Exhibit 10.40
CONFIDENTIAL
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH
"[***]". A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION
REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934.
Dated November 1, 2010
SUPPLY AGREEMENT
BETWEEN
(1) Nisshin Pharma Inc. ("Supplier")
AND
(2) Amarin Pharmaceuticals Ireland Ltd. ("Amarin")
1
DEFINITIONS
3 2
DUTIES
4 3
ORDER, ACCEPTANCE AND DELIVERY
10 4
FORECASTS
13 5
PRICE AND MILESTONE PAYMENTS
13 6
TECHNICAL
AGREEMENT
14 7
WARRANTIES
14 8
INDEMNITY
15 9
SHIPPING TERM /
TITLE AND RISK
16 10
CONFIDENTIAL INFORMATION
16 11
FORCE MAJEUR
17 12
TERM
18 13
TERMINATION
18 14
CONSEQUENCES OF TERMINATION
19 15
ASSIGNMENT
20 16
TERMINATION OF PRESENT AGREEMENT
20 17
MISCELLANEOUS
20
CONFIDENTIAL
SUPPLY AGREEMENT
THIS AGREEMENT (hereinafter the "Agreement") is made as of November 1, 2010
(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 ("Supplier")
AND
Amarin Pharmaceuticals Ireland Ltd., whose head office is at First Floor, Block
3, The Oval, Shelbourne Road, Ballsbridge, Dublin 4, Ireland ("Amarin")
(Supplier and Amarin each a "Party," collectively, the "Parties")
WITNESSETH:
WHEREAS, Amarin is developing a pharmaceutical drug that incorporates the Drug
Substance (hereinafter defined) for the treatment of cardiovascular diseases,
including hypertriglyceridemia (hereinafter referred to as the "Product").
WHEREAS, the Parties entered into that certain agreement on October 27, 1999
(the "1999 Agreement") for the supply of Drug Substance in bulk style, from
Supplier to Amarin, for the purposes of conducting clinical trials within the
CNS (Central Nervous System) field, to provide the Drug Substance to Amarin to
be used as the active pharmaceutical ingredient for the Product and for
submission to regulatory bodies for approval. (The 1999 Agreement was originally
made and entered into between Nisshin Flour Milling Co., Ltd. (currently Nisshin
Seifun Group Inc.), a Japanese corporation, the parent company of Supplier, 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 Supplier on
July 2, 2001; and by Amarin Neuroscience Limited to Amarin on November 15,
2005.)
WHEREAS, upon Amarin's request and after discussion, Supplier 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 Drug Substance was extended until June 6, 2008, as well as Supplier
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, Supplier
agreed to further cooperate with Amarin by continuing the current supply