ex4_86.htm


    

      EXHIBIT
4.86

      


      


      


      


      Dated  February
23, 2009

      


      


      


       SUPPLY
AGREEMENT

      


      


      BETWEEN

      


      (1)           Nisshin
Pharma Inc. (“Nisshin”)

      


      AND

      


      (2)           Amarin
Pharmaceuticals (Ireland) Ltd. (“Amarin”)

      


      


      


      


      
        	
                1

              	
                DEFINITIONS

              	
                2

              
	
                2

              	
                DUTIES

              	
                3

              
	
                3

              	
                ORDER,
      ACCEPTANCE AND DELIVERY

              	
                4

              
	
                4

              	
                ROLLING
      FORECAST

              	
                5

              
	
                5

              	
                PRICE
      AND MILESTONE PAYMENTS

              	
                6

              
	
                6

              	
                WORKING
      GROUP

              	
                7

              
	
                7

              	
                TECHNICAL
      AGREEMENT

              	
                7

              
	
                8

              	
                LONG-TERM
      SUPPLY AGREEMENT

              	
                7

              
	
                9

              	
                TECHNOLOGY
      TRANSFER

              	
                7

              
	
                10

              	
                WARRANTIES

              	
                8

              
	
                11

              	
                SHIPPING
      TERM / TITLE AND RISK

              	
                9

              
	
                12

              	
                CONFIDENTIAL
      INFORMATION

              	
                9

              
	
                13

              	
                FORCE
      MAJEURE

              	
                11

              
	
                14

              	
                TERM

              	
                11

              
	
                15

              	
                TERMINATION

              	
                11

              
	
                16

              	
                CONSEQUENCES
      OF TERMINATION

              	
                12

              
	
                17

              	
                ASSIGNMENT

              	
                12

              
	
                18

              	
                MISCELLANEOUS

              	
                12

              


      

      


      


      Certain
portions of this Exhibit have been omitted pursuant to a request for
“Confidential Treatment” under Rule 24b-2 of the Securities and Exchange
Commission.  Such portions have been redacted and bracketed in the
request and appear as [*] in the text of this Exhibit.  The omitted
confidential information has been filed with the Securities and Exchange
Commission.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SUPPLY
AGREEMENT

      


       

      


       

      THIS AGREEMENT (hereinafter
the "Agreement") is made
as of February 23, 2009 (hereinafter the "Commencement
Date")

       

      BETWEEN:

       

      Nisshin Pharma, Inc., whose
head office is at 25, Kanda-Nishiki-cho 1-chome, Chiyoda-ku, Tokyo 101-8441
JAPAN ("Nisshin")

       

      AND

       

      Amarin Pharmaceuticals (Ireland)
Ltd., whose head office is at First Floor, Block 3, The Oval, Shelbourne
Road, Ballsbridge, Dublin 4, Ireland ("Amarin")(Nisshin and Amarin
each a "Party," collectively, the "Parties")

       

      WITNESSETH:

       

      WHEREAS, Amarin is developing
products for the treatment of certain human diseases (hereinafter referred to as
the “Drug”).

       

      WHEREAS, the Parties entered
into that certain agreement on October 27, 1999 (the "1999 Agreement") for the
supply of ethyl-eicosapentaenoate (“E-EPA”) in bulk style (hereinafter referred
to as “Products”, as further defined below), from Nisshin to Amarin, for the
purposes of conducting clinical trials within the CNS (Central Nervous System)
field, to provide the Products to Amarin to be used as the active pharmaceutical
ingredient for the Drug and for submission to regulatory bodies for approval.
(The 1999 Agreement was originally made and entered into between Nisshin Flour
Milling Co., Ltd., a Japanese corporation, the parent company of Nisshin at that
time, and Laxdale Limited, a Scottish company, now known as Amarin Neuroscience
Limited due to the corporate take-over closed on October 8, 2004 by Amarin
Corporation plc, and the duties and obligations under the 1999 Agreement were
transferred by assignment to the Parties, by Nisshin Flour Milling Co., Ltd. to
Nisshin on July 2, 2001; and by Amarin Neuroscience Limited to Amarin on
November 15, 2005.)

       

      


      [
*** 3 lines omitted ***]

      


      


      WHEREAS, upon Amarin’s request
and after discussion with Amarin, Nisshin agreed to extend the 1999 Agreement
for a further three years in 2005, which resulted in the execution of that
certain agreement of November 15, 2005, under which the supply of the Products
was extended until June 6, 2008, as well as Nisshin agreed to cooperate with
Amarin, including but not limited to, for dealing with FDA
inspections.

      


      WHEREAS, upon expiration of
the extended period of supply, further discussions between the Parties occurred,
and, as a result of such discussions, Nisshin is willing to agree to further
cooperate with Amarin by continuing the current supply and providing assistance
related to

       

      

        

      

       

        CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS [*] DENOTE SUCH OMISSIONS.

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      FDA
inspections for a certain period of time for the use of the Drug, and during
which period Nisshin and Amarin will conduct a joint-analysis of the feasibility
of a long-term supply relationship.

