PURCHASE AGREEMENT
Exhibit 4.69
Amarin
Corporation plc
0 Xxxxxx
Xxxxxx
Xxxxxx
X0X 0XX, Xxxxxxx
Ladies
and Gentlemen:
The
undersigned, ______________ (the “Investor”), hereby confirms its agreement with
you as follows:
1. This
Purchase Agreement (the “Agreement”) is made as of June 1, 2007 between Amarin
Corporation plc, a public limited company registered in England and Wales (the
“Company”), and the Investor.
2. Pursuant
to the terms of the offer contained in the prospectus included in the
Registration Statement on Form F-3, File No. 333-135718 (the
“Registration Statement”), which registration statement was filed with the
Securities and Exchange Commission (the “Commission”) on July 12, 2006 and
was declared effective by the Commission on August 2, 2006, and is
effective on the date hereof 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 __________ ordinary
shares, ₤0.05 par value per share, of the Company (each, an “Ordinary Share”),
each Ordinary Share represented by one American Depositary Share (an “ADS”),
evidence by one American Depositary Receipt (an “ADR”) (collectively, the
“Shares”) and a warrant (substantially in the form attached as Exhibit A
hereto, the “Warrant” and, together with the Shares, the “Securities”) to
purchase _____ Ordinary Shares (the “Warrant Shares”) at an exercise price per
Warrant Share equal to $0.72. The purchase price for the Securities
shall be $________ (the “Purchase Price”).
The
Company has not received notice that the Commission has issued or intends to
issue a stop order suspending the effectiveness of the Registration Statement or
that the Commission otherwise has suspended or withdrawn the effectiveness of
the Registration Statement, either temporarily or permanently. On the
date hereof, the Registration Statement (including the information and documents
incorporated therein by reference), as amended by any amendment or
post-effective amendment thereto on or prior to the date hereof, did not include
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Company hereby agrees to file with the Commission, as
required, no later than two business days after the date hereof, a prospectus
supplement in accordance with Rule 424(b)(2) of the Securities Act of 1933, as
amended. The Registration Statement registers the issuance of the
Shares and the Warrant Shares to the Investor and, when issued to the Investor,
the Shares and the Warrant Shares will be freely transferable by
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the
Investor. The Shares and the Warrant Shares have been approved for
listing on the Nasdaq Stock Market.
3. The
Investor directs the Company to issue the Ordinary Shares issued and sold
hereunder, at the Closing (as defined below), in the name of National City
Nominees Limited of Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx, X00
0XX, being the nominee of Citibank, N.A., the Company’s depositary for its ADR
program (the “ADR Depositary”), against the issuance by the ADR Depositary of
ADRs in the name of, or as otherwise instructed below by, the
Investor.
4. The
completion of the purchase and sale of the Securities (the “Closing”) shall
occur at the office of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx
Xxxx, XX 00000, at 10:00 a.m., Eastern Daylight time, on June 1, 2007 (the
“Closing Date”). At the Closing, subject to receipt of the Purchase
Price, the Company shall (a) cause the CREST account of the nominee of the ADR
Depositary to be credited with the Ordinary Shares issued and sold hereunder,
(b) instruct the ADR Depositary to issue ADRs in the amount to be registered to
a nominated Depository Trust Company (“DTC”) account designated by the Investor
in writing, in each case, as indicated below and (c) issue to the Investor the
Warrant. At the Closing, the Investor shall, against delivery of the
Securities, deliver to the Company the Purchase Price by wire transfer in
immediately available funds to the Company’s account as follows:
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Bank:
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Wachovia
Bank, NY, USA
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ABA
No:
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026–005–092
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For
the account of:
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Lloyds
TSB plc
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Swift
Code:
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XXXXXX0XXXX
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For
further credit to:
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Lloyds
XXX,
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Xxxxxxx
Xxxxx
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Xxx,
Xxxxxxxxx
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XX0
0XX
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U.K.
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Account
Name:
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Amarin
Corporation plc
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Account
No:
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00000000
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Sort
Code:
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30
– 93 – 05
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Swift
Code:
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XXXXXX00000
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IBAN
No:
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XX00
XXXX 0000 0000 0000 00
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5. The
Investor has received and carefully reviewed the Prospectus. The
Investor is also aware of and acknowledges that:
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(a) no
Federal or state agency has made any finding or determination regarding the
fairness of this subscription for investment, or any recommendation or
endorsement of the Securities;
(b) none of
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 Securities or of the Company’s activities or
performance.
6. 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.
