings
in this Clause are considered by the parties to be reasonable in all the
circumstances, if any one or more should for any reason be held to be invalid
but would have been held to be valid if part of the wording thereof was
deleted, or its period reduced or the range of activities or areas covered by
it reduced in scope, the said undertakings shall apply with the minimum
modifications necessary to make them valid and effective. Further, if any one
or more of the undertakings is held to be against the public interest or
unlawful or in any way an unreasonable restraint of trade, the remaining
undertakings shall continue to bind the Seller.


 


12.2.2                  The Buyer undertakes to
the Guarantor that it will not at any time after the date which is 3 months
after Completion use as or as part of any corporate trading, business or domain
name, meta-tag or other form of identifier the name “Amarin” or any other name
or initials intended or likely to be confused or associated with the Guarantor
and the Guarantor hereby grants to ADAB a non-exclusive royalty free licence to
use the trade name “Amarin” solely for the purpose of interim trading during
the period in which the Buyer rebrands


 


24

















 


the Business. This licence will terminate on the date
which is 3 months from Completion.


 


13.                               TRANSITIONAL SERVICES
AND NOVATION/ASSIGNMENT CONTRACTS


 


13.1                        Transitional Services


 


The Guarantor agrees that for the first six
months following Completion it will provide reasonable assistance to the Buyer
and Watson in order to assist the Buyer and Watson in respect of the managerial
and other issues that may arise in connection with the change of ownership of
the Company provided that the Buyer will reimburse all disbursements which any
company in the Amarin Group may incur in connection with the same and further
provided that Amarin Group personnel shall not be required to spend more than
an aggregate of 10 hours a week in the provision of such assistance nor be
required to travel outside the United Kingdom to provide such assistance.


 


13.2                        Assignment or Novation of Contracts after
Completion


 


13.2.1                  The Buyer shall use its
reasonable endeavours to take over the benefit of the Novation/Assignment
Contracts and undertakes to the Seller with effect from Completion to assume
the obligations and become entitled to the benefits of the Seller under the
Novation/Assignment Contracts and undertakes to carry out and perform and
complete all the obligations and liabilities created by or arising under the
Novation/Assignment Contracts (except for any obligations or liabilities
attributable to a breach on the part of the Seller (and/or each relevant
company in the Amarin Group) or its employees, agents or sub-contractors) and
shall indemnify the Seller (and/or each company in the Amarin Group) and keep
it fully indemnified against all liabilities, losses, actions, proceedings,
costs, claims, demands and expenses brought or made against or incurred by the
Seller (and/or each company in the Amarin Group) in respect of the
non-performance or defective or negligent performance by the Buyer or the
relevant company in the Watson Group of the Novation/Assignment Contracts after
the date of Completion.


 


13.2.2                  The Seller undertakes
with effect from Completion to assign to the order of the Buyer or to procure
the assignment to the order of the Buyer all the Novation/Assignment Contracts
which are capable of assignment without the consent of other parties.


 


13.2.3                  In so far as any of the
Novation/Assignment Contracts are not assignable to the Buyer without the agreement
of or novation by or consent to the assignment from another party, this
Agreement shall not constitute an assignment or attempted assignment if such
assignment or attempted assignment would constitute a breach of such
Novation/Assignment Contracts. In the event that consent or novation is
required to such assignment:


 


13.2.4                  the Seller at the Buyer’s
request shall use all reasonable endeavours with the co-operation of the Buyer
to procure such novation or assignment as aforesaid;


 


25

















 


13.2.5                  unless and until any such
Novation/Assignment Contract shall be novated or assigned as aforesaid the
Seller shall continue its corporate existence and shall hold such
Novation/Assignment Contract in trust for the Buyer and its successors in title
absolutely and the Buyer shall (if such sub-contracting is permissible and
lawful under the Novation/Assignment Contract in question) as the Seller’s
sub-contractor perform all the obligations of the Seller under such Novation/Assignment
Contract provided that the Buyer shall indemnify the Seller and each company in
the Amarin Group and keep each of them full indemnified against all
liabilities, losses, actions, proceedings, costs, claims, demands and expenses
brought or made against or incurred by any of them in connection with its
performance of such obligations arising after the date of Completion (save
where the relevant company in the Amarin Group has failed to comply with its
obligations under this Clause 13.2.5);


 


13.2.6                  unless and until any such
Novation/Assignment Contract shall be novated or assigned the Seller will (so
far as it lawfully may) give all such assistance to the Buyer as the Buyer may
reasonably require to enable the Buyer to enforce its rights under such
Novation/Assignment Contract and (without limitation) will provide access to
all relevant books, documents and other information in relation to such
Novation/Assignment Contract as the Buyer may require from time to time.


 


13.2.7                  If such consent or novation
is refused or otherwise not obtained on terms reasonably satisfactory to the
Buyer within 60 Business Days of the date of Completion, the Buyer shall be,
save where the arrangements contemplated by Clauses 13.2.5 are able to continue
and the relevant counterparty to the Novation/Assignment Contract has not
prevented the same from continuing, entitled at its sole discretion to require
the Seller to serve proper notice to terminate that Novation/Assignment
Contract and the Seller shall indemnify and keep indemnified the Buyer from and
against all losses, damages, costs, actions, proceedings, claims, demands,
liabilities and expenses (including, without limitation, legal and other
professional fees and expenses but other than VAT or its equivalent which is recoverable
as input tax or its equivalent) which the Buyer may reasonably suffer, sustain,
incur, pay or be put to by reason or on account of or arising from the
termination of such Novation/Assignment Contract.


 


13.2.8                  To the extent that any
payment is made to the Seller in respect of the Novation/Assignment Contracts
on or after Completion the Seller shall receive the same as trustee, shall
record such payment separately in its books and shall account to the Buyer for
the same on Completion or if received thereafter within seven Business Days of
receipt.


 


13.2.9                  In this Clause 13, the
terms “novation” and “assignment” shall include any other effective assumption
of the burden and/or the benefit of a Novation/Assignment Contract.


 


26

















 


14.                               SERVICES
OF KEN DOWNIE


 


14.1                        Provision of Services


 


The Guarantor and Watson each covenants
that it shall use its reasonable efforts to procure that for the six month
period immediately following Completion, Ken Downie shall continue to work full
time (if required by the Company) under the Company’s direction in relation to
the Business (provided that, in the case of Watson, such reasonable efforts
shall not require its incurrence of any financial expenditure).


 


14.2                        Employee of the Guarantor


 


For the
avoidance of doubt, Ken Downie’s status shall be that of an employee of the
Guarantor and not of the Buyer during the six month period and neither the
Company nor ADAB shall be liable his salary or any of his employee benefits.  The Guarantor agrees not to terminate Ken
Downie’s employment during such period, except as a result of a material breach
of his terms of employment justifying summary dismissal (and subject to the
Guarantor acting in good faith and consulting the Buyer prior to such
termination).


 


15.                               COOPERATION OF SELLER’S
ACCOUNTANTS


 


15.1                        Scope of Cooperation


 


The Seller shall cooperate with the Buyer,
and shall use reasonable endeavours to cause the Seller’s Accountants to
provide reasonable assistance to the Buyer in preparation of any registration
statement, offering memorandum or prospectus for debt or equity securities of
the Buyer or Group Company of the Buyer under the United States Securities Act
of 1933, as amended (the “1933 Act”), including without limitation, in respect
of preparation, audit and review of financial statements for the Company and
ADAB for the last three Financial Years or portion thereof for inclusion in (i)
any of the foregoing documents, (ii) the Buyer’s Current Report on Form 8-K in
respect of the Transaction and (iii) the Buyer’s Annual Report on Form 10-K for
the Buyer’s current and succeeding Financial Years.  In connection therewith, the Seller shall use reasonable
endeavours procure that the Seller’s Accountants shall (i) provide such comfort
letters as may reasonably be requested in connection therewith (ii) provide the
Buyer’s independent public accountants with access to the Seller’s Accountants’
work papers relating to any such financial statements, (iii) provide consents
to inclusion of the Seller’s Accountants’ opinion and report in respect of any
such financial statements included in any SEC filings, (iv) assist in
preparation of responses to comments received from the Staff of the SEC in
respect of any such financial statements included in any SEC filings, (v)
prepare “statutory audits” required to be filed in respect of the Company and
ADAB, and (vi) respond to inquiries from the Buyer’s management in connection
with such managers’ certification of any such financial statements pursuant to
the Sarbanes-Oxley Act of 2002.


 


15.2                        Indemnification


 


The Buyer shall indemnify the Seller and
each Seller Group Company in respect of its reasonable costs and expenses in
complying with its obligations under this Clause 15 (including without limitation
any fees and expenses of the Seller’s Accountant charged to any Seller Group
Company in connection therewith).


 


27

















 


16.                               FURTHER ASSURANCE


 


Each party shall, from time to time at its
own cost on being required to do so by the other, now or at any time in the
future, do or procure the doing of all such acts and/or execute or procure the
execution of all such documents in a form reasonably satisfactory to that party
as that party may reasonably consider necessary for giving full effect to this
Agreement and securing to that party the full benefit of the rights, powers and
remedies conferred upon it in this Agreement.


 


17.                               SUCCESSORS AND ASSIGNS


 


17.1                        Assignment with Consent


 


Except as provided in Clause 17.2, none of
the parties shall, without the prior written consent of the others assign,
transfer, charge or deal in any other manner with this Agreement or any rights
under it in whole or in part.


 


17.2                        Assignment to Buyer Group


 


The Buyer may assign its rights under this
Agreement in whole or in part to (i) any Buyer Group Company provided that the
Buyer shall procure that any such assignee shall assign back such rights to the
Buyer immediately prior to its ceasing to be a member of a Buyer Group Company;
and (ii) any third party subject to the consent of the Seller (such consent not
to be unreasonably withheld or delayed). 
Any such assignment shall be made on terms that the assignee
acknowledges that the Seller and the Guarantor may continue to deal exclusively
with the Buyer in respect of all matters relating to this Agreement unless and
until the assignee notifies the Guarantor in writing that it is exercising its
rights as assignee provided that any such assignment shall not increase the
liability of the Seller or the Guarantor under this Agreement.


 


17.3                        Successors


 


This Agreement and all the provisions
hereof shall be binding upon and enure for the benefit of the parties hereto
and, to the extent capable by law, their respective successors in title (whether
by merger, acquisition, operation of law or otherwise).


 


18.                               ENTIRE AGREEMENT


 


18.1                        Entire agreement


 


This Agreement, and the documents referred
to in it, constitutes the entire agreement and understanding of the parties and
supersedes any previous agreement between the parties relating to the subject
matter of this Agreement.


 


18.2                        Remedies


 


The rights under this Agreement of the
Buyer are independent, cumulative and without prejudice to all other rights
available to it whether as a matter of common law, statute, custom or
otherwise.


 


28

















 


18.3                        Non-exclusion of fraud


 


Nothing in this Agreement or in any other
document referred to in this Agreement shall be read or construed as excluding
any liability or remedy as a result of fraud.


 


19.                               WAIVER, VARIATION AND
RELEASE


 


19.1                        No waiver by omission, delay or partial
exercise


 


No omission to exercise or delay in
exercising on the part of any party to this Agreement any right, power or
remedy provided by law or under this Agreement shall constitute a waiver of
such right, power or remedy or any other right, power or remedy or impair such
right, power or remedy.  No single or
partial exercise of any such right, power or remedy shall preclude or impair
any other or further exercise of it or the exercise of any other right, power
or remedy provided by law or under this Agreement.


 


19.2                        Specific waivers to be in writing


 


Any waiver of any right, power or remedy
under this Agreement must be in writing and may be given subject to any
conditions thought fit by the grantor. 
Unless otherwise expressly stated, any waiver shall be effective only in
the instance and only for the purpose for which it is given.


 


19.3                        Variations to be in writing


 


Amendments to this Agreement or to any of
the documents referred to in it are only valid if in writing and signed by or
on behalf of each of the parties.


 


19.4                        Non-release of all Warrantors


 


Any liability of the Warrantors to any
person under this Agreement may in whole or in part be released, compounded or
compromised or time or indulgence given by that person in its absolute
discretion as regards any of the Warrantors under such liability without in any
way prejudicing or affecting its rights against any other or others of the
Warrantors under the same or like liability, whether joint or several or
otherwise, or any other person’s rights against any of them in any respect.


 


20.                               COSTS AND EXPENSES


 


20.1                        Payment of costs


 


Save as otherwise stated in this Agreement,
each party shall pay its own costs and expenses in relation to the negotiation,
preparation, execution and carrying into effect of this Agreement.


 


20.2                        Company to pay no costs


 


For the avoidance of doubt, neither the
Company nor ADAB shall pay any legal or other professional charges and expenses
in connection with any investigation of the affairs of the Company or ADAB or
the negotiation, preparation, execution and carrying into effect of this
Agreement.


 


29

















 


21.                               PAYMENTS


 


Save as envisaged in Clause 7.6, all
payments to be made under this Agreement shall be made in full without any
set-off or counterclaim and free from any deduction or withholding save as may
be required by law. If such amounts are required to be deducted or withheld:


 


21.1.1                  such deduction or
withholding shall not exceed the minimum amount which it is required by law to
deduct or withhold; and


 


21.1.2                  the payer will
simultaneously pay to the payee (provided that such payee is resident or
domiciled for Tax purposes in the United States or Sweden) such additional
amounts as will result in the receipt by the payee of a net amount equal to the
full amount which would otherwise have been receivable had no such deduction or
withholding been required.


 


22.                               ANNOUNCEMENTS


 


22.1                        Restrictions on announcements


 


No press conference, announcement or other
communication concerning any of the transactions referred to in this Agreement,
shall be made or dispatched by the any of the Parties or their agents,
employees or advisers to any third party without the prior written approval of
the others save as may be required by:


 


22.1.1                  any law;


 


22.1.2                  any existing contractual
arrangements;


 


22.1.3                  NASDAQ;


 


22.1.4                  the SEC;


 


22.1.5                  the New York Stock
Exchange; or


 


22.1.6                  any applicable regulatory
authority to which the Seller is subject where such requirement has the force
of law,


 


provided that such communication shall be
made only after consultation with the Buyer.


 


22.2                        Time limit


 


The restrictions contained in this Clause
22 shall continue to apply after Completion without limit in time.


 


22.3                        Legal and regulatory requirements


 


The Buyer and each of the Warrantors
undertake to provide all such information known to it or which on reasonable
enquiry ought to be known to it or as may reasonably be required by any of them
in relation to the Company or ADAB or any of them for the purpose of complying
with the requirements of:


 


30

















 


22.3.1                  law;


 


22.3.2                  the Stock Exchange;


 


22.3.3                  the United States Securities
and Exchange Commission; or


 


22.3.4                  any applicable regulatory
authority to which any of the parties is subject where such requirement has the
force of law.


 


23.                               NOTICES


 


23.1                        In writing


 


Notice under this Agreement shall only be
effective if it is in writing.  Faxes
are permitted.


 


23.2                        Addresses


 


A notice under this Agreement shall be sent
to a party at its address or number and for the attention of the individual set
out below:


 


	
  Party and title of individual

  	
   

  	
  Address

  	
   

  	
  Fax
  No.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Watson and the Buyer

  	
   

  	
  311 Bonnie Circle,

  Corona, CA 92880-2882 USA

  	
   

  	
  +1 909 279 8094

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Guarantor and the Seller

  	
   

  	
  7 Curzon Street,

  London W1J 5HG

  England

  	
   

  	
  +44 207 499 9004

  



 


A party may change its notice details on
giving notice to the other party of the change in accordance with this Clause.


 


23.3                        Receipt


 


23.3.1                  Any notice given under
this Agreement shall, in the absence of earlier receipt, be deemed to have been
duly given as follows:


 


(a)                                  if delivered personally, on
delivery;


 


(b)                                 if sent by fax when despatched
provided that the sender obtains a printed confirmation of transmission of all
pages to the correct facsimile number.


 


23.3.2                  Any notice given under
this Agreement outside Working Hours in the place to which it is addressed
shall be deemed not to have been given until the start of the next period of
Working Hours in such place.


 


23.3.3                  Notice given under this
Agreement shall not be validly served if sent by email.


 


31

















 


24.                               COUNTERPARTS


 


24.1                        Execution in counterparts


 


This Agreement may be executed in any
number of counterparts.  This has the
same effect as if the signatures on the counterparts were on a single copy of
this Agreement.


 


24.2                        One agreement


 


Each counterpart shall constitute an
original of this Agreement but all the counterparts shall together constitute
one and the same Agreement.


 


25.                               LANGUAGE


 


25.1                        Translations


 


If this Agreement is translated into
another language, the English language text shall prevail.


 


25.2                        Notices


 


Any notice given under or in connection
with this Agreement shall be:


 


25.2.1                  in English; or


 


25.2.2                  accompanied by an English
translation made by a translator and certified as accurate by an officer of the
party giving the notice.


 


26.                               CONFIDENTIALITY


 


26.1                        No disclosure


 


The Seller hereby undertakes with the
Buyer, the Company and ADAB that it shall, both during and after the term of
this Agreement, preserve the confidentiality of, and not directly or indirectly
reveal, report, publish, disclose or transfer or use for its own or any other
purposes Confidential Information except:


 


26.1.1                  in the circumstances set
out in Clause 26.2 below;


 


26.1.2                  to the extent otherwise
expressly permitted by this Agreement; or


 


26.1.3                  with the prior consent in
writing of the party to whose affairs such Confidential Information relates.


 


26.2                        Permitted disclosures


 


The circumstances referred to in Clause
26.1.1 above are:


 


26.2.1                  where the Confidential
Information, after it is furnished to the Seller, enters the public domain
otherwise than as a result of:


 


(a)                                  a breach by the Seller of its
obligations in this Clause 26; or


 


32

















 


(b)                                 a breach by the person who disclosed
that Confidential Information of a confidentiality obligation and the Seller is
aware of such breach;


 


26.2.2                  if and to the extent the
Seller makes disclosure of the Confidential Information to any person:


 


(a)                                  in compliance with any requirement
of law;


 


(b)                                 in response to a requirement of
NASDAQ or the New York Stock Exchange;


 


(c)                                  in response to any applicable
regulatory authority to which the Seller, the Guarantor , the Buyer or Watson
is subject, where such requirement has the force of law; or


 


(d)                                 in order to obtain tax or other
clearances or consents from a relevant Taxation Authority or Authorities; or


 


26.2.3                  where the Confidential
Information is disclosed to (a) the employees and their trade unions or works
councils of the Company in compliance with any requirement of law; and (b) the
directors, agents, consultants and professional advisers of the Seller as
required only for the purposes of the transaction envisaged by this Agreement,


 


provided that any such information
disclosable pursuant to Clause 26.2.3 shall be disclosed only after
consultation with the Buyer.


 


26.3                        United States Treasury Regulations


 


Notwithstanding any other provision of this
Agreement or in any other written or oral understanding or agreement to which
the parties hereto are parties or by which they are bound, the parties
acknowledge and agree that any obligations of confidentiality contained in
Clause 26 or in such other written or oral agreements shall not apply to the
tax treatment and tax structure of the Transaction upon the earlier to occur of
(i) the date of the public announcement of discussions relating to the
Transaction, (ii) the date of the public announcement of the Transaction, or
(iii) the date of the execution of this Agreement (all within the meaning of
United States Treasury Regulations Section 1.6011-4), provided that the parties
recognise that the privilege each has to maintain, in its sole discretion, the
confidentiality of a communication relating to the Transaction, including a
confidential communication with its solicitors or a confidential communication
with a United States federally authorised tax practitioner under Section 7525
of the United States Internal Revenue Code, is not intended to be affected by
the foregoing.


 


26.4                        No time limit


 


The restrictions contained in this Clause
shall continue to apply for a period of three years after Completion.


 


33

















 


27.                               THIRD PARTY RIGHTS


 


27.1                        No right to enforce


 


Nothing  in this Agreement is intended to confer on
any person any right to enforce any term of this Agreement which that person
would not have had but for the Third Party Rights Act except that:


 


27.1.1                  Clauses 8, 10, 11 and 26
confer on the Company its rights which are directly enforceable by it subject
to and in accordance with the terms of this Agreement; and


 


27.1.2                  (without prejudice to all
other relevant terms) the benefits conferred by Clauses 19 and 21 are also
directly enforceable by the Company insofar as the rights referred to in Clause
27.1.1 are concerned.


 


27.2                        No consent


 


No right of any party to agree any
amendment, variation, waiver or settlement under or arising from or in respect
of this Agreement, or to terminate this Agreement, shall be subject to the
consent of any person who has rights under this Agreement by virtue of the
Third Party Rights Act.


 


28.                               AGREEMENT TO CONTINUE
IN FULL FORCE AND EFFECT


 


This Agreement (including the Warranties
and Indemnities) shall, to the extent that it remains to be performed, continue
in full force and effect notwithstanding Completion.


 


29.                               INVALIDITY


 


29.1                        Unenforceability, etc.


 


If any provision of this Agreement shall be
found by any court or administrative body of competent jurisdiction to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall not affect the other provisions of this Agreement which
shall remain in full force and effect.


 


29.2                        Modification


 


If any provision of this Agreement is found
to be illegal, invalid or unenforceable but would be legal, valid or
enforceable if some part of the provision were amended or deleted, the provision
in question shall apply with such modification(s) as may be necessary.


 


29.3                        Substitution


 


The parties agree, in the circumstances
referred to in Clause 29.1 and if Clause 29.2 does not apply, to attempt to
substitute for any illegal, invalid or unenforceable provision a legal, valid
or enforceable provision which achieves to the greatest extent possible the
same effect. The obligations of the parties under any illegal, invalid or
unenforceable provision of this Agreement shall be suspended while an attempt
at such substitution is made.


 


34

















 


30.                               GOVERNING LAW AND
JURISDICTION


 


30.1                        English law


 


This Agreement is governed by and to be
construed in accordance with English law.


 


30.2                        Courts of England and Wales


 


The parties to this Agreement irrevocably
agree that, for the exclusive benefit of the Buyer, the courts of England shall
have non-exclusive jurisdiction to settle any dispute which may arise out of or
in connection with this Agreement and that accordingly any Proceedings may be
brought in such courts.


 


30.3                        Seller’s Process Agent


 


30.3.1                  The Seller:


 


30.3.2                  irrevocably appoints
Nicholson Graham & Jones of 110 Cannon Street, London as its agent to
receive on its behalf in England service of any proceedings arising out of or
in connection with this Agreement;


 


30.3.3                  agrees that service shall
be deemed completed on delivery to such agent (whether or not it is forwarded
to and received by the Seller);


 


30.3.4                  if for any reason such
agent ceases to be able to act as agent or no longer has an address in England,
shall forthwith appoint a substitute acceptable to the Buyer and deliver to the
Buyer the new agent’s name, address; and


 


30.3.5                  irrevocably consents to
any process in any legal action or proceedings arising out of or in connection
with this Agreement being served on it in accordance with the provisions of
this Agreement relating to service of notices. Nothing contained in this
Agreement shall affect the right to serve process in any other manner permitted
by law.


 


30.4                        Buyer’s Process Agent


 


30.4.1                  The Buyer:


 


30.4.2                  irrevocably appoints
Latham & Watkins, London office as its agent to receive on its behalf in
England service of any proceedings arising out of or in connection with this
Agreement;


 


30.4.3                  agrees that service shall
be deemed completed on delivery to such agent (whether or not it is forwarded
to and received by the Buyer);


 


30.4.4                  if for any reason such
agent ceases to be able to act as agent or no longer has an address in England,
shall forthwith appoint a substitute acceptable to the Seller and deliver to
the Seller the new agent’s name, address; and


 


30.4.5                  irrevocably consents to
any process in any legal action or proceedings arising out of or in connection
with this Agreement being served on it in accordance with the provisions of
this Agreement relating to service of notices. Nothing


 


35

















 


contained in this Agreement shall affect the right to
serve process in any other manner permitted by law.