       

      NOW, THEREFORE, THE
PARTIES  AGREE as follows:

       

      
        	
                1  

              	
                DEFINITIONS

              


      

       

      
        	
                1.1  

              	
                In
      this Agreement the following definitions shall apply, unless the context
      requires otherwise:

              


      

       

      "Confidential Information"
includes information related to the Specifications and the Products, as well as
any other information of a technical, operational, administrative, financial or
business nature, know-how, data and any other proprietary information in any
form, that is (a) disclosed (intentionally or unintentionally) by one Party to
the other Party and (b) not publicly known.  It does not include
information which is in the public domain, information which was made public
through no breach of this Agreement, information which is independently
developed by a receiving party without access to or use of the proprietary
information of the disclosing party, as evidenced by such party's records, or
information that became available to a receiving party on a non-confidential
basis, whether directly or indirectly, from a source other than the other party
hereto, which source did not acquire this information on a confidential
basis.

       

      "Change of Control"  means:

       

      
        	
                (i)  

              	
                in
      relation to either Nisshin or Amarin, to a change in ownership or control
      of more than 40% of the voting rights in Nisshin or Amarin;
      and

              


      

       

      
        	
                (ii)  

              	
                in
      relation to Nisshin, to any other change in the ownership or control of
      the business of Nisshin related to the manufacture of the Products or any
      change in the ownership or control of the manufacturing site(s) of Nisshin
      at which the Products are
manufactured.

              


      

       

      The
Parties agree that further investments by the Amarin’s current investors
specified in the Schedule
Four would not
represent a Change of Control under this Agreement.

      


      The
Parties also agree that any transaction with a Potential Partner who was
disclosed this Agreement pursuant to Clause 12.9  will not represent a
Change of Control under this Agreement.

      


      "Destination" means the place
designated by Amarin to which the Product shall be transported from
Japan.

       

      "DMF" means Drug Master File,
as defined in (i) the CFR (US Code of Federal Regulations 21, as amended from
time to time) and/or (ii) its equivalent in the EU.

       

      "EMEA" means the European
Medicines Agency or any other successor agency whose approval is necessary to
market the Drug in the EU.

       

      "E-EPA" means ethyl eicosapentaenoate and is
described as “EPA-E” in the submitted DMFs.

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


       

      “EU” means the Member States of
the European Union, as same may change from time to time in terms of Member
States.

       

      "FDA" means the United States
Food and Drug Administration or any other successor agency whose approval is
necessary to market the Drug in the USA.

       

      "cGMP" means current Good
Manufacturing Practice as defined in (i) the FFDCA (US Federal Food, Drug and
Cosmetic Act of 1934, and the regulations promulgated thereunder, as may be
amended from time to time) and/or (ii) its equivalent rules in EU.

       

      "Long-Term Supply Agreement"
means an agreement which is under discussion between the Parties for the
supply of the Products after April 1, 2012 based on the discussions of the
Working Group.

       

      "Marketing Approval" means the
final approval to market the Products for the application to human diseases
including Huntington's Disease, Cardiovascular Disease or hypertriglyceridemia
in any country within the Territory.

       

      "Milestone Payments" means
those payments to be made by Amarin to Nisshin as specified in Schedule One.

       

      "Minimum Purchase
Requirements" means the minimum amount of Products that Amarin shall
purchase from Nisshin as specified in Schedule One.

       

      A "person" includes any natural
person, partnership, company, and unincorporated association.

       

      "Prices" means the prices of
Products inclusive of costs and expenses for raw materials, intermediates and
packaging components and includes Mid-Tier Price and Top Tier Price as defined
in Schedule One.  The Prices are specified in Schedule One.

       

      "Products" means those
products listed in Schedule
Two by agreement between the Parties in writing.

       

      "Specifications" means each of
the specifications for the Products provided by Nisshin to Amarin and annexed in
Schedule Three, as
amended from time to time by agreement between the Parties in
writing.

       

      "Technical Agreement" means an
agreement to be executed between the Parties pursuant to Clause 7 which governs,
inter alia, the responsibilities of each party as regards quality matters
relating to the Products.

       

      "Territory" means all the
countries of the world except Japan.

       

      "US” or “USA” means the United
States of America.

       

      


      


      
        	
                2  

              	
                DUTIES

              


      

       

      
        	
                2.1  

              	
                During
      the term of this Agreement, Nisshin shall manufacture at its manufacturing
      plant, and supply to Amarin its requirements of the Products pursuant to
      the terms and

              


      

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      conditions
of this Agreement.

       

      
        	
                2.2  

              	
                Nisshin
      shall not knowingly export, sell or distribute the Products to any company
      who sell or distribute E-EPA in the
Territory.

              


      

       

      
        	
                2.3  

              	
                This
      Agreement does not impose any restriction of any nature on Amarin
      obtaining a supply of E-EPA from suppliers other than Nisshin or from
      itself manufacturing E-EPA.

              


      

       

      
        	
                2.4  

              	
                Nisshin
      shall ensure that the Products meet the
  Specifications.

              


      

       

      
        	
                2.5  

              	
                Amarin
      shall purchase the Minimum Purchase Requirements of the Products from
      Nisshin as specified in Schedule
One.

              


      

       

      
        	
                2.6  

              	
                Amarin
      shall make sure that all payments for these purchases are made without
      delay.

              


      

       

      
        	
                2.7  

              	
                Nisshin
      shall provide reasonable assistance to Amarin for the purpose of Amarin's
      import clearances in respect of the
Products.

              


      

       

      
        	
                2.8  

              	
                Regulatory

              


      

       

      
        	
                2.8.1  

              	
                Save
      as otherwise agreed in writing with Amarin, Nisshin shall maintain the US
      DMF and the EU DMF currently in
place.