7. The
Company has no liability or obligation to pay any fees or commissions to any
broker, finder or agent with respect to the issuance and sale of the Warrant or
the Shares for which the Investor could become liable or obligated.
8. This
Agreement may be executed in two or more counterparts, including by facsimile
transmission, 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.
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Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.
Investor
Name:
___________________________________
Address:
___________________________________
___________________________________
___________________________________
Telephone:
___________________________________
Facsimile:
___________________________________
Email:
___________________________________
Social
Security Number or
Tax
Identification
Number:
___________________________________
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DTC
Account Details:
Name of
DTC Participant:
__________________________________
(your
broker or custodian bank)
Address
of DTC Participant:
___________________________________
(address
of your broker
or
custodian bank)
___________________________________
___________________________________
DTC
Participant Account Number:
___________________________________
Client
Account (“Account Holder”)
number at
DTC Participant:
___________________________________
Address
of Account Holder:
___________________________________
___________________________________
___________________________________
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____________________________________
INVESTOR
NAME
By:
_________________________________
Name:
Title:
AGREED
AND ACCEPTED:
Amarin
Corporation plc,
a public
limited company registered in England and Wales
By:
________________________________________
Name: Xxxxxx
X. Xxxxx
Title: Chairman
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EXHIBIT A
WARRANT
AMARIN
CORPORATION PLC
WARRANT
TO PURCHASE ORDINARY SHARES
| No. W-[ ] |
June 1,
2007
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Void After May 31,
2012
THIS
CERTIFIES THAT, for value received, ______________, with its principal office at
______________, or assigns (the “Holder”), is entitled to
subscribe for and purchase at the Exercise Price (defined below) from Amarin
Corporation plc, a public limited company organized under the laws of England
and Wales, with its principal office at 0 Xxxxxx Xxxxxx, Xxxxxx, X0X 0XX, Xxxxxx
Xxxxxxx (the “Company”),
up to ______________ ordinary shares, par value £0.05 per share, of the Company
(the “Ordinary Shares”),
each Ordinary Share represented by one American Depositary Share (an “ADS”), evidenced by one
American Depositary Receipt (an “ADR”), of the Company, subject
to adjustment as provided herein. This warrant (the “Warrant”) is being issued
pursuant to the terms of the Purchase Agreement, dated as of June 1, 2007,
by and between the Holder and the Company (the “Purchase
Agreement”). Capitalized terms not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Purchase
Agreement.
1. DEFINITIONS. As
used herein, the following terms shall have the following respective
meanings:
(a) “Exercise Period” shall mean
the period commencing on the date hereof and ending on May 31, 2012, unless
sooner terminated as provided below.
(b) “Exercise Price” shall mean
U.S.$0.72 per Ordinary Share, subject to adjustment as provided in Section 4
below.
(c) “Exercise Shares” shall mean
the Ordinary Shares, each Ordinary Share represented by one ADS, evidenced by
one ADR, of the Company, issued upon exercise of this Warrant, subject to
adjustment and limitation pursuant to the terms herein, including but not
limited to Sections 4 and 5 below.
(d) “VWAP” shall mean, for any
date, the price determined by the first of the following clauses that
applies: (i) if the Ordinary Shares in the form of ADSs are then
listed on The Nasdaq Stock Market or another national securities exchange (a
“Trading Market”), the
daily volume weighted average price of the ADSs for such date (or
the
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nearest
preceding trading date) on the Trading Market on which the ADSs are then listed,
as reported by Bloomberg Financial LP; (b) if the ADSs are not then listed on a
Trading Market and if prices for the ADSs are then quoted on the OTC Bulletin
Board, the volume weighted average price of the ADSs for such date (or the
nearest preceding trading date) on the OTC Bulletin Board; and (c) if the ADSs
are not then listed on the OTC Bulletin Board and if prices for the ADSs are
then reported on the “Pink Sheets” published by the Pink Sheets LLC (or similar
organization or agency succeeding to its functions of reporting prices), the
most recent bid price per share of the ADSs so reported; or (d) in all other
cases, the fair market value of an ADS as determined by an independent appraiser
selected in good faith by the Company.
2. EXERCISE OF
WARRANT.
2.1 Method of
Exercise. The rights represented by this Warrant may be
exercised in whole or, subject to Section 2.2 hereof, in part at any time during
the Exercise Period, by delivery at least ten (10) days prior to the date of
exercise of the following to the Company at its address set forth above (or at
such other address as it may designate by notice in writing to the
Holder):
(a) An
executed Notice of Exercise in the form attached hereto;
(b) Payment
of the Exercise Price by wire transfer of immediately available funds;
and
(c) This
Warrant (together with each duly completed Assignment Form in respect of each
assignment of this Warrant, if any, subsequent to the date hereof).
