AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Exhibit 4.79
AMENDMENT
NO. 1 TO STOCK PURCHASE AGREEMENT
THIS
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of April 7, 2008
(this “Agreement”), by and
among Amarin Corporation plc, a public limited liability company incorporated
under the laws of England and Wales (the “Buyer”) and Medica II
Management L.P., a Cayman Islands limited partnership (the “Sellers’
Representative”), in its capacity as the Sellers’ Representative
appointed pursuant to Section 13 of that certain Stock Purchase Agreement dated
5 December 2007 between Buyer, the Security Holders of Ester Neuroscience Ltd
(the “Company”), the
Company, and the Sellers’ Representative (the “SPA”; all capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to them in the SPA).
Whereas,
the Buyer, the Security Holders of the Company, the Company and the Sellers’
Representative have entered into the SPA, and now the Buyer and the Sellers’
Representative, in accordance with Section 14.5 of the SPA, wish to amend the
SPA, as set forth herein;
NOW,
THEREFORE, in consideration of the premises and the mutual representations,
warranties, covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree that,
notwithstanding anything to the contrary in the SPA:
1. The
definition of “Milestone II Time Limit Date” in Section 1.1 of the SPA shall be
amended to read as follows: “Milestone II Time Limit
Date” means the date that is two years from the Milestone Ib
Date.”
2. Other
than as specifically stated herein, the SPA shall remain in fall force and
effect without any change.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement, to be signed the
day and year first above written.
|
MEDICA
II MANAGEMENT L.P.
|
|
By:
/s/ Xxxx
Xxxxxx
|
|
Name:
Title:
|
|
AMARIN
CORPORATION PLC
|
|
By:
/s/ Xxxx
Xxxxx
|
|
Name:
Title:
|