              


      

       

      Nisshin
may, at its own discretion, authorise Amarin to reference Nisshin’s DMF, as
described herein, with any relevant government health authority to the extent
that Nisshin agrees such reference is necessary to enable Amarin to file
regulatory applications and to maintain any Marketing Approval or other
regulatory approval.

       

      
        	
                2.8.2  

              	
                Each
      party shall promptly notify the other party of any notification received
      from a regulatory agency, such as a relevant government health authority,
      to conduct an inspection of the manufacturing site(s) or other facilities
      used by Nisshin in the development, manufacturing, packaging, storage or
      handling of the Product.  Copies of all applicable
      correspondence with the regulatory agency will be provided to the other
      party.

              


      

       

      
        	
                2.8.3  

              	
                Nisshin
      shall make that portion of its facility where the Products are
      manufactured, tested or stored, including related record and reference
      samples, available for:

              


      

       

      (i)         inspection
by a relevant governmental agency; or

       

      (ii)         audit
by Amarin's employees, agents or contractors upon Nisshin’s prior consent to
such audit.

       

      Nisshin
shall fully co-operate with any inspection hereunder and provide necessary
information and documents as may reasonably be required.

       

      
        	
                2.8.4  

              	
                Following
      full consultation with Amarin, Nisshin will be responsible for responding
      to any notifications or inspections concerning the supply of the Product
      by the FDA or EMEA.

              


      

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
      

       

      
        	
                3  

              	
                ORDER,
      ACCEPTANCE AND DELIVERY

              


      

       

      
        	
                3.1  

              	
                Amarin
      may, at any time, but no later than ninety (90) days before the specified
      date of shipment of the Products, issue to Nisshin individual purchase
      orders ("Order") for the Products to be delivered to
      Amarin.  Each Order, upon acceptance by Nishhin, shall
      constitute a definitive individual contract for the sale and delivery of
      Products. Nisshin shall issue an acceptance or rejection of the Order
      within two (2) weeks from Nisshin’s receipt of the
  Order.

              


      

       

      
        	
                3.2  

              	
                  Nisshin
      and Amarin shall perform its respective obligations under the individual
      contracts.

              


      

       

      
        	
                3.3  

              	
                Amarin
      shall inspect the Products within fifteen (15) days of receipt of the
      Product and may reject any Products that fail to meet the Specifications,
      have defects or are damaged in any way.  Any Product not
      rejected within fifteen (15) days shall be deemed to have been accepted by
      Amarin ("Acceptance").  For the avoidance of doubt, Nisshin
      shall also be responsible for latent defects in the Products which become
      apparent after Acceptance, provided that such defect shall be notified to
      Nisshin in writing without delay and not later than three (3) months from
      the receipt of the Products by
Amarin.

              


      

       

      
        	
                3.4  

              	
                Notwithstanding
      the provisions of the above Clause, Amarin may, at its own discretion,
      have a third party conduct the inspection of the Product. Under such
      circumstances, Amarin will have thirty (30) days from receipt of the
      Product to reject any Products that fail to meet the Specifications, have
      defects or are damaged in any way.

              


      

       

      
        	
                3.5  

              	
                  Claims
      for latent defects, not discovered during the aforementioned inspections
      protocols in Clauses 3.3 and 3.4, shall be made in writing within 3 days
      of discovery. Failure to make a timely claim in the aforementioned manner
      shall constitute and shall be deemed to be Acceptance of the delivery by
      Amarin and a waiver of right to claim by
Amarin.

              


      

       

      
        	
                4  

              	
                ROLLING
      FORECAST

              


      

       

      
        	
                4.1  

              	
                Prior
      to the first Marketing Approval, but not later than thirty (30) days
      following the Commencement Date, Amarin shall provide Nisshin with a
      twelve (12) month demand forecast. Thereafter, until Amarin’s submission
      of a regulatory filing for Marketing Approval, Amarin shall provide
      Nishhin with twelve (12) month demand forecasts on an annual
      basis.

              


      

       

      
        	
                4.2  

              	
                Within
      two hundred and ten (210) days following Amarin's submission of a
      regulatory filing for Marketing Approval in the US or EU, Amarin shall
      provide Nisshin with a binding order for its launch stocks
      requirements.  Thereafter, Amarin shall, on a monthly basis,
      provide Nisshin with a written rolling forecast for the following 12-month
      period.

              


      

       

      
        	
                4.3  

              	
                The
      forecast amount for the first three months of the rolling forecast
      stipulated in the Clause immediately above shall constitute binding
      orders.  The forecast amounts for the remaining nine months of
      such rolling forecast, i.e., months 4-12, shall be non-fixed forecast
      amounts.  Amarin has the right to vary the forecast amounts for
      months 4, 5 and 6 by +/-25%.  Amarin may vary the forecast
      amounts for months 7-12 without limitation. Nisshin shall not be obligated
      to supply Products in excess of the binding forecast amounts contained in
      the rolling forecasts.

              


      

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


       

      
        	
                5  

              	
                PRICE
      AND MILESTONE PAYMENTS

              


      

       

      
        	
                5.1  

              	
                The
      Price and Milestone Payments shall be as set forth in Schedule
      One.

              


      

       

      
        	
                5.2  

              	
                Nisshin
      shall issue the invoice for the Product supplied in each shipment to
      Amarin within 10 days from the date of each shipment.  Amarin
      shall pay the invoice amount for the Products delivered to it in
      accordance with this Agreement into an account designated by Nisshin
      within 30 days from the date of the corresponding invoice issued by
      Nisshin.