Upon the
exercise of the rights represented by this Warrant, ADRs shall be issued for the
Exercise Shares so purchased, and shall be registered in the name of the Holder
or persons affiliated with the Holder, if the Holder so designates, reasonably
promptly after the rights represented by this Warrant shall have been so
exercised and shall be issued and delivered to the Holder through the book-entry
facilities of The Depository Trust Company, unless the Holder specifies
otherwise. The issuance of Exercise Shares upon exercise of this
Warrant shall be made without charge to the Holder for any stamp duty or stamp
duty reserve tax with respect thereto or any other cost incurred by the Company
in connection with the exercise of this Warrant and the related issuance of
Exercise Shares.
2.2 Partial
Exercise. This Warrant may be exercised in part; provided that no exercise of
this Warrant may be in respect of less than 10,000 Exercise Shares; provided, however, that if this Warrant
is, upon issuance, exercisable for less than 10,000 Exercise Shares, this
Warrant may be exercised in whole but not in part. If this Warrant is
exercised in part only, the Company shall, upon surrender of this Warrant,
execute and deliver, within 10 days after the date of exercise, a new Warrant
evidencing the rights of the Holder, or such other person as shall be designated
in the Notice of Exercise, to purchase the balance of the Exercise Shares
purchasable hereunder. In no event shall this Warrant be exercised in
part if, after giving effect to such exercise, the remaining number of Exercise
Shares in respect of such new Warrant would be less than 10,000. In
no event shall this Warrant be exercised for a fractional Exercise Share, and
the
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Company
shall not distribute a Warrant exercisable for a fractional Exercise
Share. Fractional Exercise Shares shall be treated as provided in
Section 5 hereof.
2.3 Call Right.
(a) Subject
to the provisions of this Section 2.3, if at any time the VWAP of the ADSs on
the Company’s Trading Market is equal to or above U.S.$1.80, as adjusted for any
stock splits, stock combinations, stock dividends and other similar events (the
“Threshold Price”), for
each of any twenty consecutive Trading Day period, then the Company at any time
thereafter shall have the right, but not the obligation (the “Call Right”), on 20 days’
prior written notice to the Holder, to cancel all, but not less than all, of the
unexercised portion of this Warrant for which a Notice of Exercise has not yet
been delivered prior to the Cancellation Date (as defined below).
(b) To
exercise the Call Right, the Company shall deliver to the Holder an irrevocable
written notice thereof (a “Call
Notice”). The date that the Company delivers the Call Notice
to the Holder shall be referred to as the “Call Date”. Within
20 days after receipt of the Call Notice, the Holder may exercise this Warrant
in whole or in part, subject to the terms hereof, as set forth in
herein. Any portion of this Warrant that is not exercised by 5:30
p.m. (New York City time) on the 20th day following the date of receipt of the
Call Notice (the “Cancellation Date”) shall be
cancelled.
(c) Notwithstanding
anything to the contrary set forth in this Warrant, unless waived in writing by
the Holder, the Company may not deliver a Call Notice or require the
cancellation of any unexercised portion of this Warrant (and any Call Notice
will be void) unless from the Call Date through the Cancellation Date (the
“Call Period”) the
Registration Statement shall be effective as to the issuance of all of the
Exercise Shares to be issued to the Holder upon exercise of the
Warrant.
3. COVENANTS OF THE
COMPANY.
3.1 Covenants as to Exercise
Shares. The Company covenants and agrees that all Exercise
Shares that may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be duly authorized, validly issued, fully paid,
non-assessable and free from all preemptive or similar rights, taxes, liens and
charges with respect to the issuance thereof. The Company further
covenants and agrees that the Company will at all times during the Exercise
Period, have sufficient authorized share capital to provide for the exercise of
the rights represented by this Warrant. If at any time during the
Exercise Period the authorized share capital shall not be sufficient to permit
exercise of this Warrant, the Company will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued
share capital (or other securities as provided herein) to such amount as shall
be sufficient for such purposes.
3.2 No
Impairment. Except and to the extent as waived or consented to
by the Holder in writing or otherwise in accordance with Section 11 hereof, the
Company will not, by amendment of its Memorandum and Articles of Association (as
such may be amended from time to time), or through any means, avoid or seek to
avoid the observance or performance of
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any of
the terms to be observed or performed hereunder by the Company, but will at all
times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all commercially reasonable actions as may be
necessary in order to protect the exercise rights of the Holder against
impairment.
