PURCHASE AGREEMENT
Exhibit 4.67
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 October 18, 2006 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, (the
“Shares”) of the Company at a per share purchase price
of $ per Share.
3. The Investor hereby requests that the Company issue the
Shares within three New York business days after the date
hereof, following payment of the purchase price therefor as
provided herein, and directs the Company to issue the Shares 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 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 below by, the
Investor.
4. The Company will advise the Investor after receipt of
this subscription whether this subscription has been accepted or
rejected. If this subscription is rejected, the amount paid by
the Investor herewith shall 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 the Investor agrees to destroy or return to the Company
the Prospectus and all other documents concerning the offering
of the Shares. 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
third party subscriber’s subscription.
5. The completion of the purchase and sale of the Shares
(the “Closing”) shall occur at the office of Xxxxxx
Xxxxxx & Xxxxxxx
llp, at
10:00 A.M., New York City time, on
October , 2006 (or at such other place as shall
be agreed upon by Banc of America Securities LLC (the
“Placement Agent”) and the Company) (the “Closing
Date”). The Investor shall wire funds for the Shares by
5:00 p.m. New York City time on Wednesday, October 18,
2006. All wires should be sent to the Company’s account at:
Bank:
|
Wachovia Bank, NY, USA. | |
ABA No:
|
000-000-000 | |
For the account of:
|
Lloyds TSB plc | |
Swift Code:
|
XXXXXX0XXXX |
For further credit to:
Lloyds XXX,
|
Xxxxxxx Xxxxx
|
Xxx, Xxxxxxxxx
|
XX0 0XX
|
X.X
|
Account Name:
|
Amarin Corporation plc | |
Account No:
|
00000000 | |
Sort Code:
|
30 - 93 - 05 | |
Swift Code:
|
XXXXXX00000 | |
IBAN No:
|
XX00 XXXX 0000 0000 0000 00 |
6. At the Closing, subject to receipt of the funds by the
Company within the time prescribed and otherwise in accordance
with this Agreement, the Company shall promptly:
(a) to cause the CREST account of the nominee of the ADR
Depositary to be credited with the Shares purchased
hereby; and
(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.
7. The Investor 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, (ii) the Investor has such
knowledge and experience in financial and business matters that
the Investor is capable of evaluating the merits and risks of
the transactions contemplated hereby, (iii) the Investor is
purchasing the Shares for its own account, in the ordinary
course of its business and the Investor has no arrangement,
directly or indirectly, with any person to participate in the
distribution of the Shares, and (iv) 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
Investor herein may be legally unenforceable.
8. The Investor has received and carefully reviewed the
Prospectus. The 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 subscription 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 or
performance.
9. 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.
10. 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.
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:
DTC Account Details:
Name of DTC Participant:
(your broker or custodian bank)
Address of DTC Participant:
(address of your broker
or custodian bank)
or custodian bank)
DTC Participant Account Number:
Client Account (“Account Holder”)
number at DTC Participant:
number at DTC Participant:
Address of Account Holder:
INVESTOR
NAME
By: |
|
Name:
Title: |
AGREED AND ACCEPTED:
Amarin Corporation plc, a public company registered in England
and Wales
By: |
|
Name:
Title: |