              


      

       

      
        	
                5.3  

              	
                In
      the event Amarin fails to pay the Price of any of its purchases by the due
      date provided in Clause 5.2 above, Nisshin is entitled, at its own
      discretion, to suspend dispatching the Products or to withhold from
      accepting Amarin’s Order until Amarin makes full payment with interest
      from the due date to the date of payment calculated using an annual
      interest rate of 6% per annum.

              


      

       

      
        	
                5.4  

              	
                Amarin
      shall reimburse Nisshin's reasonable costs for preparing and maintaining
      the DMF prior to Amarin's receipt of each relevant Marketing Approval in
      both US and EU.

              


      

       

      
        	
                5.5  

              	
                Amarin
      will reimburse to Nisshin all reasonable costs specifically related to
      preparing for an inspection of any facility by a regulatory authority and
      audit of any facility by any consultant with regard to cGMP, including but
      not limited to interpreter’s fees for the inspection and
      audit.

              


      

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


       

      
        	
                6  

              	
                WORKING
      GROUP

              


      

       

      
        	
                6.1  

              	
                The
      Parties shall form a joint working group (the "Working Group") to address
      issues related to their future relationship for long term supply after
      April 2012, including: (a) Long-Term Supply Agreement; (b) pricing; (c)
      supply chain structure; (d) capacity expansion; (e) investment
      requirements; (f) third party agreements (g) technology transfer; and (h)
      the possible formation of a new business entity to supply Product to
      Amarin.  As more fully described in Clause 8, the Working Group
      will make all reasonable efforts to review and discuss feasibility of such
      long term supply relationship between the Parties by addressing the issues
      outlined above by June 30, 2010 whether or not it is feasible for the
      Parties to agree a long-term plan for supplying the
    Product.

              


      

       

      
        	
                6.2  

              	
                The
      Working Group shall consist of the appropriate representatives from each
      party having requisite authority to speak on behalf of each respective
      company, provided, however, that the Working Group is not responsible nor
      is it entrusted to establish business policy or to make decisions on
      behalf of either Party. The number of representatives can be expanded with
      the mutual agreement of both Parties. Each Party bears its own costs in
      acting as part of the Working
Group.

              


      

       

      
        	
                6.3  

              	
                The
      Working Group shall meet in person as soon as practicable after the
      Commencement Date and on a regular basis thereafter.  The
      Working Group shall hold discussions via meetings, teleconferences and
      e-mail as appropriate and necessary to discuss in good faith the issues
      set forth in Clause 6.1 of this Agreement.  In the first
      meeting, the Working Group will set the specific agenda and timing/venue
      for the second meeting. The second meeting will set the specific agenda
      and timing/venue for the third meeting, and so forth, provided, however,
      that any meeting can be re-scheduled flexibly taking into account either
      Party’s situation.

              


      

       

      
        	
                6.4  

              	
                The
      Working Group shall have no power or authority to enter into any binding
      agreements on behalf of either
Party.

              


      

       

      
        	
                7  

              	
                TECHNICAL
      AGREEMENT

              


      

       

      
        	
                7.1  

              	
                After
      the Commencement Date, the Parties will initiate the negotiation for the
      Technical Agreement, which is necessary for any review by any regulatory
      authority in advance of approval of the Drug for marketing, to identify
      their respective responsibilities in accordance with accepted GMP during
      the term of this Agreement.

              


      

      


      
        	
                8  

              	
                LONG-TERM
      SUPPLY AGREEMENT

              


      

       

      
        	
                8.1  

              	
                Pursuant
      to Clause 6.1, the Parties shall conclude discussions no later than June
      30, 2010 with regard to the Long-Term Supply Agreement for the supply of
      the Products by Nisshin to Amarin.  If the Parties agree to the
      future supply scheme, the Parties will in good faith negotiate for the
      terms of the Long-Term Supply Agreement.  The Long-Term Supply
      Agreement will determine how the Products are supplied after April 1,
      2012.

              


      

      


      
        	
                9  

              	
                TECHNOLOGY
      TRANSFER

              


      

       

      
        	
                9.1  

              	
                If
      this Agreement has not been terminated by Nisshin in accordance with
      Clause 15.1 of this Agreement (where Amarin has committed a material
      breach of the terms of this Agreement and has failed to remedy such breach
      within 60 days of receiving the
relevant

              


      

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      written
notice from Nisshin pursuant to Clause 15.1), or in accordance with Clause 15.2
of this Agreement, in the event that the Long-Term Supply Agreement is not
executed by the Parties on or before December 31, 2010, Nisshin will transfer
the technology necessary and performed at Nisshin’s current site to manufacture
the Products upon the request of Amarin, to Amarin or an entity established or
designated by Amarin (which will include transferring the DMF).

       

      
        	
                9.2

              	
                Nisshin
      shall also be obliged to transfer the technology stipulated in Clause 9.1
      upon the request of Amarin, to Amarin or to an entity established or
      designated by Amarin if Amarin gives Nisshin notice of termination of the
      Agreement under Clause 15.1 or 15.2, or if Nisshin gives Amarin notice of
      termination of the Agreement under Clause
15.4.