3.3 Notices of Record
Date. In the event of any taking by the Company of a record of
the holders of any class of securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or other distribution,
the Company shall mail to the Holder, where practicable, at least ten (10) days
prior to the date specified therein, a notice specifying the date on which any
such record is to be taken for the purpose of such dividend or distribution;
provided that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not adversely affect the validity of the dividend or distribution required
to be specified in such notice.
4. ADJUSTMENT OF EXERCISE
PRICE. In the event of changes in the outstanding Ordinary
Shares of the Company, on or after the date hereof, by reason of a stock
dividend, subdivision, split-up, or combination of shares, the number of shares
purchasable under the Warrant in the aggregate and the Exercise Price shall be
correspondingly adjusted to give the Holder of the Warrant, on exercise for the
same aggregate Exercise Price, the total number of shares as the Holder would
have owned had the Warrant been exercised prior to the event requiring
adjustment and had the Holder continued to hold such shares until after such
event. The form of this Warrant need not be changed because of any
adjustment in the Exercise Price and/or number of shares subject to this
Warrant. The Company shall promptly provide a certificate from the
Company notifying the Holder in writing of any adjustment in the Exercise Price
and/or the total number of shares issuable upon exercise of this Warrant, which
certificate shall describe the event giving rise to the adjustment and specify
the Exercise Price and number of shares purchasable under this Warrant after
giving effect to such adjustment.
If, for
any reason, prior to the exercise of the Warrant in full, the Company spins off
or otherwise divests itself of a part of its business or operations or disposes
all or a part of its assets (the “Spin Off”), in each case in a transaction in
which the Company does not receive compensation for such business, operations or
assets, but causes securities of another entity (the “Spin Off Securities”) to
be issued to security holders of the Company, then the Exercise Price of the
Outstanding Warrant shall be adjusted immediately after consummation of the Spin
Off by multiplying the Exercise Price in effect immediately prior to the Spin
Off by a fraction (if, but only if, such fraction is less than 1.0), the
numerator of which is the average closing bid price of the ADSs for the five
trading days immediately following the fifth trading day after the record date
(the “Record Date”) for determining the amount and number of Spin Off Securities
to be issued to security holders of the Company, and the denominator of which is
the average closing bid price of the ADSs for the five trading days immediately
preceding the Record Date; and such adjusted Exercise Price shall be deemed to
be the Exercise Price with respect to the Outstanding Warrant after the
consummation of the Spin Off.
5. FRACTIONAL
SHARES. No fractional shares shall be issued upon the exercise
of this Warrant as a consequence of any adjustment pursuant
hereto. All Exercise Shares (including fractions) issuable upon
exercise of this Warrant may be aggregated for purposes of determining whether
the exercise would result in the issuance of any fractional share.
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If, after
aggregation, the exercise would result in the issuance of a fractional share,
the Company shall, in lieu of issuance of any fractional share, pay the Holder
otherwise entitled to such fraction a sum in cash equal to the product resulting
from multiplying the then current fair market value of an Exercise Share by such
fraction.
6. CERTAIN EVENTS. In
the event of, at any time during the Exercise Period, any capital
reorganization, or any reclassification of the capital stock of the Company
(other than a change in par value or from par value to no par value or no par
value to par value or as a result of a stock dividend, subdivision, split-up or
combination of shares), or the consolidation or merger of the Company with or
into another corporation (other than a merger solely to effect a reincorporation
of the Company into another state), in each case, in which the shareholders of
the Company immediately prior to such capital reorganization, reclassification,
consolidation or merger, will hold less than a majority of the outstanding
shares of the Company or resulting corporation immediately after such capital
reorganization, reclassification, consolidation or merger, or the sale or other
disposition of all or substantially all of the properties and assets of the
Company and its Subsidiaries, taken as a whole, in its entirety to any other
person, other than sales or other dispositions that do not require shareholder
approval (each, an “Event”), the Company shall
provide to the Holder ten (10) days' advance written notice of the Event, and
the Holder shall have the option, in its sole discretion, to allow any
unexercised portion of the Warrant to be deemed automatically
exercised. This Warrant will be binding upon the successors and
assigns of the Company upon an Event.
7. NO SHAREHOLDER
RIGHTS. This Warrant in and of itself shall not entitle the
Holder to any voting rights or other rights as a shareholder of the
Company.
