STOCK PURCHASE AGREEMENT
Exhibit
4.63
This Stock Purchase Agreement (the “Agreement”) is
made as of the date set forth below between Amarin Corporation
plc, a public limited company registered in England and Wales
(the “Company”), and the Investors listed on
Exhibit A.
WHEREAS, the Company has authorized the sale and issuance of up
to $25 million of ordinary shares (the “Shares”)
of the Company, 5 xxxxx par value per share to certain
investors (each an “Investor” and collectively the
“Investors”) in a registered direct offering (the
“Offering”); and
WHEREAS, each Investor desires to subscribe for the number of
Shares set forth next to such Investor’s name on
Exhibit A hereto at a purchase price of
$1.30 per share, on the terms and subject to the conditions
set forth herein, and the Company desires to issue and sell such
Shares to the investors.
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants, and conditions set forth
herein, the parties mutually agree as follows:
1. Authorization and Sale of the Shares;
Registration. Subject to the terms and conditions
of this Agreement, the Company has authorized the sale of the
Shares. The issuance of the Shares has been registered on a
Registration Statement on
Form F-3,
File
No. 333-121760
(the “Registration Statement”), which registration
statement has been declared effective by the Securities and
Exchange Commission (the “Commission”) on
March 10, 2005, has remained effective since such date and
is effective on the date hereof.
2. Sale and Purchase of the Shares.
2.1 At the Closing (as defined in Section 3),
the Company will sell to the Investors, and the Investors,
severally and not jointly, will purchase from the Company, upon
the terms and conditions hereinafter set forth, the respective
number of Shares set forth opposite each Investor’s name on
Exhibit A hereto at the purchase price of
$1.30 per Share.
2.2 The Company may enter into this same or a
similar form of Stock Purchase Agreement with certain other
investors (the “Other Investors”) and may complete
sales of Shares to them. (The Investors and the Other Investors
are hereinafter sometimes collectively referred to as the
“Investors,” and this Agreement and the Stock Purchase
Agreements executed by the Other Investors are hereinafter
sometimes collectively referred to as the
“Agreements.”)
2.3 The Investor acknowledges that: (a) the
Company has retained Leerink Xxxxx & Company as
placement agent (in its capacity as placement agent of the
Shares, the “Placement Agent”); (b) the Company
intends to pay the Placement Agent a fee in respect of the
purchase of Shares by Investors introduced to the Company by the
Placement Agent; and (c) the offering of the Shares is not
a firm commitment underwriting. The Investor further
acknowledges that the Company has entered into finder’s
agreements with each of ProSeed Capital Holdings CVA and J&E
Davy pursuant to which such parties may introduce the Company to
persons or entities that may invest in the Offering, and the
Company intends to pay each such party a fee in respect of the
purchase of Shares by Investors introduced by such party.
3. Delivery of the Shares at Closing.
3.1 (a) Pursuant to the terms of the offer
contained in the prospectus included in the Registration
Statement and the prospectus supplement appended to such
prospectus (such documents, together with the documents
incorporated by reference in such prospectus and prospectus
supplement, being referred to collectively herein as the
“Prospectus”), the Investor hereby tenders to the
Company this subscription for, and agrees to purchase the number
(the “Amount”) of Ordinary Shares as will equal the
aggregate purchase price set forth in Exhibit A,
rounded down to the nearest whole share, at the per share
purchase price determined in accordance with the Prospectus,
namely $1.30.
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(b) Subject to the acceptance of such tender by the
Company, the Investor hereby directs the Company to issue the
Ordinary Shares within 3 London business days after the Closing
Date (as defined below) against payment of the purchase price
therefor as provided herein, and further directs the Company to
issue the Ordinary Shares in the name of National City Nominees
Limited of Citigroup Centre, Canada Square, Xxxxxx Xxxxx,
Xxxxxx, X00 0XX, being the nominee holding company of Citibank
N.A, the Company’s depositary for its American Depositary
Receipt (“ADR”) program (the “ADR
Depositary”) against the issuance by the ADR Depositary of
ADRs in the name of, or as otherwise instructed in writing by,
the Investor.