 


36



















SCHEDULE 1


 


DIRECTORS OF THE COMPANY


 




	
  NAME OF DIRECTOR

  	
   

  	
  DIRECTORSHIPS
  HELD

  
	
   

  	
   

  	
   

  
	
  RICHARD STEWART

  	
   

  	
  ADAB,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Seller Guarantor, 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Seller,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ethical Pharmaceuticals (UK) Limited,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amarin Pharmaceuticals Inc.

  
	
   

  	
   

  	
   

  
	
  STEFAN OHLSSON

  	
   

  	
  ADAB

  
	
   

  	
   

  	
   

  
	
  STAFFAN WAXEGÅRD (DEPUTY)

  	
   

  	
  ADAB

  






 


 


DIRECTORS OF ADAB


 




	
  NAME OF DIRECTOR

  	
   

  	
  DIRECTORSHIPS
  HELD

  
	
   

  	
   

  	
   

  
	
  RICHARD STEWART

  	
   

  	
  The Company,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Seller Guarantor,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Seller,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ethical Pharmaceuticals (UK) Limited,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Amarin Pharmaceuticals Inc.

  
	
   

  	
   

  	
   

  
	
  STEFAN OHLSSON

  	
   

  	
  The Company

  
	
   

  	
   

  	
   

  
	
  IAN GARLAND

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  KEN DOWNIE

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  PETER FYHR

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  STAFFAN WAXEGÅRD

  	
   

  	
  The Company

  
	
   

  	
   

  	
   

  
	
  MARIANA ADLERCREUTZ (UNION)

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  LARS SVENSSON (UNION)

  	
   

  	
  None

  






 


37

















 


SCHEDULE 2


 


PROPERTY


 


Part 1


 


Properties


 


Neither the Company nor ADAB owns freehold property.


 


Part 2


 


Leases


 


	
  (1)

  Property

  	
   

  	
  (2)
Date of Lease

  	
   

  	
  (3)

  Term

  	
   

  	
  (4)

  Parties

  	
   

  	
  (5)
Current yearly rent (£)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Office building and middle floor in laboratory
  building, used for research and pharmaceutical departments

  	
   

  	
  29/Apr/1992

  	
   

  	
  30/Jun/2009

  	
   

  	
  ADAB and CANMO AB

  	
   

  	
  165 500 GBP (2 120 000 SEK)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Top floor in laboratory building, analytical
  department

  	
   

  	
  25/Aug/1995

  	
   

  	
  30/Jun/2009

  	
   

  	
  ADAB and. Canmo AB

  	
   

  	
  106 400 GBP (1 363 000 SEK)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bottom floor in laboratory building including
  pharmaceutical department and GMP areas and Changing rooms and storage area
  in the Service house

  	
   

  	
  19/Dec/1996

  	
   

  	
  30/Jun/2009

  	
   

  	
  ADAB and vs.Fortos Nord AB

  	
   

  	
  135 900 GBP (1 741 000 SEK)

  



 


38

















 


SCHEDULE 3


 


COMPANY DETAILS


 


Part 1


 


The Company


 


	
  1.

  	
   

  	
  Registered number

  	
   

  	
  556117-5935

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Date of incorporation

  	
   

  	
  11 June 1968

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Place of incorporation

  	
   

  	
  Stockholm

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Address of registered office

  	
   

  	
  Lundavägen151, 214 24

  Malmö

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Class of company

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Registered share capital

  	
   

  	
  1,310,000 SEK

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Loans

  	
   

  	
  As per Disclosure Documents

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Directors:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Full name

  	
   

  	
  Usual residential address

  	
   

  	
  Nationality

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stefan Vincent Ohlsson

  	
   

  	
  Vallmovägen 22,

  SE-240 10  Dalby

  	
   

  	
  Swedish

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard Alistair Balfour Stewart

  	
   

  	
  28 St. George’s Road
Twickenham

  Middlesex
TW1 1QR

  	
   

  	
  British

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sven Staffan Fredrik Waxegård

  	
   

  	
  Bågegatan 26, SE-212 28

  Malmö

  	
   

  	
  Swedish

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Accounting reference date

  	
   

  	
  31st December

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Auditors

  	
   

  	
  PricewaterhouseCoopers,

  Malmö

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Tax residence

  	
   

  	
  Malmö

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Business activities

  	
   

  	
  Intermediate holding

  company

  	
   

  	
   

  



 


39

















 


Part 2


 


ADAB


 


	
  1.

  	
   

  	
  Registered number

  	
   

  	
  556234-6592

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Date of incorporation

  	
   

  	
  31 October 1983

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Place of incorporation

  	
   

  	
  Malmö

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Address of registered office

  	
   

  	
  Lundavägen 151,

  212 24  Malmö

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Class of company

  	
   

  	
  N/A

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Registered share capital

  	
   

  	
  1,310,000 SEK

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Loans

  	
   

  	
  As per Disclosure Documents

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Directors:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Full name

  	
   

  	
  Usual residential address

  	
   

  	
  Nationality

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Eva Elisabeth Mariana Adlercreutz

  	
   

  	
  Opalvägen 15, SE-246 34

  Löddeköpinge

  	
   

  	
  Swedish

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kenneth Ian Downie

  	
   

  	
  21 Murieston Park, EH54

  9DT Murieston South,

  Livingstone, West

  Lothnian

  	
   

  	
  British

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jan Peter Fyhr

  	
   

  	
  Löjtnantsvägen 9, SE-

  237 32  Bjärred

  	
   

  	
  Swedish

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ian Richard Garland

  	
   

  	
  Woodruff, Crooksbury

  Lane, Seale, Farnham,

  GU10 1ND, Surrey

  	
   

  	
  British

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stefan Vincent Ohlsson

  	
   

  	
  Vallmovägen 22, SE-240

  10  Dalby

  	
   

  	
  Swedish

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Richard Alistair Balfour Stewart

  	
   

  	
  28 St. George’s Road
Twickenham

  Middlesex

  TW1 1QR

  	
   

  	
  British

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lars Anders Kristian Svensson

  	
   

  	
  Carl Herslowsgatan 44A,

  SE-211 47  Malmö

  	
   

  	
  Swedish

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sven Staffan Fredrik Waxegård

  	
   

  	
  Bågegatan 26, SE-212 28  Malmö

  	
   

  	
  Swedish

  



 


40

















 


	
  9.

  	
   

  	
  Accounting reference date

  	
   

  	
  31st December

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Auditors

  	
   

  	
  PricewaterhouseCoopers, Malmö

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Tax residence

  	
   

  	
  Malmö

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Business activities

  	
   

  	
  Research&Development, drug delivery

  	
   

  	
   

  



 


41

















 


SCHEDULE 4


 


THE WARRANTIES


 


For the avoidance of doubt (and as
set forth in Clause 1.2.13), references to the Company shall be deemed to
include a corresponding reference to ADAB and to each of them severally and
references to the Accounts are to those of the Company or ADAB, as the case may
be.


 


Part 1


 


General
Warranties


 


1.                                      PRELIMINARY


 


1.1                               Information


 


1.1.1                        The facts set out in the Background and Schedules 1 and 3 and all
information contained in the Non-Financial Disclosure Documents are true,
complete and accurate in all respects and not misleading.  Insofar as any such information amounts to a
forecast or an expression of opinion, intention or expectation, such information
is fair and honest and made on reasonable grounds;


 


1.1.2                        So far as the Warrantors are aware, there is no fact or matter which
has not been Disclosed which renders any such information untrue, incomplete,
inaccurate or misleading or the Disclosure of which might reasonably affect the
willingness of a willing buyer to purchase the Shares on the terms of this
Agreement; and


 


1.1.3                        So far as the Warrantors are aware, the information Disclosed to the
Buyer or its representatives or professional advisers by the Warrantors and the
Directors, officers or other officials of the Company regarding the current
financial and trading position and prospects of the Company comprises all
information which is material for the reasonable assessment of the financial
and trading prospects of the Company.


 


1.2                               Power to contract


 


1.2.1                        Each Warrantor has full power to enter into and perform this
Agreement and this Agreement constitutes, binding obligations on each Warrantor
in accordance with their terms.


 


1.2.2                        The execution by the Seller and the Guarantor of this Agreement and
any other document or instrument referred to in this Agreement, and the
performance by the Seller and the Guarantor of its obligations under the
Agreement and the consummation of the transactions provided for in this
Agreement, do not and will not result in a breach of any provision of the
articles of association of the Seller, the Guarantor or any of its Group
Companies or of any applicable law, order, judgement or decree of any court or
governmental agency or of any agreement to which the Seller, the Guarantor or
any of its Group Company is a party or by which the Seller, the Guarantor or
any of its Group Companies is bound.


 


42

















 


2.                                      THE COMPANY


 


2.1                               Corporate Existence


 


The Company is duly incorporated and validly existing
under the laws of Sweden.


 


2.2                               Constitutional Documents


 


2.2.1                        The copies of the certificate of registration, articles of
association and share registers of the Company which are comprised in the
Disclosure Documents:


 


(a)                                  are true and complete in all respects;


 


(b)                                 fully set out the rights and restrictions attaching to the share
capital of the Company.


 


2.2.2                        The Company has at all times carried on its business and affairs in
all respects in accordance with its articles of association and all such
resolutions and agreements and there are no registrations of charges pending
with the relevant authorities in the respective jurisdictions of the Seller’s
Group Companies.


 


2.3                               Statutory returns and books


 


2.3.1                        The Company has complied with the provisions of the Companies Acts;


 


2.3.2                        All returns, particulars, resolutions and other documents required
to be filed with or delivered to the relevant authority by the Company have
been correctly and properly prepared and so filed or delivered; and


 


2.3.3                        The statutory books (including all registers and minute books) of
the Company have been properly maintained and contain an accurate and complete
record of the matters which should be dealt with in those books and no notice
or allegation that any of them is incorrect or should be rectified has been
received.


 


2.4                               Share capital


 


2.4.1                        With regard to the Shares:


 


(a)                                  the Shares constitute the whole of the registered share capital of
the Company;


 


(b)                                 the shares referred to in Part 2 of Schedule 3 constitute the whole
of the registered share capital of ADAB;


 


(c)                                  the Seller is the sole legal and beneficial owner of all the Sale
Shares and the Company is the sole legal and beneficial owner of all the shares
of ADAB; and


 


(d)                                 there is no Encumbrance or any form of agreement (including
conversion rights and rights of pre-emption) on, over or affecting the Sale
Shares or any unissued shares, debentures or other securities of the Company
and there is no agreement or commitment to give or create any of the foregoing
and no claim has been made by any person to be entitled to any of the foregoing
and no


 


43

















 


person has the right (exercisable now or in the future
and whether contingent or not) to call for the issue of any share or loan
capital of the Company under any of the foregoing;


 


(e)                                  all share certificates representing the Sale Shares are in the
possession of the Seller and they are the only share certificates ever issued
in relation to such Sale Shares;


 


(f)                                    the Company has not been rendered any conditional contribution by
any person;


 


2.4.2                        The Company has not at any time repaid, redeemed or purchased (or
agreed to repay, redeem or purchase) any of its own shares, or otherwise
reduced (or agreed to reduce) its registered share capital or capitalised (or
agreed to capitalise) in the form of shares, debentures or other securities or
in paying up any amounts unpaid on any shares, debentures or other securities,
any profits or reserves of any class or description or passed (or agreed to
pass) any resolution to do so;


 


2.4.3                        The Company:


 


(a)                                  is not, and has not agreed to become, the holder or other owner of
any class of any shares, debentures or other securities of any other body
corporate (whether incorporated in Sweden or elsewhere);


 


(b)                                 has not agreed to become a subsidiary of any other body corporate or
to be under the control of any group of bodies corporate or consortium;


 


(c)                                  is not, and has not agreed to become, a member of any partnership,
joint venture, consortium or other unincorporated association other than a
recognised trade association or agreement or arrangement for sharing
commissions or other income;


 


(d)                                 has no branch, place of business or substantial assets outside
Sweden or any permanent establishment in any country outside Sweden; and


 


(e)                                  save as otherwise Disclosed under this sub-paragraph (e), does not
have any interest, legal or beneficial, in any shares or other capital or
securities or otherwise howsoever in any other firm, company, association,
venture or legal person or entity;


 


2.4.4                        The Company does not act or carry on business in partnership with
any other person or is a member (otherwise than through the holding of share
capital) of any corporate or unincorporated body, undertaking or association or
holds or is liable on any share or security which is not fully paid up or which
carries any liability;


 


2.5                               Solvency


 


The Company has not filed (or has had filed against
it) any petition for its winding-up, or is insolvent within the meaning of
applicable laws, rules or regulations or similar requirements, and have not
made any assignment in favour of their creditors, nor has any petition for
receivership or any administration order been presented in respect of the
Company.  The Company has not initiated
any proceedings with respect to a


 


44

















 


compromise or arrangement with its creditors or for
the dissolution, liquidation or reorganisation of the Company or the winding-up
or cessation of the business of the Company. 
No receiver or administrative receiver or liquidator has been appointed
in respect of the Company or any of its material assets.


 


3.                                      ACCOUNTS


 


3.1                               General


 


Complete copies of the Accounts have been Disclosed
and:


 


3.1.1                        were prepared in accordance with the requirements of Swedish GAAP
for companies carrying on a similar business to that of the Company, and on a
basis consistent with all preceding accounting periods of the Company and with
the books of account of the Company and are true and accurate in all material
respects; and


 


3.1.2                        disclose a true and fair view of the assets, liabilities and state
of affairs of the Company at the Balance Sheet Date and of its profits for the
financial year ended on such date.


 


3.2                               Management Accounts


 


Complete
copies of the Management Accounts have been Disclosed and:


 


3.2.1                        have been prepared in accordance with Swedish GAAP and on a basis
consistent with that upon which the management accounts of the Company for the
preceding 12 months were prepared;


 


3.2.2                        reflect with reasonable accuracy the financial position of the
Company at the date to which they have been prepared and its results for the
period covered by the Management Accounts; and


 


3.2.3                        are not inaccurate or misleading in any material respect.


 


Adequate disclosure is made in the Management Accounts
of all material liabilities actual or contingent at the date to which the
Management Accounts are made up.


 


3.3                               Stock-in-trade and work-in-progress


 


The basis of valuation for stock-in-trade and
work-in-progress has remained in all material respects consistent with that
adopted for the purpose of the Company’s audited accounts in respect of the
beginning and end of each of the accounting periods of the Company for the last
three financial years.


 


3.4                               Profits


 


The profits of the Company for the three years ended
on the Accounts Date as shown by the Accounts and by the audited accounts of
the Company for previous periods delivered to the Buyer and the trend of
profits shown by them have not (except as fairly and accurately disclosed in
them) been affected to a material extent by inconsistencies of accounting
practices, by the inclusion of non-recurring items of income or expenditure, by
transactions entered into otherwise than on normal


 


45

















 


commercial terms or by any other factors rendering
such profits for all or any of such periods exceptionally high or low.


 


3.5                               Books of account


 


Complete copies of all Financial Disclosure Documents
(save for the Accounts and the Management Accounts) have been disclosed and
they and all other accounts, books, ledgers, financial and other necessary
records of whatsoever kind of the Company (including all invoices and other
records required for Tax purposes):


 


3.5.1                        have been prepared and maintained with reasonable accuracy and are
in the possession of the Company and contain a reasonably accurate record of
all matters to which they pertain including those required to be entered in
them by applicable laws and Swedish GAAP and no notice or allegation that any
of the same is incorrect or should be rectified has been received; and


 


3.5.2                        do not contain or reflect any material inaccuracies or
discrepancies.


 


4.                                      POST-BALANCE SHEET DATE EVENTS


 


Since the Balance Sheet Date, the Company:


 


4.1.1                        has carried on its business in the ordinary and usual course and
without entering into any transaction, assuming any liability or making any
payment not provided for in the Accounts which is not in the ordinary course of
business and without any change of accounting methods, principles and
practices, any interruption or alteration in the nature, scope or manner of its
business and nothing has been done negligently or wrongfully by the Company
which, so far as the Warrantors are aware, would be likely to diminish the
value of the Shares;


 


4.1.2                        has not:


 


(a)                                  experienced any material deterioration in its financial position or
turnover;


 


(b)                                 suffered any diminution of its assets by the wrongful act of any
person and the value of any its assets that were owned by the Company but not
included in its management accounts at the Balance Sheet Date is not materially
less than the value of such net assets at the Balance Sheet Date; nor


 


(c)                                  had its business or profitability materially and adversely affected
by the loss of any important customer or source of supply or, so far as the
Warrantors are aware, by any abnormal factor not affecting similar businesses
to a like extent.


 


4.1.3                        has not acquired or disposed of or agreed to acquire or dispose of
any material assets or assumed or incurred or agreed to assume or incur any
material liabilities (actual or contingent) otherwise than in the ordinary
course of business;


 


4.1.4                        has not declared, made or paid any dividend, group contribution,
bonus or other distribution of capital or income (whether a qualifying
distribution or otherwise) and (excluding fluctuations in overdrawn current
accounts with bankers) no loan or loan capital of the Company has been repaid
in whole or in part or has become due or is


 


46

















 


liable to be declared due by reason of either service
of a notice or lapse of time or otherwise;


 


4.1.5                        has not made any change to the remuneration, terms of employment,
emoluments or pension benefits of any present or former director, officer or
employee of the Company who on the Balance Sheet Date was entitled to
remuneration in excess of 400,000 SEK per annum and has not appointed or
employed any additional director, officer or employee entitled as aforesaid;


 


4.1.6                        has not entered into contracts involving capital expenditure in an
amount exceeding 65,000 SEK in the aggregate;


 


4.1.7                        has not become aware (without making any enquiries outside of the
Amarin Group) that any event has occurred which would entitle any third party
to terminate any contract or any benefit enjoyed by it or call in any money
before the normal due date;


 


4.1.8                        has not purchased stocks in quantities or at prices materially
greater than was the practice of the Company before the Balance Sheet Date;


 


4.1.9                        has not offered price reductions or discounts or allowances on sales
of trading stocks or services or provided them at less than cost to an extent
which may materially affect its profitability;


 


4.1.10                  has properly accrued and recorded its creditors in its financial
books and ledgers;


 


4.1.11                  has not borrowed or raised any money or taken any financial facility
(except such short term borrowings from bankers as are within the amount of any
overdraft facility which was available to the Company at the Balance Sheet
Date) or renegotiated or received any notice from any banker that such banker
wishes to renegotiate any overdraft facility available to the Company at the
Balance Sheet Date;


 


4.1.12                  has not made any change to its accounting reference date and no
accounting period of the Company has ended since the Balance Sheet Date; and


 


4.1.13                   (including any class of its members) has not passed any resolution
whether in general meeting or otherwise other than resolutions relating to the
routine business of annual general meetings.


 


5.                                      TRANSACTIONS WITH GUARANTOR’S GROUP, DIRECTORS AND CONNECTED PERSONS


 


5.1                               Loans and debts


 


There is not outstanding:


 


5.1.1                        any indebtedness or other liability (actual or contingent) owing by
the Company to the Guarantor or any Group Company of the Guarantor or Director
or any Connected Person or owing to the Company by the Guarantor or any Group
Company of the Guarantor or Director or any Connected Person; or


 


5.1.2                        any guarantee or security for any such indebtedness or liability.


 


47

















 


5.2                               Arrangements with Connected Persons


 


5.2.1                        There is not outstanding, and there has not at any time during the
last three years been outstanding, any agreement, arrangement or understanding
(whether legally enforceable or not) to which the Company is a party and in
which the Guarantor, a Group Company of the Guarantor, Director or former
director of the Company or any Connected Person is or has been interested,
whether directly or indirectly; and


 


5.2.2                        The Company is not a party to any agreement or arrangement which is
not entirely of an arm’s length nature.


 


5.3                               No competitive interests


 


5.3.1


 


Neither
the Guarantor nor a Group Company of the Guarantor, whether individually,
collectively or with any other person or persons are interested in any way
whatsoever in any Intellectual Property used and not wholly owned by the
Company.


 


5.4                               Benefits


 


No Connected Person or Group Company of the Guarantor,
Director or former director of the Company is entitled, or has claimed
entitlement, to any remuneration, compensation or other benefit from the
Company.


 


6.                                      FINANCE


 


6.1                               Borrowings


 


Particulars of all money borrowed by the Company have
been Disclosed.  The total amount
borrowed by the Company from any source does not exceed any limitation on its
borrowing contained in the articles of association of the Company or in any
debenture or loan stock trust deed or instrument or any other document executed
by the Company and the amount borrowed by the Company from each of its bankers
does not exceed the overdraft facility agreed with such banker.  The Company has no outstanding loan capital.


 


6.2                               Debts owed to the Company


 


All debts owed to the Company are collectable in the
ordinary course of business and, so far as the Warrantor’s are aware (without
making any enquiries outside the Amarin Group), each such debt will realise in
full its face value within three months of its due date for payment. The
Company and the Warrantors consider none of the debts owing to the Company (but
which are not yet due) to be irrecoverable in whole or in part.  The Company does not own the benefit of any
debt (whether present or future) other than debts which have accrued to it in
the ordinary course of business.  The
debts owing to the Company shown in the Company’s 2002 Accounts (subject to any
provision for bad or doubtful debts made in the Accounts) were paid in full.


 


48

















 


6.3                               Bank accounts


 


6.3.1                        Full details of all bank accounts maintained or used by the Company
(including, in each case, the name and address of the bank with whom the
account is kept and the number and nature of the account) and of all direct
debit or standing order or similar authorities applicable to any of the
accounts and statements showing all payments and receipts on each account as at
the close of business on a date not being more than seven days before the date
of this Agreement have been Disclosed. Since the date of each statement no payment
out of any of the accounts has been made, except for routine payments in the
ordinary course of trading, and the present balances are not substantially
different from those shown in the statement. There are no amounts represented
by cheques, warrants, mandates or other payment instructions issued or given by
the Company which at the date of this Agreement remain outstanding or unpaid or
unperformed; and


 


6.3.2                        All unpresented cheques drawn by the Company have been Disclosed and
there are no such unpresented cheques drawn otherwise than in the normal course
of business.


 


6.4                               Financial facilities


 


The Warrantors have Disclosed full details and true
and correct copies of all documents relating to all debentures, acceptance
lines, overdrafts, loans or other financial facilities outstanding or available
to the Company and all Encumbrances to which any asset of the Company is
subject.  Neither any of the Warrantors
nor the Company have done anything whereby the continuance of any such facility
or Encumbrance in full force and effect might be affected or prejudiced.


 


6.5                               Grants


 


Full particulars of all grants, allowances, aids and
subsidies paid or made to the Company in the last six years by, and of all
outstanding claims by the Company for any such grant, allowance, aid or subsidy
from, any supranational, national or local authority or government agency have
been Disclosed.  No act or transaction
has been effected in consequence whereof the Company is or may be held liable
to refund in whole or in part any investment grant, building grant, or loan
received by virtue of any statute or in consequence whereof any such grant or
loan for which application has been made by it will not or may not be paid or
will or may be reduced.


 


6.6                               Options and guarantees


 


6.6.1                        The Company is not responsible for the indebtedness of any other
person nor party to any option or pre-emption right or any guarantee,
suretyship or any other obligation (whatever called) to pay, purchase or
provide funds (whether by the advance of money, the purchase of or subscription
for shares or other securities or the purchase of assets or services or
otherwise) for the payment of, or as an indemnity against the consequence of
default in the payment of, any indebtedness of any other person; and


 


6.6.2                        No person other than the Company has given any guarantee of or
security for any overdraft, loan or loan facility granted to the Company.


 


49

















 


6.7                               Payment of obligations


 


There has been no delay by the Company in the payment
of any material obligation due for payment.