8. TRANSFER OF
WARRANT. This Warrant and all rights hereunder are
transferable by the Holder in person or by duly authorized attorney, upon
delivery of this Warrant and the duly completed Assignment Form attached hereto
to any authorized transferee designated by the Holder with a copy to the
Company.
9. LOST, STOLEN, MUTILATED OR DESTROYED
WARRANT. If this Warrant is lost, stolen, mutilated or
destroyed, the Company may, on such terms as to indemnity or otherwise as it may
reasonably impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and tenor as the
Warrant so lost, stolen, mutilated or destroyed. Any such new Warrant
shall constitute an original contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any
time enforceable by anyone.
10. MODIFICATION OR
WAIVER. Unless otherwise provided herein, this Warrant and any
provision hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the Company and the Holder.
11. NOTICES, ETC. All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified, (b)
when sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next business day, (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) business day after deposit
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with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to
the Company at the address listed on the signature page and to the Holders at
the addresses on the Company records, or at such other address as the Company or
Holder may designate by ten days’ advance written notice to the other party
hereto.
12. ACCEPTANCE. Receipt
of this Warrant by the Holder shall constitute acceptance of and agreement to
all of the terms and conditions contained herein and in the Purchase
Agreement.
13. GOVERNING LAW. This
Warrant and all rights, obligations and liabilities hereunder shall be governed
by the laws of England and Wales without regard to the principles of conflict of
laws.
14. DESCRIPTIVE
HEADINGS. The descriptive headings of the several paragraphs
of this Warrant are inserted for convenience only and do not constitute a part
of this Warrant. The language in this Warrant shall be construed as to its fair
meaning without regard to which party drafted this Warrant.
15. SEVERABILITY. The
invalidity or unenforceability of any provision of this Warrant in any
jurisdiction shall not affect the validity or enforceability of such provision
in any other jurisdiction, or affect any other provision of this Warrant, which
shall remain in full force and effect.
16. ENTIRE
AGREEMENT. This Warrant constitutes the entire agreement
between the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations, and
undertakings of the parties, whether oral or written, with respect to such
subject matter.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized officer as of June1, 2007.
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AMARIN
CORPORATION PLC
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By:_____________________________
Name: Xxxxxx
X. Xxxxx
Title: Chairman
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Address: 0
Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XxxxxxX0X 0XX
Xxxxxx Xxxxxxx
Attention: Chief Financial Officer
Facsimile: 44 20 7499 9004
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NOTICE OF
EXERCISE
TO: AMARIN
CORPORATION PLC
(1) The
undersigned hereby elects to purchase ________ ordinary shares (“Ordinary Shares”) of Amarin
Corporation plc (the “Company”) in the form of
American Depositary Shares (“ADSs”) pursuant to the terms
of the attached warrant (the “Warrant”), and tenders
herewith payment of the exercise price in full for such ADSs, together with all
applicable transfer taxes, if any.
(2) Please
issue ADRs evidencing ADSs representing said Ordinary Shares in the name of the
undersigned or in such other name as is specified below:
____________________________________________________
(Name)
____________________________________________________
____________________________________________________
(Address)
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Name
of DTC Participant acting for undersigned:
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DTC
Participant Account No.:
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Account
No. for undersigned at DTC Participant (f/b/o
information):
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Onward
Delivery Instructions of undersigned:
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Contact
person at DTC Participant:
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Daytime
telephone number of contact person at DTC Participant:
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____________________
(Date)
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(Signature)
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(Holder’s
Name)
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(Authorized Signature)
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(Title)
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____________________________________
(Tax
ID Number)
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____________________________________
(Telephone)
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NOTE: SIGNATURE MUST CONFORM IN ALL RESPECTS TO THE NAME OF
HOLDER AS SPECIFIED ON THE FACE OF THE WARRANT.
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ASSIGNMENT
FORM
(To
assign the foregoing Warrant, subject to compliance with the terms of the
Warrant, execute this form and supply required information. Do not
use this form to exercise the Warrant.)
FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to
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Name:_______________________________________
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(Please
Print)
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Address:____________________________________
____________________________________
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(Please
Print)
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and
_______________________________________ is hereby appointed attorney to transfer
said rights on the books of Amarin Corporation plc, with full power of
substitution in the premises.
Dated: __________,
20__
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Holder’s
Name:___________________________
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Title:___________________________________
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Holder’s
Address:_________________________
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Holder’s
Telephone:_______________________
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Facsimile:_______________________________
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Assignee
Tax ID No.:_______________________
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Assignee
Telephone: _______________________
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Assignee
Facsimile: ________________________
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Signature
Guaranteed:_______________________
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NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatever and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.