3.2 The Company will advise the Investor after
receipt of this subscription whether this subscription has been
accepted or rejected. If this subscription is rejected, or if
the Offering is withdrawn or terminated, the amount paid by the
Investor herewith will be returned without interest or
deduction, and this subscription thereby shall be canceled and
be of no further force or effect. If this subscription is
rejected or if the Offering is withdrawn or terminated, the
Investor agrees to destroy or return to the Company the
Prospectus and all other documents concerning the Offering. The
Investor may not withdraw this subscription or any amount paid
pursuant thereto except as otherwise provided below. The
Investor understands and agrees that (i) the Company’s
obligations under this Agreement are not binding upon the
Company until the Company accepts the Investor’s
subscription, which acceptance is at the sole discretion of the
Company and is to be evidenced by the Company’s execution
of this Agreement where indicated; and (ii) the Company
may, in its sole discretion, reject this subscription in whole
or in part and reduce this subscription in any amount and to any
extent, whether or not pro rata reductions are made to any other
Investor’s subscription.
3.3 The completion of the purchase and sale of the
Shares (the “Closing”) shall occur at the offices of
the Placement Agent on such date and at such time as determined
by the Company (the “Closing Date”), which shall be as
soon as practicable after the American Stock Transfer &
Trust Company, as escrow agent (the “Escrow Agent”)
shall have received all of the executed Agreements and the
aggregate purchase price payable by all Investors subscribing to
this Offering (jointly the “Escrowed Property”). The
Escrowed Property will be held by the Escrow Agent until the
Closing is confirmed by the Company and Placement Agent, under
the terms and conditions set forth in the Escrow Agreement by
and among the Company, the Placement Agent and the Escrow Agent
substantially in the form attached hereto as
Exhibit C (the “Escrow Agreement”). If the
Closing does not occur, the funds will be returned to the
Investor without interest or deduction. All wires should be sent
to the Escrow Agent’s escrow account at:
XX Xxxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA# 021 000 021
Account 323212069
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
ABA# 021 000 021
Account 323212069
Attention: Xxxxx Xxxxxxxx, American Stock Transfer Company,
as Escrow Agent for Amarin Corporation, plc
as Escrow Agent for Amarin Corporation, plc
At the Closing, upon written instruction of the Company and the
Placement Agent, the Escrow Agent shall release the Escrowed
Property (in accordance with the provisions of the Escrow
Agreement) to the Company and the Company shall promptly:
(a) deliver to the ADR Depositary’s custodian the
Ordinary Share certificate in the name of National City Nominees
Limited of Citigroup Centre, Canada Square, Xxxxxx Xxxxx,
Xxxxxx, X00 0XX; and
(b) instruct the ADR Depositary to issue ADRs in the Amount
to be registered in (a) the name of the Investor; or,
(b) in the name of a nominee designated by the Investor in
writing; or (c) to a nominated DTC account designated by
the Investor in writing; (as the case may be and as indicated on
the Stock Certificate Questionnaire attached hereto as
Exhibit B).
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Prospective Investors should retain their own professional
advisors to review and evaluate the economic, tax and other
consequences of an investment in the Company.
The Company’s obligation to issue the Shares to the
Investors shall be subject to the following conditions, any one
or more of which may be waived by the Company: (a) receipt
by the Company of the purchase price for the Shares being
purchased hereunder as set forth on Exhibit A
hereto; and (b) the accuracy of the representations and
warranties made by the Investors and the fulfillment of those
undertakings of the Investors to be fulfilled prior to the
Closing.
Each Investor’s obligation to purchase the Shares shall be
subject to the following conditions, any one or more of which
may be waived by the Investor: (a) the trading in the ADRs
shall not have been suspended by the Commission and the listing
of the ADRs on Nasdaq (as defined below) shall have not been
suspended by Nasdaq (except for any suspension of trading of
limited duration agreed to by the Company, which suspension
shall be terminated prior to the Closing Date); (b) no stop
order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall
have been initiated or threatened by the Commission;
(c) the accuracy of the representations and warranties made
by the Company and the fulfillment of those undertakings of the
Company; and (d) the Company shall have delivered to the
Placement Agent, for the benefit of such Investor, a
certificate, duly executed by a senior executive officer of the
Company, attesting to the satisfaction of the foregoing
subsection (c). The Investors’ obligations are
expressly not conditioned on the purchase by any or all of the
other Investors, if any, of the Shares that they have agreed to
purchase from the Company.
