ex4_105.htm


     

    Exhibit 4.105

    
 

    


    AMENDMENT
NO. 1 TO SECURITIES PURCHASE AGREEMENT

    


     

    AMENDMENT
NO. 1, dated as of December 2, 2009 (this “Amendment”), to the Securities
Purchase Agreement, dated as of October 12, 2009 (the “SPA”), among Amarin
Corporation plc, a company incorporated under the laws of England and Wales (the
“Company”) and the
purchasers listed on Exhibit A thereto (each, a “Purchaser” and collectively,
the “Purchasers”).  Capitalized
terms used and not otherwise defined herein shall have the meanings assigned to
them in the SPA.

     

    WHEREAS,
Section 10.5 of the SPA permits the SPA to be amended from time to
time;

     

    NOW,
THEREFORE, in consideration of the premises and covenants contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:

     

    Section
1. Amendments.

     

    As of the
date hereof, the SPA shall be amended as follows:

     

    (a) Article 8
of the SPA is hereby amended by adding the following definition:

     

    “Specified Shares” means any
Ordinary Shares: (A) acquired by the Lead Investors under the 2008 Investors
SPA; (B) acquired by the purchasers under the 2008 Directors SPA; (C) issuable
upon exercise of the warrants (i) granted to Thomas Lynch pursuant to
resolutions adopted by the Board of Directors of the Company on October 16,
2009, (ii) granted to Alan Cooke pursuant to the Compromise Agreement dated
October 16, 2009 between him and the Company and (iii) that may be granted to
Tom Maher pursuant to a Compromise Agreement between him and the Company; and
(D) issuable upon exercise of the “Warrants” granted pursuant to, and as such
term is defined in, the Securities Purchase Agreement, dated as of December 16,
2005, among the Company and the purchasers party thereto.

     

    (b) Section
6.1(b) of the SPA is hereby replaced in its entirety with the
following:

     

    (b)           The
Company’s shareholders shall not have the right to include in the Registration
Statement any of the Company’s securities other than Registrable Securities and
the Specified Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Section
2. Effectiveness.

     

    This
Amendment will become effective upon the execution hereof by the Company and (A)
Purchasers holding the number of Ordinary Shares required for the amendments to
the SPA set forth herein to be effective and (B) Holders holding the number of
Registrable Securities required for the amendment to Article 6 of the SPA set
forth herein to be effective, in each case as provided in Section 10.5 of the
SPA.

     

    Section
3. Counterparts.

     

    This
Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all of which when taken together shall
constitute a single instrument.  Delivery of an executed counterpart
of a signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.

     

    Section
4. Applicable Law. 

     

    THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW THAT
WOULD PRODUCE A CONTRARY RESULT.

     

    Section
5. Headings.

     

    The
headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    Section
6. Effect of
Amendment.

     

    Except as
expressly set forth herein, this Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of or otherwise affect the rights and
remedies of the Purchasers or the Holders under the SPA, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the SPA or any other provision of the SPA,
all of which are ratified and affirmed in all respects and shall continue in
full force and effect.

     

    


    [Signature
page follows.]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
first above written.

     

    


    Purchasers:

    


    
      	
              Caduceus
      Private Investments III, LP

            
	
              By:  OrbiMed
      Capital GP III LLC, its General Partner

            
	 
      
	
              By:  /s/ Carl L. Gordon      

            
	
                     
      Name:  Carl L. Gordon

            
	
                     
      Title:    Partner

            
	 
      
	
              OrbiMed
      Associates III, LP

            
	
              By:  OrbiMed
      Advisers LLC, its General Partner

            
	 
      
	
              By:  /s/ Carl L. Gordon      

            
	
                     
      Name:  Carl L. Gordon

            
	
                     
      Title:    Partner

            
	 
      
	
              Sofinnova
      Venture Partners VII, L.P.

            
	
              By:  Sofinnova
      Management VII, L.L.C., its General Partner

            
	 
      
	
              By:  /s/ James I. Healy      

            
	
                     
      Name:  James I. Healy

            
	
                     
      Title: Managing General Partner

            
	 
      
	
              Longitude
      Venture Partners, L.P.

            
	
              By:  Longitude
      Capital Partners, LLC, its General Partner

            
	 
      
	
              By:  /s/ Patrick Enright      

            
	
                     
      Name:  Patrick Enright

            
	
                      Title:
      Managing Member

            
	 
      
	
              Longitude
      Capital Associates, L.P.

            
	
              By:  Longitude
      Capital Partners, LLC, its General Partner

            
	 
      
	
              By:  /s/ Patrick Enright      

            
	
                     
      Name:  Patrick Enright

            
	
                     
      Title: Managing Member

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    
      	
              Fountain
      Healthcare Partners Fund 1, L.P.

            
	
              By:  Fountain
      Healthcare Partners Ltd., its General Partner

            
	 
      
	
              By:  /s/ Manus Rogan      

            
	
                     
      Name:  Manus Rogan

            
	
                     
      Title: Managing Partner

            
	 
      
	
              Stichting
      Depositary APG Developed Markets Equity Pool

            
	 
      
	 
      
	
              By:  /s/ R.M. Stam      

            
	
                     
      Name:  R.M. Stam

            
	
                     
      Title:    Authorized signatory

            
	 
      
	
              By:  /s/ R.J. Douma      

            
	
                    
      Name:  R.J. Douma

            
	
                    
      Title:    Authorized signatory

            
	 
      
	
              Abingworth
      Bioventures V L.P.

            
	
              By:  Abingworth
      LLP, its Manager

            
	 
      
	
              By:  /s/ James Abell      

            
	
                    
      Name:  James Abell

            
	
                    
      Title: Partner

            
	 
      
	
              Abingworth
      Bioventures V Co-Invest Growth Equity Fund L.P.