 


7.                                      THE PROPERTIES


 


7.1.1                        The Properties comprise all the land and premises owned, controlled,
used or occupied by the Company and in relation to which the Company has any
right interest or liability at the date of this Agreement and the particulars
set out in Schedule 2 are true and accurate and not misleading;


 


7.1.2                        The Company is the sole legal and beneficial owner of, and otherwise
absolutely entitled to, each of the Properties and the proceeds of sale from
them;


 


7.1.3                        The Company has in its possession or unconditionally held to its
order all the title deeds and documents necessary to prove its title to each of
the Properties;


 


7.1.4                        The Properties and all fixtures and fittings and plant, equipment
and other chattels on the Properties, are not subject to any Encumbrance;


 


7.1.5                        So far as the Warrantors are aware (without making any enquiries
outside of the Amarin Group), there are no rights, interests, covenants,
restrictions, reservations, licences or easements or any disputes or
outstanding notices (whether given by a landlord, a local authority or any
other person) nor (without prejudice to the generality of the foregoing) are
there any other matters or things which materially adversely affect the proper
use and enjoyment of any of the Properties for the purpose of the business now
being carried on at the Properties by the Company;


 


7.1.6                        So far as the Warrantors are aware (without making any enquiries
outside of the Amarin Group), the Company is not actually in, or alleged to be
in, breach of any of the matters set out or referred to in paragraph 7.1.5
above nor is there any reason why such matters should not continue to be
complied with; and


 


7.1.7                        All mortgage certificates issued in respect of the Properties owned
by the Company are in the possession of the Company and are not pledged.


 


7.2                               Rights, etc.


 


So far as the Warrantors are aware, each Property
benefits from all easements and other contractual rights (if any) necessary or
appropriate for the continued use, enjoyment and maintenance of such Property
by the Company for the purpose of its existing business carried on at or from
such Property and for compliance with any obligations relating to the relevant
Property (whether statutory or otherwise) and all such easements and rights are
on terms which (without limitation) do not entitle any person to terminate or
materially restrict or curtail them or impose any unusual or onerous
conditions.


 


7.3                               Outgoings


 


7.3.1                        The Properties are not subject to the payment of any outgoings nor
is the Company actually or contingently liable to pay any sum in relation to
any Property other than the usual rates and taxes and rent and other sums
payable under the terms of the leases.


 


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7.3.2                        There is no outstanding liability for any rent or other sums
currently due under the terms of the leases, rates, taxes or other outgoings in
respect of any of the Properties.


 


7.4                               Disputes


 


So far as the Warrantors are aware (without making any
enquiries outside of the Amarin Group), there are no current contingent or
anticipated notices, actions, disputes, complaints, liabilities, claims or
demands relating to or in respect of the Properties or their use nor are there
any circumstances rendering any of the foregoing likely.


 


7.5                               Costs


 


So far as the Warrantors are aware (without making any
enquiries outside of the Amarin Group), the Company is not anticipating
liability for or the expenditure of any material sum of money in respect of any
of the Properties save rent and other recurring liabilities under the leases
(including (but without limitation) the obligation to repair or contribute to a
service charge).


 


7.6                               Property Liabilities


 


The Company has no actual or contingent obligations or
liabilities in relation to any property interest other than under its existing
title to the Properties.


 


7.7                               Due diligence and information


 


The Company has provided true and complete copies of
all deeds and documents relevant to its interest in the Properties.


 


7.8                               Planning


 


7.8.1                        Each of the Properties is presently used for the purpose referred to
in Schedule 2 (“Existing Use”);


 


7.8.2                        So far as the Warrantors are aware (without making any enquiries
outside of the Amarin Group), the Existing Use, and any development carried out
in respect of each of the Properties, is in all material respects in compliance
with all legislation intended to control or regulate the construction
demolition alteration or use of land or buildings or to preserve or protect the
national heritage and any orders bye-laws or regulations made or granted under
any of them (“Planning Legislation”);


 


7.8.3                        So far as the Warrantors are aware, there are no lawfully
enforceable restrictions or prohibitions which materially restrict or prohibit
the Existing Use of any of the Properties. 
No application for consent or permission has been submitted relating to
any of the Properties which awaits determination and no decision or deemed
refusal is subject to appeal;


 


7.8.4                        The Company has not received written notice of and is not aware of
any allegation of any breach of planning permissions, orders or regulations.


 


7.8.5                        The Company is not subject to any outstanding monetary claim or
liability, actual or contingent, arising under Planning Legislation.


 


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7.9                               Leasehold Properties


 


7.9.1                        Where any of the Properties is leasehold, particulars of each lease
vested in the Company are set out in Part 2 of Schedule 2. In relation to each
such lease:


 


(a)                                  any consent necessary for the grant
of the lease has been obtained;


 


(b)                                 no notices of breaches of any
covenants or conditions contained in the lease have been given or received on
the part of either the landlord or the Company and the landlord has not refused
to accept rent or made any complaint of breach of covenant;


 


(c)                                  in respect of any alterations,
improvements or additions made by the Company to the Property to which the
lease relates, all necessary consents and approvals have first been obtained.


 


7.10                        Inferior leases


 


None of the Properties owned or occupied by the
Company is subject to any inferior leases and the Company is in actual
occupation of each and every part of the Properties and no other person is or
will be entitled to occupy or use any part of any of the Properties.


 


7.11                        Statutory compliance/environmental issues


 


The Company has not received written notice of and is
not aware of any allegation of breach of the requirements of any legislation
and bye-law requirements relating to the Properties and in particular (but
without limitation) to safety or environmental matters or any regulations,
orders, notices or directions made under any such legislation which in any such
case affect any of the Properties.


 


8.                                      ENVIRONMENTAL


 


8.1                               Compliance with Environmental Law


 


Each Property has been used by the Company and/or
ADAB, and the Business has been conducted, at all times in compliance with
Environmental Law.


 


8.2                               Permits


 


8.2.1                        All Permits have been obtained and have been Disclosed to the Buyer
and are in full force and effect and their terms and conditions have been
complied with.  None of the Permits are
due to expire or, on the assumption that the Business continues to be carried
on as it is carried on at the date of Completion, will require renewal within
five years from the date of this Agreement (save where new or amended Permits
are required by the relevant authority due to the changes in technology or
amendment of laws after the date of Completion);


 


8.2.2                        No material operating expenditure is required in order to comply
with the Permits;


 


8.2.3                        So far as the Warrantors are aware (without making any enquiries
outside of the Amarin Group), no Permit is to be modified, suspended, revoked,
not extended or not


 


52

















 


renewed and so far as the Warrantors are aware the
sale of the Shares pursuant to this Agreement will not of itself (other than by
reason of the identity of the Buyer) cause any such permit to be modified,
suspended, revoked, not extended or not renewed;


 


8.2.4                        So far as the Warrantors are aware, no significant repair, remedy,
construction, or capital expenditure is or, as at the date of Completion, may
be required under any Environmental Law or in order to carry on the Business
lawfully at any Property substantially as it is presently carried on.


 


8.3                               No litigation


 


The Company is not and has not been involved in any
litigation proceedings, claim or complaint by any person under Environmental
Laws alleging actual or potential Environmental Liability, none is threatened
and, so far as the Warrantors are aware, none is likely to arise. At no time
has the Company received any notice or communication or information alleging
any Environmental Liability or that any Remedial Action is required or stating
or suggesting that there is or might be any pollution, contamination or
nuisance at or from any Property.


 


8.4                               Audits


 


All environmental audits and other assessments,
reviews and reports in the possession or control of the Company relating to any
Property or any of the activities of the Company have been Disclosed.


 


8.5                               Former subsidiaries


 


The Company has no Environmental Liability in respect
of matters arising out of or in connection with any act or omission of any
former subsidiary, subsidiary undertaking or former business of the Company.


 


8.6                               No transfer


 


There has been no transfer to any person or disposal
of Hazardous Matter by or on behalf of the Company which could give rise to
fines, penalties, losses, damages, costs, expenses or liabilities.


 


8.7                               No other liability


 


The Company has no Environmental Liability to any
person under any contract or other agreement relating to the sale or other
disposal or grant of any interest or rights in relation to any shares, land or
other asset.


 


9.                                      OTHER ASSETS


 


9.1                               Title


 


9.1.1                        The Company has legal and beneficial title to all assets of the
Company which are included in the Accounts or which were at the Balance Sheet
Date used or held for the purposes of the Business other than the Properties and
(except for assets disposed of or realised by the Company in the ordinary
course of business) the Company retains such title to all such assets free from
any Encumbrance, hire or hire purchase


 


53

















 


agreement or leasing agreement or agreement for
payment on deferred terms and all such assets are in the possession and control
of the Company and are sited within Sweden; and


 


9.1.2                        The Company has not acquired or agreed to acquire any material asset
on terms that title to such asset does not pass to the Company until full
payment is made.


 


9.2                               Encumbrances


 


The Company has legal and beneficial title to all
assets (other than the Properties) which have been acquired by the Company
since the Balance Sheet Date and the same are in the possession and control of
the Company and none is the subject of any Encumbrance nor has the Company
created or agreed to create any Encumbrance or entered into any factoring
arrangement, hire-purchase, conditional sale or credit sale agreement except
that, if there is any such Encumbrance, arrangement or agreement it has been
Disclosed and there has been no default by the Company in the performance or
observance of any of its provisions.


 


9.3                               Condition of assets


 


The plant and machinery (including fixed plant and
machinery) and all vehicles and office and other equipment shown in the
Accounts or acquired since the Balance Sheet Date or otherwise used in
connection with the Business which have not been disposed of in the ordinary
course of business:


 


9.3.1                        do not contravene any requirement or restriction having the force of
law; and


 


9.3.2                        are in reasonable repair and condition and are regularly maintained,
fully serviceable and in satisfactory working order.


 


9.4                               Condition of stock


 


The Company’s stock-in-trade is in good condition and
is capable of being sold by the Company in the ordinary course of business in
accordance with its current price list without rebate or allowance to a Buyer.


 


9.5                               Rental payments


 


Rentals payable by the Company under any leasing,
hire-purchase or other similar agreement to which it is a party are set out in
the Disclosure Documents and have not been increased from the amounts shown.


 


10.                               INSURANCE


 


10.1                        Extent of insurance


 


Copies of the Company’s insurance policies and
schedules currently in effect have been Disclosed. All the assets of the
Company which are of an insurable nature are and have at all material times
been insured up to an amount which is reasonably prudent against fire and such
other risks against which it would be considered reasonable prudent to insure
having regard to the nature of the Business and the assets of the Company, and
the Company is and has at all material times been adequately


 


54

















 


covered against such legal liability and risks which
it would be considered reasonably prudent to insure having regard to the nature
of the Business and the assets of the Company.


 


10.2                        Premiums and claims


 


Particulars of all policies of insurance of the Company
now in force have been Disclosed and such particulars are true and correct and
all premiums due on such policies have been duly paid and all such policies are
valid and in force.  So far as the
Warrantors are aware there are no circumstances which might lead to any
liability under such insurance being avoided by the insurers or the premiums
being increased.  There is no claim
outstanding under any such policies and there are no circumstances likely to
give rise to a claim.


 


11.                               LITIGATION


 


11.1                        Litigation and arbitration proceedings


 


11.1.1                  Save as plaintiff in the collection of debts (not exceeding 20,000
SEK in the aggregate) arising in the ordinary course of business, the Company
is not engaged in any litigation, arbitration or mediation, administrative or
criminal proceedings, whether as claimant, plaintiff, defendant or otherwise,
and no litigation, arbitration or mediation, administrative or criminal
proceedings by or against the Company is pending, threatened or expected and so
far as the Warrantors are aware (having made reasonable enquiry of the
Company), there is no fact or circumstance likely to give rise to any such
litigation, arbitration or mediation, administrative or criminal proceedings or
to any proceedings against any director or employee (past or present) of the
Company in respect of any act or default for which the Company might be
vicariously liable; and


 


11.1.2                  The Company has not, in the last three years preceding the date of
this Agreement, been involved in any litigation, arbitration or material
dispute with any person who is or was a supplier or customer of importance to
the Company or the Business, or where such litigation, arbitration or dispute
resulted in adverse publicity or loss of goodwill.


 


12.                               DELIQUENT AND WRONGFUL ACTS


 


12.1                        The Company has not committed and is not liable for any criminal,
illegal, unlawful or unauthorised act or breach of any obligation or duty
whether imposed by or pursuant to statute, contract or otherwise, and no claim
that it has committed or is liable for any such act or breach remains
outstanding against the Company.


 


12.2                        So far as the Warrantors are aware (having made due and careful
enquiry of the Company) the Company has not received notification that any
investigation or enquiry is being or has been conducted by any governmental or
other body in respect of the affairs of the Company and the Warrantors are not
aware of any circumstances which would give rise to such investigation or
enquiry.


 


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13.                               LICENCES


 


13.1                        General


 


The Company has all necessary licences (including
statutory licences but excluding Intellectual Property licences), permits,
consents and authorities (public and private) necessary for the carrying on of
the Business and in the manner in which it is now carried on and all such
licences, permits, consents and authorities are valid and subsisting and
neither the Company nor the Warrantors have received any notice that any of
them is to be modified, suspended, revoked, not extended or not renewed and so
far as the Warrantors are aware (without making any enquiries outside of the
Amarin Group) the subscription for the New Shares and the sale of the Sale
Shares pursuant to this Agreement will not of itself (other than by reason of the
identity of the Buyer) cause any of them to be modified, suspended, revoked,
not extended or not renewed.


 


14.                               TRADING


 


14.1                        Consequence of acquisition of Sale Shares and the Subscription for
the New Shares by Buyer


 


The acquisition of the Sale Shares and the
Subscription for the New Shares by the Buyer or compliance with the terms of
this Agreement will not:


 


14.1.1                  relieve any person of any contractual or other legal obligation to
the Company or legally entitle any person to determine any such obligation or
any right or benefit enjoyed by the Company or to exercise any contractual or
other legal right, whether under an agreement with, or otherwise in respect of
the Company;


 


14.1.2                  conflict with or result in the breach of or constitute a default
under any of the terms, conditions or provisions of any agreement or instrument
to which the Amarin Group is now a party or of any loan to or mortgage created
by the Company or of its memorandum or articles of association;


 


14.1.3                  result in any present or contingent indebtedness of the Company
becoming due and payable or capable of being declared due and payable before
its stated maturity;


 


14.1.4                  so far as the Warrantors are aware (without making any enquiries
outside of the Amarin Group), conflict with, violate or result in a breach of
any law, regulation, order, decree or writ applicable to the Company (other
than as a result of the identity of the Buyer), or entitle any person to
receive from the Company any finder’s fee, brokerage or other commission.


 


14.2                        Guarantees and warranties


 


The Company has not given any guarantee or warranty or
made any representation in respect of articles or trading stock, sold or
contracted to be sold by it, save for any warranty or guarantee implied by law
and (save as aforesaid) has not accepted any liability or obligation to
service, maintain, repair, take back or otherwise do or not do anything in
respect of any articles or stock that would apply after any such article or
stock has been delivered by it.


 


56

















 


14.3                        Restrictions on trading


 


The Company is not and has not been a party to any
agreement, arrangement, understanding or practice restricting the freedom of
the Company to provide and take goods and services by such means and from and
to such persons and into or from such place as it may from time to time think
fit.


 


14.4                        Business names


 


The Company does not use on its letterhead, books or
vehicles or otherwise carry on the Business under any name other than its
corporate name.


 


14.5                        Unlawful acts


 


Neither the Company nor any officer has been
prosecuted for any criminal, illegal or unlawful act connected with the
Company.


 


14.6                        Product Regulation


 


So far as the Guarantor is aware, the Company is not
in breach of any statute or, regulation having the effect of law with respect
to the manufacture or distribution of its products and there are no outstanding
claims against the Company in respect of defects in quality or delays in
delivery or completion of contracts or deficiencies of design or performance of
equipment or otherwise relating to liability for goods or services supplied or
to be supplied by the Company and no such claims are threatened or anticipated.


 


15.                               COMPETITION AND TRADE REGULATION LAW


 


15.1                        Agreements, arrangements, etc.


 


The Company is not and has not been a party to or is
or has been concerned in any agency, distributorship,
marketing, purchasing, manufacturing or licensing agreement or arrangement or
any restrictive trading or other agreement or arrangement pursuant to which any
part of its business is carried on, or which in any way restricts its freedom
to carry on the whole, or any part, of the Business in any part of the world in
such manner as it thinks fit;


 


16.                               CONTRACTS


 


16.1                        General


 


There are no contracts entered into by the Guarantor of any of its Group
Companies relating to or in connection with the Business to which the Company
is not a party.


 


16.2                        Onerous contracts


 


Other than as Disclosed in the Disclosure Documents,
there are no long term contracts (that is, contracts not terminable by the
Company without penalty on six months’ notice or less) or onerous or unusual or
abnormal contracts (that is, contracts for capital commitments or contracts
differing from those necessitated by the ordinary course of business) binding
upon the Company, nor is the Company a party to any contract which contains any
onerous or other provision material for disclosure to an intending buyer of the
Shares and no expenses or liabilities of a material amount have


 


57

















 


been incurred before the date of this Agreement by the
Company otherwise than for the purpose of the Company’s business.


 


16.3                        Material contracts


 


All contracts to which the Company is a party with a
value (payable or receivable to the Company) in excess of $50,000 have been
Disclosed and the Company is not a party to or subject to any agreement,
transaction, obligation, commitment, understanding, arrangement or liability
which:


 


16.3.1                  is likely to result in a loss in excess of $10,000 to the Company on
completion of performance;


 


16.3.2                  involves or is likely to involve obligations, restrictions,
expenditure or receipts of an unusual, onerous or exceptional nature and not in
the ordinary course of business;


 


16.3.3                  is in any way otherwise than in the ordinary and proper course of
the Company’s business.


 


16.3.4                   is or could be contravening applicable laws on competition; or


 


16.3.5                   the execution or performance of this Agreement (i) should give any
other contracting party the right to terminate or adversely change the terms
and conditions of such agreement, or that would otherwise have a negative
effect for the Company, or (ii) would constitute a violation or default by the
Company, or (iii) would result in the creation of an Encumbrance on any assets
or Properties of the Company.


 


16.4                        Performance of Contracts


 


16.4.1                  The terms of all contracts of the Company have been complied with
and all performance milestones have been met by the Company and, so far as the
Warrantors are aware (without making any enquiries outside of the Amarin Group)
by the other parties to the contracts in all material respects and, so far as
the Warrantors are aware, there are no circumstances likely to give rise to a
default or a failure to meet a performance milestone by the Company nor has the
Company been informed by any counterparties under any such contract that it is
likely to be in default and, so far as the Warrantors are aware (without making
any enquiries outside of the Amarin Group), there are no circumstances likely
to give rise to a default or a failure to meet a performance milestone by any
such counterparties;


 


16.4.2                  There are no outstanding claims, separately or in the aggregate, of
material amounts against the Company on the part of customers or other parties
in respect of defects in quality or delays in delivery or completion of
contracts or deficiencies of design or performance or otherwise relating to
liability for goods or services sold or supplied by the Company and no such
claims are threatened or anticipated and, so far as the Warrantors are aware
(without making any enquiries outside of the Amarin Group), there is no matter
or fact in existence in relation to goods or services currently sold or
supplied by the Company which might give rise to the same; and


 


16.4.3                  The Company has no knowledge of the invalidity of, or grounds for
rescission, avoidance or repudiation of, any agreement or other transaction to
which the


 


58

















 


Company is a party and the Company has received no
notice of any intention to terminate, repudiate or disclaim any such agreement
or other transaction.


 


16.5                        Agency and distribution agreements


 


The Company is not a party to any subsisting agency or
distributorship agreement.


 


16.6                        Supply agreements


 


The
Company has entered into such supply agreements as the Directors, acting
reasonably and having made reasonable enquiries, believe are necessary to
enable the Company to fulfill its contractual obligations to third parties in
the ordinary course of business and such supply agreements have been validly
executed and are currently in full force and effect.


 


17.                               EMPLOYEES


 


17.1                        Particulars of employees


 


The particulars shown in the schedule of employees
comprised in the Disclosure Documents:


 


17.1.1                  are true and complete;


 


17.1.2                  show in respect of each Director, officer and employee of the
Company, his date of birth, the date on which he commenced continuous
employment with the Company and all remuneration payable and other benefits
provided or which the Company is bound to provide (whether now or in the
future) to each such person;


 


17.1.3                  include full particulars of all remuneration arrangements
(particularly profit sharing, incentive, bonus and severance arrangements to
which the Company is a party, whether binding or not); and


 


17.1.4                  list each Director and employee of the Company, and all of them are
engaged exclusively in the Business.


 


17.2                        Contracts of employment


 


There are no:


 


17.2.1                  contracts of employment in force between the Company and any of its
Directors, or employees which are terminable by the Company on any longer
period of notice than what is regulated in the collective bargaining agreement
between the employers’ federation Almega and the unions SIF (Swedish union of
clerical and technical employees in industry) and CF (Swedish association of
graduate engineers) to which the Company is bound;


 


17.2.2                  consultancy or management services agreements in existence between
the Company and any other person, firm or company;


 


17.2.3                  agreements or other arrangements (binding or otherwise) between the
Company (or any employers’ or trade association of which the Company is a
member) and any


 


59

















 


trade union or works council except insofar as the
collective bargaining agreement between the employers’ federation Almega and
the unions SIF (Swedish union of clerical and technical employees in industry)
and CF (Swedish association of graduate engineers) is concerned; nor


 


17.2.4                  outstanding pay negotiations with any employees, workers or trade
unions.


 


17.3                        Benefits


 


There are no:


 


17.3.1                  amounts owing to present or former directors, officers or employees
of the Company other than not more than one month’s arrears of remuneration
accrued or due or for reimbursement of business expenses incurred within a
period of three months preceding the date of this Agreement;


 


17.3.2                  moneys or benefits other than in respect of remuneration or
emoluments of employment; nor


 


17.3.3                  amounts payable to or for the benefit of any present or former
director or employee of the Company or any dependant of any present or former
director, or employee of the Company, other than by way of remuneration
disclosed under current employment contracts.


 


17.4                        Liabilities and payments


 


Save to the extent (if any) to which provision or
allowance has been made in the Accounts:


 


17.4.1                  no liability has been incurred or is anticipated by the Company in
respect of:


 


(a)                                  breach of any contract of employment or for services;


 


(b)                                 severance payments, redundancy payments or protective awards;


 


(c)                                  compensation for unfair dismissal or failure to comply with any
order for the reinstatement or re-engagement of any employee or for sex, race
or disability discrimination; nor


 


(d)                                 any other liability accruing from the termination or variation of
any contract of employment or for services;


 


17.4.2                  no gratuitous payment has been made or promised by the Company in
connection with the actual or proposed termination, suspension or variation of
any contract of employment or for services of any present or former director,
officer, employee or worker or any dependant of any present or former director
or employee of the Company; and


 


17.4.3                  the Company has not made or agreed to make any payment to, or
provided or agreed to provide any benefit or change in terms and conditions of
employment for, any present or former director or employee of the Company in
connection with the sale and purchase under this Agreement.


 


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17.5                        Relevant legislation


 


The Company has in relation to each of its employees
and workers (and so far as relevant to each of its former employees and
workers) complied with:


 


17.5.1                  all obligations imposed on it by all relevant statutes, regulations
and codes of conduct and practice (in each case having the effect or law)
affecting its employment of any persons and all relevant orders and awards and
has maintained current, adequate and suitable records regarding the service,
terms and conditions of employment of each of its employees and workers; and


 


17.5.2                  all collective agreements, local agreements and customs and
practices for the time being affecting its employees and workers or their
conditions of service.


 


17.6                        Termination of employment


 


17.6.1                  No present director, officer or employee of the Company has given or
received notice terminating his employment and completion of this Agreement
will not contractually entitle any director, officer, employee to terminate his
employment or trigger any contractual entitlement to a severance payment or
liquidated damages.


 


17.6.2                  The Warrantors have asked Stefan Ohlssen, Steffan Waxegaard, Peter
Fyhr, Catrina Agardssen, Inger Norden, Yohan Delbacke and Anders Wallstedt
whether they have any intention to resign within six months of the acquisition
of the Business by the Buyer and they have answered in the negative.


 


17.7                        Share and other schemes


 


The Company does not have in existence nor is it
proposing to introduce, and none of its directors, officers or employees
participates in (whether or not established by the Company), any employee share
trust, share incentive scheme, share option scheme or profit sharing scheme for
the benefit of all or any of its present or former directors, officers or
employees or workers or the dependants of any such persons or any scheme under
this Agreement any present or former director, officer or employee or worker of
the Company is entitled to a commission or remuneration of any other sort
calculated by reference to the whole or part of the turnover, profits or sales
of the Company or any other person, firm or company.