4. Representations, Warranties and Covenants of the
Company. Except as otherwise described in the
Prospectus and the Company’s filings with the Commission,
to include without limitation the Company’s Annual Report
on
Form 20-F
for the year ended December 31, 2004 and the Company’s
Reports on
Form 6-K
furnished to the Commission since December 31, 2004
(including the documents incorporated by reference in such
filings, the “Commission Documents”), which qualify
the following representations and warranties in their entirety,
the Company hereby represents and warrants to, and covenants
with, the Investors, as follows:
4.1 Organization, Good Standing and
Qualification. The Company is a corporation duly
organized and validly existing under the laws of England and
Wales and has full corporate power and lawful authority to
conduct its business as described in its Commission Documents.
Each of the Company’s subsidiaries is duly organized and
validly existing under the laws of the jurisdiction of its
incorporation or organization.
4.2 Status of Shares. At the Closing
Date, (i) the issuance and sale of the Shares to be sold on
such date pursuant to this Agreement shall have been duly
authorized by all necessary corporate action on the part of the
Company, (ii) the Shares, when delivered to the Investors
at the Closing against payment therefor as provided herein, will
be validly issued, fully paid and nonassessable, free of all
mortgages, pledges, liens, security interests, encumbrances,
leases, and charges other than those granted or created by an
Investor, and will not be subject to any preemptive rights,
rights of first refusal, redemption rights or other restrictions
on transfer, other than as imposed by applicable federal and
state securities laws and other than those granted or created by
an Investor; and (iii) the Ordinary Shares being sold
hereunder will be registered under the Securities Act of 1933,
as amended (the “Securities Act”) pursuant to the
Registration Statement.
4.3 Capitalization, Voting Rights. The
authorized, issued and outstanding capital stock of the Company
is as set forth in its Commission Documents as of the date
thereof; all issued and outstanding shares of capital stock of
the Company are validly issued, fully paid and nonassessable.
Except as set forth in the Commission Documents and except for
shares reserved for issuance pursuant to employee and consultant
benefit and option plans within the limits specified therein,
there are no outstanding options, warrants, agreements,
commitments, convertible securities, preemptive rights or other
rights to subscribe for or to purchase any shares of capital
stock of the Company nor are there any agreements, promises or
commitments to issue any of the foregoing. Except as set forth
in the Commission Documents, in this Agreement and as otherwise
required by law, there are no restrictions upon the voting or
transfer of the Shares pursuant to the Company’s Memorandum
and Articles of Association or other organizational documents or
other governing documents or any agreement or other instruments
to which the Company is a party or by which the Company is bound.
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4.4 Authorization; Enforceability. The
Company has all requisite corporate power and authority to
execute, deliver and perform its obligations under this
Agreement. All corporate action on the part of the Company, its
directors and stockholders necessary for the authorization,
execution, delivery and performance of this Agreement by the
Company, the authorization, sale, issuance and delivery of the
Shares and the performance of the Company’s obligations
hereunder has been taken. This Agreement will constitute, when
executed and delivered by the Company at the Closing, a legal,
valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the
relief of debtors and rules of law governing specific
performance, injunctive relief or other equitable remedies, and
to limitations of public policy.
4.5 No Conflict; Governmental Consents.
(a) The execution and delivery by the Company of this
Agreement, the consummation of the transactions contemplated
hereby and the offer and sale of the Shares will not result in
the violation of any material law, statute, rule, regulation,
order, writ, injunction, judgment or decree of any court or
governmental authority to or by which the Company is bound, or
of any provision of the Memorandum and Articles of Association
of the Company or the charter or other organizational documents
of any of its subsidiaries, and will not conflict with, or
result in a breach or violation of, any of the terms or
provisions of, or constitute a default under, any lease, loan
agreement, mortgage, security agreement, trust indenture or
other agreement or instrument to which the Company is a party or
by which it is bound or to which any of its properties or assets
is subject, where such conflict, breach or default is likely to
result in a material adverse effect on the operations or
financial condition of the Company and its subsidiaries taken as
a whole (a “Material Adverse Effect”).