              


      

      


      
        	
                9.3

              	
                Amarin
      will be responsible for any and all costs associated with the
      aforementioned transfer of technology.  The other terms and
      conditions of the transfer of technology will be discussed
      separately.  When the transfer of technology process is being
      conducted, except for where the transfer of technology is triggered by
      Nisshin giving Amarin notice of termination of the Agreement under Clause
      15.4, Nisshin will work with Amarin to use best efforts to try to ensure
      that there is no interruption in the supply of the Products to Amarin. If
      the transfer of technology would not be completed during the term of this
      Agreement, the Parties will consult each other in good faith on how
      to deal with the case, including an extension of this  Agreement
      for a period of time which the Parties consider necessary to complete the
      transfer of technology.

              


      

      


      
        	
                9.4

              	
                Amarin
      agrees and confirms that the technology transfer provided in this Clause 9
      will be Nisshin’s sole obligation in case the Long-Term Supply Agreement
      is not executed on or before December 31,
2010.

              


      

      


      
        	
                10  

              	
                WARRANTIES

              


      

       

      
        	
                10.1  

              	
                Nisshin
      hereby warrants that any Products manufactured pursuant to this Agreement
      shall comply with the Specifications and all requirements of
      cGMP.

              


      

       

      
        	
                10.2  

              	
                Amarin
      and Nisshin hereby represent and warrant to each other, as of the date of
      this Agreement, as follows:

              


      

       

      
        	
                10.2.1  

              	
                Each
      Party has the right to enter into this
  Agreement.

              


      

       

      
        	
                10.2.2  

              	
                There
      are no agreements between either Amarin or Nisshin and any third party
      that conflict with this Agreement in the
  Territory.

              


      

       

      
        	
                10.3  

              	
                Nisshin
      does not make and hereby disclaims any warranty with respect to the
      Products other than the warranty set forth in Clauses 10.1 and 10.2,
      whether expressed or implied.

              


      

       

      
        	
                10.4  

              	
                Each
      Party shall promptly notify the other Party of any breach of warranties
      set forth in Clauses 10.1 to 10. 2.

              


      

       

      
        	
                10.5  

              	
                If
      any Products are not manufactured in accordance with the Specifications,
      Nisshin at its sole option shall:

              


      

       

      
        	
                10.5.1  

              	
                at
      Nisshin’s cost, supply replacement of the Products conforming with Clause
      10.1; or

              


      

       

      
        	
                10.5.2  

              	
                refund
      the Price or any part of the Price corresponding to the Products that does
      not

              


      

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      meet
Specifications.

       

      
        	
                11  

              	
                SHIPPING
      TERM / TITLE AND RISK

              


      

       

      
        	
                11.1  

              	
                Nisshin
      shall ship the Products FOB Tokyo, as defined in Incoterms
      2000.

              


      

       

      
        	
                11.2  

              	
                Title
      to the Products shall pass from Nisshin to Amarin upon the delivery of the
      Products to the Destination in accordance with the
  Order.

              


      

       

      
        	
                11.3  

              	
                Nisshin
      will be responsible for organizing the transport by air and insurance
      arrangements for the delivery of the Products from the site of manufacture
      to the Destination. Amarin will reimburse Nisshin for the costs of the
      transport and insurance arrangements for the said delivery of the Products
      from the site of manufacture to the
Destination.

              


      

       

      
        	
                12  

              	
                CONFIDENTIAL
      INFORMATION

              


      

       

      
        	
                12.1  

              	
                The
      Parties shall keep Confidential Information strictly confidential, shall
      not disclose it to any third party other than Bizen Chemical Ltd., and
      Nisshin Seifun Group Inc., the current parent company of Nisshin. Save as
      otherwise specifically provided herein, the Parties shall only disclose
      Confidential Information to those of its employees, representatives and
      agents requiring knowledge thereof in connection with fulfilling that
      Party's obligations under this
Agreement.

              


      

       

      
        	
                12.2  

              	
                The
      Parties further agree to inform all such employees, representatives and
      agents of confidential nature of the Confidential Information and their
      duties hereunder and make reasonable measures to make employees,
      representatives and agent comply with the duties
  hereunder.

              


      

       

      The
Parties shall exercise the same standard of care as they would exercise in
relation to its own confidential information (but in no event less than a
reasonable standard of care) to protect and preserve the proprietary and
confidential nature of the Confidential Information disclosed to it by the other
party.

       

      
        	
                12.3  

              	
                Notwithstanding
      the provisions of this Clause 12, if one of the Parties (“Disclosing
      Party”) or any person who received the Confidential Information in
      accordance with Clause 12.1 is requested or required by any court of
      competent jurisdiction, any competent judicial, governmental or regulatory
      body, pursuant to any relevant law or regulation to disclose any of the
      Confidential Information, the Disclosing Party will make reasonable effort
      to provide the other Party with a notice so as to afford the other Party
      the opportunity, at the other Party's expense, to pursue a protective
      order or other remedy and the Disclosing Party shall reasonably cooperate
      with the other Party in such efforts to the extent practical and permitted
      under applicable laws and regulations.  In no event shall the
      Disclosing Party be liable for any damages resulting from disclosure of
      the Confidential Information pursuant to this
      Clause.   Disclosure of Confidential Information by a
      Disclosing Party in accordance with this Clause shall not be a breach of
      this Agreement.

              


      

       

      
        	
                12.4  

              	
                The
      Parties shall use the Confidential Information exclusively for performance
      of this Agreement and for no other
purpose.

              


      

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      


       

      
        	
                12.5  

              	
                Upon
      termination or expiration of this Agreement, each Party shall promptly,
      upon request of the other Party, return all documents and any copies
      thereof containing Confidential Information belonging to, or disclosed by,
      such other Party.