 


17.8                        Disputes and claims


 


17.8.1                  No dispute exists between the Company and a material number or
category of its employees or any trade union(s) or works council and so far as
the Warrantors are aware there are no wage or other claims outstanding against
the Company by any person who is now or has been a director, officer or
employee or worker of the Company; and


 


17.8.2                  The Company has not had during the last three years any strike, work
stoppages, slow-down or work-to-rule by its employees or workers or lock-out,
nor, so far as the Warrantors are aware, is any anticipated, which has caused,
or is likely to cause, the Company to be materially incapable of carrying on
the Business in the normal and ordinary course.


 


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17.9                        Agreements with trade unions


 


Except insofar as the Disclosed collective bargaining
agreement between the employers’ federation Almega and the unions SIF (Swedish
union of clerical and technical employees in industry) and CF (Swedish
association of graduate engineers) is concerned, that are no other central or
local collective bargaining agreements and the Company is not a party to any
agreement or arrangement with or commitment to any trade union or staff
association nor are any of its employees members of any trade union or staff
association, and, so far as the Company is aware, no application for collective
bargaining recognition by a trade union is pending.


 


18.                               HEALTH AND SAFETY


 


18.1                        Compliance with legislation


 


The Business has at all times been conducted in
compliance with all applicable legislation concerning health and safety matters
and all and any regulations or orders made or issued under any such legislation
and any relevant codes of practice, guidance notes and the like issued by
government agencies, in each case having the effect of law (the “Health and
Safety Legislation”).


 


18.2                        Compliance with Drug Production Legislation


 


The
Business has at all times complied with all applicable laws and regulations in
respect of the research, development and production of drug products, including
without limitation, the applicable regulations of the US Food and Drug
Administration and the Swedish LMV.


 


18.3                        No notice of liability


 


At no time have or has the Seller or the Company had
knowledge of and/or received any notice, claim or other communication alleging
any contravention of or actual or potential liability under the Health and
Safety Legislation.


 


19.                               PENSION SCHEMES


 


19.1                        No pension schemes


 


The
Company does not have and never has had any Pension Schemes, nor has been a
party to any Pension Schemes by virtue of its status as a Group Company of the
Guarantor.


 


20.                               INTELLECTUAL PROPERTY


 


20.1                        General


 


The
Company has all Intellectual Property licences necessary for the carrying on of
the Business and in the manner in which it is now carried on and all such
licences, are valid and subsisting and neither the Company nor the Warrantors
have received any notice that any of them is to be modified, suspended,
revoked, not extended or not renewed and so far as the Warrantors are aware
(without making any enquiries outside of the Amarin Group) the sale of the
Shares pursuant to this Agreement will


 


62

















 


not of
itself (other than by reason of the identity of the Buyer) cause any of them to
be modified, suspended, revoked, not extended or not renewed.


 


20.2                        Ownership


 


20.2.1                  Apart from the Listed IP, the Company does not own any registered
Intellectual Property or applications to register Intellectual Property;


 


20.2.2                  The Company is the sole legal, beneficial and registered owner of
the Listed IP;


 


20.2.3                  All Intellectual Property owned by the Company is owned free from
Encumbrances;


 


20.2.4                  Neither the Seller nor any of its respective Group Companies own any
Intellectual Property that is used by the Company;


 


20.2.5                  Apart from the Listed Exclusive IP, the Company does not use any
Intellectual Property under an exclusive licence.


 


20.3                        Validity


 


20.3.1                  In the last 6 years, none of the Seller, the Company and the
Seller’s Group Companies have received:


 


(a)                                  written notice that any Listed Exclusive IP or Listed IP is being
claimed, opposed or challenged by any third party;


 


(b)                                 written advice from an in-house or external professional expressing
doubt on the validity of any Listed Exclusive IP or any material Intellectual
Property owned by the Company.


 


20.3.2                  All fees, costs, charges and taxes required to maintain the Listed
Exclusive IP and the Listed IP with the relevant registries and authorities
have been duly paid on time;


 


20.3.3                  The confidential information and know how used by the Company is
kept confidential, and has not been disclosed to third parties other than in
the ordinary course of business.


 


20.4                        Infringement


 


20.4.1                  The Company is not subject to any injunction prohibiting the
infringement of Intellectual Property and has not settled claims for
infringement by giving any undertakings that remain in force.


 


20.4.2                  The Warrantors have no reason for believing that the activities of
the Company may have infringed Intellectual Property during the last 6 years;


 


20.4.3                  The Warrantors have no reason for believing that any Listed Exclusive
IP or material Intellectual Property owned by the Company may have been
infringed during the last 6 years;


 


63

















 


20.4.4                  In the last 6 years, the Company has not been engaged in
proceedings, nor received or given written notice threatening proceedings, for
infringement of Intellectual Property.


 


20.5                        Agreements


 


20.5.1                  Save as may appear from the Listed IP Agreements:


 


(a)                                  no third party has been authorised to use any material Intellectual
Property owned by the Company nor has a third party been granted any other
right, title or interest in such Intellectual Property by the Company;


 


(b)                                 the Company does not use any Intellectual Property that is material
to the Business under licence.


 


20.5.2                  So far as the Warrantors are aware, the terms of all Listed IP
Agreements have been complied with by the Company;


 


20.5.3                  The Warrantors have no actual knowledge that the terms of the Listed
IP Agreements have not been complied with by the parties to it other than the
Company;


 


20.5.4                  In the last 2 years, the Company has not given or received written
notice that avoids, repudiates, rescinds or terminates any agreement which
authorises the use of Intellectual Property (or purports to do so);


 


20.5.5                  To the extent necessary for the benefit of the Company, the Listed
IP Agreements (or their relevant details) have been duly recorded with the
relevant registries or other authorities.


 


21.                               INFORMATION TECHNOLOGY


 


21.1                        Identification and ownership


 


21.1.1                  Part 1 of Schedule 8 contains brief particulars of all IT Systems;


 


21.1.2                  Part 2 of Schedule 8 contains brief particulars of all IT Contracts;


 


21.1.3                  Save as set out in Part 2 of Schedule 8, all IT Systems and data are
owned by the Company, and are not wholly or partly dependent on any facilities
or services not under the exclusive ownership and control of the Company;


 


21.1.4                  All the IT Contracts are valid and binding.  So far as the Warrantors are aware, none of
the IT Contracts has been the subject of any breach or default, or of any event
which (with notice or lapse of time or both) would constitute a default, or is
liable to be terminated or otherwise adversely affected by the transaction
contemplated by this Agreement; and


 


21.1.5                  The Company has in its possession or in its control the source code
of all Software used by it for the purposes of the Business.


 


64

















 


21.2                        Computer operation and maintenance


 


All IT Systems are in reasonable repair and condition
and are regularly maintained, fully serviceable and in satisfactory working
order.


 


21.3                        Data
Protection


 


The Company has at all times complied with applicable
data protection legislation.


 


22.                               Legislation


 


The Company is not in breach of, has not received
notice of and is not aware of any allegation of breach of the requirements of
any legislation which is applicable to it.


 


65

















 


Part 2


 


Tax Warranties


 


1.                                       The Company has properly filed with the appropriate Taxation
Authority all tax returns and reports required to be filed for all tax periods
ending prior to the date of Completion and such filings are true, correct and
complete in all material respects and all information required for a correct
assessment of Tax has been provided, and the Company is not in arrears with the
payment of any Tax due to any Taxation Authority.


 


2.                                       The tax returns of the Company have been assessed and approved by
the Taxation Authorities through the tax years up to and including the years
for which such assessment and approval should have been given and so far as the
Warrantors are aware, the Company is not subject to any dispute with any such
authority.


 


3.                                       All Tax that has become due by the Company on or before the Accounts
Date has been fully paid or fully provided for in the Accounts.


 


4.                                       There are no tax audits, disputes or disagreement outstanding or
pending with any Taxation Authority regarding any liability or potential
liability to any Tax of the Company or regarding the availability of any relief
from Tax to the Company which the Company has claimed, and, so far as the
Warrantors are aware, there is no basis for assessment of any deficiency in any
Tax against the Company which has not been provided for in the Accounts or
which has not been paid.


 


5.                                       The Company has not been involved in any transactions, which could
be considered as tax evasion.


 


6.                                       All transactions and agreements entered into by the Company with the
Seller or any Connected Person have been made on terms and conditions which do
not in any way deviate in any material respect, from what would have been
agreed with an independent party (on an arm’s length basis).


 


7.                                       All losses for tax purposes incurred by the Company are trading
losses and, subject to any event on or after Completion, are available to be
carried forward and set off against income in succeeding periods without
limitation and have been accepted by the relevant Taxation Authorities.


 


8.                                       The Company is not and has not been subject to any taxation outside
Sweden.


 


9.                                       No Tax will be due in the Company by virtue of the sale of the Sale
Shares under this Agreement.


 


66

















 


SCHEDULE 5


 


BASIS FOR PREPARATION OF THE COMPLETION BALANCE SHEET


 


1.                                      GENERAL REQUIREMENTS


 


Subject to the provisions of paragraphs 2 to 3 of this
Schedule, the Completion Balance Sheet shall be prepared:


 


(a)                                  under the historical cost convention and in accordance with Swedish
GAAP; and presented in English; and


 


(b)                                 on a basis consistent with the unaudited consolidated balance sheet
prepared for the management accounts of the Company and ADAB made up to the
Balance Sheet Date.


 


Paragraph 2 shall have priority over paragraph 3.


 


2.                                      BALANCE SHEET


 


Unless already taken into account, the following
principles shall be observed in drawing up the consolidated balance sheet which
is to form the Completion Balance Sheet:


 


(a)                                  includes all current on-balance sheet assets and liabilities (i.e.
excluding operating leases);


 


(b)                                 sums receivable in respect of debtors shall not be included at sums
higher than the amounts collectable, making appropriate provision for doubtful
debts;


 


(c)                                  stocks and work-in-progress shall be valued at the lower of cost and
net realisable value;


 


(d)                                 liabilities shall include accruals at the close of business on the
date of Completion;


 


(e)                                  no value shall be attributable to goodwill or any other intangible
asset;


 


(f)                                    full provision shall be made for all Taxation, including deferred
taxation.


 


3.                                      TRUE AND FAIR VIEW


 


Subject to the provisions of paragraph 2: (a) the
Completion Balance Sheet shall show a true and fair view of the state of
affairs of the Company and ADAB at the close of business on the date of
Completion; and (b) all accruals and reserves have been properly accounted for
and taken in accordance with Swedish GAAP.


 


67

















 


4.                                      SAMPLE FORMAT


 


The following schedule provides an example of the
format to be used when presenting the completion accounts.


 


	
   

  	
   

  	
  Swedish
  GAAP

  SEK’000

  30 Sep 2003

  	
   

  	
  Swedish
  GAAP

  SEK’000

  [Closing]*

  	
   

  	
  Movement

  SEK’000

  	
   

  
	
  Current assets (A):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  INVENTORY

  	
   

  	
  526

  	
   

  	
  526

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Receivables
  and prepaid:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trade

  	
   

  	
  4,743

  	
   

  	
  4,743

  	
   

  	
   

  	
   

  
	
  Other

  	
   

  	
  102

  	
   

  	
  102

  	
   

  	
   

  	
   

  
	
  Accrued
  royalties

  	
   

  	
  3,083

  	
   

  	
  3,083

  	
   

  	
   

  	
   

  
	
  Prepaid

  	
   

  	
  1,280

  	
   

  	
  1,280

  	
   

  	
   

  	
   

  
	
  VAT

  	
   

  	
  348

  	
   

  	
  348

  	
   

  	
   

  	
   

  
	
  Cash
  at bank

  	
   

  	
  289

  	
   

  	
  289

  	
   

  	
   

  	
   

  
	
  Total (A)

  	
   

  	
  10,371

  	
   

  	
  10,371

  	
   

  	
  —

  	
   

  
	
  Liabilities (B):

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Overdraft

  	
   

  	
  (2,600

  	
  )

  	
  (2,600

  	
  )

  	
   

  	
   

  
	
  Trade

  	
   

  	
  (1,436

  	
  )

  	
  (1,436

  	
  )

  	
   

  	
   

  
	
  Accrued
  royalties payable

  	
   

  	
  (1,334

  	
  )

  	
  (1,334

  	
  )

  	
   

  	
   

  
	
  Social
  security and payroll taxes

  	
   

  	
  (1,479

  	
  )

  	
  (1,479

  	
  )

  	
   

  	
   

  
	
  Accrued
  holiday

  	
   

  	
  (3,182

  	
  )

  	
  (3,182

  	
  )

  	
   

  	
   

  
	
  Other
  accruals

  	
   

  	
  (377

  	
  )

  	
  (377

  	
  )

  	
   

  	
   

  
	
  Total (B)

  	
   

  	
  (10,408

  	
  )

  	
  (10,408

  	
  )

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deferred taxation (asset) (C):

  	
   

  	
  2,480

  	
   

  	
  2,480

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Assets (A+B+C)

  	
   

  	
  2,443

  	
   

  	
  2,443

  	
   

  	
  —

  	
  **

  



 












* Uses 30 September 2003 management accounts for
illustration only


 


** This movement represents the relevant change in net
assets for determining the adjustment to the purchase consideration for the
shares.


 


68

















 


SCHEDULE 6


 


COMPLETION


 


Part 1


 


1.                                      SELLER’S OBLIGATIONS


 


On Completion, the Seller shall deliver to the Buyer:


 


1.1                               a copy of the minutes of a meeting of the directors of each of the
Warrantors authorising the execution by that Warrantor of this Agreement (such
copy minutes being certified as correct by an officer of that Warrantor);


 


1.2                               statements from each of the banks at which the Company and ADAB
maintains an account of the amount standing to the credit or debit of all such
accounts as at the close of business on the last Business Day before
Completion;


 


1.3                               the cash book balances of the Company and ADAB as at Completion with
statements reconciling such cash book balances and the relevant cheque books
(if any) with the balances on the bank accounts of the Company and ADAB as
shown by the statements referred to in sub-paragraph 1.2 of this Schedule 6
above;


 


1.4                               the cheque books (if any) relating to all the bank accounts of the
Company and ADAB, together with confirmation that no cheques have been written
by the Company or ADAB since preparation of the statements referred to in
sub-paragraph 1.3 of this Schedule 6 above;


 


1.5                               all charges, mortgages, debentures and guarantees to which the
Company and/or ADAB is a party, together with duly sealed discharges;


 


1.6                               all replacement share certificates representing the Sale Shares,
endorsed to the Buyer or its nominee(s), together with any pertaining dividend
coupons and a transaction note evidencing the transfer of the Shares;


 


1.7                               all replacement share certificates representing the shares of ADAB,
together with any pertaining dividend coupons;


 


1.8                               the Company and shareholder registers evidencing that the Buyer has
been duly entered as the holder of the Shares;


 


1.9                               ensure that all Directors retire from their respective offices (to
the extent requested by the Buyer) as from the Completion, each such Director
acknowledging in writing that he has resigned as a Director of the Company or
ADAB, as the case may be, and that he has no claims against the Buyer, the
Company or ADAB for compensation or otherwise;


 


1.10                        the Escrow Account mandate letter signed by the Seller’s Solicitors;
and


 


1.11                        mortgage certificates representing all floating charges in the
Company and ADAB and all mortgages on the Property owned by the Company and
ADAB.


 


69

















 


2.                                      BUYER’S OBLIGATIONS


 


On Completion, the Buyer shall deliver to the Seller:


 


2.1                               the Escrow Account mandate letter signed by the Buyer’s Solicitors;


 


2.2                               a Secretary’s Certificate confirming that the board of directors of
Watson has authorised the execution by Watson of this Agreement; and


 


2.3                               a copy of the minutes of a meeting of the directors of the Buyer
authorising the execution by the Buyer of this Agreement.


 


70

















 


Part 2


 


On Completion, the Seller shall
cause a shareholder meeting and a board meeting of the Company and of ADAB to
be held at which:


 


(a)                                  persons nominated by the Buyer (in the case of directors subject to
any maximum number imposed by the relevant articles of association) shall be
appointed additional directors and company signatories;


 


(b)                                 the resignations referred to in sub-paragraph 1.13 of Schedule 6,
Part 1 shall be tendered and accepted so as to take effect at the close of
the meeting; and


 


(c)                                  all existing instructions and authorities to bankers shall be
revoked and shall be replaced with alternative instructions, mandates and
authorities in such form as the Buyer may require.


 


On
Completion, the Buyer shall:


 


(a)                                  prepare true accounts of the aforementioned meetings as well as the
necessary ancillary documentation;


 


(b)                                 procure that the said documentation, as soon as practicable
following such meetings, is submitted to the Patent and Registration Office for
registration; and


 


(c)                                at the next general meeting of the Company and ADAB, the Buyer
undertakes to grant the directors of the Company and ADAB, as the case may be,
who have retired in the last fiscal year and in connection with Completion,
discharge from liability for their administration until the date of Completion
(or the earlier date of their retirement), provided that the respective
auditors of the Company and ADAB do not recommend against such discharge in the
auditor’s report for the relevant period.


 


71

















 


SCHEDULE 7


 


INTELLECTUAL PROPERTY


 


Part 1


 


Listed IP


 


AMARIN ́S PATENT FAMILIES


 


	
  A.

  	
  ORAL
  CONTROLLED-RELEASE TABLET TECHNOLOGY

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Original Multipor
  technology (“Traditional”)

  	
   

  
	
  2.

  	
  2nd Multipor
  system (“Pellets”) (Multiple Unit)

  	
   

  
	
  3.

  	
  3rd Multipor system (“Biphasic”)

  	
   

  
	
  4.

  	
  Once-daily morphine tablets

  	
   

  
	
  5.

  	
  Rhotard Oral
  Controlled-Release

  	
   

  
	
  6.

  	
  Oral
  Controlled-Release for Insoluble Compounds (Nifedipine) (TRIGLAS)

  	
   

  
	
  7.

  	
  2nd
  Generation Technology (once-daily, retained)

  	
   

  
	
   

  	
   

  	
   

  
	
  B.

  	
  NEW PATENT APPLICATIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Aquapor
  technology

  	
   

  
	
  2.

  	
  ZOEM (Erodix)

  	
   

  
	
  3.

  	
  Food Protection

  	
   

  
	
  4.

  	
  NAPDES

  	
   

  
	
   

  	
   

  	
   

  
	
  C.

  	
  CIBUS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Granular Drug
  Delivery System CBUS-002/09

  	
   

  
	
  2.

  	
  Sustained-Release
  Drug Delivery Employing a Powdered Hydrocolloid Gum Obtainable From Higher
  Plants CBUS-003/04

  	
   

  
	
  3.

  	
  NSAID Delivery
  Employing a Powdered Hydrocolloid Gum Obtainable From Higher Plants
  CBUS-003/05

  	
   

  
	
  4.

  	
  NSAID Delivery Employing
  a Powdered Hydrocolloid Gum Obtainable From Higher Plants CBUS-003/06

  	
   

  
	
  5.

  	
  Purified
  Galactomannan as an Improved Pharmaceutical Excipient CBUS-007

  	
   

  
	
  6.

  	
  Colonic Delivery
  of Drugs CBUS-008

  	
   

  
	
  7.

  	
  Delivery of Drugs
  to the Lower GI Tract CBUS-008/01

  	
   

  
	
  8.

  	
  Delivery of Drugs
  to the Lower GI Tract CBUS-008/01 - European

  	
   

  
	
   

  	
   

  	
   

  
	
  D.

  	
  REGISTERED TRADE MARKS

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Theobret

  	
   

  
	
  2.

  	
  Multipor

  	
   

  
	
  3.

  	
  Kalipor

  	
   

  
	
  4.

  	
  Gacell

  	
   

  
	
  5.

  	
  Bidocyl

  	
   

  
	
  6.

  	
  Rhotard

  	
   

  
	
  7.

  	
  Colidex

  	
   

  
	
  8.

  	
  SRM-Rhotard

  	
   

  
				



 


72

















 


	
  9.

  	
  Triglas

  	
   

  



 


73

















 


A.                                    ORAL
CONTROLLED-RELEASE TABLET TECHNOLOGY


 


1.                                      Original Multipor
technology (“Traditional”)


 


MULTIPOR Oral Controlled-Release


 


Title:                                                                    Sustained release tablets and method for preparations thereof


Agent:                                                          Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  Belgium (2)

  	
   

  	
  0211991

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  Germany (2)

  	
   

  	
  P3573884.7

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  Ireland

  	
   

  	
  58262

  	
   

  	
  22.8.1985

  	
   

  	
  Granted

  	
   

  	
  22.8.2005

  
	
  Japan

  	
   

  	
  2029524

  	
   

  	
  6.9.1985

  	
   

  	
  Granted

  	
   

  	
  6.9.2005

  
	
  Luxembourg (2)

  	
   

  	
  0211991

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  New Zealand

  	
   

  	
  213244

  	
   

  	
  27.8.1985

  	
   

  	
  Granted

  	
   

  	
  27.8.2005

  
	
  South Africa

  	
   

  	
  85/6546

  	
   

  	
  28.8.1985

  	
   

  	
  Granted

  	
   

  	
  28.8.2005

  
	
  Switzerland (2)

  	
   

  	
  0211991

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  Great Britain  (2)

  	
   

  	
  0211991

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  Austria (2)

  	
   

  	
  E47519

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  Canada

  	
   

  	
  1251731

  	
   

  	
  4.9.1985

  	
   

  	
  Granted

  	
   

  	
  28.3.2006

  
	
  France (2)

  	
   

  	
  0211991

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  S Korea

  	
   

  	
  63850

  	
   

  	
  5.9.1985

  	
   

  	
  Granted

  	
   

  	
  5.9.2005

  
	
  Netherlands (2)

  	
   

  	
  0211991

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  Sweden (2)

  	
   

  	
  0211991

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  Denmark

  	
   

  	
  153520

  	
   

  	
  2.9.1985

  	
   

  	
  Granted

  	
   

  	
  2.9.2005

  
	
  Norway

  	
   

  	
  172834

  	
   

  	
  29.8.1985

  	
   

  	
  Granted

  	
   

  	
  29.8.2005

  
	
  Finland

  	
   

  	
  86373

  	
   

  	
  5.9.1985

  	
   

  	
  Granted

  	
   

  	
  5.9.2005

  
	
  Spain

  	
   

  	
  546727

  	
   

  	
  5.9.1985

  	
   

  	
  Granted

  	
   

  	
  5.1.2007

  
	
  Taiwan

  	
   

  	
  26484

  	
   

  	
  4.9.1985

  	
   

  	
  Granted

  	
   

  	
  4.9.2005

  
	
  USA

  	
   

  	
  4557925

  	
   

  	
  5.9.1984

  	
   

  	
  Granted

  	
   

  	
  5.9.2004

  
	
  USA

  	
   

  	
  4629620

  	
   

  	
  19.9.1985

  	
   

  	
  Granted

  	
   

  	
  19.9.2005

  
	
  USA

  	
   

  	
  4629619

  	
   

  	
  19.9.1985

  	
   

  	
  Granted

  	
   

  	
  19.9.2005

  
	
  Greece

  	
   

  	
  852159

  	
   

  	
  6.9.1985

  	
   

  	
  Granted

  	
   

  	
  6.9.2005

  
	
  Italy (1)  (2)

  	
   

  	
  0211991

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  Philippines

  	
   

  	
  21597

  	
   

  	
  4.9.1985

  	
   

  	
  Granted

  	
   

  	
  11.12.2004

  
	
  Portugal

  	
   

  	
  81091

  	
   

  	
  5.9.1985

  	
   

  	
  Granted

  	
   

  	
  10.7.2006

  
	
  Hungary

  	
   

  	
  196313

  	
   

  	
  5.9.1985

  	
   

  	
  Granted

  	
   

  	
  5.9.2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Australia

  	
   

  	
  574220

  	
   

  	
  30.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Israel

  	
   

  	
  76257

  	
   

  	
  30.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  



 












	
  Notes:

  	
   

  	
  (1)

  	
   

  	
  Ownership by Gacell Laboratories AB now recorded.