(b) No consent, waiver, approval, authorization or other
order of any governmental authority is required to be obtained
by the Company in connection with the authorization, execution
and delivery of this Agreement or with the authorization,
issuance and sale of the Shares, except such filings as may be
required to be made, and which shall have been made at or prior
to the required time, with the Commission, The Nasdaq Stock
Market, Inc. (“Nasdaq”), and any state or foreign blue
sky or securities regulatory authority.
4.6 Licenses. The Company has all
licenses, permits and other governmental authorizations
currently required for the conduct of its business or ownership
of properties and is in all material respects complying
therewith, except for any licenses, permits or other
governmental authorizations, the lack of which would not likely
result in a Material Adverse Effect.
4.7 Litigation. There is no legal action,
suit, arbitration or other legal, administrative or governmental
investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its
subsidiaries or any of their respective properties before or by
any court, governmental or administrative agency or regulatory
authority which (i) relates to or challenges the legality,
validity or enforceability of this Agreement, (ii) if
adversely determined, would impair the ability of the Company to
perform fully any obligations which it has under this Agreement,
or (iii) could reasonably be expected to have a Material
Adverse Effect.
4.8 Listing. Within 10 days
following the Closing, the Company shall file a Notification
Form: Listing of Additional Shares with Nasdaq with respect to
the trading of the ADRs representing the Shares and hereby
represents and warrants to the Placement Agent and the Investors
that it will take any other necessary action in accordance with
the rules of Nasdaq to enable such ADRs to trade on Nasdaq.
There are no proceedings pending or, to the Company’s
knowledge, threatened against the Company relating to the
continued listing of the ADRs on Nasdaq and the Company has not
received any notice of, nor to the knowledge of the Company is
there any basis for, the delisting of the ADRs from Nasdaq.
4.9 No Material Adverse Change. Since
December 31, 2004, the Company and its subsidiaries have
conducted their business in the ordinary course and there has
been no material adverse change in the financial condition,
operating results, assets, operations, employee relations or
supplier relations of the Company or its subsidiaries, provided
that the incurrence of expenditures at levels consistent with
the Company’s practices subsequent to the acquisition of
Laxdale Limited, as adjusted for any additional expenditures
incurred in connection with the conduct of clinical trials
and/or
research and development activities, shall not in any event be
deemed to constitute a material adverse change hereunder.
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4.10 Financial Statements. The financial
statements included in the Company’s Annual Report on
Form 20-F
for the fiscal year ended December 31, 2004 present fairly
and accurately in all material respects the financial position
of the Company as of the dates shown and its results of
operations and cash flows for the periods shown, and such
financial statements have been prepared in conformity with
United Kingdom generally accepted accounting principles applied
on a consistent basis.
4.11 Disclosure. Neither this Agreement,
the Prospectus nor any of the Commission Documents contain any
untrue statement of a material fact or omits to state a material
fact necessary to make the statements contained herein or
therein, in light of the circumstances under which such
statements were made, not misleading.
4.12 Accuracy of Reports. All reports
required to be filed by the Company within the three years prior
to the date of this Agreement under the Securities Exchange Act
of 1934, as amended, (the “Exchange Act”), have been
duly and timely filed with the Commission. During the last three
fiscal years, as of their respective dates, the Company’s
Annual Reports on
Form 20-F
(after giving effect to the filing of any amendments thereto
filed with the Commission), complied at the time of filing in
all material respects with the requirements of their respective
forms and, were complete and correct in all material respects as
of the dates at which the information was furnished, and
contained (as of such dates) no untrue statement of a material
fact or omitted to state a material fact necessary in order to
make the statements contained therein, in light of the
circumstances under which they were made, not misleading.
4.13 Registration Statement;
Effectiveness. At the Closing the sale and
issuance by the Company of the Shares will be validly registered
pursuant to the Registration Statement and such Shares and the
ADRs representing such Shares will be issued without a
restrictive legend.
5. Representations, Warranties and Covenants of the
Investors.