              


      

       

      
        	
                12.6  

              	
                The
      Parties agree that the obligations of this Clause 12 are necessary and
      reasonable in order to protect the Parties' respective
      businesses.

              


      

       

      
        	
                12.7  

              	
                The
      Parties agree that any such violation or threatened violation may cause
      irreparable injury to a Party and that, in addition to any other remedies
      that may be available, each Party shall be entitled to seek injunctive
      relief against the threatened breach of the provisions of this Clause 12,
      or a continuation of any such breach by the other Party, specific
      performance and other such relief to redress such breach together with
      damages and reasonable counsel fees and expenses to enforce its rights
      hereunder.

              


      

       

      
        	
                12.8  

              	
                Subject
      to Clause 12.3, no announcement or public statement concerning the
      existence, subject matter or any term of this Agreement shall be made by
      or on behalf of any Party without the prior written approval of the other
      Party.

              


      

       

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

       

      
        	
                12.9  

              	
                Amarin
      shall obtain Nisshin’s prior written consent if Amarin needs to disclose
      this Agreement to a potential third party purchaser or commercialisation
      partner or current or future Amarin investor (collectively “Potential
      Partner”), provided that the relevant third party has entered into a
      confidentiality agreement on terms no less protective than the terms of
      this Clause 12. When Amarin wishes to obtain such Nisshin’s consent,
      Amarin will provide advance written notification to Nisshin of identity of
      such third party with the relevant information of the third party. Nisshin
      will make response to the  notification as soon as practicable.
      If Nisshin decides not to agree to provide its consent,  Nisshin
      will provide Amarin with a written reason why such consent was
      withheld.  Notwithstanding the foregoing, Nisshin will not
      withhold, condition or delay its consent hereunder if the Potential
      Partner’s primary line of business is in the area of pharmaceuticals or
      biotechnology.

              


      

      


      
        	
                12.10

              	
                Amarin
      shall indemnify Nisshin against any claims, costs (including legal costs,
      expenses), liabilities, losses (including loss of profit), damages or
      expenses arising out of, or in connection with the disclosure of this
      Agreement pursuant to Clause
12.9.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


      


      
        	
                13  

              	
                FORCE
      MAJEURE

              


      

       

      
        	
                13.1  

              	
                If
      either Party is prevented or delayed in the performance of any of its
      obligations under this Agreement as a result of acts of God, war, fire,
      earthquake, or other natural disaster beyond the reasonable control of a
      Party that has not occurred as a result of its act, omission or negligence
      and which was not reasonably foreseeable ("Force Majeure Event"), it shall
      notify the other Party, in writing, of the same as soon as
      practicable.  The affected Party shall use its reasonable
      endeavours to remove or overcome such Force Majeure Event as quickly as
      possible and shall also use its reasonable endeavours to mitigate the
      impact of such Force Majeure Event of the other Party.  Subject
      to Clause 13.3, if a Party shall have fully complied with its obligations
      under this Clause 13.1, it shall be excused from performance of its
      unfulfilled obligations under this Agreement from the date of such notice
      until such Force Majeure Event no longer
  pertains.

              


      

       

      
        	
                13.2  

              	
                A
      Force Majeure Event will include any issue either Party has with its
      subcontractors or suppliers of raw materials, intermediates and packaging
      components, which were caused by one of the Force Majeure Events described
      in Clause 13.1.

              


      

       

      
        	
                13.3  

              	
                If
      a Force Majeure Event prevents the performance by a Party of any
      obligations hereunder for a continuous period in excess of 12 weeks, the
      other Party shall be entitled to terminate this Agreement by written
      notice at any time after such 12 week period provided the relevant Force
      Majeure Event is continuing at the time such notice is
    given.

              


      

       

      
        	
                14  

              	
                TERM

              


      

       

      
        	
                14.1  

              	
                This
      Agreement shall be effective from the Commencement Date until March 31,
      2012.

              


      

       

      
        	
                15  

              	
                TERMINATION

              


      

       

      
        	
                15.1  

              	
                This
      Agreement may be terminated by either Party by giving to the other Party a
      notice in writing if the other Party commits a material breach of the
      terms of this Agreement and (where such breach is capable of remedy) fails
      to remedy such breach within 60 days of receiving a written notice from
      the terminating Party specifying the breach and requiring its
      remedy.

              


      

       

      
        	
                15.2  

              	
                This
      Agreement may be terminated by either Party immediately by giving a
      written notice to the other, if:

              


      

       

      
        	
                15.2.1  

              	
                a
      petition is filed by or against the other Party for commencement of
      bankruptcy proceeding (hasan-tetsuzuki-kaishi), commencement of corporate
      reorganization proceeding (kaishakousei-tetsuzuki-kaishi), commencement of
      civil rehabilitation proceeding
      (minjisaisei-tetsuzuki-kaishi),  or any other insolvency
      proceeding;

              


      

       

      
        	
                15.2.2  

              	
                the
      other Party is subject to seizure (sashiosae), sequestration
      (kari-sashiosae), preservative attachment (hozen-sashiosae), commencement
      of public auction (keibai),
      or other compulsory execution (kyousei-shikkou) or foreclosure
      (tanpoken-jikkou) proceeding against material assets of the other
      Party;

              


      

       

      
        	
                15.2.3  

              	
                the
      other Party is unable to pay its debts in the normal course of business;
      or

              


      

       

      
        	
                15.2.4  

              	
                there
      is a Change of Control of the other
Party.