  



 


74

















 


	
   

  	
   

  	
  (2)

  	
   

  	
  Derived from EP 0211 991.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inventors:

  	
   

  	
  Stig A B Erlandsson, Åke R
  Lindahl.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Gacell Laboratories AB.

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
  USA application 4557925, filed 5 September 1984.

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  28

  	
  Pending:

  	
  0

  	
  Abandoned:

  	
  2

  
										



 


2.                                      2nd Multipor system (“Pellets”) (Multiple
Unit)


 


Title:                                                                    Novel dosage form


Agent:                                                          Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  Denmark

  	
   

  	
  5339/89

  	
   

  	
  26.10.1989

  	
   

  	
  Examination

  	
   

  	
  26.10.2009

  
	
  Finland

  	
   

  	
  102455

  	
   

  	
  25.10.1989

  	
   

  	
  Granted

  	
   

  	
  25.10.2009

  
	
  Germany (2)

  	
   

  	
  P68907177.9

  	
   

  	
  14.10.1989

  	
   

  	
  Granted

  	
   

  	
  14.10.2009

  
	
  Japan

  	
   

  	
  2095270

  	
   

  	
  25.10.1989

  	
   

  	
  Granted

  	
   

  	
  25.10.2009

  
	
  New Zealand

  	
   

  	
  231093

  	
   

  	
  20.10.1989

  	
   

  	
  Granted

  	
   

  	
  20.10.2009

  
	
  Switzerland (2)

  	
   

  	
  0365947

  	
   

  	
  14.10.1989

  	
   

  	
  Granted

  	
   

  	
  14.10.2009

  
	
  Great Britain  (2)

  	
   

  	
  0365947

  	
   

  	
  14.10.1989

  	
   

  	
  Granted

  	
   

  	
  14.10.2009

  
	
  Canada

  	
   

  	
  2000932

  	
   

  	
  18.10.1989

  	
   

  	
  Granted

  	
   

  	
  18.10.2009

  
	
  France (2)

  	
   

  	
  0365947

  	
   

  	
  14.10.1989

  	
   

  	
  Granted

  	
   

  	
  14.10.2009

  
	
  S Korea

  	
   

  	
  120 111

  	
   

  	
  26.10.1989

  	
   

  	
  Granted

  	
   

  	
  12.08.2012

  
	
  Norway

  	
   

  	
  179 478

  	
   

  	
  25.10.1989

  	
   

  	
  Granted

  	
   

  	
  25.10.2009

  
	
  Sweden (2)

  	
   

  	
  0365947

  	
   

  	
  14.10.1989

  	
   

  	
  Granted

  	
   

  	
  14.10.2009

  
	
  USA

  	
   

  	
  5178868

  	
   

  	
  4.10.1991

  	
   

  	
  Granted

  	
   

  	
  12.01.2010

  
	
  Portugal

  	
   

  	
  92103

  	
   

  	
  25.10.1989

  	
   

  	
  Granted

  	
   

  	
  12.4.2010

  
	
  Italy (1)  (2)

  	
   

  	
  365947

  	
   

  	
  14.10.1989

  	
   

  	
  Granted

  	
   

  	
  14.10.2009

  
	
  Hungary

  	
   

  	
  201883

  	
   

  	
  26.10.1989

  	
   

  	
  Granted

  	
   

  	
  26.10.2009

  
	
  Spain (2)

  	
   

  	
  0365947

  	
   

  	
  14.10.1989

  	
   

  	
  Granted

  	
   

  	
  14.10.2009

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Latvia (1)

  	
   

  	
  10382

  	
   

  	
  14.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Philippines

  	
   

  	
  26653

  	
   

  	
  25.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Australia

  	
   

  	
  612525

  	
   

  	
  24.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Belgium (2)

  	
   

  	
  0365947

  	
   

  	
  14.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Ireland

  	
   

  	
  62640

  	
   

  	
  17.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Luxembourg (2)

  	
   

  	
  0365947

  	
   

  	
  14.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Netherlands (2)

  	
   

  	
  0365947

  	
   

  	
  14.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  South Africa

  	
   

  	
  89/8127

  	
   

  	
  26.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Austria (2)

  	
   

  	
  E90556

  	
   

  	
  14.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  



 


75

















 


	
  Greece (2)

  	
   

  	
  365947

  	
   

  	
  14.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Israel

  	
   

  	
  92036

  	
   

  	
  18.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  China

  	
   

  	
  89108221

  	
   

  	
  26.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Hong Kong (1)

  	
   

  	
  123394

  	
   

  	
  14.10.1989

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  British Virgin Islands (1)

  	
   

  	
  179/1/1995

  	
   

  	
  14.10.1989

  	
   

  	
  Withdrawn

  	
   

  	
  Closed 9 feb 2001-02-09

  



 












	
  Notes:

  	
   

  	
  (1)

  	
   

  	
  Ownership by Gacell Laboratories AB now recorded.

  
	
   

  	
   

  	
  (2)

  	
   

  	
  Derived
  from EP0365947.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inventors:

  	
   

  	
  Karin Malmquist-Granlund,
  Christer Hermansson, Sören Kulstad.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Gacell Laboratories AB.

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
  Swedish application 8803822-9, filed 26 October
  1989.

  



 


	
  Granted:

  	
  16

  	
  Pending:

  	
  1

  	
  Abandoned:

  	
  13

  



 


3.                                      3rd Multipor system (“Biphasic”)


 


Title:                                                                    Controlled-release medical preparations


Agent:                                                          Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  Japan

  	
   

  	
  2527713

  	
   

  	
  6.9.1985

  	
   

  	
  Granted

  	
   

  	
  6.9.2005

  
	
  New Zealand

  	
   

  	
  213245

  	
   

  	
  27.8.1985

  	
   

  	
  Granted

  	
   

  	
  27.8.2005

  
	
  Great Britain  (2)

  	
   

  	
  0173928

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  Canada

  	
   

  	
  1252723

  	
   

  	
  4.9.1985

  	
   

  	
  Granted

  	
   

  	
  18.4.2006

  
	
  Sweden (2)

  	
   

  	
  0173928

  	
   

  	
  23.8.1985

  	
   

  	
  Granted

  	
   

  	
  23.8.2005

  
	
  USA

  	
   

  	
  4824678

  	
   

  	
  4.9.1985

  	
   

  	
  Granted

  	
   

  	
  25.4.2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Australia

  	
   

  	
  576891

  	
   

  	
  30.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Belgium (2)

  	
   

  	
  0173928

  	
   

  	
  23.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Ireland

  	
   

  	
  58263

  	
   

  	
  22.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Israel

  	
   

  	
  76256

  	
   

  	
  30.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Luxembourg (2)

  	
   

  	
  0173928

  	
   

  	
  23.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  South Africa

  	
   

  	
  85/6547

  	
   

  	
  28.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Switzerland (2)

  	
   

  	
  0173928

  	
   

  	
  23.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Austria (2)

  	
   

  	
  E53490

  	
   

  	
  23.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  France (2)

  	
   

  	
  0173928

  	
   

  	
  23.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  S Korea

  	
   

  	
  63849

  	
   

  	
  5.9.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Taiwan

  	
   

  	
  29422

  	
   

  	
  4.9.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  



 


76



















 


	
  Netherlands (2)

  	
   

  	
  0173928

  	
   

  	
  23.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Denmark

  	
   

  	
  164256

  	
   

  	
  2.9.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Spain

  	
   

  	
  546728

  	
   

  	
  5.9.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Finland

  	
   

  	
  87042

  	
   

  	
  5.9.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Norway

  	
   

  	
  169996

  	
   

  	
  29.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Greece

  	
   

  	
  852158

  	
   

  	
  6.9.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Italy (1)  (2)

  	
   

  	
  0173928

  	
   

  	
  23.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Philippines

  	
   

  	
  22119

  	
   

  	
  4.9.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Portugal

  	
   

  	
  81092

  	
   

  	
  5.9.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Germany (2)

  	
   

  	
  3578123.8

  	
   

  	
  23.8.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Hungary

  	
   

  	
  194495

  	
   

  	
  5.9.1985

  	
   

  	
  Abandoned

  	
   

  	
   

  



 












	
  Notes:

  	
   

  	
  (1)

  	
   

  	
  Ownership by Gacell Laboratories AB now recorded.

  
	
   

  	
   

  	
  (2)

  	
   

  	
  Derived from EP0173928.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inventors:

  	
   

  	
  Bo M Ekman, Åke R Lindahl.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Gacell Laboratories AB.

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
  Swedish application 8404467-6, filed 6 September
  1984.

  



 


	
  Granted:

  	
  6

  	
  Pending:

  	
  0

  	
  Abandoned:

  	
  22

  



 


4.             Once-daily morphine tablets


 


Title:                       Controlled release morphine preparation


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  China

  	
   

  	
  93/118344.8

  	
   

  	
  29.7.1993

  	
   

  	
  Granted

  	
   

  	
  29.7.2013

  
	
  Australia

  	
   

  	
  662239

  	
   

  	
  28.7.1993

  	
   

  	
  Granted

  	
   

  	
  28.7.2013

  
	
  Canada

  	
   

  	
  2140254

  	
   

  	
  28.7.1993

  	
   

  	
  Examination

  	
   

  	
  28.7.2013

  
	
  Japan

  	
   

  	
  50522594

  	
   

  	
  28.7.1993

  	
   

  	
  Examination

  	
   

  	
  28.7.2013

  
	
  Russia

  	
   

  	
  2114613

  	
   

  	
  28.7.1993

  	
   

  	
  Granted

  	
   

  	
  28.7.2013

  
	
  USA

  	
   

  	
  5520931

  	
   

  	
  28.7.1993

  	
   

  	
  Granted

  	
   

  	
  28.7.2013

  
	
  Germany

  	
   

  	
  P693 23428.8

  	
   

  	
  28.7.1993

  	
   

  	
  Granted

  	
   

  	
  28.7.2013

  
	
  Sweden

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Granted

  	
   

  	
  28.7.2013

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Israel

  	
   

  	
  106477

  	
   

  	
  26.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  S Africa

  	
   

  	
  93/5488

  	
   

  	
  29.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  European

  	
   

  	
  EP 652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Granted

  	
   

  	
  28.7.2013

  
	
  Finland

  	
   

  	
  95/0319

  	
   

  	
  28.7.1993

  	
   

  	
  Examination

  	
   

  	
  28.7.2013

  



 


77

















 


	
  Hungary

  	
   

  	
  221683

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  S Korea

  	
   

  	
  156 038

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Norway

  	
   

  	
  307407

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  New Zealand

  	
   

  	
  254314

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Poland

  	
   

  	
  172571

  	
   

  	
  28.7.1993

  	
   

  	
  Granted

  	
   

  	
  28.7.2013

  
	
  Greece

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Luxemburg

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Austria

  	
   

  	
  E 176 398

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Belgium

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Switzerland

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Denmark

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Spain

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  France

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Great Britain

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Ireland

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Italy

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Monaco

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Netherlands

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  
	
  Portugal

  	
   

  	
  652 747

  	
   

  	
  28.7.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  



 


	
  Inventors:

  	
   

  	
  Christiane Persson, Staffan Waxegård, Sören Kulstad,
  Lennart Frigren.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Gacell Laboratories AB.

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
  Swedish application 9202250-8, filed July 1993.

  



 


	
  Granted:

  	
  8

  	
  Pending:

  	
  3

  	
  Abandoned:

  	
  20

  



 


5.             Rhotard Oral Controlled-Release


 


Title:                       Double matrix formulation


Agent:                   Boult Wade Tennant


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  	
   

  	
  Patent-

  letter

  
	
  United Kingdom (2)

  	
   

  	
  2186485

  	
   

  	
  13.2.1986

  	
   

  	
  Granted

  	
   

  	
  13.2.2006

  	
   

  	
  X

  
	
  Austria (1)

  	
   

  	
  E64849

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
   

  
	
  Belgium (1)

  	
   

  	
  0235986

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
   

  
	
  Switzerland (1)

  	
   

  	
  0235986

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
   

  
	
  Germany (1)

  	
   

  	
  P3771091.5

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
   

  
	
  France (1)

  	
   

  	
  0235986

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
   

  
	
  United Kingdom (1)

  	
   

  	
  0235986

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
   

  



 


78

















 


	
  Greece (1)

  	
   

  	
  3030706

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
  X

  
	
  Italy (1)

  	
   

  	
  0235986

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
  X

  
	
  Luxembourg (1)

  	
   

  	
  0235986

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
   

  
	
  Netherlands (1)

  	
   

  	
  0235986

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
   

  
	
  Sweden (1)

  	
   

  	
  0235986

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
  X

  
	
  Spain (1)

  	
   

  	
  2029269

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
   

  
	
  Ireland

  	
   

  	
  59451

  	
   

  	
  9.2.1987

  	
   

  	
  Granted

  	
   

  	
  9.2.2007

  	
   

  	
  X

  
	
  Australia

  	
   

  	
  589254

  	
   

  	
  13.2.1987

  	
   

  	
  Granted

  	
   

  	
  13.2.2007

  	
   

  	
   

  
	
  New Zealand

  	
   

  	
  219204

  	
   

  	
  9.2.1987

  	
   

  	
  Granted

  	
   

  	
  9.2.2007

  	
   

  	
  X

  
	
  Japan

  	
   

  	
  2136314

  	
   

  	
  13.2.1987

  	
   

  	
  Granted

  	
   

  	
  13.2.2007

  	
   

  	
  X

  
	
  Philippines

  	
   

  	
  25347

  	
   

  	
  11.2.1987

  	
   

  	
  Granted

  	
   

  	
  13.5.2008

  	
   

  	
  X

  
	
  South Africa

  	
   

  	
  87.1030

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
  X

  
	
  USA

  	
   

  	
  4880830

  	
   

  	
  9.2.1987

  	
   

  	
  Granted

  	
   

  	
  9.2.2007

  	
   

  	
  X

  
	
  Denmark

  	
   

  	
  741/87

  	
   

  	
  13.2.1987

  	
   

  	
  Examination

  	
   

  	
  13.2.2007

  	
   

  	
   

  
	
  Finland

  	
   

  	
  91482

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
  X

  
	
  Norway

  	
   

  	
  175240

  	
   

  	
  12.2.1987

  	
   

  	
  Granted

  	
   

  	
  12.2.2007

  	
   

  	
  X

  
	
  European

  	
   

  	
  0235986

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  X

  



 












	
  Notes:

  	
   

  	
  (1)

  	
   

  	
  European Application derived from EP0235986.

  
	
   

  	
   

  	
  (2)

  	
   

  	
  Covers the same invention as EP0235986. Might be
  forced to be abandoned by UK authorities.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inventor:

  	
   

  	
  Alan Rhodes.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Ethical Pharmaceuticals Limited.

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
  UK application 8603523, filed 13 February 1986.

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  22

  	
  Pending:

  	
  1

  
	
   

  	
   

  	
   

  
	
  * EP 0235986

  	
   

  	
  (App. No. 87301231.4) –new grant document received
  (4.5.99) following successful opposition decision.

  
								



 


6.             Oral
Controlled-Release for Insoluble Compounds (Nifedipine) (TRIGLAS)


 


1st Generation Technology


 


Title:                       Nifedipine slow release formulations


 


* Twice daily to be abandoned.


 


Agent:                   Boult Wade Tennant.


 


79

















 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  	
   

  	
  Patent-

  letter

  
	
  Philippines

  	
   

  	
  26850

  	
   

  	
  9.2.1990

  	
   

  	
  Granted

  	
   

  	
  5.11.2009

  	
   

  	
  X

  
	
  South Africa

  	
   

  	
  90.0904

  	
   

  	
  7.2.1990

  	
   

  	
  Granted

  	
   

  	
  7.2.2010

  	
   

  	
  X

  
	
  USA

  	
   

  	
  5145683

  	
   

  	
  30.1.1990

  	
   

  	
  Granted

  	
   

  	
  30.1.2010

  	
   

  	
  X

  
	
  Canada

  	
   

  	
  2008972

  	
   

  	
  31.1.1990

  	
   

  	
  Granted

  	
   

  	
  31.1.2010

  	
   

  	
  X

  
	
  Finland

  	
   

  	
  95347

  	
   

  	
  8.2.1990

  	
   

  	
  Granted

  	
   

  	
  8.2.2010

  	
   

  	
  X

  
	
  Norway

  	
   

  	
  175925

  	
   

  	
  26.1.1990

  	
   

  	
  Granted

  	
   

  	
  26.1.2010

  	
   

  	
  X

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Austria (1)

  	
   

  	
  E79032

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Belgium (1)

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Switzerland (1)

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Germany (1)

  	
   

  	
  P69000240.8

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  France (1)

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  United Kingdom (1)

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Greece (1)

  	
   

  	
  3005477

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Italy (1)

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Luxembourg (1)

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Netherlands (1)

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Sweden (1)

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Spain (1)

  	
   

  	
  2052168

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Denmark (1)

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Ireland

  	
   

  	
  64682

  	
   

  	
  25.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Australia

  	
   

  	
  626130

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  New Zealand

  	
   

  	
  232287

  	
   

  	
  30.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Japan (2079473)

  	
   

  	
  112974/1995

  	
   

  	
  13.2.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  European

  	
   

  	
  0385582

  	
   

  	
  31.1.1990

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  



 












	
  Notes:

  	
   

  	
  (1)

  	
   

  	
  Derived from EP0385582.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Inventor:

  	
   

  	
  Alan Rhodes.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Ethical Pharmaceuticals Limited.

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
  UK application 8903328.6, filed 14 February 1989.

  



 


	
  Granted:

  	
  6

  	
  Abandoned

  	
  18

  	
  Pending:

  	
  0

  



 


80

















 


7.             2nd  Generation Technology (once-daily, retained)


 


Title:                       Pharmaceutical compositions containing nifedipine and processes for
the preparation thereof.


Agent:                   Mewburn Ellis


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  	
   

  	
  Patent-

  letter

  
	
  Iceland

  	
   

  	
  1620

  	
   

  	
  11.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Argentina

  	
   

  	
  251 650

  	
   

  	
  13.1.1993

  	
   

  	
  Granted

  	
   

  	
  23.2.2013

  	
   

  	
  X

  
	
  United Kingdom (1)

  	
   

  	
  2277872

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Hungary (1)

  	
   

  	
  210539

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Hungary (1)

  	
   

  	
  219338

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Philippines

  	
   

  	
  30985

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Malaysia

  	
   

  	
  PI9300048/ MY-110660-A

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  South Africa

  	
   

  	
  930195

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Thailand

  	
   

  	
  017892

  	
   

  	
  12.1.1993

  	
   

  	
  Withdrawn

  	
   

  	
   

  	
   

  	
   

  
	
  Indonesia

  	
   

  	
  0001333

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Poland (1)

  	
   

  	
  170935

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Singapore

  	
   

  	
  9592257-1

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Australia (1)

  	
   

  	
  659529

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Canada (1)

  	
   

  	
  2126864

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  Japan (1)

  	
   

  	
  5-512264

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  USA (1)

  	
   

  	
  5594013

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Finland (1)

  	
   

  	
  943316

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
   

  
	
  South Korea (1)

  	
   

  	
  94-702420

  	
   

  	
  12.1.1993

  	
   

  	
  Examination

  	
   

  	
  12.12.2013

  	
   

  	
   

  
	
  Norway (1)

  	
   

  	
  305223

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  New Zealand (1)

  	
   

  	
  246374

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Russian Federation (1)

  	
   

  	
  2106139

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  European Patent Application designating(1)

  AT    BE    CH/LI

  DE    DK   ES

  FR     IE     IT

  NL    PT     SE

  	
   

  	
  0620733

  (App. No: 93901850.3)

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  

  

  DK  X

  
	
  Austria (1)

  	
   

  	
  939017

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  	
   

  	
   

  	
   

  	
  X

  
	
  Denmark (1)

  	
   

  	
  94837 
  (0837/94?)

  	
   

  	
  12.1.1993

  	
   

  	
  Abandoned

  (Epn granted)

  	
   

  	
   

  	
   

  	
   

  
	
  Netherlands (1)

  	
   

  	
  9320021

  	
   

  	
  12.1.1993

  	
   

  	
  Withdrawn

  	
   

  	
   

  	
   

  	
   

  
	
  Germany (1)

  	
   

  	
  P4390075.5

  	
   

  	
  12.1.1993

  	
   

  	
  Withdrawn

  	
   

  	
   

  	
   

  	
   

  
	
  Luxembourg (1)

  	
   

  	
  88512

  	
   

  	
  12.1.1993

  	
   

  	
  Withdrawn

  	
   

  	
   

  	
   

  	
  X

  
	
  Sweden (1)

  	
   

  	
  9402457-7

  	
   

  	
  12.1.1993

  	
   

  	
  Withdrawn

  	
   

  	
   

  	
   

  	
   

  



 












	
  Notes:

  	
   

  	
  (1)           Derived from
  PCT/GB93/00055.

  



 


81

















 


	
  Inventor:

  	
   

  	
  David Trigger.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Ethical Pharmaceuticals Ltd.

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
  GB9200607.1, filed 13 January 1992.

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  1

  	
  Abandoned:

  	
  30

  	
  Pending:

  	
  1

  	
  Withdrawn

  	
  4

  
										



 


B.            NEW
PATENT APPLICATIONS


 


1.             Aquapor technology


 


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  
	
  Sweden

  	
   

  	
  0001151-0

  	
   

  	
  31 Mar 2000

  	
   

  	
  Withdrawn

  	
   

  	
   

  
	
  PCT

  	
   

  	
  SE01/00626

  	
   

  	
  23 Mar2001

  	
   

  	
  Application

  	
   

  	
   

  
	
  USA

  	
   

  	
  09/819813

  	
   

  	
  29 Mar 2001

  	
   

  	
  Application

  	
   

  	
   

  
	
  Japan

  	
   

  	
  2001-572081

  	
   

  	
  27 Sep 2002

  	
   

  	
  Application

  	
   

  	
   

  



 


	
  Inventors:

  	
   

  	
  Peter Fyhr, John Kendrup.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Amarin Development AB.

  
	
   

  	
   

  	
   

  
	
  Summary:

  	
   

  	
  Aquapor technology.

  



 


2.             ZOEM
(Erodix)


 


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  
	
  Sweden

  	
   

  	
  0004671-4

  	
   

  	
  15 Dec 2000

  	
   

  	
  Withdrawn

  	
   

  	
  —

  
	
  USA

  	
   

  	
  09/788414

  	
   

  	
  21 Feb 2001

  	
   

  	
  Application

  	
   

  	
  Rejected

  
	
  USA-Continuation

  	
   

  	
  10/342222

  	
   

  	
  15 Jan 2003

  	
   

  	
  Application

  	
   

  	
   

  
	
  EPC

  	
   

  	
  02076991.5

  	
   

  	
  16 May 2002

  	
   

  	
  Application

  	
   

  	
   

  
	
  Japan

  	
   

  	
  2002-159550

  	
   

  	
  31 May 2002

  	
   

  	
  Application

  	
   

  	
   

  



 


	
  Inventors:

  	
   

  	
  Catarina Carling, Peter Fyhr,
  Inger Nordén.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Amarin Development AB.

  
	
   

  	
   

  	
   

  
	
  Summary:

  	
   

  	
  ZOEM (Erodix).

  



 


82

















 


3.             Food
Protection


 


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  
	
  Sweden

  	
   

  	
  9903879-6

  	
   

  	
  28 Oct 1999

  	
   

  	
  Withdrawn

  	
   

  	
  —

  
	
  Europe
  EPC Sweden UK France Italy Spain Germany

  	
   

  	
  850162.9

  publ. nr

  1095651

  	
   

  	
  11 Oct 2000

  	
   

  	
  Application

  	
   

  	
  11 Oct 2020

  
	
  Japan

  	
   

  	
  2000-329035

  	
   

  	
  27 Oct 2000

  	
   

  	
  Application

  	
   

  	
   

  



 


	
  Inventors:

  	
   

  	
  Marta Corselli, Peter Fyhr, Staffan Waxegård.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Amarin Development AB.