5.1 Each Investor individually represents and
warrants to, and covenants with, the Company that: (i) the
Investor is knowledgeable, sophisticated and experienced in
making, and is qualified to make decisions with respect to,
investments in shares presenting an investment decision like
that involved in the purchase of the Shares, including
investments in Shares issued by the Company and investments in
comparable companies, and has requested, received, reviewed and
considered all information it deemed relevant in making an
informed decision to purchase the Shares; (ii) the Investor
is acquiring the number of Shares set forth on
Exhibit A hereto in the ordinary course of its
business and for its own account for investment only and with no
present intention of distributing any of such Shares or any
arrangement or understanding with any other persons regarding
the distribution of such Shares in violation of the securities
laws (this representation and warranty not limiting such
Investor’s right to sell the Shares pursuant to the
Registration Statement or otherwise in compliance with
applicable federal and state securities laws); (iii) the
Investor will not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy,
purchase or otherwise acquire or take a pledge of) any of the
Shares except in compliance with the Securities Act, applicable
state securities laws and the respective rules and regulations
promulgated thereunder; and (iv) the Investor, after giving
effect to the transactions contemplated hereby, will not, either
individually or with a group (as defined in
Section 13(d)(3) of the Exchange Act), be the beneficial
owner of 20% or more of the Company’s outstanding Ordinary
Shares. For purposes of this Section 5.1, beneficial
ownership shall be determined pursuant to
Rule 13d-3
under the Exchange Act.
5.2 Each Investor outside the United States will
comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers
Shares or has in its possession or distributes any offering
material, in all cases at its own expense.
5.3 Each Investor hereby covenants with the Company
not to make any sale of the Shares without effectively causing
the prospectus delivery requirement under the Securities Act to
be satisfied. Each Investor acknowledges that there may
occasionally be times when the Company, based on the advice of
its counsel, determines that it must suspend the use of the
Prospectus forming a part of the Registration Statement until
such time as an amendment to the Registration Statement has been
filed by the Company and declared effective by the Commission or
until the Company has amended or supplemented such Prospectus,
provided that the Company shall not be entitled to suspend the
use of such Registration Statement for longer than sixty
(60) days in any
12-month
period.
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5.4 Each Investor further represents and warrants
to, and covenants with, the Company that (i) the Investor
has full right, power, authority and capacity to enter into this
Agreement and to consummate the transactions contemplated hereby
and has taken all necessary action to authorize the execution,
delivery and performance of this Agreement, and (ii) this
Agreement constitutes a valid and binding obligation of the
Investor enforceable against the Investor in accordance with its
terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ and contracting parties’
rights generally and except as enforceability may be subject to
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law) and except as the indemnification agreements of the
Investors herein may be legally unenforceable.
5.5 Each Investor has received and carefully
reviewed the Prospectus and the Commission Documents and, to the
extent the Investor deems appropriate, has discussed the
Commission Documents with representatives of the Company. Each
Investor is also aware of and acknowledges the following:
(a) that no Federal or state agency has made any finding or
determination regarding the fairness of this Offering for
investment, or any recommendation or endorsement of the Shares;
(b) that neither the officers, directors, agents,
affiliates or employees of the Company, nor any other person,
has expressly or by implication, made any representation or
warranty concerning the Company other than as set forth in the
Prospectus; and
(c) that the past performance or experience of the Company,
the Company’s officers, directors, agents, or employees,
will not in any way indicate or predict the results of the
ownership of Shares or of the Company’s activities.
5.6 Each Investor understands that nothing in this
Agreement or any other materials presented to the Investor in
connection with the purchase and sale of the Shares constitutes
legal, tax or investment advice. Each Investor acknowledges that
no assurances have been made regarding any tax advantages which
may accrue to him or it as a result of an investment in the
Company, nor has any assurance been made that existing tax laws,
regulations and administrative rulings will not be modified in
the future, thus denying the Investor all or a portion of the
tax benefits which may currently be, or which may become,
available under existing tax laws, regulations or rulings. Each
Investor represents that he or it has made such independent
inquiries as he or it deems necessary to evaluate properly his
or its investment in the Company, including consultation with
such legal, tax and investment advisors as Investor, in its sole
discretion, has deemed necessary or appropriate.
