DATED 2005
Exhibit
4.27
DATED 2005
(1) AMARIN
CORPORATION PLC
(2) AMARIN
INVESTMENT HOLDING, LTD
THIS
AGREEMENT
is made
on May 2005
BETWEEN:
|
(1)
|
AMARIN
CORPORATION PLC
(a
company registered in England under number 2353920) whose registered
office is at 0 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxx X0X 0XX ("Amarin");
and
|
|
(2)
|
AMARIN
INVESTMENT HOLDING, LTD
(an exempted company registered in Bermuda) whose registered office
is at
Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx (xxx "AIHL").
|
WHEREAS:
|
(A)
|
By
a deed dated 25 February 2004 (the "Deed")
Amarin constituted £5,000,000 8 per cent Secured Loan Notes 2009 (the
"Loan
Notes").
|
|
(B)
|
Elan
International Services Limited was the original registered holder
of
$5,000,000 principal Loan Notes (the "EISL
Loan Notes").
|
|
(C)
|
By
a securities Purchase Agreement dated 30 September 2004 AIHL purchased
the
EISL Loan Notes.
|
|
(D)
|
By
a Loan Redemption Agreement dated 7 October 2004 Amarin and AIHL
agreed
that Amarin redeem $3,000,000 in principal amount of the Loan Notes
with
the proceeds of redemption being immediately used to subscribe for
2,717,391 at a price of $1.104 per ordinary shares of 5p each in
the
capital of Amarin.
|
|
(E)
|
Amarin
and AIHL wish to agree that Amarin redeem the remaining $2,000,000
in
principal amount of the Loan Notes on the terms of this
Agreement.
|
NOW
IT IS AGREED
as
follows:
| 1. |
AGREEMENT
|
| 1.1 |
Pursuant
to Clause 6.1 of the Deed, Amarin shall redeem at par the remaining
$2,000,000 principal amount of the Loan Notes (the "Redeemed
Loan Notes")
immediately following execution of this Agreement. Additionally, Amarin
shall pay to AIHL within 3 days of the date of execution of this
Agreement, all interest accrued up to the date of this Agreement
calculated in the manner set out in the Loan
Notes.
|
| 1.2 |
AIHL
hereby directs Amarin to apply the proceeds of redemption of the Redeemed
Loan Notes forthwith following redemption of the Redeemed Loan Notes
in
subscription at the subscription price of $1.30
for
1,538,461 ordinary shares of 5 xxxxx each in the capital of Amarin
("Ordinary
Shares")
provided always that any such redemption shall be subject to the review
of
and approval by the Amarin Audit
Committee.
|
1
| 1.3 |
For
the avoidance of doubt the issuance of Ordinary Shares to AIHL as set
out
in Clause 1.2 above shall be on the same terms as those offered to
investors pursuant to the Company’s imminent fundraising to include,
without limitation, all terms relating to the issuance of warrants
(if
any) and the subsequent registration of the securities issued pursuant
to
such fundraising with the Securities and Exchange Commission or any
equivalent stock exchange and any warrant coverage (if any)offered
to any
such investors.
|
| 2. |
FURTHER
ASSURANCES
|
Each
party shall do or procure to be done all such further acts and things, and
execute or procure the execution of all such other documents, as the other
party
may from time to time reasonably require for the purpose of giving to the other
party the full benefit of all of the provisions of this Agreement.
| 3. |
VARIATION
|
No
modification, variation or amendment of this Agreement shall be effective unless
such modification, variation or amendment is in writing and has been executed
by
or on behalf of both of the parties.
| 4. |
ASSIGNMENT
|
Neither
of the parties shall, without the prior written consent of the other assign,
transfer, charge or deal in any other manner with this Agreement or any rights
under it in whole or in part.
| 5. |
GOVERNING
LAW AND JURISDICTION
|
This
Agreement shall be governed by and construed in accordance with English law.
Each of the parties submits to the non-exclusive jurisdiction of the courts
of
England.
| 6. |
CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT
1999
|
A
person
who is not a party to this Agreement shall have no right under the Contracts
(Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement but
this shall
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not
affect any right or remedy of a third party which exists or is available apart
from that Act.
| 7. |
COUNTERPARTS
|
This
Agreement may be signed in any number of counterparts, each of which, when
executed shall be an original and all of which together evidence the same
agreement.
SIGNED
by or on
behalf of the parties.
SIGNED
by
for
and
on behalf of
AMARIN
CORPORATION
PLC
................................................................
SIGNED
by
for
and
on behalf of
AMARIN
INVESTMENT HOLDING,
LTD
................................................................
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