  
	
   

  	
   

  	
   

  
	
  Summary:

  	
   

  	
  Food Protection.

  



 


4.             NAPDES


 


Agent:                   Albihns A/S


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  
	
  Denmark

  	
   

  	
  PA 2002 00275

  	
   

  	
  21 Feb 2002

  	
   

  	
  Application

  	
   

  	
   

  
	
  PCT

  	
   

  	
  PCT/EP03/  01909

  	
   

  	
  20 Feb 2003

  	
   

  	
  Application

  	
   

  	
   

  
	
  USA

  	
   

  	
  10/372,045

  	
   

  	
  20 Feb 2003

  	
   

  	
  Application

  	
   

  	
   

  



 


	
  Inventors:

  	
   

  	
  Peter Fyhr, John Kendrup, Johan
  Borgström.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Amarin Development AB.

  
	
   

  	
   

  	
   

  
	
  Summary:

  	
   

  	
  Nano technology.

  



 


C.            CIBUS


 


1.             Granular Drug Delivery
System CBUS-002/09


 


Agent:                   Awapatent


 


83

















 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  USA

  	
   

  	
  5641511

  	
   

  	
  24.6.1997

  	
   

  	
  Granted

  	
   

  	
  7.4.2008

  



 


	
  Inventor:

  	
   

  	
  Eric H. Kuhrts.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  (Amarin Development AB).

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  1 

  	
  Pending:

  	
   

  
						



 


2.             Sustained-Release
Drug Delivery Employing a Powdered Hydrocolloid Gum Obtainable From Higher
Plants CBUS-003/04


 


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  Australia

  	
   

  	
  709413

  	
   

  	
  9.12.99

  	
   

  	
  Granted

  	
   

  	
  30.11.2015

  
	
  Singapore

  	
   

  	
  9702320-4

  	
   

  	
  30.11.1995

  	
   

  	
  Withdrawn

  	
   

  	
   

  



 


	
  Inventors:

  	
   

  	
  Erik H. Kuhrts et.al.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Amarin Development AB (Austr)

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  1

  	
  Pending:

  	
   

  
						



 


3.             NSAID Delivery
Employing a Powdered Hydrocolloid Gum Obtainable From Higher Plants CBUS-003/05


 


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  Australia

  	
   

  	
  690417

  	
   

  	
  6.8.1998

  	
   

  	
  Granted

  	
   

  	
  30.11.2015

  
	
  Canada

  	
   

  	
  2205442

  	
   

  	
  30.11.1995

  	
   

  	
  Granted

  	
   

  	
  30.11.2015

  



 


	
  Inventors:

  	
   

  	
  Eric H. Kuhrts et. al.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Amarin Development AB (Austr)  / 
  Venture Lending

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  2

  	
  Pending:

  	
   

  
						



 


84

















 


4.             NSAID Delivery
Employing a Powdered Hydrocolloid Gum Obtainable From Higher Plants CBUS-003/06


 


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  USA

  	
   

  	
  5993860

  	
   

  	
  30.11.1999

  	
   

  	
  Granted

  	
   

  	
  17.6.2013

  



 


	
  Inventor:

  	
   

  	
  Eric H. Kuhrts.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  (Amarin Development AB).

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  1

  	
  Pending:

  	
   

  
						



 


5.             Purified
Galactomannan as an Improved Pharmaceutical Excipient CBUS-007


 


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  USA

  	
   

  	
  6063402

  	
   

  	
  16.5.2000

  	
   

  	
  Granted

  	
   

  	
  16.5.2017

  
	
  Canada

  	
   

  	
  2224162

  	
   

  	
   

  	
   

  	
  Examination

  	
   

  	
  7.6.2016

  



 


	
  Inventors:

  	
   

  	
  Mark S Gebert et.al.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  (Amarin Development AB).

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  1

  	
  Pending:

  	
  1

  
						



 


6.             Colonic Delivery of Drugs CBUS-008


 


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  USA

  	
   

  	
  5656294

  	
   

  	
  12.8.1997

  	
   

  	
  Granted

  	
   

  	
  7.6.2015

  



 


	
  Inventors:

  	
   

  	
  David Friend, David Wong.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  (Amarin Development AB).

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  1

  	
  Pending:

  	
   

  
						



 


85

















 


7.             Delivery of Drugs to the Lower GI Tract CBUS-008/01


 


Agent:                   Awapatent


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  USA

  	
   

  	
  5811388

  	
   

  	
  22.9.1998

  	
   

  	
  Granted

  	
   

  	
  22.9.2015

  
	
  Canada

  	
   

  	
  2224170

  	
   

  	
   

  	
   

  	
  Examination

  	
   

  	
  7.6.2016

  



 


	
  Inventors:

  	
   

  	
  David Friend, David Yong.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  (Amarin Development AB).

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
  1

  	
  Pending:

  	
  1

  
						



 


8.             Delivery of Drugs to
the Lower GI Tract CBUS-008/01 - European


 


Agent:    Mewburn Ellis


 


	
  Country

  	
   

  	
  Application/

  Patent No

  	
   

  	
  Application

  Date

  	
   

  	
  Status

  	
   

  	
  Expiry
  Date

  (projected)

  
	
  European

  	
   

  	
  96919237.6

  	
   

  	
  7.6.1996

  	
   

  	
  Examination

  	
   

  	
   

  



 


	
  Inventors:

  	
   

  	
  David Friend, David Yong.

  
	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Amarin Development AB.

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Granted:

  	
   

  	
  Pending:

  	
  1

  
						



 


D.            REGISTERED TRADE MARKS


 


1.             Theobret


 


	
  Country

  	
   

  	
  Date
  of

  Registration

  	
   

  	
  Registration

  No./Application No.

  	
   

  	
  Class

  	
   

  	
  Renewal

  date

  
	
  Malaysia

  	
   

  	
  20.11.1984

  	
   

  	
  05429/84

  	
   

  	
  5

  	
   

  	
  20.11.2005

  
	
  Switzerland

  	
   

  	
  7.7.1981

  	
   

  	
  313328

  	
   

  	
  5

  	
   

  	
  Abandoned

  7.7.2001

  
	
  Singapore

  	
   

  	
  5.4.1984

  	
   

  	
  1575/84

  	
   

  	
  5

  	
   

  	
  Abandoned

  2.2.2001

  
	
  Philippines

  	
   

  	
  27.1.1998

  	
   

  	
  37917 (Appl.)

  	
   

  	
  5

  	
   

  	
  Abandoned

  25.9.2001

  
	
  New Zealand

  	
   

  	
  18.10.1984

  	
   

  	
  155353

  	
   

  	
  5

  	
   

  	
  18.10.2005

  



 


86

















 


	
  Hong Kong

  	
   

  	
  20.6.1983

  	
   

  	
  1938/84

  	
   

  	
  5

  	
   

  	
  20.6.2004

  
	
  United Kingdom

  	
   

  	
  1.7.1981

  	
   

  	
  1156880

  	
   

  	
  5

  	
   

  	
  Abandoned

  25.3.2002

  
	
  France

  	
   

  	
  3.7.1981

  	
   

  	
  1675795

  	
   

  	
  5

  	
   

  	
  Abandoned

  27.6.2001

  
	
  Australia

  	
   

  	
  17.10.1984

  	
   

  	
  416919

  	
   

  	
  5

  	
   

  	
  17.10.2005

  
	
  Italy

  	
   

  	
  3.2.1986

  	
   

  	
  397033

  	
   

  	
  5

  	
   

  	
  Abandoned

  9.7.2001

  



 


	
  Owner:

  	
   

  	
  Gacell Laboratories AB.

  
	
   

  	
   

  	
   

  
	
  Goods:

  	
   

  	
  Pharmaceutical, veterinary and sanitary substances;
  material for stopping teeth, dental wax; disinfectants (other than for laying
  or absorbing dust).

  



 


2.             Multipor


 


	
  Country

  	
   

  	
  Date
  of

  Registration

  	
   

  	
  Registration

  No./Application No.

  	
   

  	
  Class

  	
   

  	
  Renewal

  date

  
	
  Sweden

  	
   

  	
  4.10.1985

  	
   

  	
  198153

  	
   

  	
  5

  	
   

  	
  4.10.2005

  
	
  Japan

  	
   

  	
  27.3.1989

  	
   

  	
  2125759

  	
   

  	
  1

  	
  (1)

  	
  27.3.2009

  
	
  Ireland

  	
   

  	
  26.3.1984

  	
   

  	
  111793

  	
   

  	
  5

  	
   

  	
  26.3.2005

  
	
  United Kingdom

  	
   

  	
  30.3.1984

  	
   

  	
  1215830

  	
   

  	
  5

  	
   

  	
  30.3.2005

  
	
  Portugal

  	
   

  	
  20.1.1992

  	
   

  	
  242258

  	
   

  	
  5

  	
   

  	
  Abandoned

  20.1.2002

  
	
  Spain

  	
   

  	
  20.11.1989

  	
   

  	
  1204181

  	
   

  	
  5

  	
   

  	
  20.11.2004

  
	
  France

  	
   

  	
  21.7.1987

  	
   

  	
  1419646

  	
   

  	
  5

  	
   

  	
  20.7.2007

  
	
  Italy

  	
   

  	
  17.4.1989

  	
   

  	
  (507871)  New
  reg. 809838

  	
   

  	
  5

  	
   

  	
  16.7.2007

  



 












	
  Notes:

  	
   

  	
  (1)

  	
   

  	
  Japanese Class which is equivalent to international
  Class 5.

  
	
   

  	
   

  	
   

  	
   

  	
  Ownership of Gacell Laboratories AB now recorded.

  
	
  Owner:

  	
   

  	
  Gacell Laboratories AB.

  
	
   

  	
   

  	
   

  
	
  Priority Information:

  	
   

  	
  Pharmaceutical and veterinary preparations and
  substances.

  



 


3.             Kalipor


 


	
  Country

  	
   

  	
  Date
  of

  Registration

  	
   

  	
  Registration

  No./Application No.

  	
   

  	
  Class

  	
   

  	
  Renewal

  date

  
	
  Switzerland

  	
   

  	
  5.10.1984

  	
   

  	
  332669

  	
   

  	
  5

  	
   

  	
  4.4.2004

  
	
  Singapore

  	
   

  	
  5.4.1984

  	
   

  	
  1577/84

  	
   

  	
  5

  	
   

  	
  Abandoned

  2.2.2001

  
	
  Hong Kong

  	
   

  	
  20.6.1983

  	
   

  	
  931/84

  	
   

  	
  5

  	
   

  	
  20.6.2004

  



 


87

















 


	
  Owner:

  	
   

  	
  Gacell Laboratories AB.

  
	
   

  	
   

  	
   

  
	
  Goods:

  	
   

  	
  Pharmaceutical preparations for the prophylaxis or
  treatment of cardiac and vascular diseases or disorders.

  



 


4.             Gacell


 


	
  Country

  	
   

  	
  Date
  of

  Registration

  	
   

  	
  Registration

  No./Application No.

  	
   

  	
  Class

  	
   

  	
  Renewal

  date

  
	
  Sweden

  	
   

  	
  18.4.1986

  	
   

  	
  200871

  	
   

  	
  5

  	
   

  	
  18.4.2006

  



 


	
  Owner:

  	
   

  	
  Gacell Laboratories AB.

  
	
   

  	
   

  	
   

  
	
  Goods:

  	
   

  	
  Pharmaceuticals.

  



 


5.             Bidocyl


 


	
  Country

  	
   

  	
  Date
  of

  Registration

  	
   

  	
  Registration

  No./Application No.

  	
   

  	
  Class

  	
   

  	
  Renewal

  date

  
	
  Sweden

  	
   

  	
  10.9.1982

  	
   

  	
  183113

  	
   

  	
  5

  	
   

  	
  Abandoned

  7.6.2002

  
	
  Hong Kong

  	
   

  	
  20.6.1983

  	
   

  	
  932-1984

  	
   

  	
  5

  	
   

  	
  20.6.2004

  
	
  United Kingdom

  	
   

  	
  3.2.1982

  	
   

  	
  1169073

  	
   

  	
  5

  	
   

  	
  Abandoned

  6.11.2002

  
	
  Italy (1)

  	
   

  	
  8.3.1988

  	
   

  	
  489463

  	
   

  	
  5

  	
   

  	
  Abandoned

  4.2.2002

  



 












	
  Notes:

  	
   

  	
  (1)

  	
   

  	
  In the name of AB Ferrosan – ownership of Gacell
  Laboratories AB being recorded – assignment pending.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Gacell Laboratories AB.

  
	
   

  	
   

  	
   

  
	
  Goods:

  	
   

  	
  Pharmaceutical preparations and substances.

  



 


6.             Rhotard


 


	
  Country

  	
   

  	
  Date
  of

  Registration

  	
   

  	
  Registration

  No./Application No.

  	
   

  	
  Class

  
	
  United Kingdom

  	
   

  	
  21.11.1985

  	
   

  	
  1254938

  	
   

  	
  5

  



 


	
  Owner:

  	
   

  	
  Ethical Pharmaceuticals Ltd. Licensed to
  Waymade//Amdipharm 1.1.2003.

  
	
   

  	
   

  	
   

  
	
  Goods:

  	
   

  	
  Pharmaceutical and veterinary preparations and
  substances.

  



 


88

















 


7.             Colidex


 


	
  Country

  	
   

  	
  Date
  of

  Registration

  	
   

  	
  Registration

  No./Application No.

  	
   

  	
  Class

  
	
  United Kingdom

  	
   

  	
  30.1.1987

  	
   

  	
  1299442

  	
   

  	
  5

  



 


	
  Owner:

  	
   

  	
  Ethical Pharmaceuticals Ltd

  
	
   

  	
   

  	
   

  
	
  Goods:

  	
   

  	
  Pharmaceutical preparations and substances, all
  included in Class 5.

  



 


8.             SRM-Rhotard


 


(1)


 


	
  Country

  	
   

  	
  Date
  of

  Registration

  	
   

  	
  Registration

  No./Application No.

  	
   

  	
  Class

  
	
  United Kingdom

  	
   

  	
  19.6.1987

  	
   

  	
  1313560

  	
   

  	
  5

  



 












	
  Notes:

  	
   

  	
  (1)

  	
   

  	
  Exclusive rights to the letters SRM are disclaimed.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Owner:

  	
   

  	
  Ethical Pharmaceuticals Ltd

  
	
   

  	
   

  	
   

  
	
  Goods:

  	
   

  	
  Pharmaceutical and veterinary preparations and
  substances, all included in Class 5.

  



 


9.             Triglas


 


	
  Country

  	
   

  	
  Date
  of

  Registration/

  Application

  	
   

  	
  Registration

  No./Application No.

  	
   

  	
  Class

  
	
  United Kingdom

  	
   

  	
  21.11.97

  	
   

  	
  2131871

  	
   

  	
  5

  
	
  C.T.M.

  	
   

  	
  24.10.97

  	
   

  	
  000668343

  	
   

  	
  5

  



 


	
  Owner:

  	
   

  	
  Ethical Pharmaceuticals (UK) Ltd

  
	
   

  	
   

  	
   

  
	
  Goods:

  	
   

  	
  Pharmaceutical preparations and substances.  Handled by Mewburn Ellis.

  



 


89

















 


Part 2


 


Listed Exclusive IP


 


The domain name amarindev.se


 


2.25 License Agreement between
Amarin Corporation plc and ADAB 3rd August 2001 (numbered as per the
Disclosure Documents)


 


90

















 


Part 3


 


Listed
IP Agreements


 


Licences - in


 


IT Licenses (numbered as per the
Disclosure Documents)


 


	
  7.4  Applied
  BioSystems/LIMS IT contract

  
	
  7.5 Perkin Elmer /TurboChrom server software licence

  
	
  7.6 AEC/Primavera software agreement and licence

  
	
  7.7 Symantec Antivirus software agreement and
  licence

  
	
  7.8 Watchguard Certificate

  
	
  7.9 Wordfinder IT software licence

  
	
  7.10 Server Leases with Handlesbanken Finans AB

  



 


The oral agreement pursuant to which the domain name
amarindev.se is licensed.


 


Licences –out (numbered as per the
Disclosure Documents)


 


	
  File

  	
   

  	
  Description

  
	
  1

  	
   

  	
  Commercial Agreements (I)

  
	
   

  	
   

  	
  Development Agreements

  
	
   

  	
   

  	
  1.1 Amarin Development AB (“ADAB”) and Camurus AB
  dated 29th September 2001.(including Schedule)

  
	
   

  	
   

  	
  1.2 ADAB and Microdrug AG dated 9th May
  2001.

  
	
   

  	
   

  	
  1.3 ADAB and Pharmacia AB dated 28th
  August 2001.

  
	
   

  	
   

  	
  1.4 ADAB and Hormos Medical Ltd dated 14th
  February 2003; (FC-1271a).

  
	
   

  	
   

  	
  1.5 ADAB and Hormos Medical Ltd dated 24th
  August 2001 (HM-101).

  
	
   

  	
   

  	
  1.6 ADAB and Hormos Nutraceutical Ltd dated 24th
  August 2001 (HM-3000).

  
	
   

  	
   

  	
  1.7 ADAB and Neurosearch A/S dated 11th
  February 2002 (NS 3728).

  
	
   

  	
   

  	
  1.8 ADAB and Takeda Chemical Industries, Ltd dated
  30th May 2003.(including Schedule)

  
	
   

  	
   

  	
  1.8a ADAB and ACADIA Pharmaceuticals Inc. 16th
  May 2003

  
	
   

  	
   

  	
  1.8 b ADAB and Hexel Pharmaforschung GmbH dated 17th
  February 2003

  
	
   

  	
   

  	
  Collaboration Agreements

  
	
   

  	
   

  	
  1.9 ADAB and Nanocarrier Co. Ltd dated 25th
  December 2002.

  
	
   

  	
   

  	
  1.10 ADAB and Eiffel Research and Development Pty
  Limited dated 17th April 2002.

  
	
   

  	
   

  	
  1.11 ADAB and Cellgate, Inc., dated August 7th
  2002.

  
	
   

  	
   

  	
  Analytical Services Agreement

  
	
   

  	
   

  	
  1.12. ADAB and Clinical Data Care in Lund AB dated 7th
  December 2001.

  
	
   

  	
   

  	
  1.13 ADAB and Eli Lilly Sweden AB dated 16th
  September 2001.

  



 


91

















 


	
   

  	
   

  	
  1.14 ADAB and Kissei Pharmaceutical Co., Ltd dated
  24th January 2002.

  
	
   

  	
   

  	
  1.14a ADAB and Kissei Pharmaceutical Co., Ltd dated
  3rd January 2003

  
	
   

  	
   

  	
  Diltiazem-”once a day” Agreements

  
	
   

  	
   

  	
  1.15 Development and License agreement made between
  ADAB and Tanabe Seiyaku., Ltd (“Tanabe”) dated 19th November 1986.

  
	
   

  	
   

  	
  1.16 ADAB and Tanabe dated 24th October
  1998.

  
	
   

  	
   

  	
  1.17 Collaboration and License Agreement made
  between ADAB and Tanabe dated 24th January 1991 (“1991 Agreement”)
  together with amendments.

  
	
   

  	
   

  	
  1.18 License Agreement made between ADAB and Tanabe
  dated 30th August 1996.

  
	
   

  	
   

  	
  1.19 Agreement for Diltiazem “once a day”
  formulation dated 24th October 1988.

  
	
   

  	
   

  	
  1.20 Memorandum on 180mg Diltiazem “once a day”
  formulation.

  
	
   

  	
   

  	
  1.21 Memorandum on assignment of the 1991 Agreement
  dated 14th February 2002.

  
	
   

  	
   

  	
  1.21a Supply Agreement between ADAB and Douglas
  Pharmaceuticals Limited dated 1st August 1994

  
	
   

  	
   

  	
  1.21b Supply and distribution Agreements dated 28th
  October 1997 & 28th March 1998 between ADAB and Triomed(PTY)
  Ltd

  
	
   

  	
   

  	
  Diltiazem-”twice a day” Agreements

  
	
   

  	
   

  	
  1.22 Memorandum on Diltiazem “twice a day” for Italy
  made between ADAB and Tanabe dated 27th May 1988.

  
	
   

  	
   

  	
  1.23 Agreement dated ADAB and Sigma-Tau Industrie
  Farmaceutiche S.p.A dated 22nd July 1988 together with Amendments.

  
	
   

  	
   

  	
  1.24 Manufacture and Supply Agreement made between
  Laboratorios Dr. Esteve S.A.,(1) ADAB (2),Tanabe Europe S.A (3) and Tanabe
  (4) dated 12th June, 1989.

  
	
   

  	
   

  	
  1.25 Memorandum agreement made between ADAB (1),
  Tanabe (2) for Synthelabo, France dated 31st August 1989.

  
	
   

  	
   

  	
  1.26 Memorandum on Diltiazem “twice a day” for
  Greece made between ADAB and Tanabe dated 27th May 1988.

  
	
   

  	
   

  	
  1.27 Agreement dated 3rd April made
  between ADAB and A/S Ferroscan (Novo Nordisk) together with amendments.

  
	
   

  	
   

  	
  1.28 Addendums one-ten and Memoranda to Diltiazem
  “twice a day” Agreements and Memorandums made between ADAB and Tanabe dated
  20th June 1990.

  
	
   

  	
   

  	
  1.29 Memorandum on Diltiazem “twice a day” for
  Taiwan dated 28th October 1991.

  
	
   

  	
   

  	
  1.30 License Agreement dated 4th February
  1992 made between ADAB and Kabi Pharmaceuticals AB.

  
	
   

  	
   

  	
  1.31 Memorandum Agreement dated 27th May
  1992 for Italy made between ADAB and Tanabe.

  
	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Commercial Agreements (II)

  
	
   

  	
   

  	
  2.1 Purchase Agreement dated 2nd January
  1990 made between Sylatec and ADAB.

  
	
   

  	
   

  	
  2.2 Manufacturing Agreement dated 2nd
  January 1990 between Sylatec and ADAB.

  



 


92

















 


	
   

  	
   

  	
  2.3
  Memorandum Agreement dated 2nd June 1995 made between ADAB and Synthelabo.

  
	
   

  	
   

  	
  2.4 License agreement dated 30th August
  1996 made between ADAB and Tanabe.

  
	
   

  	
   

  	
  2.5 Multipor
  Coating supply agreement dated 30th August 1996 made between Tanabe and ADAB.

  
	
   

  	
   

  	
  2.6 Exclusive agreement to negotiate dated 30th
  May 1996 made between Tanabe and ADAB.

  
	
   

  	
   

  	
  2.7 Supply Agreement dated 1st August
  1994 made between ADAB and Douglas Pharmaceuticals Limited.

  
	
   

  	
   

  	
  2.7a Contract manufacturing agreement between ADAB
  and QPharma

  
	
   

  	
   

  	
  2.7b Manufacturing Agreement between Pharmacia and
  ADAB dated 4th February 1992.

  
	
   

  	
   

  	
  Rhotard Morphine Agreements

  
	
   

  	
   

  	
  Canada

  
	
   

  	
   

  	
  2.8 License Agreement dated 11th October
  1991 made between Ethical Pharmaceuticals (U.K.) Limited (formerly Ethical
  Pharmaceuticals limited) (“EPUK”) and Drug Royalty Corporation Inc. (formerly
  Ethical Pharmaceuticals North America Inc.) (“DRC”) (“DRC License”) and
  License Agreement Amending Agreement dated 30th April 1996
  amending DRC License.

  
	
   

  	
   

  	
  2.9 (Sub) License Agreement dated 4th
  November 1996 made between DRC and Paladin Labs Inc (“Paladin”).