5.7 Except as has been specifically disclosed by the
Investor to the Company in writing, no sales commissions or
similar payments have been paid or are or will be owed by the
Investor to any third party in connection with the
Investor’s purchase of the Shares subscribed for hereby.
6. Notices. All notices, requests,
consents and other communications hereunder shall be in writing,
shall be mailed (A) if within domestic United States by
first-class registered or certified airmail, or nationally
recognized overnight express courier, postage prepaid, or by
facsimile, or (B) if delivered from outside the United
States, by International Federal Express or facsimile, and shall
be deemed given (i) if delivered by first-class registered
or certified mail domestic, three business days after so mailed,
(ii) if delivered by nationally recognized overnight
carrier, one (1) business day after so mailed,
(iii) if delivered by International Federal Express, two
(2) business days after so mailed, (iv) if delivered
by facsimile, upon electric confirmation of receipt and shall be
delivered as addressed as follows:
(a) if to the Company, to:
Amarin Corporation plc
0 Xxxxxx Xxxxxx
Xxxxxx , X0X 0XX
Xxxxxx Xxxxxxx
Fax: x00 (0) 000 000 0000
Attn: General Counsel & Company Secretary
0 Xxxxxx Xxxxxx
Xxxxxx , X0X 0XX
Xxxxxx Xxxxxxx
Fax: x00 (0) 000 000 0000
Attn: General Counsel & Company Secretary
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(b) if to the Investors, at their addresses on the on the
signature page attached hereto, or at such other address or
addresses as may have been furnished to the Company in writing.
7. Future Investment Right. If by
March 15, 2006, the Company has not raised gross proceeds
of at least $10 million (the “Future Financing
Amount”) from one, or any combination of, the following
sources: (i) revenues from the licensing or partnering of
the Company’s intellectual property or proprietary
information that are receivable prior to March 15, 2006;
(ii) the issuance of Ordinary Shares at a price per
Ordinary Share of at least $2.50;
and/or
(iii) funds received by the Company in connection with the
exercise of outstanding warrants; then, at any time between
March 15, 2006 and March 31, 2006, the Investor and
the Other Investors shall have a pro rata right to make an
equity investment in the Company, at a price per at a price per
Ordinary Share of the lesser of $1.75 or 84% of the volume
weighted average of closing prices of the ADRs on Nasdaq over
the thirty trading days ending on March 15, 2006, in an
amount up to the Future Financing Amount, less any amounts
actually raised pursuant to subsections (i)-(iii) above. To the
extent that the Investor or any Other Investor does not wish to
take part in such financing, the unallocated portion of the
Future Financing Amount will be allocated on a pro rata basis
among those investors who have elected to take part in the
financing until all of the Future Financing Amount has been
allocated to investors that wish to take part in the financing.
Notwithstanding anything to the contrary in this Section 8,
the Future Financing Amount shall be reduced on a
dollar-for-dollar
basis to the extent that the gross amount raised in this
Offering exceeds $15 million.
8. Survival of Representations, Warranties and
Agreements. Notwithstanding any investigation
made by any party to this Agreement or by the Placement Agent,
all representations and warranties made by the Company and the
Investor herein shall survive the execution of this Agreement,
the delivery to the Investor of the Shares being purchased and
the payment therefor for a period of 18 months. All
covenants and agreements contained in this Agreement shall
survive the execution of this Agreement, the delivery to the
Investor of the Shares being purchased and the payment therefor
in accordance with the terms of such covenant or agreement.
9. No Assignment. Neither this Agreement
nor any of the rights or obligations of the Investor hereunder
may be transferred or assigned by the Investor.
10. Disputes. The Company and each
Investor hereby agree that any dispute which may arise between
them arising out of or in connection with this Agreement may be
adjudicated before a court located in New York City, and the
Company and each Investor hereby submit to the non-exclusive
jurisdiction of the courts of the State of New York located in
New York, and of the federal courts in the Southern District of
New York, with respect to any action or legal proceeding
commenced by any party, and irrevocably waive any objection they
now or hereafter may have respecting the venue of any such
action or proceeding brought in such a court or respecting the
fact that such court is an inconvenient forum, relating to or
arising out of this Agreement or any acts or omissions relating
to the sale of the Shares hereunder, and consent to the service
of process in any such action or legal proceeding by means of
registered or certified mail, return receipt requested, in care
of the address set forth below or such other address as each
Investor shall furnish in writing to the Company.