            
	
              By:  Abingworth
      LLP, its Manager

            
	 
      
	
              By: 
      /s/ James Abell      

            
	
                     
      Name:  James Abell

            
	
                     
      Title: Partner

            
	 
      
	
              Abingworth
      Bioventures Master Fund Limited

            
	 
      
	 
      
	
              By:  /s/ James Abell      

            
	
                     
      Name:  James Abell

            
	
                     
      Title: Authorised Signatory

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    
      	
              Biomedical
      Offshore Value Fund, Ltd.

            
	
              By:  Great
      Point Partners, LLC, its Investment Manager

            
	 
      
	
              By:  /s/ Jeffrey R. Jay      

            
	
                     
      Name:  Jeffrey R. Jay

            
	
                     
      Title: Senior Managing Member

            
	 
      
	
              Biomedical
      Value Fund, L.P.

            
	
              By:  Great
      Point Partners, LLC, its General Partner

            
	 
      
	
              By:  /s/ Jeffrey R. Jay      

            
	
                     
      Name:  Jeffrey R. Jay

            
	
                     
      Title: Senior Managing Member

            
	 
      
	
              Visium
      Balanced Master Fund, Ltd.

            
	 
      
	 
      
	
              By:  /s/ Mark Gottlieb      

            
	
                     
      Name:  Mark Gottlieb

            
	
                     
      Title: Signatory

            
	 
      
	
              Opus
      Point Healthcare Innovations Fund, L.P.

            
	 
      
	 
      
	
              By: 
      __________________________________

            
	
                     
      Name:  Michael S. Weiss

            
	
                     
      Title: Manager of the Investment Manager

            
	 
      
	
              Opus
      Point Healthcare Value Fund, L.P.

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:  Michael S. Weiss

            
	
                     
      Title: Manager of the Investment Manager

            
	 
      
	
              Opus
      Point Healthcare (Low Net) Fund, L.P.

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:  Michael S. Weiss

            
	
                     
      Title: Manager of the Investment
Manager

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Opus
      Point Capital Preservation Fund, L.P.

            
	 
      
	 
      
	
              By: _________________________________

            
	
                     
      Name:  Michael S. Weiss

            
	
                     
      Title: Manager of the Investment Manager

            
	 
      
	
              Capital
      Ventures International

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:  Martin Kobinger

            
	
                     
      Title: Investment Manager

            
	 
      
	
              Cummings
      Bay Capital

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:  Michael Gregory

            
	
                     
      Title: Authorised Person

            
	 
      
	
              Geneve
      Corp.

            
	 
      
	 
      
	
              By: 
      _________________________________ 

            
	
                     
      Name:  Michael Gregory

            
	
                     
      Title: Authorised Person

            
	 
      
	
              BioHedge
      Holdings Limited

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:  Steven Salmon

            
	
                     
      Title: President, Rosalind Advisors, Inc.

            
	 
      
	
              Rosalind
      Capital Partners, L.P.

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:  Steven Salmon

            
	
                     
      Title: President, Rosalind Advisors, Inc.

            
	 
      
	 
      


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              Boxer
      Capital LLC

            
	 
      
	 
      
	
              By:  /s/ Chris Fuglesang      

            
	
                     
      Name:  Chris Fuglesang

            
	
                     
      Title: Member, Counsel

            
	 
      
	
              RCG
      PB Ltd.

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:  Jeffrey C. Smith

            
	
                     
      Title: Authorized Signatory

            
	 
      
	
              Ramius
      Enterprise Master Fund Ltd.

            
	 
      
	 
      
	
              By: 
      _________________________________ 

            
	
                     
      Name:  Jeffrey C. Smith

            
	
                     
      Title: Authorized Signatory

            
	 
      
	
              RA
      Capital Healthcare Fund, L.P.

            
	 
      
	 
      
	
              By: 
      _________________________________ 

            
	
                     
      Name:  Peter Kolchinsky

            
	
                     
      Title: Manager

            
	 
      
	
              Blackwell
      Partners, LLC

            
	 
      
	 
      
	
              By: 
      _________________________________ 

            
	
                     
      Name:  Peter Kolchinsky

            
	
                     
      Title: Manager

            
	 
      
	
              Sunninghill
      Limited

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:

            
	
                     
      Title: Director

            
	 
      
	
              By: 
      _________________________________ 

            
	
                     
      Name:

            
	
                     
      Title: Director

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              Midsummer
      Ventures, LP

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:  Michael Amsalem

            
	
                     
      Title: President of General Partner,

            
	
                               
      Midsummer Advisors

            
	 
      
	
              Midsummer
      Investment, Limited

            
	 
      
	 
      
	
              By: 
      _________________________________

            
	
                     
      Name:  Michael Amsalem

            
	
                      Title:
      Director

            
	 
      
	 
      
	
              /s/
      David Brabazon      

            
	
              David
      Brabazon

            
	 
      
	
              /s/
      David Hurley        

            
	
              David
      Hurley

            
	 
      
	____________________________ 
      
	
              Thomas
      G. Lynch

            
	 
      
	
              /s/
      Simon Kukes      

            
	
              Dr.
      Simon Kukes

            
	 
      
	
              /s/
      Eunan Maguire      

            
	
              Eunan
      Maguire

            
	 
      
	
              /s/
      Anthony Russell Roberts   

            
	
              Anthony
      Russell Roberts

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    AMARIN
CORPORATION PLC

    


    By:      
/s/ Conor
Dalton

    Name:  Conor
Dalton

    Title:    Vice
President Finance and

                 Principal
Accounting Officer