  
	
   

  	
   

  	
  2.10 Manufacturing and distribution Agreement dated
  4th November 1996 made between Paladin and Pharmascience Inc.

  
	
   

  	
   

  	
  2.11 Supply and Manufacturing Agreement dated 4th
  November 1996 made between Pharmascience and EPUK.

  
	
   

  	
   

  	
  Northern Europe/Eastern Block

  
	
   

  	
   

  	
  2.12 License agreement dated 1st August
  1988 made between DAK-Laboratoriet A/S (“Nycomed”) and EPUK together with
  amendments and supplements.

  
	
   

  	
   

  	
  2.13 License agreement dated 30th October
  1989 made between Lundbeck A/S (“Nycomed”) and EPUK together with amendments
  and supplements.

  
	
   

  	
   

  	
  UK

  
	
   

  	
   

  	
  2.14 License Agreement dated 15th May
  2002 made between Waymade Healthcare PLC and ADAB.

  
	
   

  	
   

  	
  Australia

  
	
   

  	
   

  	
  2.15 License Agreement dated 3rd August
  2003 made between Australian Generics Pty Limited and ADAB.

  
	
   

  	
   

  	
  Argentina

  
	
   

  	
   

  	
  2.16 Supply and Manufacturing Agreement dated
  February 26th 2003 made between ADAB and Searle Argentina SRL.

  
	
   

  	
   

  	
  South Africa

  
	
   

  	
   

  	
  2.17 Supply and Distribution Agreement dated 18th
  March 1998 made between EPUK and Research Ethicals (PTY) Limited.

  



 


93

















 


	
   

  	
   

  	
  Glipizide ER

  
	
   

  	
   

  	
  2.18 Multi Product and Transfer, Development and
  License Agreement dated 30th August 1994 made between Amarin
  Corporation plc and Watson Pharmaceuticals, Inc.together with letter
  agreements and Amendments.

  
	
   

  	
   

  	
  General

  
	
   

  	
   

  	
  2.19 Multipor supply agreement  to be made beween Amarin and Du PontSverige AB and DuPont’s regional affiliate
  DuPont Chemoswed.

  
	
   

  	
   

  	
  2.20 License Agreement dated November 11th 2002 made between ADAB and
  Athpharma Limited.

  
	
   

  	
   

  	
  2.21 Delivery Contract dated 12th March 2003 made between
  ADAB and Apoteket

  
	
   

  	
   

  	
  2.22 Laboratory services Agreement dated 12th November
  1998 made between Amarin Corporation plc (formerly Ethical Holdings plc) and
  ADAB

  
	
   

  	
   

  	
  2.23 Agreement between Custom Pharmaceuticals Limited (1) and ADAB
  for the manufacture and supply of Rhotard Morphine

  
	
   

  	
   

  	
  2.24 Agreement between ADAB and Amarin Corporation plc dated 5th
  April 2000

  
	
   

  	
   

  	
  2.25 License Agreement between Amarin Corporation plc and ADAB 3rd
  August 2001

  
	
   

  	
   

  	
  2.27 Agreement dated 12th November 1998 made between
  Amarin Corporation plc (formerly Ethical Holdings plc) and ADAB

  
	
   

  	
   

  	
  2.29 Agreement dated 12th November 1998 made between
  Amarin Corporation plc (formerly Ethical Holdings plc) and ADAB relating to
  Tanabe

  



 


Licences - out


 


94

















 


SCHEDULE 8


 


INFORMATION TECHNOLOGY


 


Part 1


 


IT Systems (as set out in the following Disclosure Documents)


 


	
  7.4  Applied
  BioSystems/LIMS IT contract

  
	
  7.5 Perkin Elmer /TurboChrom server software licence

  
	
  7.6 AEC/Primavera software agreement and licence

  
	
  7.7 Symantec Antivirus software agreement and
  licence

  
	
  7.8 Watchguard Certificate

  
	
  7.9 Wordfinder IT software licence

  
	
  7.10 Server Leases with Handlesbanken Finans AB

  



 


95

















 


Part 2


 


IT Contracts


 


IT Licenses (numbered as per the
Disclosure Documents)


 


	
  7.4  Applied
  BioSystems/LIMS IT contract

  
	
  7.5 Perkin Elmer /TurboChrom server software licence

  
	
  7.6 AEC/Primavera software agreement and licence

  
	
  7.7 Symantec Antivirus software agreement and
  licence

  
	
  7.8 Watchguard Certificate

  
	
  7.9 Wordfinder IT software licence

  
	
  7.10 Server Leases with Handlesbanken Finans AB

  



 


96

















 


SCHEDULE 9


 


LIMITATION OF SELLER’S LIABILITY


 


Part 1


 


General
Limitations


 


1.             Notwithstanding
the provisions of clause 8, the Warrantors shall not be liable in respect of a
breach of any of the Warranties if and to the extent that the loss occasioned
thereby has been recovered under the Indemnities.


 


2.             The Warrantors shall not
be liable under the Warranties or the Tax Covenant to the extent that:


 


2.1          the act, omission, circumstance of
occurrence which might result in a Claim or possible Claim were Disclosed;


 


2.2          the subject of a Claim is allowed or
provided for or reserved in the Accounts and/or the Management Accounts or the
Completion Balance Sheet or has been included in calculating creditors or
deducted in calculating debtors in the Accounts or the Completion Balance Sheet
and (in the case of creditors or debtors) is identified in the records of the
Company or ADAB or to the extent that such matter was specifically referred to
in the notes to the Accounts; or


 


2.3          a Claim arises or is increased:


 


2.3.1        wholly or partly from an act or omission
compelled by law;


 


2.3.2        as a result of any increase in rates of Taxation
or the imposition of any Tax since the Balance Sheet Date whether or not with
retrospective effect; or


 


2.3.3        wholly or partly as a result of the passing or
coming into force of, or any change in, any enactment, law, regulation,
directive, requirement or any practice of any government, government department
or agency or regulatory body after the date of this Agreement, whether or not
having retrospective effect.


 


3.             The Warrantors shall not be liable in
respect of any Claim under the Warranties:


 


3.1          unless and until the amount of the
Claim exceeds US$25,000 and for this purpose where a
Claim relates to more than one event, circumstance, act or omission which
event, circumstance, act or omission would separately constitute a breach of or
give rise to a Claim for breach of any of the Warranties, such claim shall be
treated as a separate Claim in respect of each such event, circumstance, act or
omission;


 


3.2          unless and until the amount of the
Claim when aggregated with the amount of any other such Claim made against the
Warrantors under this Agreement exceeds US$150,000, but
so that the liability of the Warrantors shall not be restricted to the amount
by which the liability exceeds US$150,000;
and


 


3.3          shall not (when aggregated with the
amount of all other Claims under the Warranties exceed an amount equal to the
aggregate of:


 


97

















 


3.3.1        $10,000,000;
and


 


3.3.2        all legal
and other costs of recovery awarded to the Buyer by a court of competent
jurisdiction in connection with any such Claims; and


 


any interest or penalty, or any amount in
respect of any interest or penalty, which the Sellers (or any of these) may
agree or be ordered to pay to the Buyer.


 


4.             The Buyer shall not be entitled to make a Claim
against the Warrantors under the Warranties to the extent that the breach is
remediable unless the Warrantors have been given reasonable opportunity at the
Warrantors’ expense to remedy the breach. 
The Buyer shall give the Warrantors and its agents all reasonable access
and assistance (at the Warrantors’ expense) for this purpose.


 


5.             The Warrantors shall not be liable
under the Warranties (other than the Tax Warranties):


 


5.1          to
the extent that a Claim arises or is increased as a result of any matter or
thing done or  omitted to be done
before or after Completion by the Warrantors at the written request of or with
the written approval of the Buyer;


 


5.2          to
the extent that a Claim arises or is increased directly as a result of any
changes after Completion in the accounting bases, policies or methods used by
the Buyer to value any of the assets of the Company (including the Properties)
whether or not as a consequence of any change in standard accounting practice;


 


5.3          to
the extent that a Claim arises or is increased as a result of a voluntary
action taken by or on behalf of the Buyer where the Buyer has actual knowledge
that such voluntary action shall give rise to or increase such Claim;


 


5.4          to
the extent that a Claim relates to any liability which is contingent only,
unless and until such contingent liability becomes an actual liability provided
that the Buyer gives notice, if required, of such contingent liability in
accordance with the first sentence of paragraph 13 of this Schedule 9.


 


6.             The
Buyer shall not be entitled to recover damages or obtain reimbursement,
restitution or indemnity more than once in respect of any one matter or
circumstance constituting a breach of the Warranties.


 


7.             If
a Claim is made or proceedings are brought against the Buyer in respect of
which the Warrantors is or may become liable under the Warranties (other than
the Tax Warranties) or any other provision of this Agreement, the Buyer shall
(at the Warrantors’ cost and expense and subject to the Buyer being indemnified
to its reasonable satisfaction in respect thereof) take such action and give
such information and assistance in connection with its affairs as the
Warrantors may reasonably request to avoid, dispute, resist, mitigate,
compromise, defend or appeal against such claim or proceedings and any adjudication
with respect thereto including, if the Warrantors so require, instructing
professional advisers nominated by the Warrantors (subject to the approval of
the Buyer, not to be unreasonably withheld or delayed) to act on behalf of the
Buyer in accordance with the instructions of the Warrantors so that the action
is delegated entirely to the Warrantors, provided that any settlement shall
only require


 


98

















 


the payment of
money on the Buyer’s behalf and does not impose any other obligation or
restrictions on the Buyer. The Buyer shall not (except with the written consent
of the Warrantors (which consent shall not be unreasonably withheld or
delayed)) accept, pay, compromise or make any admission in respect of any such
claim or proceedings.


 


8.             Where
the Buyer is entitled to a right of reimbursement (including by way of
indemnity) or to recover (whether by way of payment, discount, credit, set off,
counterclaim or otherwise) from some other person any sum in respect of any
matter giving rise to a Claim under the Warranties (other than the Tax
Warranties) or under any other provision of this agreement the Buyer shall
undertake all reasonable steps to enforce such recovery prior to taking action
against the Warrantors (other than to notify the Warrantors of the claim
against the Warrantors) and if the Buyer shall recover any amount from such
other person the amount of the Claim against the Warrantors shall be reduced by
the amount recovered, less all reasonable costs, charges and expenses incurred
by the Buyer recovering that sum from such other person.


 


9.             If
the Warrantors pays to the Buyer an amount in respect of a Claim for breach of
a Warranty (other than a Tax Warranty) or any other provision of this Agreement
and the Buyer subsequently becomes entitled to a right of reimbursement
(including by way of indemnity) or to recover (whether by way of payment,
discount, credit, set off, counterclaim or otherwise) from such other person
any sum in respect of any matter giving rise to such claim, the Buyer shall
take all reasonable steps to enforce such recovery or at its sole discretion,
assign the right of reimbursement to the Warrantors (in each case at the
Warrantors’ cost and expense and subject to the Buyer being indemnified to its
reasonable satisfaction in respect thereof) and shall forthwith upon recovery
repay to the Warrantors so much of the amount paid to the Buyer as does not
exceed the amount recovered from such person less all reasonable costs, charges
and expenses incurred by the Buyer in recovering that sum from such other
person.


 


10.          If
any amount is repaid to the Warrantors by the Buyer pursuant to paragraph 9, an
amount equal to the amount so repaid shall be treated as if it shall never have
been paid by the Warrantors to the Buyer for the purposes of paragraphs 3.1 and
3.2.


 


11.          Any
payment made by the Warrantors in satisfaction of a claim for breach of the
Warranties shall be treated as a reduction of the consideration.


 


Nothing in paragraphs 7, 8 or 9 shall
require the Buyer or any member of the Watson Group to take or refrain from
taking any action which it reasonably considers would adversely affect the
goodwill or bona fide commercial interests of the Watson Group and provided
further that the failure by the Buyer or any member of the Watson Group to
comply with paragraphs 7, 8, or 9 shall only release the Seller from liability
under this Agreement to the extent that such liability is increased as a result
of the Buyer’s failure to comply as aforesaid.


 


Every limitation of liability and
restriction contained in this Schedule 9 upon the bringing of claims under the
Warranties shall apply cumulatively with, and not to the exclusion of, every
other such limitation or restriction.


 


99

















 


12.          The
Buyer represents, warrants and undertakes to the Warrantors that neither the
execution of this agreement by the Buyer nor the consummation of the
transaction as contemplated by this agreement will result in the breach of any
term, limitation or provision of the memorandum and articles of association of
the Buyer or result in a breach of any instrument by which the Buyer is bound,
or violate any order, writ, injunction, decree, statute, rule or regulation
applicable to the Buyer.


 


13.          The liability of the Warrantors in respect of any
claim under the Warranties (other than the Tax Warranties) shall cease on the
date which is 30 months after the date of Completion, except in respect of
matters which have been the subject of a bona fide written claim which is made
before that date by or on behalf of the Buyer to the Warrantors giving
reasonable details of all material aspects of the claim including the Buyer’s
bona fide estimate of the amount of the claim. 
Any such claim (if it has not previously been satisfied, settled or
withdrawn) shall be deemed to have been withdrawn unless legal proceedings in
respect of it have been commenced by both being issued and served within 12
months of such notification to the Seller.


 


14.          No limitation
placed upon the liability of the Warrantors by paragraphs this Schedule 9
(whether as to amount, time or otherwise) shall apply in relation to any claim
by the Buyer where the delay in discovery of the subject matter of the claim or
that it is claimable under the Warranties which is the consequence of any fraud
or wilful misconduct or wilful concealment of the Warrantors.


 


100

















 


Part 2


 


Limitations
under the Tax Warranties and the Tax Covenant


 


1.             The
Buyer shall not be entitled to make any claim against the Warrantors under any
of the Tax Warranties or the Tax Covenant (referred to in this Schedule in both
cases as a “Tax Claim”) unless the Buyer has given written notice of the claim
to the Warrantors specifying in reasonable detail the basis of the claim and a
reasonable estimate of the amount claimed and not later than the seventh
anniversary of completion and any claim shall be treated as having been
withdrawn (if not previously satisfied, settled or withdrawn) if proceedings
are not issued and served within 6 months after the date that notice if the
claim is given.


 


The Warrantors shall have no
liability under the Tax Warranties or the Tax Covenant


 


2.


 


(a)           if and to the extent that recovery has been made by the Buyer under any
other provision of the Agreement in respect of the same matter; or


 


(b)           to the extent that the Tax Claim is in respect of an amount actually
received for services or assets in respect of an Event after the Balance Sheet
Date which is the same as or greater than the amount deemed to have been
received for the purposes of Taxation;


 


(c)           if and to the extent that the Tax Claim would not have arisen but for an
Event after Completion by the Buyer or any Group Company of the Buyer or by any of their respective
employees agents or successors in title and which the Buyer or such other
persons knew (or ought reasonably to have known) would give rise to such Tax
Claim;


 


(d)           to the extent that the amount otherwise payable by the Warrantors arises
or is increased by reason of the Buyer breaching this Agreement or any Schedule
to it;


 


(e)           to the extent that the matter giving rise to the Tax Claim would not
have arisen but for:


 


(i)            a claim, election, surrender or disclaimer made, or notice or
consent given after Completion by the Company (other than one the making, giving
or doing of which was taken into account in computing a provision for Tax in
the Accounts or the Completion Balance Sheet) under, or in connection with, a
provision of any Tax Statute; or


 


(ii)           the Company’s failure or omission to make a claim, election, surrender
or disclaimer, or give notice or consent under, or in connection with, a
provision of any Tax Statute after Completion, the anticipated making or giving
of which was taken into account in computing the provision for Tax in the
Accounts or the Completion Balance Sheet and notified to the Buyer;


 


101

















 


(f)            to the extent that the Tax Claim arises as a result of any matter or thing done
after the date of this Deed or omitted to be done
after the date of this Deed in each case at the written request or with the
prior written approval of the Buyer;


 


(g)           to the extent that the Tax Claim is a liability which would not have
arisen but for the receipt or accrual of income, profits or gains after
Completion which income, profits or gains were not recognised or taken into
account in the Accounts or the Completion Balance Sheet in accordance with
generally accepted accounting principles;


 


(h)           to the extent that the Taxation the subject of the Tax Claim, was
discharged or satisfied whether by payment or by utilisation of any relief on
or before Completion;


 


(i)            to the extent that
the Tax Claim arises or results
from or as a consequence of a change in the date to which the Company makes up
its accounts;


 


(j)            to the extent that a relief arising on or
before Completion is available to set against the liability other than a relief
taken into account in the Accounts or the Completion Balance Sheet.


 


3.             The Buyer shall at the Warrantors’ request
procure that the Company makes all elections and claims for reliefs, save for
reliefs arising in respect of events after the date of this Agreement, to
reduce or eliminate liability for a Tax Claim under this Agreement.


 


4.             CONDUCT OF TAX CLAIMS


 


If the Warrantors shall
indemnify the Buyer to the reasonable satisfaction of the Buyer against all
liabilities, costs, damages or expenses which may be incurred, including
without limitation any additional Claim for Taxation, the Buyer shall and shall
procure that the Company shall take such action as the Warrantors may
reasonably request in writing to avoid, dispute, defend, resist, appeal or
compromise any Tax Claim (such a Tax Claim where action is so requested being
referred to in this Clause as a “Dispute”) including but not limited to
applying to postpone (so far as legally possible) the payment of any Taxation
and/or allowing the Warrantors to undertake at their own expense the conduct of
all or any proceedings of whatsoever nature arising in connection with the Tax
Claim in question PROVIDED THAT:


 


(a)           Neither the Buyer nor the Company shall be subject to any liability
to the Warrantors on the grounds that the Buyer or the Company (as the case may
be) has not complied with any of the provisions of this Clause if the Buyer or
the Company has bona fide acted in accordance with the instructions of the
Warrantors or their duly authorised agent.


 


(b)           The Buyer shall promptly provide or procure to be provided to the
Warrantors copies of all information, documents and evidence in its possession
or in the possession of the Company or any of their agents in respect of any
accounting period of the Company which may reasonably be required by the
Warrantors for the purpose of conducting a Dispute.


 


102

















 


(c)           The Buyer shall not be obliged to procure that
the Company compromises or settles any Claim or Dispute if the Buyer takes the
view that such compromise or settlement could have material adverse effects for
the Company in which event the Warrantors shall if they desire be discharged
from all liability under this Agreement and Schedules in respect of such Claim
or Dispute upon paying to the Buyer the amount which the relevant Taxation
Authority has indicated it is prepared to accept in settlement or compromise.


 


5.             REPAYMENTS OF TAX SAVINGS


 


5.1          If the Buyer or the Company at any time becomes
aware (including for the avoidance of doubt in the course of preparing
accounts, returns and Tax computations in accordance with this Deed) that a
Claim which has resulted in a payment by the Warrantors to the Buyer under this
Deed has given rise to a tax relief resulting in a liability to Taxation of the
Company or the Buyer being reduced (such reduction being a “Tax Saving”) the Buyer shall give
written details to the Warrantors as soon as reasonably practicable and the
Warrantors may upon receiving such notice request the auditors of the Company
to certify (at the expense of the Warrantors) the amount of such Tax Saving
(the “Relevant Amount”) which shall be dealt with in accordance with Clause
5.2.


 


5.2          Where pursuant to Clause 5.1 the Relevant
Amount is to be dealt with in accordance with this sub-clause:


 


(a)           the Relevant Amount shall first be set off against any payment then
due from the Warrantors in respect of a claim under the Tax Covenant or under
the Tax Warranties; and


 


(b)           to the extent that
there is an excess, a refund shall be made to the Warrantors of any previous
payment or payments made by the Warrantors under this
Agreement in respect of a claim under the Tax Covenant or under the Tax
Warranties and not previously refunded under this sub-clause, up to the amount
of such excess; and


 


(c)           to the extent that there remains any excess, such excess shall be
carried forward and set against future payments due from the Warrantors in respect of a claim
under the Tax Covenant or under the Tax Warranties.


 


5.3          If any dispute arises under this Clause 5 as to
whether there is or has been any Tax Saving such dispute shall be referred for
determination to a firm of chartered accountants agreed between the Warrantors and the Buyer and failing such agreement a
firm of independent accountants shall be nominated by the President for the time
being of the Institute of Chartered Accountants of Sweden (the “Expert”) who in
making such determination shall act as expert and not arbitrator and whose
decision shall be final and binding on the parties.  The Expert may make such enquiries as he shall think fit in order
to make such determination and shall also determine how the costs of obtaining
his opinion should be paid and borne by the parties, taking into account the
reasonableness of their respective arguments.


 


5.4          The Buyer undertakes to supply and undertakes
to procure that the Company shall supply to the Warrantors and subsequently to any firm of accountants nominated to


 


103

















 


deal
with any such dispute in accordance with Clause 5.3 (with copies to the Warrantors) all documents, accounts, notices, papers and
other necessary information as may be reasonably required for the purposes of
making such determination as to whether there is or has been any Tax Saving for
the purposes of this Clause 5 and the costs of such supply shall be borne by
the parties in the same proportion as the costs of the Expert are borne in
accordance with Clause 5.3 but, if such Expert is not nominated, by the parties
equally.


 


6.             RECOVERY FROM THIRD PERSONS


 


6.1          If, in the event of any payment being made or
becoming payable by the Warrantors in respect of a claim under the Tax Covenant
or under the Tax Warranties, the Buyer or the Company either is immediately
entitled at the due date for the making of that payment to recover (including
without limitation by way of set-off) from any person (not being the Company or
a Group Company of the Buyer but including any Tax Authority) any sum in
respect of the Tax Claim or other liability that has resulted in that payment
becoming due from the Warrantors, or at some subsequent date becomes entitled
to make such a recovery (including without limitation by way of set-off) then
the Buyer shall as soon as practicable following it becoming aware of its
entitlement notify the Warrantors and shall procure that the Company shall, if
so required by the Warrantors and at the Warrantors’ sole expense, take such
reasonable steps to enforce that recovery as the Warrantors may reasonably
require, keeping the Warrantors fully informed of the progress of any action
taken, and if the Warrantors have made a payment under the Tax Covenant or
under the Tax Warranties in respect of the Tax Claim or other liability in
question the Buyer shall repay to the Warrantors whichever is the lesser of:


 


(a)           the amount so recovered by the Buyer or the Company in respect of that
Tax Claim or other liability less any Taxation chargeable on the amount of such
recovery and less any costs and expenses not previously recovered from the
Warrantors; and


 


(b)           the amount paid by the Warrantors under the Tax Covenant or under the
Tax Warranties in respect of that Tax Claim or other liability in question


 


PROVIDED that any amount so
recovered which is not repaid to the Warrantors under this Clause shall be set
against the liability of the Warrantors in respect of any future claims under
this Agreement.


 


7.             TAX RETURNS


 


7.1          Unless the parties otherwise agree in writing,
the Warrantors or its duly authorised agents shall at the cost and expense of
the Company be entitled to prepare the Tax returns and computations of the
Company for all accounting periods, VAT prescribed accounting periods or other
relevant periods ending on or before the date of Completion.


 


7.2          The Buyer shall procure that the Company shall
cause the returns and computations (and all related claims, elections and
notifications) referred to in Clause 7.1 above to be authorised, signed and
submitted to the appropriate Taxation Authority within the prescribed time
limits without amendment.


 


104

















 


7.3          The Warrantors or their duly authorised agents
shall be entitled to prepare all documentation and shall have conduct of all
matters (including correspondence) relating to the agreement of the Tax returns
and computations of the Company for all accounting periods, VAT prescribed
accounting periods or other relevant periods ending on or prior to the date of
Completion with the appropriate Tax Authority.


 


7.4          The Buyer or its duly authorised agents shall
be entitled to prepare the Tax returns and computations of the Company for the
accounting period, VAT prescribed accounting period or other relevant period in
which Completion occurs and shall submit draft copies of such Tax returns and
computations to the Warrantors for their comments not less than 20 (10 in
respect of VAT returns) Business Days prior to the date on which such returns
and computations must be submitted to the relevant authority and the Buyer
agrees to incorporate all reasonable comments of the Warrantors received within
15 (10 in respect of VAT returns) Business Days after draft copies have been
sent to it to the extent that they relate to Events occurring on or before
Completion. The Buyer shall have the conduct of agreeing with the Tax Authority
such Tax returns after submission thereof but where the matter to be agreed may
affect the Warrantors’ liability under this Agreement the Buyer shall inform the Warrantors thereof prior to
agreeing the same and shall take proper notice of all reasonable
representations which the Warrantors may make.