              


      

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


       

      
        	
                15.3  

              	
                Notwithstanding
      the provisions of Clause 15.1, this Agreement may be terminated by Nisshin
      by giving Amarin 30 days notice in writing, if Amarin fails to perform its
      duty as set forth in Clause 2.5, unless, within such 30 days, Amarin pays
      to Nisshin the amount corresponding to the unfulfilled purchases according
      to the minimum purchase quantities at the Price stated in Schedule
      One.

              


      

       

      
        	
                15.4  

              	
                This
      Agreement may be terminated by Nisshin by giving Amarin notice in writing
      without Nisshin incurring any liability or obligation whatsoever (except
      the obligations under Clause 9), if Nisshin is unable to continue
      manufacturing and supplying the Products to Amarin in accordance with its
      requirement due to disruption of supplies of raw materials or
      intermediates, which disruption cannot be recovered within reasonable
      time, provided that Nisshin shall without delay inform Amarin of
      occurrence of such event in order to give Amarin an opportunity to seek
      alternative sources.

              


      

      


      
        	
                16  

              	
                CONSEQUENCES
      OF TERMINATION

              


      

       

      
        	
                16.1  

              	
                In
      the event that this Agreement is terminated, neither Party shall be
      entitled to compensation of damages for lost profits arising out of the
      termination of this Agreement.

              


      

       

      
        	
                16.2  

              	
                Notwithstanding
      any provisions herein to the contrary, in the event that this Agreement is
      terminated for any reason, Amarin shall purchase and take delivery of all
      the Products manufactured by Nisshin according to Orders placed by Amarin
      at the Price stipulated herein, and shall purchase, at cost, all stocks of
      the Products either manufactured or in the process of being manufactured
      for Amarin, including unused intermediates that Nisshin
      stores.

              


      

       

      The
provisions of Clauses 6, 9, 12, 16 and 18 shall survive the expiration or
termination of this Agreement up to three years after the expiration or
termination of this Agreement.

       

      
        	
                17  

              	
                ASSIGNMENT

              


      

       

      Neither
Party may assign this Agreement or any of its rights or obligations under this
Agreement without the prior written consent of the other Party which consent
shall not be unreasonably withheld or delayed provided, however,
that:

      


      
        	
                17.1.

              	
                either
      Party may assign this Agreement, in whole or in part, to an affiliate of
      the assigning Party; provided, that the assigning Party guarantees the
      performance of such affiliate hereunder;
and

              


      

      


      
        	
                17.2

              	
                Amarin
      may assign this Agreement, in whole, to the Potential Partner disclosed
      under this Agreement pursuant to Clause 12.9 who acquires, by merger, sale
      of assets or otherwise, all or substantially all of the business of the
      assigning Party in which the subject matter of this Agreement is
      included.

              


      

      


      
        	
                18  

              	
                MISCELLANEOUS

              


      

       

      
        	
                18.1  

              	
                All
      notices, consents, approvals or other communications hereunder shall be in
      writing and shall be delivered personally or by registered or certified
      mail, postage prepaid, or sent by fax, addressed to the authorised
      personnel at relevant Party and at such address as each Party shall from
      time to time notify the other in writing. Any such notice,
      consent,

              


      

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      approval
and other communication shall be deemed given, in the case of personal delivery,
on the date of delivery, in the case of mailing, on the fifth (5th) day
following its deposit in the mail and in the case of a fax, on the next business
day after the day of transmission provided the sender’s facsimile machine
produces a report showing complete and successful transmission to the correct
facsimile number.

       

      
        	
                18.2  

              	
                Nothing
      in this Agreement shall constitute or be deemed to constitute the creation
      of a partnership, agency, or employer/employee relationship between the
      parties.

              


      

       

      
        	
                18.3  

              	
                This
      Agreement, together with the Specifications and the Schedules attached
      hereto, constitutes the entire agreement and understanding of the parties
      and supersedes any previous agreement between Nisshin and Amarin in
      relation to the subject matter of this Agreement. This Agreement,
      the Specification, and the Schedules attached hereto or any order may only
      be modified only by a written document signed on behalf of each of the
      parties.  If there are any inconsistencies between the terms and
      conditions of this Agreement and the terms and conditions set forth in any
      quotation, order, acknowledgement or invoice, the terms and conditions of
      this Agreement shall prevail.

              


      

       

      
        	
                18.4  

              	
                If
      any provision of this Agreement is held by any court or other competent
      authority to be invalid or unenforceable in whole or in part, it shall be
      deemed severed from this Agreement and the validity of the other
      provisions and the remainder of the provision in question shall not be
      affected.

              


      

       

      
        	
                18.5  

              	
                This
      Agreement shall be governed by and construed in accordance with the laws
      of Japan.

              


      

       

      
        	
                18.6  

              	
                The
      parties hereto shall submit to the exclusive jurisdiction of the Tokyo
      District Court of Japan with respect to any dispute arising from this
      Agreement.

              


      

       

      


       

      IN
WITNESS HEREOF, each of the Parties has caused this Agreement to be executed by
its duly authorized representative on and as of the date first written
above.

       

      


      
        	
                NISSHIN
      PHARMA, INC.

              	 
      
	 
      	 
      
	 
      	 
      
	
                By:__________________________________

              	
                Date: 
      ____________________, 2009

              
	
                Name:
      Toshinori Shiragami

              	 
      
	
                Title:   President

              	 
      
	 
      	 
      
	
                AMARIN
      PHARMACEUTICALS IRELAND LTD.