11. Further Assurances. The parties agree
to execute any and all such other and further instruments and
documents, and to take any and all such further actions
reasonably required to effectuate this Agreement and the intent
and purposes hereof.
12. Changes. This Agreement may not be
modified or amended except pursuant to an instrument in writing
signed by the Company and the Investors.
13. Headings. The headings of the various
sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be part of this
Agreement.
14. Severability. In case any provision
contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.
15. Governing Law. This Agreement shall
be governed by, and construed in accordance with, the internal
laws of the State of New York, without giving effect to the
principles of conflicts of law.
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16. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together,
shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party
hereto and delivered to the other parties.
17. Confidential Disclosure
Agreement. Notwithstanding any provision of this
Agreement to the contrary, any confidential disclosure agreement
previously executed by the Company and the Investors in
connection with the transactions contemplated by this Agreement
shall remain in full force and effect in accordance with its
terms following the execution of this Agreement and the
consummation of the transactions contemplated hereby.
18. Third Party Beneficiary. Nothing in
this Agreement shall create or be deemed to create any rights in
any person or entity not a party to this Agreement.
[Signatures
Follow]
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IN WITNESS WHEREOF, the Investor has executed this
Agreement on
this day
of May, 2005.
| For Individual Investors: | For Investors other than Individuals: | |
|
Signature |
Name of Entity (Please Print) |
|
|
Name (Please Print) |
By: _ _Signature |
|
|
Name (Please Print) |
||
|
Title |
|
All Investors:
|
||
|
|
Aggregate Purchase
Commitment: |
|
| US$: _ _ | ||
|
|
Price Per Share: $1.30 |
On this day of May, 2005, on behalf of the
Company, a subscription for
$ of Shares is
hereby accepted by the Company.
AMARIN CORPORATION PLC
| By: |
|
Name:
Title:
9
EXHIBIT
A
|
Investor Name |
Total Subscription |
Price |
Number of Shares |
||||||||||||
| and Address | Amount in US$ | per Share | to be Issued | ||||||||||||
| $ | 1.30 | ||||||||||||||
| $ | 1.30 | ||||||||||||||
| $ | 1.30 | ||||||||||||||
| $ | 1.30 | ||||||||||||||
| $ | 1.30 | ||||||||||||||
| $ | 1.30 | ||||||||||||||
| $ | 1.30 | ||||||||||||||
| $ | 1.30 | ||||||||||||||
| $ | 1.30 | ||||||||||||||
| $ | 1.30 | ||||||||||||||
EXHIBIT
B
AMARIN
CORPORATION PLC
STOCK
CERTIFICATE QUESTIONNAIRE
Pursuant to the terms of the Agreement, please provide us with
the following information (as applicable) so that we can issue
ADRs to you either through the DTC system or in
paper/certificated form:
| A) | FOR A DTC ELECTRONIC CREDIT OF ADRS |
| 1. DTC Account details: |
Name of DTC Account holder: |
|
|
Account Holder Number: |
||
|
Address of DTC
Account Holder: |
||
|
Client
Account
(“registered holder”) number at DTC Account |
||
|
2. The relationship
between the Investor and the registered holder listed in
response to item 1 above:
|
||
|
3. The mailing address
of the registered holder listed in response to item 1 above:
|
||
|
4. The Social Security
Number or Tax Identification Number of the registered holder
listed in the response to item 1 above:
|
|
B) FOR PAPER ADR
CERTIFICATES
|
||
|
1. The exact name that
your American Depositary Receipts are to be registered in (this
is the name that will appear on your stock certificate(s)). You
may use a nominee name if appropriate:
|
||
|
2. The relationship
between the Investor and the registered holder listed in
response to item 1 above:
|
||
|
3. The mailing address
of the registered holder listed in response to item 1 above:
|
||
|
4. The Social Security
Number or Tax Identification Number of the registered holder
listed in the response to item 1 above:
|
||
EXHIBIT
C
FORM OF ESCROW AGREEMENT