 


7.5          The Buyer shall provide or procure to be
provided to the Warrantors such access to books, accounts and records (during
normal business hours upon prior written notice) and copies of all information,
documents and evidence in its possession or in the possession of its agents or
the Company in respect of any accounting period or prescribed accounting period
of the Company which may reasonably be requested by the Warrantors for the
purposes of this paragraph.


 


105

















 


SCHEDULE 10


 


LIST OF DISCLOSURE DOCUMENTS


 


	
  File

  	
   

  	
  Description

  
	
  1

  	
   

  	
  Commercial Agreements (I)

  
	
   

  	
   

  	
  Development Agreements

  
	
   

  	
   

  	
  1.1 Amarin Development AB (“ADAB”) and Camurus AB
  dated 29th September 2001.(including Schedule)

  
	
   

  	
   

  	
  1.2 ADAB and Microdrug AG dated 9th May
  2001.

  
	
   

  	
   

  	
  1.3 ADAB and Pharmacia AB dated 28th
  August 2001.

  
	
   

  	
   

  	
  1.4 ADAB and Hormos Medical Ltd dated 14th
  February 2003; (FC-1271a).

  
	
   

  	
   

  	
  1.5 ADAB and Hormos Medical Ltd dated 24th
  August 2001 (HM-101).

  
	
   

  	
   

  	
  1.6 ADAB and Hormos Nutraceutical Ltd dated 24th
  August 2001 (HM-3000).

  
	
   

  	
   

  	
  1.7 ADAB and Neurosearch A/S dated 11th
  February 2002 (NS 3728).

  
	
   

  	
   

  	
  1.8 ADAB and Takeda Chemical Industries, Ltd dated
  30th May 2003.(including Schedule)

  
	
   

  	
   

  	
  1.8a ADAB and ACADIA Pharmaceuticals Inc. 16th
  May 2003(including side letter dated 8th August 2003)

  
	
   

  	
   

  	
  1.8 b ADAB and Hexel Pharmaforschung GmbH dated 17th
  February 2003

  
	
   

  	
   

  	
  Collaboration Agreements

  
	
   

  	
   

  	
  1.9 ADAB and Nanocarrier Co. Ltd dated 25th
  December 2002.

  
	
   

  	
   

  	
  1.10 ADAB and Eiffel Research and Development Pty
  Limited dated 17th April 2002.

  
	
   

  	
   

  	
  1.11 ADAB and Cellgate, Inc., dated August 7th
  2002.

  
	
   

  	
   

  	
  Analytical Services Agreement

  
	
   

  	
   

  	
  1.12. ADAB and Clinical Data Care in Lund AB dated 7th
  December 2001.

  
	
   

  	
   

  	
  1.13 ADAB and Eli Lilly Sweden AB dated 16th
  September 2001.

  
	
   

  	
   

  	
  1.14 ADAB and Kissei Pharmaceutical Co., Ltd dated
  24th January 2002.

  
	
   

  	
   

  	
  1.14a ADAB and Kissei Pharmaceutical Co., Ltd dated
  3rd January 2003

  
	
   

  	
   

  	
  Diltiazem-”once a day” Agreements

  
	
   

  	
   

  	
  1.15 Development and License agreement made between
  ADAB and Tanabe Seiyaku., Ltd (“Tanabe”) dated 19th November 1986.

  
	
   

  	
   

  	
  1.16 ADAB and Tanabe dated 24th October
  1998.

  
	
   

  	
   

  	
  1.17 Collaboration and License Agreement made
  between ADAB and Tanabe dated 24th January 1991 (“1991 Agreement”)
  together with amendments.

  
	
   

  	
   

  	
  1.18 License Agreement made between ADAB and Tanabe
  dated 30th August 1996.

  
	
   

  	
   

  	
  1.19 Agreement for Diltiazem “once a day”
  formulation dated 24th October 1988.

  
	
   

  	
   

  	
  1.20 Memorandum on 180mg Diltiazem “once a day”
  formulation.

  
	
   

  	
   

  	
  1.21 Memorandum on assignment of the 1991 Agreement
  dated 14th February 2002.

  
	
   

  	
   

  	
  1.21a Supply Agreement between ADAB and Douglas
  Pharmaceuticals Limited dated 1st August 1994

  
	
   

  	
   

  	
  1.21b Supply and distribution Agreements dated 28th
  October 1997 & 28th March 1998 between ADAB and Triomed(PTY)
  Ltd

  
	
   

  	
   

  	
  Diltiazem-”twice a day” Agreements

  
	
   

  	
   

  	
  1.22 Memorandum on Diltiazem “twice a day” for Italy
  made between ADAB and Tanabe dated 27th May 1988.

  
	
   

  	
   

  	
  1.23 Agreement dated ADAB and Sigma-Tau Industrie
  Farmaceutiche S.p.A dated 22nd July 1988 together with Amendments.

  
	
   

  	
   

  	
  1.24 Manufacture and Supply Agreement made between
  Laboratorios Dr. Esteve

  



 


106

















 


	
   

  	
   

  	
  S.A.,(1) ADAB (2),Tanabe Europe S.A (3) and Tanabe
  (4) dated 12th June, 1989.

  
	
   

  	
   

  	
  1.25 Memorandum agreement made between ADAB (1),
  Tanabe (2) for Synthelabo, France dated 31st August 1989.

  
	
   

  	
   

  	
  1.26 Memorandum on Diltiazem “twice a day” for
  Greece made between ADAB and Tanabe dated 27th May 1988.

  
	
   

  	
   

  	
  1.27 Agreement dated 3rd April made
  between ADAB and A/S Ferroscan (Novo Nordisk) together with amendments.

  
	
   

  	
   

  	
  1.28 Addendums one-ten and Memoranda to Diltiazem
  “twice a day” Agreements and Memorandums made between ADAB and Tanabe dated
  20th June 1990.

  
	
   

  	
   

  	
  1.29 Memorandum on Diltiazem “twice a day” for
  Taiwan dated 28th October 1991.

  
	
   

  	
   

  	
  1.30 License Agreement dated 4th February
  1992 made between ADAB and Kabi Pharmaceuticals AB.

  
	
   

  	
   

  	
  1.31 Memorandum Agreement dated 27th May
  1992 for Italy made between ADAB and Tanabe.

  
	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Commercial Agreements (II)

  
	
   

  	
   

  	
  2.1 Purchase Agreement dated 2nd January
  1990 made between Sylatec and ADAB.

  
	
   

  	
   

  	
  2.2 Manufacturing Agreement dated 2nd
  January 1990 between Sylatec and ADAB.

  
	
   

  	
   

  	
  2.3 Memorandum Agreement dated 2nd June 1995 made
  between ADAB and Synthelabo.

  
	
   

  	
   

  	
  2.4 License agreement dated 30th August
  1996 made between ADAB and Tanabe.

  
	
   

  	
   

  	
  2.5 Multipor Coating supply agreement dated 30th
  August 1996 made between Tanabe and ADAB.

  
	
   

  	
   

  	
  2.6 Exclusive agreement to negotiate dated 30th
  May 1996 made between Tanabe and ADAB.

  
	
   

  	
   

  	
  2.7 Supply Agreement dated 1st August
  1994 made between ADAB and Douglas Pharmaceuticals Limited.

  
	
   

  	
   

  	
  2.7a Contract manufacturing agreement between ADAB
  and QPharma

  
	
   

  	
   

  	
  2.7b Manufacturing Agreement between Pharmacia and
  ADAB dated 4th February 1992.

  
	
   

  	
   

  	
  Rhotard Morphine Agreements

  
	
   

  	
   

  	
  Canada

  
	
   

  	
   

  	
  2.8 License Agreement dated 11th October
  1991 made between Ethical Pharmaceuticals (U.K.) Limited (formerly Ethical
  Pharmaceuticals limited) (“EPUK”) and Drug Royalty Corporation Inc. (formerly
  Ethical Pharmaceuticals North America Inc.) (“DRC”) (“DRC License”) and
  License Agreement Amending Agreement dated 30th April 1996
  amending DRC License.

  
	
   

  	
   

  	
  2.9 (Sub) License Agreement dated 4th
  November 1996 made between DRC and Paladin Labs Inc (“Paladin”).

  
	
   

  	
   

  	
  2.10 Manufacturing and distribution Agreement dated
  4th November 1996 made between Paladin and Pharmascience Inc.

  
	
   

  	
   

  	
  2.11 Supply and Manufacturing Agreement dated 4th
  November 1996 made between Pharmascience and EPUK. (together with side letter
  agreement dated October 14th 2003)

  
	
   

  	
   

  	
  Northern Europe/Eastern Block

  
	
   

  	
   

  	
  2.12 License agreement dated 1st August
  1988 made between DAK-Laboratoriet A/S (“Nycomed”) and EPUK together with
  amendments and supplements.

  
	
   

  	
   

  	
  2.13 License agreement dated 30th October
  1989 made between Lundbeck A/S (“Nycomed”) and EPUK together with amendments
  and supplements.

  



 


107

















 


	
   

  	
   

  	
  UK

  
	
   

  	
   

  	
  2.14 License Agreement dated 15th May
  2002 made between Waymade Healthcare PLC and ADAB.(together with Trade Mark
  License dated 1st January 2003 made between EPUK and Amdipharma
  AG)

  
	
   

  	
   

  	
  Australia

  
	
   

  	
   

  	
  2.15 License Agreement dated 3rd August
  2003 made between Australian Generics Pty Limited and ADAB.

  
	
   

  	
   

  	
  Argentina

  
	
   

  	
   

  	
  2.16 Supply and Manufacturing Agreement dated
  February 26th 2003 made between ADAB and Searle Argentina SRL.

  
	
   

  	
   

  	
  South Africa

  
	
   

  	
   

  	
  2.17 Supply and Distribution Agreement dated 18th
  March 1998 made between EPUK and Research Ethicals (PTY) Limited.

  
	
   

  	
   

  	
  2.17aLicense Agreement dated
  22nd December 1992 made between Ethical Pharmaceuticals Limited and
  Prodesfarma SA (Rhotard Morphine Spain and Portugal);

  
	
   

  	
   

  	
  2.17b Supply and License
  Agreement dated 8th February 1993 made between Ethical
  Pharmaceuticals Limited and Delta West PTY Limited(Rhotard Morpine and New
  Zealand);

  
	
   

  	
   

  	
  Glipizide ER

  
	
   

  	
   

  	
  2.18 Multi Product and Transfer, Development and
  License Agreement dated 30th August 1994 made between Amarin
  Corporation plc and Watson Pharmaceuticals, Inc. together with letter
  agreements and Amendments.

  
	
   

  	
   

  	
  General

  
	
   

  	
   

  	
  2.19 Multipor supply agreement  to be made beween Amarin and Du PontSverige AB and DuPont’s regional affiliate
  DuPont Chemoswed

  
	
   

  	
   

  	
  2.20 License Agreement (and Amendment) dated May 31st
  2002 made between ADAB and Athpharma Limited.

  
	
   

  	
   

  	
  2.21 Delivery Contract dated 12th March
  2003 made between ADAB and Apoteket

  
	
   

  	
   

  	
  2.22 Laboratory services Agreement dated 12th
  November 1998 made between Amarin Corporation plc (formerly Ethical Holdings
  plc) and ADAB

  
	
   

  	
   

  	
  2.23 Agreement between Custom Pharmaceuticals
  Limited (1) and ADAB for the manufacture and supply of Rhotard Morphine

  
	
   

  	
   

  	
  2.24 Agreement between ADAB and Amarin Corporation
  plc dated 5th April 2000

  
	
   

  	
   

  	
  2.25 License Agreement between Amarin Corporation
  plc and ADAB 3rd August 2001

  
	
   

  	
   

  	
  2.26 Agreement between Ethical Holdings Limited and
  Leslie John Pryce dated 4th December 1992

  
	
   

  	
   

  	
  2.27 Agreement dated 12th November 1998
  made between Amarin Corporation plc (formerly Ethical Holdings plc) and ADAB

  
	
   

  	
   

  	
  2.28 Assignment of patents dated 27th
  July 2001 made between EPUK and Amarin Corporation plc

  
	
   

  	
   

  	
  2.29 Agreement dated 12th November 1998
  made between Amarin Corporation plc (formerly Ethical Holdings plc) and ADAB
  relating to Tanabe

  
	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Corporate Legal Matters

  
	
   

  	
   

  	
  3.1 Certificate of Incorporation for Gacell Holdings
  Aktiebolag (S)

  
	
   

  	
   

  	
  Certificate of Incorporation for Amarin Development
  Aktiebolag (S)

  
	
   

  	
   

  	
  3.2 Articles of Association for Amarin Development
  AB (S)

  
	
   

  	
   

  	
  3.3 Minutes of Amarin Development AB Board
  (1999-2003)

  
	
   

  	
   

  	
  3.4 Rules of Procedure for the Amarin Development AB
  Board

  
	
   

  	
   

  	
  3.5 Minutes of Amarin Development AB AGM (1999-2003)
  (S)

  



 


108

















 


	
   

  	
   

  	
  3.6 Minutes of Gacell Holdings Board (1999-2003)

  
	
   

  	
   

  	
  3.7 Minutes of Gacell Holdings AGM (1999-2003)

  
	
   

  	
   

  	
  3.8  Articles
  of Association for Gacell Holdings AB

  
	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  Financial

  
	
   

  	
   

  	
  Statutory Accounts

  
	
   

  	
   

  	
  4.1 Amarin Development AB Statutory Accounts
  (1998-2002) (S)

  
	
   

  	
   

  	
  PWC Audit
  Reports (1999-2002)

  
	
   

  	
   

  	
  Financial Reports

  
	
   

  	
   

  	
  4.2 2003 Amarin Development AB Management Accounts

  
	
   

  	
   

  	
  4.3 2002 Amarin Development AB Consolidation Pack

  
	
   

  	
   

  	
  4.4 2002 Amarin Development AB Management Accounts

  
	
   

  	
   

  	
  4.5 2001 Amarin Development AB Consolidation Pack

  
	
   

  	
   

  	
  4.6 2001 Amarin Development AB Management Accounts

  
	
   

  	
   

  	
  Budgets and Forecast

  
	
   

  	
   

  	
  4.7 Amarin Development AB Budget Pack 2003

  
	
   

  	
   

  	
  4.8 Amarin Development AB Budget Pack 2002

  
	
   

  	
   

  	
  4.9 Amarin Development AB Budget Pack 2001

  
	
   

  	
   

  	
  4.10 2003 Amarin Development AB Forecast
  (incorporating actuals to July)

  
	
   

  	
   

  	
  Auditors Report

  
	
   

  	
   

  	
  4.11 Completion Memorandum for the audit of the
  years ending 31 December 1999,2000,2001,2002.

  
	
   

  	
   

  	
  4.12 Gacell Holdings AB Annual Reports
  for,2000,2001,2002

  
	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Balance Sheet Items and Other

  
	
   

  	
   

  	
  5.1 Fixed Asset Register(S)

  
	
   

  	
   

  	
  5.2 Schedule of Leased Assets

  
	
   

  	
   

  	
  5.3 ADAB Balance Sheet as at 30 September 2003 and
  supporting Schedules

  
	
   

  	
   

  	
  5.4 Svenska Banking Facility Agreements

  
	
   

  	
   

  	
  5.5 Finance Lease Agreements

  
	
   

  	
   

  	
  5.6 ADAB Manufacturing Revenue — Gross Margin
  Reports by Month 2002 and 2003

  
	
   

  	
   

  	
  5.7 Bank Account details

  
	
   

  	
   

  	
  5.8 Domain Name application

  
	
   

  	
   

  	
  5.9Bank Statements September, October 2003 and cash
  Book October and September 2003

  
	
   

  	
   

  	
  5.10  Letter
  from Handelsbanken Finans to Setterwalls dated 16th October 2003
  related to Finance Leases

  
	
   

  	
   

  	
  5.11  Letter
  from Handelsbanken Finans to Setterwalls dated 16th October 2003
  related to Overdraft

  
	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  Taxation and Insurance

  
	
   

  	
   

  	
  6.1 Amarin Development AB Corporation Tax
  Submissions (1999-2003)(S)

  
	
   

  	
   

  	
  6.2 Amarin Development AB Corporate Taxation
  Statements (1998-2003)(S)

  
	
   

  	
   

  	
  6.3 Key Insurance Policies (S)

  
	
   

  	
   

  	
  6.4 Gacell Holdings AB Corporation Tax Submissions
  2001,2002,2003

  
	
   

  	
   

  	
  6.5 VAT registration

  
	
   

  	
   

  	
  6.6 VAT 1998-2003

  
	
   

  	
   

  	
  6.7  Decision
  from tax authorities re social security fees

  



 


109

















 


	
   

  	
   

  	
  6.8  Trade
  debtor 2003/04

  
	
   

  	
   

  	
  6.9  Trade
  debtor 2002/04

  
	
   

  	
   

  	
  6.10  Trade
  debtor 2001/04

  
	
   

  	
   

  	
  6.11Trade debtor 2000/04

  
	
   

  	
   

  	
  6.12 Trade debtor 1999/04

  
	
   

  	
   

  	
  6.13 Trade Creditor 2003/04

  
	
   

  	
   

  	
  6.14 Trade Creditor 2002/04

  
	
   

  	
   

  	
  6.15 Trade Creditor 2001/04

  
	
   

  	
   

  	
  6.16 Trade Creditor 2000/04

  
	
   

  	
   

  	
  6.17 Trade Creditor 1999/04

  
	
   

  	
   

  	
  6.18 Income Tax/Month

  
	
   

  	
   

  	
  6.19 Tax Debt 2002

  
	
   

  	
   

  	
  6.20 Intercompany Transactions

  
	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  Business, Evnironmental Matters,
  Patents and Trademarks

  
	
   

  	
   

  	
  7.1 Lundvagen 151, Malmo leases (S)(including
  Landlords comfort letter)

  
	
   

  	
   

  	
  7.2 Pharmaceutical Licenses, Permits, Environmental
  Reports

  
	
   

  	
   

  	
  7.3 Schedule of Amarin “Drug Delivery” patents and
  trademarks &Patent Attorneys details

  
	
   

  	
   

  	
  7.4  Applied
  BioSystems/LIMS IT contract

  
	
   

  	
   

  	
  7.5 Perkin Elmer /TurboChrom server software licence

  
	
   

  	
   

  	
  7.6 AEC/Primavera software agreement and licence

  
	
   

  	
   

  	
  7.7 Symantec Antivirus software agreement and licence

  
	
   

  	
   

  	
  7.8 Watchguard Certificate

  
	
   

  	
   

  	
  7.9 Wordfinder IT software licence

  
	
   

  	
   

  	
  7.10 Server Leases with Handlesbanken Finans AB

  
	
   

  	
   

  	
  7.11 Elan Corporation deed of release dated 14th
  October 2003

  
	
   

  	
   

  	
  7.12 Elan Corporation indemnity dated 17th
  October 2003 (together with side letter dated 21 October 2003)

  
	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  Employees and Compensation

  
	
   

  	
   

  	
  8.1 Schedule of employees, job title, commencement
  date, age, sex, monthly salary (SEK) and emoluments.

  
	
   

  	
   

  	
  8.2 Contracts of employment (S).

  
	
   

  	
   

  	
  8.3 Union/Collective Agreements.

  
	
   

  	
   

  	
  8.4 Consultancy Agreements.

  
	
   

  	
   

  	
  8.5 Contract of Employment for Steffan Ohlsson
  (including pension side letter) and Ken Downie

  
	
   

  	
   

  	
  8.6 Swedish stock options

  
	
   

  	
   

  	
  8.7 Salary increase 1st April 2003

  
	
   

  	
   

  	
  8.8 Staff handbook

  
	
   

  	
   

  	
  8.9 The Ethical Holdings 1999 Discretionary Share Option Scheme

  
	
   

  	
   

  	
  8.10 Amarin Corporation Plc 2002 Stock Option Plan

  
	
   

  	
   

  	
  8.11 Overview of Amarin Development Organisational
  Structure (summaries of Senior Management)

  



 


110

















 


SCHEDULE 11


 


NOVATION/ASSIGNMENT CONTRACTS


 


	
  1.

  	
   

  	
  License Agreement dated 11th October 1991
  made between Ethical Pharmaceuticals (U.K.) Limited (formerly Ethical
  Pharmaceuticals limited) (“EPUK”) and Drug Royalty Corporation Inc. (formerly
  Ethical Pharmaceuticals North America Inc.) (“DRC”) (“DRC License”) and
  License Agreement Amending Agreement dated 30th April 1996
  amending DRC License.

  
	
  2.

  	
   

  	
  (Sub) License Agreement dated 4th
  November 1996 made between DRC and Paladin Labs Inc (“Paladin”).

  
	
  3.

  	
   

  	
  Manufacturing and distribution Agreement dated 4th
  November 1996 made between Paladin and Pharmascience Inc.

  
	
  4.

  	
   

  	
  Supply and Manufacturing Agreement dated 4th
  November 1996 made between Pharmascience and EPUK.

  
	
  5.

  	
   

  	
  License agreement dated 1st August 1988
  made between DAK-Laboratoriet A/S and EPUK together with amendments and
  supplements.

  
	
  6.

  	
   

  	
  License agreement dated 30th October 1989
  made between Lundbeck A/S and EPUK together with amendments and supplements.

  
	
  7.

  	
   

  	
  Supply
  and Distribution Agreement dated 18th March 1998 made between EPUK
  and Research Ethicals (PTY) Limited.

  
	
  8.

  	
   

  	
  Agreement between Ethical Pharmaceuticals Limited and Prodesfarma

  
	
  9.

  	
   

  	
  Agreement between Ethical Pharmaceuticals Limited and Delta West

  
	
  10.

  	
   

  	
  Consultancy agreement between Amarin Corporation plc and Tipharmas
  & Co (Ted Takada/Japan) dated 22nd March 2002

  



 


CONTRACTS FOR TERMINATION


 


	
  1.

  	
   

  	
  Multi Product and Transfer, Development and License
  Agreement dated 30th August 1994 made between Amarin Corporation
  plc and Watson Pharmaceuticals, Inc.together with letter agreements and
  Amendments.

  
	
  2.

  	
   

  	
  Laboratory services Agreement dated 12th November 1998
  made between Amarin Corporation plc (formerly Ethical Holdings plc) and ADAB

  
	
  3.

  	
   

  	
  Agreement between ADAB and Amarin Corporation plc dated 5th
  April 2000

  
	
  4.

  	
   

  	
  Agreement dated 12th November 1998 made between Amarin
  Corporation plc (formerly Ethical Holdings plc) and ADAB relating to Tanabe

  
	
  5.

  	
   

  	
  Agreement dated 12th November 1998 made between Amarin
  Corporation plc (formerly Ethical Holdings plc) and ADAB

  
	
  6.

  	
   

  	
  Assignment of patents dated 27th July 2001 made between
  EPUK and Amarin Corporation plc

  



 


111

















 


	
  7.

  	
   

  	
  License Agreement between Amarin Corporation plc and ADAB 3rd
  August 2001

  



 


112

















 


SIGNATORIES


 


 


	
  Signed by

  	
   

  
	
   

  	
   

  
	
  and

  	
  (Director)

  
	
   

  	
   

  
	
  for AMARIN
  PHARMACEUTICALS

  	
   

  
	
  COMPANY LIMITED

  	
  (Director/Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by

  	
   

  
	
   

  	
   

  
	
  and

  	
  (Director)

  
	
   

  	
   

  
	
  for AMARIN
  CORPORATION PLC

  	
   

  
	
   

  	
  (Director/Secretary)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by 

  	
   

  
	
   

  	
   

  
	
  for LANGRUMMET DECEMBER NR 911

  AB (under name change to WP HOLDINGS, AB)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signed by

  	
   

  
	
   

  	
   

  
	
  for WATSON
  PHARMACEUTICALS INC.

  	
   

  



 


113