              	 
      
	 
      	 
      
	 
      	 
      
	
                By:__________________________________

              	
                

                  Date: 
      ____________________, 2009

                

              
	
                Name:
      Alan Cooke

              	 
      
	
                Title:   Director

              	 
      


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      SCHEDULE
ONE

       

      


      PRICES
/ MINIMUM PURCHASE REQUIREMENTS / MILESTONE PAYMENTS

      


      PRICES

      


      The Price
for the first five (5) metric tons of the Product purchased from Nisshin by
Amarin in each Fiscal Year (as defined below) is JPY [***********].

      


      The Price
(the "Mid-Tier Price") for any amount of Product purchased from Nisshin by
Amarin after the first five (5) metric tons, but not in excess of twelve (12)
metric tons of Product in each Fiscal Year (as defined below) is as
follows:

      


      
         
[***********] for the part
after the first five (5) metric tons,

      

       

      but not
excess eight (8) metric tons, and

       

      
         
[***********] for the part
after the eight (8) metric tons,

      

       

      but not
excess twelve (12) metric tons.

      


      If
Nisshin presents evidence that its manufacturing cost for the Products has
increased, because of significant changes in matters beyond its reasonable
control, such as the price of crude fish oil, and that such change has been
independently recognized by an industry-recognized credible source, then Amarin
and Nisshin will discuss the revision of the aforementioned prices for the
Product in good faith. If the aforementioned discussion cannot be successfully
completed remotely, then the Parties will be obligated to meet in person to
discuss the aforementioned matter in good faith.

      


      


      


      


      [***
10 lines omitted ***]

      


      


      


      

        

      

       

        CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS [*] DENOTE SUCH OMISSIONS.

      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      


      MINIUMUM
PURCHASE REQUIREMENTS

      Amarin
shall purchase the following minimum amounts of the Product from each April to
March fiscal year ("Fiscal Year") beginning in the calendar year first indicated
in each item a-d below.

      


      
        	 
      	
                a)

              	
                2008-2009

              	
                1.62
      metric tons

                 

              
	 
      	
                b)

              	
                2009-2010

              	
                1.08
      metric tons

                 

              
	 
      	
                c)

              	
                2010-2011

              	
                3.24
      metric tons

                 

              
	 
      	
                d)

              	
                2011-2012

              	
                3.24
      metric tons

              


      

      


      MILESTONE
PAYMENTS

      


      Amarin
shall make the following non-refundable one-time payments to Nisshin upon
satisfaction of the conditions set forth below:

      


                 a)           USD500,000
upon the signing of this Agreement by both Parties; and

      


                 b)          USD500,000
upon the first Marketing Approval of  the Product in the US or the
EU.

      


      For the
avoidance of doubt, the Parties acknowledge that Amarin shall be required to pay
each of the Milestone Payments only one time and provided that the related
condition has been satisfied.  Further, the Parties also acknowledge
that the Milestone Payments are not refundable by Nisshin even in case the
Parties’ discussion does not result in execution of the Long-Term
Agreement.

       
 


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


       SCHEDULE
TWO

      


      THE
PRODUCTS

      


      Products

      


      Products
means the E-EPA pharmaceutical drug substance which meets the Specification
defined in the Schedule Three and manufactured by Nisshin and

      


      E-EPA
means:

      


      the
compound which chemical name is

       

      
        	 
      	
                Ethyl
      (5Z,8Z,11Z,14Z,17Z)-5,8,11,14,17-icosapentaenoate

              


      

      


      Company
Code Name which is described in the US-DMF and EDMF is

       

      
        	 
      	
                EPA-E

              


      

      


      Common
name is

       

      
        	 
      	
                Ethyl
      eicosapentaenoate

              


      

      


      and

       

      Chemical
Abstracts Registry (CAS) Number  is

       

      
        	 
      	
                73310-10-8

              


      

      


      



      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      SCHEDULE
THREE

      


      


      


      [***
Approximately 34 lines omitted ***]

      


      

        

      

       

        CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS [*] DENOTE SUCH OMISSIONS.

      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      SCHEDULE
FOUR

      


      AMARIN’s
CURRENT INVESTORS

      


      
        	
                Shareholder

              	
                Shares

              	
                Basic
      %

              
	 
      	 
      	 
      
	
                Sofinnova
      Venture Partners VII, LP

              	
                3,586,957

              	
                13.26%

              
	
                Orbimed
      Advisors LLC

              	
                3,260,870

              	
                12.06%

              
	
                Thomas,
      McNerney & Partners LLC

              	
                2,173,913

              	
                8.04%

              
	
                Panorama
      Capital LP

              	
                1,847,826

              	
                6.83%

              
	
                Sunninghill
      Limited

              	
                1,465,755

              	
                5.42%

              
	
                Simon
      Kukes

              	
                1,277,695

              	
                4.72%

              
	
                Longitude
      Venture Partners, LP

              	
                1,086,957

              	
                4.02%

              
	
                Amarin
      Investment Holding Limited

              	
                1,072,906

              	
                3.97%

              
	
                Fountain
      Healthcare Partners Fund

              	
                217,391

              	
                0.80%

              
	
                Michael
      Walsh

              	
                74,828

              	
                0.28%

              
	 
      	 
      	 
      
	
                Total

              	
                16,065,098

              	
                59.40%

              


      

      




     

     

     

     

     

     

     

     

     

    19